<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM 10-K

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

For the fiscal year ended December 31, 1998      Commission file number 0-23750

                           CAPITAL ONE MASTER TRUST
                               CAPITAL ONE BANK
            ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Virginia                                       54-1719855 
----------------------------------       ---------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

11013 West Broad Street, Glen Allen , Virginia                         23060 
----------------------------------------------                         -----
   (Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code                 804 967-1000
                                                                   ------------

Securities registered pursuant to Section 12(b) of the Act:
         None

Securities registered pursuant to Section 12(g) of the Act:

<TABLE>

<S>                                                                 <C>                                                            
Series 1993-1 Certificates                                          Series 1993-4 Certificates                                     
   5.20% Class A Asset Backed Certificates, Series 1993-1            Floating Rate Class A Asset Backed Certificates, Series 1993-4
   5.40% Class B Asset Backed Certificates, Series 1993-1            5.80% Class B Asset Backed Certificates, Series 1993-4        
                                                                    
Series 1994-2 Certificates                                          Series 1994-3 Certificates
   Floating Rate Class A Asset Backed Certificates, Series 1994-2    Floating Rate Class A Asset Backed Certificates,Series 1994-3 
   6.95% Class B Asset Backed Certificates, Series 1994-2            7.35% Class B Asset Backed Certificates, Series 1994-3   

Series 1995-1 Certificates                                          Series 1995-3 Certificates
   Floating Rate Class A Asset Backed Certificates, Series 1995-1    Floating Rate Class B Asset Backed Certificates, Series 1995-3

Series 1995-4 Certificates                                          Series 1996-2 Certificates
   Floating Rate Class A Asset Backed Certificates, Series 1995-4    Floating Rate Class A Asset Backed Certificates, Series 1996-2

Series 1996-3 Certificates                                          Series 1997-1 Certificates
   Floating Rate Class A Asset Backed Certificates, Series 1996-3    Floating Rate Class A Asset Backed Certificates, Series 1997-1

Series 1997-2 Certificates                                          Series 1998-1 Certificates
   Floating Rate Class A Asset Backed Certificates, Series 1997-2    6.310% Class A Asset Backed Certificates

Series 1998-2 Certificates                                          Series 1998-3 Certificates
   7.625% Class A Asset Backed Certificates                          7.25% Class A Asset Backed Certificates

Series 1998-4 Certificates
   5.43% Class A Rate Asset Backed Certificates
</TABLE>


                                  Page 1 of 33
<PAGE>
 
Securities to be registered pusuant to Section 12(g) of the Act:
         None
<PAGE>
 
         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                                       Yes  X     No 
                                                           ----  ---- 

         Registrant does not have any voting stock.

         Registrant has not been involved in bankruptcy proceedings during the
         preceding five years.

         Registrant is not reporting as a corporate issuer.

         No documents have been incorporated by reference into this Form 10K.

                       THE EXHIBIT INDEX APPEARS ON PAGE 8



                                      -3-
<PAGE>
 
                                    Part I


Item 1.    Business.
------     --------
           Not Applicable.


Item 2.    Properties.
------     ----------
           Not Applicable.


Item 3.    Legal Proceedings.
------     -----------------

           The registrant knows of no material pending legal proceedings with
           respect to the Trust, involving the Trust, the Trustee, the Trust
           Assets or Capital One Bank.

Item 4.    Submission of Matters to a Vote of Security Holders.
------     ---------------------------------------------------

           No matter was submitted during the fiscal year covered by this report
           to a vote of Certificateholders.


                                    Part II


Item 5.    Market for Registrant's Common Equity and Related Stockholder 
------     -------------------------------------------------------------
           Matters.
           -------

           (a) To the best knowledge of the registrant, there is no established
           public trading market for the Certificates.

           (b) As of February 28, 1998, there were 23 investor
           Certificateholders of record. For purposes of this report,
           "Certificateholders" includes Class A Certificateholders, Class B
           Certificateholders, any holders of Class C Interest and holders of
           any Collateral Indebtedness Interest.

           (c) Not Applicable.

Item 6.    Selected Financial Data.
------     -----------------------

           Not Applicable.

