SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

                                 Amendment No. 1
                                       to
                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2000

                         Commission file number 0-24557

                         CARDINAL FINANCIAL CORPORATION
                 (Name of Small Business Issuer in its Charter)

                    Virginia                                  54-1874630
          (State or Other Jurisdiction                     (I.R.S. Employer
       of Incorporation or Organization)                  Identification No.)

          10555 Main Street, Suite 500
               Fairfax, Virginia                                 22030
    (Address of Principal Executive Offices)                  (Zip Code)

                                 (703) 279-5050
                (Issuer's Telephone Number, Including Area Code)

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $1.00 per share
             7.25% Cumulative Convertible Preferred Stock, Series A,
                           par value $1.00 per share
                                (Title of Class)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 past 90 days.
                                                             Yes __X__  No _____

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. _____

         The issuer's  revenues for the fiscal year ended December 31, 2000 were
$13,248,223.

         The aggregate  market value of the voting stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked prices of such stock, as of March 28, 2001 was $16,488,274.

         The number of shares  outstanding of Common Stock, as of March 28, 2001
was 4,256,297.



<PAGE>

                                TABLE OF CONTENTS
                              (Amended Items Only)

                                                                            Page

                                     PART II

Item 7.      Financial Statements..............................................3


                                    PART III

Item 9.      Directors, Executive Officers, Promoters and Control Persons;
             Compliance with Section 16(a) of the Exchange Act.................3

Item 10.     Executive Compensation............................................6

Item 11.     Security Ownership of Certain Beneficial Owners and Management....9

Item 12.     Certain Relationships and Related Transactions...................10

Item 13.     Exhibits, List and Reports on Form 8-K...........................11


















                                      -2-
<PAGE>


                                     PART II

Item 7.      Financial Statements

         The following  financial  statements of Cardinal Financial  Corporation
(the "Company") are filed as a part of this report following Item 13 below:

         Independent Auditors' Report

         Financial Statements

                  Consolidated Balance Sheets, December 31, 2000 and 1999

                  Consolidated  Statements of  Operations,  Years Ended December
                    31, 2000 and 1999

                  Consolidated  Statements of Comprehensive Income (Loss), Years
                    Ended December 31, 2000 and 1999

                  Consolidated  Statements of Changes in  Shareholders'  Equity,
                    Years Ended December 31, 2000 and 1999

                  Consolidated  Statements of Cash Flows,  Years Ended  December
                    31, 2000 and 1999

                  Notes to Consolidated Financial Statements


                                    PART III

Item 9.       Directors,  Executive  Officers,  Promoters  and Control  Persons;
              Compliance with Section 16(a) of the Exchange Act

Directors

         The  following  information  sets  forth  the  names,  ages,  principal
occupations and business experience for the past five years for all directors.

         Robert M. Barlow,  71, has been a director  since 1997.  Mr. Barlow was
the  founder  and  principal  shareholder  of a group of  companies  engaged  in
construction,  manufacturing  and real estate in northern Virginia for 38 years.
In 1995, he sold those ventures and is now retired.

         Wayne W. Broadwater, 77, has been a director since 1997. Mr. Broadwater
served as President  and CEO of  Shipmates,  Ltd., a chain of tool and equipment
rental and sales companies that he founded in 1972, until its sale in 1997.

         Nancy K. Falck,  71, has been a director since 1997. Ms. Falck has been
Secretary of the Company since 1998.  She is active in community  affairs and is
past  President of the Board of Directors  of the Family  Respite  Center (a day
program that helps people with  Alzheimer's  disease) and a Commissioner  on the
Fairfax Area Council on Aging.



                                      -3-
<PAGE>

         L. Burwell Gunn,  Jr., 56, has been a director since 1997. Mr. Gunn has
been  President  and Chief  Executive  Officer of the Company since 1997 and was
President of Cardinal  Bank,  N.A., a  subsidiary  of the Company,  from 1997 to
1999.  Prior to 1997, he was Executive Vice  President and  Commercial  Division
Head of the  Greater  Washington  Region  of  Crestar  Bank,  where he worked in
various positions for 25 years.

         Harvey  W.  Huntzinger,  74,  has  been  a  director  since  1997.  Mr.
Huntzinger is a founder of National Systems  Management  Corporation,  a service
company organized in 1972, and was its President and CEO until his retirement in
1998.

         Jones V.  Isaac,  69,  has been a director  since  1997.  Mr.  Isaac is
President  of Isaac  Enterprises,  Inc.,  a  service-oriented  firm  located  in
Potomac, Maryland. Prior to 1995, Mr. Isaac was the Administrator of Finance and
Administration for the Construction  Specifications Institute, where he had been
employed since 1967.

         J. Hamilton Lambert, 60, has been a director since 1999. Mr. Lambert is
President of J.  Hamilton  Lambert and  Associates,  a consulting  firm based in
Leesburg,  Virginia. He served as County Executive of Fairfax County from August
1980 to December 1990.

