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                                Exhibit 10.19.2
                                ---------------

               AMENDMENT NO. 1, dated as of 21 December 1999 (this "Amendment"),
               to the Revolving Credit Facility Agreement, dated as of 29 August
               1997 (the "Facility Agreement"), between Capital One Finance
               Company and Capital One Inc. (the "Original Borrowers"), Capital
               One Financial Corporation (the "Original Guarantor"), Bank of
               Montreal, BZW, Chase Manhattan plc, and Deutsche Bank AG London
               as Arrangers, Barclays Bank PLC as Facility Agent, Barclays Bank
               PLC as Sterling Agent, Bank of Montreal as Canadian Dollar Agent
               and the Banks.


                                   RECITALS

     WHEREAS, the Borrowers and the Guarantors wish to amend certain provisions
of the Facility Agreement, as provided herein in accordance with Section 44 of
the Facility Agreement;

     NOW THEREFORE, in consideration of the premises and the agreements
contained herein, the parties hereto agree as follows:

     SECTION 1.  Definitions.  Capitalized terms used herein and not otherwise
                 -----------
defined herein shall have the meanings specified in the Facility Agreement.

     SECTION 2.  Amendment of Section 1.1.
                 ------------------------

     (a)  Section 1.1 of the Facility Agreement shall be amended by inserting
the following new definitions in the correct alphabetical locations:

          (i)  "Lien" shall mean, with respect to any property, any mortgage,
     lien, pledge, charge, security interest or encumbrance of any kind in
     respect of such property.

          (ii) "Receivables" means, with respect to any Obligor, any amount
     owing, from time to time, with respect to a credit card, consumer revolving
     or consumer installment loan account, home equity line of credit or
     residential mortgage loan account or other consumer receivable owned by
     such Obligor, including, without limitation, amounts owing for payment of
     goods and services, cash advances, convenience checks, annual membership
     fees, finance charges, late charges, credit insurance premiums and cash
     advance fees and fees relating to additional consumer products, and any
     other receivables arising out of financing transactions by such Obligor;
     provided  that the term "Receivables" shall not include any of the
     --------
     foregoing that is subject to a securitization effected from time to time in
     the ordinary course of business.

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          (iii) "Restricted Shares" means with respect to any Obligor, shares
     of stock of or other ownership interests in such Obligor or any Subsidiary
     thereof engaged primarily in the extension of consumer credit to third
     parties or securitizations of receivables related to such extension of
     credit, excluding without limitation any such ownership interests of the
     Obligors in America One Communications, Inc.

     (b)  (i)   Section 1.1 (Definitions) of the Facility Agreement shall be
          amended by deleting the definition "Permitted Encumbrances.";

          (ii)  the definition of "financial indebtedness" in Clause
          1.2(interpretation) of the Facility Agreement shall be amended by
          deleting, in paragraph(iv) of that definition, the words "the
          definition of "Permitted Encumbrance" and"; and

          (iii) Clause 44.1 (Amendments and Waivers) of the Facility Agreement
          shall be amended by the deletion, in Clause 44.1(e), the words
          "Permitted Encumbrance,".

     SECTION 3. Amendment of Section 28.5.  Section 28.5 of the Facility
                -------------------------
Agreement shall be amended by deleting such section in its entirety and
replacing it with the following:

          28.5  Limitation on Liens  No Obligor will, nor will it permit any of
     its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon
     (1) any Receivables of any Obligor or (2) any Restricted Shares owned by
     it, in each case whether now owned or hereafter acquired, except:

          (a)   Liens for taxes not yet due or Liens for taxes being contested
     in good faith by appropriate proceedings for which adequate reserves (in
     the good faith judgment of the management of the company, the assets of
     which are subject to such Lien) have been established; and

          (b)   Liens imposed by law (i) which are incurred in the ordinary
     course of business and (x) which do not in the aggregate materially detract
     from the value of such Receivables or Restricted Shares or materially
     impair the use thereof in the operation of the business of the Original
     Guarantor or any of its Subsidiaries or (y) which are being contested in
     good faith by appropriate proceedings, which proceedings have the effect of
     preventing the forfeiture or sale of the Receivables or Restricted Shares
     subject to such Lien or (ii) which do not relate to material liabilities of
     the Original Guarantor and its Subsidiaries and do not in the aggregate
     materially detract from the value of the Receivables or Restricted Shares
     of the Original Guarantor and its Subsidiaries taken as a whole; provided
                                                                      --------
     that no Lien permitted under this clause (b) may secure any obligation in
     an amount exceeding $10,000,000.

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          (c) any pledge of Receivables to a Federal Reserve Bank made in the
     ordinary course of business to secure advances or other transactions and
     manage the liquidity position of the Group.

     SECTION 4. Facility Agreement in Full Force and Effect as Amended. Except
                ------------------------------------------------------
as specifically amended hereby, all of the terms and conditions of the Facility
Agreement shall remain in full force and effect. All references to the Facility
Agreement in any other document or instrument shall be deemed to mean such
Facility Agreement as amended by this Amendment. This Amendment shall not
constitute a novation of the Facility Agreement, but shall constitute an
amendment thereof. The parties hereto agree to be bound by the terms and
obligations of the Facility Agreement, as amended by this Amendment, as though
the terms and obligations of the Facility Agreement were set forth herein.

     SECTION 5. Counterparts.  This Amendment may be executed in any number of
                ------------
counterparts and by different parties hereto on separate counterparts each of
which, when executed and delivered, shall constitute an original, but all the
counterparts shall together constitute but one and the same instrument.

     SECTION 6. Law. This Amendment shall be governed by and shall be construed
                ---
in accordance with English law.

AS WITNESS the hands of the duly authorized representatives of the parties
hereto the day and year first before written.

                           CAPITAL ONE FINANCIAL CORPORATION


                           By: /s/ Stephen Linehan
                               ----------------------
                           Name:  Stephen Linehan
                           Title: Manager, Corporate Finance


                           BARCLAYS BANK PLC


                           By: /s/ Richard Herder
                               ----------------------
                           Name:  Richard Herder
                           Title: Director

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