Item 7.    Management's Discussion and Analysis of Financial Condition and 
------     ---------------------------------------------------------------
           Results of Operations.
           ---------------------

           Not Applicable

Item 8.    Financial Statements and Supplementary Data.
------     -------------------------------------------

           Not Applicable.

Item 9.    Changes in and Disagreements With Accountants on Accounting and
------     ---------------------------------------------------------------
           Financial Disclosure. 
           --------------------

           None.

                                      -4-
<PAGE>
 
                                   Part III


Item 10.    Directors and Executive Officers of the Registrant.
-------     --------------------------------------------------

            Not Applicable.

Item 11.    Executive Compensation.
-------     ----------------------

            Not Applicable.

Item 12.    Security Ownership of Certain Beneficial Owners and Management.
-------     --------------------------------------------------------------

            (a)  Not Applicable.

            (b)  Not Applicable.

            (c)  Not Applicable.

Item 13.    Certain  Relationships and Related Transactions.
-------     -----------------------------------------------

            (a) The registrant knows of no transaction or series of transactions
during 1997, or any currently proposed transaction or series of transactions, in
an amount exceeding $60,000, involving the Trust in which any Certificateholder
identified in item 12(a) or any other beneficial owner of more than five percent
of the Certificates known to the registrant had or will have a direct or
indirect material interest. There are no persons of the types described in Item
404(a)(1), (2) and (4) of Regulation S-K.

            (b) Not Applicable.

            (c) Not Applicable.


                                    Part IV


Item 14.    Exhibits, Financial Statement Schedules, and Reports On Form 8-K.
-------     ----------------------------------------------------------------

            (a) Exhibits.
                --------
                
                         Exhibit 99.0       Capital One Master Trust Aggregated 
                                            Data for 1998

                         Exhibit 99.1       Annual Certificateholders' Statement
                                            delivered pursuant to Section 
                                            5.02(e) of the Series 1993-1
                                            Supplement.

                         Exhibit 99.2       Annual Certificateholders' Statement
                                            delivered pursuant to Section 
                                            5.02(e) of the Series 1993-4
                                            Supplement.

                         Exhibit 99.3       Annual Certificateholders' Statement
                                            delivered pursuant to Section 
                                            5.02(e) of the Series 1994-3
                                            Supplement.

                         Exhibit 99.4       Annual Certificateholders' Statement
                                            delivered pursuant to Section 
                                            5.02(e) of the Series 1994-A
                                            Supplement.

                         Exhibit 99.5       Annual Certificateholders' Statement
                                            delivered pursuant to Section 
                                            5.02(e) of the Series 1995-1
                                            Supplement.

                                      -5-
<PAGE>
 
                         Exhibit 99.6       Annual Certificateholders' Statement
                                            delivered pursuant to Section 
                                            5.02(e) of the Series 1995-2
                                            Supplement.

                         Exhibit 99.7       Annual Certificateholders' Statement
                                            delivered pursuant to Section 
                                            5.02(c) of the Series 1995-3
                                            Supplement.

                         Exhibit 99.8       Annual Certificateholders' Statement
                                            delivered pursuant to Section 
                                            5.02(d) of the Series 1995-4
                                            Supplement.

                         Exhibit 99.9       Annual Certificateholders' Statement
                                            delivered pursuant to Section 
                                            5.02(f) of the Series 1996-2
                                            Supplement.

                         Exhibit 99.10      Annual Certificateholders' Statement
                                            delivered pursuant to Section 
                                            5.02(d) of the Series 1996-3
                                            Supplement.

                         Exhibit 99.11      Annual Certificateholders' Statement
                                            delivered pursuant to Section 
                                            5.02(d) of the Series 1997-1
                                            Supplement.

                         Exhibit 99.12      Annual Certificateholders' Statement
                                            delivered pursuant to Section 
                                            5.02(d) of the Series 1997-2
                                            Supplement.

                         Exhibit 99.13      Annual Certificateholders' Statement
                                            delivered pursuant to Section 
                                            5.02(d) of the Series 1998-1
                                            Supplement.

