Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                                January 15, 2002
                        (Date of earliest event reported)

                        Capital One Financial Corporation
             (Exact name of registrant as specified in its charter)


              Delaware                                  1-13300                               54-1719854
 ------------------------------------        ----------------------------           ----------------------
        (State of incorporation                    (Commission File                         (IRS Employer
           or organization)                             Number)                          Identification No.)

2980 Fairview Park Drive
Suite 1300
Falls Church, Virginia                                                                          22042
----------------------------------------                                                     ---------
(Address of principal executive offices)                                                     (Zip Code)

       Registrant's telephone number, including area code: (703) 205-1000

Item 5.  Other Events.

         (a)      See attached press release.

         (b)      Cautionary Factors

         The attached press release contains forward-looking statements which
involve a number of risks and uncertainties. The Company cautions readers that
any forward-looking information is not a guarantee of future performance and
that actual results could differ materially from those contained in the
forward-looking information as a result of various factors including, but not
limited to, the following: continued intense competition from numerous providers
of products and services which compete with the Company's businesses; with
respect to financial and other products, changes in the Company's aggregate
accounts or consumer loan balances and the growth rate thereof, including
changes resulting from factors such as shifting product mix, amount of actual
marketing expenses made by the Company and attrition of accounts and loan
balances; an increase in credit losses (including increases due to a worsening
of general economic conditions); the ability of the Company to continue to
securitize its credit cards and consumer loans and to otherwise access the
capital markets at attractive rates and terms to fund its operations and future
growth; difficulties or delays in the development, production, testing and
marketing of new products or services; losses associated with new products or
services or expansion internationally; financial, legal, regulatory or other
difficulties that may affect investment in, or the overall performance of, a
product or business, including changes in existing laws to regulate further the
credit card and consumer loan industry and the financial services industry, in
general (including the flexibility of financial services companies to obtain,
use and share consumer data); the amount of, and rate of growth in, the
Company's expenses (including salaries and associate benefits and marketing
expenses) as the Company's business develops or changes or as it expands into
new market areas; the availability of capital necessary to fund the Company's
new businesses; the ability of the Company to build the operational and
organizational infrastructure necessary to engage in new businesses or to expand
internationally; the ability of the Company to recruit experienced personnel to
assist in the management and operations of new products and services; any
significant disruption of, or loss of public confidence in, the United States
mail service effecting our response rates and consumer payments; and other
factors listed from time to time in the Company's SEC reports, including, but
not limited to, the Annual Report on Form 10-K for the year ended December 31,
2000 (Part I, Item 1, Risk Factors).

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

99.1.    Press Release of the Company dated January 15, 2002.



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, thereto duly authorized.

                                   CAPITAL ONE FINANCIAL CORPORATION

Dated: January 15, 2002            By:  /s/ John G. Finneran, Jr.

                                      John G. Finneran, Jr.
                                      Executive Vice President, General Counsel
                                      and Corporate Secretary


                                  EXHIBIT INDEX

99.1     Press Release of the Company dated January 15, 2002