SCHEDULE 13G Amendment Number 1 Capital One Financial Corporation Common Stock $.01 par value Cusip # 14040H10-5 Item 1: Reporting Person Tiger Management L.L.C. Item 4: Delaware Item 5: -0- Item 6: -0 Item 7: -0 Item 8: -0- Item 9: -0- Item 11: 0% Item 12: IA Cusip # 14040H10-5 Item 1: Reporting Person Tiger Performance L.L.C. Item 4: Delaware Item 5: -0- Item 6: -0- Item 7: -0- Item 8: -0- Item 9: -0- Item 11: 0% Item 12: IA Cusip # 140 40H10-5 Item 1: Reporting Person Julian H. Robertson, Jr. Item 4: U.S. Item 5: -0- Item 6: -0- Item 7: -0- Item 8: -0- Item 9: -0- Item 11: 0% Item 12: IN Item 1(a) Capital One Financial Corporation Item 1(b) 2980 Fairview Park Drive, Suite 1300, Falls Church, Virginia 220424525 Item 2(a) This statement is filed on behalf of Tiger Management L.L.C.("TMLLC ") and Tiger Performance L.L.C. ("TPLLC"). Julian H. Robertson, Jr. is the ultimate controlling person of TMLLC and TPLLC. Item 2(b) The address of each reporting person is 101 Park Avenue, New York, NY 10178 Item 2(c) Incorporated by reference to item (4) of the cover page pertaining to each reporting person. Item 2(d) Common Stock $.01 par value Item 2(e) 140 40H-10-5 Item 3. TMLLC and TPLLC are investment advisers registered under Section 203 of the Investment Advisers Act of 1940. Item 4. Ownership as of December 31, 1997 is incorporated by reference to items (5) (9) and (11) of the cover page pertaining to each reporting person. Item 5. The reporting persons have ceased to be the beneficial owners of more than 5% of the class. Item 6. Not applicable Item 7. Not applicable Item 8. Not applicable Item 9.Not applicable Item 10. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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. February 13, 1998 TIGER MANAGEMENT L.L.C. /s/ Nolan Altman, Chief Financial Officer TIGER PERFORMANCE L.L.C. /s/ Nolan Altman, Chief Financial Officer JULIAN H. ROBERTSON, JR. /s/ Nolan Altman, Under Power of Attorney Dated: January 27, 1995, On File with Schedule 13G for Kohl's Corp. 2/7/95 Attached Exhibit EXHIBIT A AGREEMENT The undersigned agree that this Amendment Number 1 to Schedule 13G dated February 13, 1998 relating to shares of common stock of Capital One Financial Corporation shall be filed on behalf of each of the undersigned. TIGER MANAGEMENT L.L.C. /s/ Nolan Altman, Chief Financial Officer TIGER PERFORMANCE L.L.C. /s/ Nolan Altman, Chief Financial Officer JULIA N H. ROBER TSON, JR. /s/ Nolan Altman, Chief Financial Officer Under Power of Attorney Dated : January 27, 1995, On File with Schedule 13G for Kohl's Corp. 2/7/95