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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Capital One Financial Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
14040H105
(CUSIP Number)
Check the following box if a fee is being paid with
this statement. [X] (A fee is not required only if the
filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five
percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosure provided in a prior
cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that
section of the Act, but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 14040H105 13G
_________________________________________________________________
1. Names or Reporting Persons Signet Banking Corporation
S.S. or I.R.S. Identifica- 54-6037910
tion Nos. of Above Persons
_________________________________________________________________
2. Check the Appropriate Box (a)___________________________
if a Member of a Group (b)___________________________
(see Instructions)
_________________________________________________________________
3. S.E.C. Use Only
_________________________________________________________________
4. Citizenship or Place of Virginia
Organization
_________________________________________________________________
Number of Shares (5) Sole Voting Power 58,477,850
Beneficially ___________________________________
Owned by Each Reporting (6) Shared Voting
Person With Power 0
___________________________________
(7) Sole Dispositive
Power 58,477,850
___________________________________
(8) Shared Dispositive
Power 0
_________________________________________________________________
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 58,477,850
_________________________________________________________________
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares (see Instructions)
_________________________________________________________________
11. Percent of Class Represented
by Amount in Row 9 88.5%
_________________________________________________________________
12. Type of Reporting Person CO
(see Instructions)
_________________________________________________________________
CUSIP No. 14040H105 13G
STATEMENT ON SCHEDULE 13G
Item 1(a). Name of Issuer:
Capital One Financial Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
2980 Fairview Park Drive
Falls Church, Virginia 22043
Item 2(a). Name of Person Filing:
See Item 1 of the cover page attached hereto.
Item 2(b). Address of Principal Business Office:
7 North Eighth Street
Richmond, Virginia 23219
Item 2(c). Citizenship:
See Item 4 of the cover page attached hereto.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share.
Item 2(e). CUSIP Number:
14040H105
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) ( ) Broker or Dealer registered under Section 15
of the Act;
(b) ( ) Bank as defined in Section 3(a)(6) of the
Act;
(c) ( ) Insurance Company as defined in Section
3(a)(19) of the Act;
(d) ( ) Investment Company registered under Section 8
of the Investment Company Act;
(e) ( ) Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940;
CUSIP No. 14040H105 13G
(f) ( ) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F);
(g) ( ) Parent Holding Company, in accordance with
Section 240.13d-1(b)(1)(ii)(H);
(h) ( ) Group, in accordance with
Rule 13d-1(b)(1)(ii)(H)
Not applicable.
Item 4. Ownership
If the percent of the class owned, as of December 31 of
the year covered by the statement, or as of the last
day of any month described in Rule 13d-1(b)(2), if
applicable, exceeds five percent, provide the following
information as of that date and identify those shares
which there is a right to acquire.
(a) Amount beneficially owned:
See Item 9 of the cover page attached hereto
(b) Percent of Class:
See Item 11 of the cover page attached hereto
(c) Number of shares as to which such person has:
Sole power to vote or to direct the vote:
See Item 5 of the cover page attached hereto
Shared power to vote or to direct the vote:
See Item 6 of the cover page attached hereto
Sole power to dispose or to direct the disposition
of:
See Item 7 of the cover page attached hereto
Shared power to dispose or to direct the
disposition of:
See Item 8 of the cover page attached hereto
Item 5. Ownership of Five Percent or Less of a Class
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CUSIP No. 14040H105 13G
If the statement is being filed to report the fact that
as of the date hereof the reporting person has ceased
to be the beneficial owner of more than five percent of
the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not Applicable because this statement is filed
pursuant to Rule 13d-1(c).
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Statement is true, complete and correct.
Date: February 13, 1995
SIGNET BANKING CORPORATION
By: /s/ W.B. MILLNER, III
Title: Senior Executive Vice President