         Harold E.  Lieding,  64, has been a director  since 2000.  Mr.  Lieding
served as Chairman of the Board and a director of Heritage  Bancorp Inc. and its
predecessor  The Heritage Bank  (collectively,  "Heritage")  from 1990 until its
acquisition by the Company in 2000. Mr. Lieding is an attorney and has practiced
law in McLean, Virginia, since 1970.

         James D. Russo,  54, has been a director since 1997. Mr. Russo has been
the Managing  Director of Potomac  Consultants  Group in Virginia since 2000. He
was Senior Vice  President and Chief  Financial  Officer of Shire  Laboratories,
Inc., a pharmaceutical research and development company in Rockville,  Maryland,
from 1994 to 2000.

         John H. Rust,  Jr., 53, has been Chairman of the Board since 1997.  Mr.
Rust is an attorney  with the law firm of Rust & Rust in Fairfax,  Virginia.  He
had previously  been of counsel in the law firm of McCandlish  and Lillard.  Mr.
Rust is a member of the Virginia House of Delegates.

         George P. Shafran,  74, has been a director since 2000. Mr. Shafran was
a director of Heritage  from 1998 to 2000.  Mr.  Shafran is president of Geo. P.
Shafran & Associates,  Inc., a consulting firm in McLean,  Virginia.  He is also
involved in several  partnerships  and is the  Chairman  of the AAA  MidAtlantic
Advisory Board.

         Kevin B. Tighe,  56, has been a director  since 2000.  Mr.  Tighe was a
director of Heritage from 1994 to 2000. Mr. Tighe is a senior partner in the law
firm of Tighe Patton Armstrong Teasdale in Washington, D.C. He is also the owner
and Chairman of the Board of Directors of the McLean  Racquet and Health Club in
McLean, Virginia.

Executive Officers and Significant Employees

         The  following  information  sets  forth  the  names,  ages,  principal
occupations  and business  experience  for the past five years for all executive
officers and significant employees. Such information with respect to Mr. Gunn is
set forth above.

         Christopher  W.  Bergstrom,  41, has been  President of Cardinal Bank -
Manassas/Prince  William,  N.A.,  a subsidiary  of the  Company,  since 1999 and
Executive  Vice President and  Commercial



                                      -4-
<PAGE>

Lending  Officer of the Company  since 1998.  Prior to 1998,  Mr.  Bergstrom was
employed  with  Crestar  Bank,  where he  served  in a  variety  of  retail  and
commercial functions.

         Joseph L.  Borrelli,  53, has been  Executive  Vice President and Chief
Financial  Officer of the Company since 1998. Prior to 1998, Mr. Borrelli served
as the Regional  Finance Manager for the Greater  Washington  Region for Crestar
Bank.

         Carl E. Dodson,  46, has been  President of Cardinal Bank - Potomac,  a
subsidiary  of the Company,  and Executive  Vice  President of the Company since
October 2000.  From 1998 to October 2000, he was Senior Vice President and Chief
Credit Officer of the Company. From 1997 to 1998, Mr. Dodson was Chief Financial
Officer of C.C.  Pace  Resources,  Inc.,  an  engineering  company  in  Fairfax,
Virginia.  Prior to 1997, he was the senior commercial lending officer of Palmer
National Bank  ("Palmer") in Washington,  D.C. and,  following  Palmer's sale to
George  Mason Bank  ("George  Mason") in 1996,  Senior Vice  President of Credit
Administration of George Mason.

         Thomas C. Kane,  39, has been  President of Cardinal  Wealth  Services,
Inc., a subsidiary of the Company that offers full service investment management
products,  since  December  1998.  Prior to that time,  Mr. Kane was Senior Vice
President and Division Manager,  Retail Securities & Personal Trust & Investment
Management Sales for Crestar Bank in its Greater Washington Region.

         F. Kevin Reynolds,  41, has been President of Cardinal Bank, N.A. since
1999 and  Executive  Vice  President and Senior  Lending  Officer of the Company
since  1998.  Prior  to  1998,  Mr.  Reynolds  was the  senior  lending  officer
responsible  for all facets of the commercial  lending  business of George Mason
and helped create George Mason's commercial lending group.

         William J.  Ridenour,  49, has been  Executive Vice President and Chief
Credit  Officer  of the  Company  since  January  2001.  Prior to  2001,  he was
Executive Vice  President and Manager of Commercial  Banking of George Mason and
its successor, United Bank, in Fairfax and Tysons Corner, Virginia.

         Eleanor D. Schmidt,  40, has been  Executive  Vice President and Retail
Banking Head of the Company since 1998.  Prior to 1998, Ms. Schmidt was employed
with  NationsBank,  where she managed  multiple  branches  in the  Fairfax  area
serving a large and diverse deposit and loan base.

         Greg D.  Wheeless,  40, has been  President of Cardinal  Bank - Dulles,
N.A., a subsidiary of the Company,  since 1999 and Executive  Vice  President of
the Company since 1998.  Prior to 1998,  Mr.  Wheeless was employed with Crestar
Bank, which he joined in 1989 as Vice President, Commercial Lender, and where he
served most  recently as Senior Vice  President  and  Northern  Virginia  Middle
Market Manager.