                         Exhibit 99.14      Annual Certificateholders' Statement
                                            delivered pursuant to Section
                                            5.02(d) of the Series 1998-2 
                                            Supplement.

                         Exhibit 99.15      Annual Certificateholders' Statement
                                            delivered pursuant to Section
                                            5.02(d) of the Series 1998-3 
                                            Supplement.

                         Exhibit 99.16      Annual Certificateholders' Statement
                                            delivered pursuant to Section 
                                            5.02(d) of the Series 1998-4
                                            Supplement.



-----------


              (b)   Reports on Form 8-K. The following Current Reports on Form
                    -------------------
                    8-K were filed by the registrant relating to 1997: Current
                    Reports on Form 8-K dated February 17, 1997, March 17, 1997,
                    April 15, 1997, May 15, 1997, June 16, 1997, July 15, 1997,
                    August 15, 1997, September 15, 1997, October 15, 1997,
                    November 17, 1997, December 15, 1997 and January 15, 1998.


                                      -6-
<PAGE>
 
                                  SIGNATURES
                                  ----------

           Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                            Capital One Master Trust        
                                            ------------------------------------
                                            (Registrant)

                                        By: Capital One Bank                
                                            ------------------------------------
                                            (Seller and Servicer)

Dated:  March 31, 1999                  By:    /s/ David M. Willey
                                           -------------------------------------
                                            David M. Willey
                                            Senior Vice President and Treasurer


                                      -7-
<PAGE>
 
                                  EXHIBIT INDEX
                                  -------------
<TABLE>
<CAPTION>
                                                                                  Sequential
Exhibit No.                                                                        Page No. 
-----------                                                                        -------- 
<S>              <C>                                                              <C>
    99.0         Capital One Master Trust Aggregated Data for 1998                      9

    99.1         Annual Certificateholders' Statement delivered pursuant to             10
                 Section 5.02(e) of the Series 1993-1 Supplement.

    99.2         Annual Certificateholders' Statement delivered pursuant to             12
                 Section 5.02(e) of the Series 1993-4 Supplement.

    99.3         Annual Certificateholders' Statement delivered pursuant to             14
                 Section 5.02(e) of the Series 1994-3 Supplement.

    99.4         Annual Certificateholders' Statement delivered pursuant to             16
                 Section 5.02(e) of the Series 1994-A Supplement.

    99.5         Annual Certificateholders' Statement delivered pursuant to             17
                 Section 5.02(e) of the Series 1995-1 Supplement.

    99.6         Annual Certificateholders' Statement delivered pursuant to             19
                 Section 5.02(e) of the Series 1995-2 Supplement.

    99.7         Annual Certificateholders' Statement delivered pursuant to             21
                 Section 5.02(c) of the Series 1995-3 Supplement.

    99.8         Annual Certificateholders' Statement delivered pursuant to             23
                 Section 5.02(d) of the Series 1995-4 Supplement.

    99.9         Annual Certificateholders' Statement delivered pursuant to             25
                 Section 5.02(f) of the Series 1996-2 Supplement.

    99.10        Annual Certificateholders' Statement delivered pursuant to             27
                 Section 5.02(d) of the Series 1996-3 Supplement.

    99.11        Annual Certificateholders' Statement delivered pursuant to             29
                 Section 5.02(d) of the Series 1997-1 Supplement.

    99.12        Annual Certificateholders' Statement delivered pursuant to             31
                 Section 5.02(d) of the Series 1997-2 Supplement.

    99.13        Annual Certificateholders' Statement delivered pursuant to             33
                 Section 5.02(d) of the Series 1998-1 Supplement.

    99.14        Annual Certificateholders' Statement delivered                         35
                 pursuant to Section 5.02(d) of the Series 1998-2
                 Supplement.

    99.15        Annual Certificateholders' Statement delivered                         37
                 pursuant to Section 5.02(d) of the Series 1998-3
                 Supplement.

    99.16        Annual Certificateholders' Statement delivered                         39
                 pursuant to Section 5.02(d) of the Series 1998-4
                 Supplement.
</TABLE>

                                      -8-