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                                 EXHIBIT 4.2.2
                                 -------------



                    AMENDMENT NUMBER 1 TO RIGHTS AGREEMENT
                    --------------------------------------

     Amendment Number 1 to Rights Agreement, dated as of April 29, 1999
("Amendment"), between Capital One Financial Corporation, a Delaware corporation
(the "Company"), and First Chicago Trust Company of New York, as successor to
Mellon Bank, N.A. (the "Rights Agent").

                                  WITNESSETH:

     WHEREAS, on November 16, 1995, the Board of Directors of the Company
authorized and declared a dividend of one Right for each share of Common Stock
outstanding at the close of business on November 29, 1995 (the "Record Date")
and authorized the issuance of one Right with respect to each share of Common
Stock that shall become outstanding between the Record Date and the earlier of
the Distribution Date and the Expiration Date;

     WHEREAS, each Right entitles the holder to purchase one one-hundredth of a
Preferred Share upon the terms and subject to the conditions set forth in the
Rights Agreement, dated as of November 16, 1995 (the "Rights Agreement"),
between the Company and the Rights Agent; and

     WHEREAS, on April 29, 1999, the Board of Directors of the Company resolved
to amend the Rights Agreement as hereinafter set forth in accordance with
Section 27 of the Rights Agreement;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:

     Section 1. Certain Definitions. All capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Rights Agreement.

     Section 2. Amendments. (a) The Rights Agreement is hereby amended as
follows:

     (i)  Section 7(b) of the Rights Agreement is amended and restated in its
entirety as follows: "(b) The purchase price for the exercise of a Right shall
be $600, shall be subject to adjustment from time to time as provided in
Sections 11 and 13 hereof, and shall be payable in lawful money of the United
States of America in accordance with paragraph (c) below (the "Purchase
Price")."

     (ii) Section 11(p) of the Rights Agreement is amended and restated in its
entirety as follows: "(p) Notwithstanding anything in this Agreement to the
contrary, in the event that the Company shall, at any time after the date of
this Agreement and prior to the Distribution Date, (i) declare any dividend on
the outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding shares of Common Stock, (iii) combine or consolidate
the outstanding shares of Common Stock into a smaller number of shares, or (iv)
effect a reclassification of the outstanding shares of Common Stock, except as
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otherwise provided in Section 7(e), the number of one one-hundredths of
Preferred Shares so purchasable after such event upon proper exercise of each
Right and the Purchase Price per Right after such event shall be determined by
multiplying the number of one one-hundredths of Preferred Shares so purchasable
immediately prior to such event or the Purchase Price in effect immediately
prior to such event, as the case may be, by a fraction, the numerator of which
shall be the total number of shares of Common Stock outstanding immediately
prior to such event and the denominator of which shall be the total number of
shares of Common Stock outstanding immediately following such event. The
adjustments provided for in this Section 11(p) shall be made successively
whenever such a dividend is declared or paid or such a subdivision, combination
or consolidation is effected. If an event occurs which would require an
adjustment under Section 11(a)(ii) and this Section 11(p), the adjustments
provided for in this Section 11(p) shall be in addition and prior to any
adjustment required pursuant to Section 11(a)(ii)."

     (b)  Except as expressly set forth in Section 2(a) hereof, the Rights
Agreement shall remain in full force and effect without alteration or
modification.

     Section 3. Governing Law. This Amendment shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such state applicable
to contracts to be made and performed entirely within such state.

     Section 4. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

     Section 5. Descriptive Headings. Descriptive headings of the several
Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed in accordance with the Rights Agreement and their respective
corporate seals to be hereunto affixed and attested, all as of the date and the
year first above written.

               CAPITAL ONE FINANCIAL CORPORATION


               By  /s/ John G. Finneran, Jr.
                  ----------------------------------
                  Name:  John G. Finneran, Jr.
                  Title: Senior Vice President, General Counsel
                         and Corporate Secretary


               FIRST CHICAGO TRUST COMPANY OF NEW YORK

               By  /s/ Frederick T. Meyers
                  ----------------------------------
                  Name: Frederick T. Meyers
                  Title: Assistant Vice President