                                      -5-
<PAGE>

Item 10.     Executive Compensation

Executive Compensation

         The  following  table shows,  for the fiscal  years ended  December 31,
2000,  1999  and  1998,  the  cash  compensation  paid  by the  Company  and its
subsidiaries,  as well as certain other  compensation  paid or accrued for those
years, to each of the named  executive  officers in all capacities in which they
served:

                           Summary Compensation Table
<TABLE>
<CAPTION>
                                               Annual Compensation                    Long Term Compensation
                                               -------------------                    ----------------------
                                                                                   Securities
           Name and                                              Other Annual      Underlying        All Other
      Principal Position       Year    Salary ($)  Bonus ($)   Compensation ($)  Options (#)(1)  Compensation($)(2)
      ------------------       ----    ----------  ---------   ----------------  --------------  ------------------
<S>                            <C>        <C>        <C>                             <C>             <C>
L. Burwell Gunn, Jr.           2000       163,562    42,325           *              14,000          19,600
President and Chief            1999       159,497    42,325           *              14,750          12,959
   Executive Officer           1998       150,000    50,000           *               1,250           5,247

F. Kevin Reynolds              2000       108,037    26,000           *               3,000          11,963
President, Cardinal Bank,      1999       104,587    26,000           *               3,131           3,685
   N.A.                        1998(3)     98,640    30,000           *                   -             545

Christopher W. Bergstrom       2000       108,037    23,000           *               2,554          17,833
President, Cardinal Bank -     1999       105,504    23,000           *               3,131           8,060
   Manassas/Prince William,    1998(4)     70,189    30,000           *                   -           3,405
   N.A.

Carl E. Dodson                 2000       105,370    22,000           *               3,000           3,757
President, Cardinal Bank       1999       101,202    14,700           *               1,534             398
   -Potomac                    1998(5)     54,594         -           *                   -               -

Joseph L. Borrelli             2000       106,468    20,000           *               2,222           8,852
Executive Vice President and   1999       103,846    20,000           *               2,818           8,565
   Chief Financial Officer     1998        90,670    27,000           *                   -           3,544

Greg D. Wheeless,              2000       106,468    18,540           *               2,060          23,456
President, Cardinal Bank -     1999       103,726    18,540           *               2,159           7,301
   Dulles, N.A.                1998(6)     30,006    13,000           *                   -               -
</TABLE>

------------------
*    All benefits that might be  considered of a personal  nature did not exceed
     the lesser of $50,000 or 10% of total annual salary and bonus.

(1)  Amounts  disclosed  include  750 shares of Common  Stock for the year ended
     December  31,  1999 and 1,250  shares of  Common  Stock for the year  ended
     December 31, 1998 that underlie options granted to Mr. Gunn in his capacity
     as a director of the Company.
(2)  Amounts presented represent (i) gross value of payments made by the Company
     pursuant  to life  insurance  agreements  between the Company and the named
     executive  officers and (ii) total  contributions  to the Company's  401(k)
     plan on behalf of each of the named  executive  officers  to match  pre-tax
     elective  deferral  contributions  (which are  included  under the "Salary"
     column) made by each to such plan.
(3)  Mr. Reynolds' employment with the Company commenced on January 19, 1998.
(4)  Mr. Bergstrom's employment with the Company commenced on April 6, 1998.
(5)  Mr. Dodson's employment with the Company commenced on May 25, 1998.
(6)  Mr. Wheeless's employment with the Company commenced on August 31, 1998.




                                      -6-
<PAGE>

Stock Options

         The following table sets forth for the year ended December 31, 2000 the
grants of stock options to the named executive officers.

                        Option Grants In Last Fiscal Year
<TABLE>
<CAPTION>
                                                        Percent of Total
                                      Number of        Options Granted to
                                Securities Underlying      Employees in       Exercise or Base
Name                              Options Granted(1)    Fiscal Year (%)(2)   Price ($/Share)(3)     Expiration Date
----                              ------------------    ------------------   ------------------     ---------------
<S>                                     <C>                    <C>                   <C>            <C>
L. Burwell Gunn, Jr.                    14,000                 19.2                  7.50           February 9, 2010

F. Kevin Reynolds                        3,000                  4.1                  5.50           February 9, 2010

Christopher W. Bergstrom                 2,554                  3.5                  5.50           February 9, 2010

Carl E. Dodson                           3,000                  4.1                  5.50           February 9, 2010

Joseph L. Borrelli                       2,222                  3.0                  5.50           February 9, 2010

Greg D. Wheeless                         2,060                  2.8                  5.50           February 9, 2010

</TABLE>

-----------------
(1)  All  options  were  granted  to  the  named  executive  officers  in  their
     capacities as such and become fully exercisable after three years.
(2)  Options to purchase a total of 73,039  shares of Common  Stock were granted
     to employees during the year ended December 31, 2000.
(3)  Stock  options were awarded at or above the fair market value of the shares
     of Common Stock at the date of award.
















                                      -7-
<PAGE>

         In the year ended December 31, 2000, no stock options were exercised by
any of the named executive  officers.  The following table sets forth the amount
and value of stock options held by the named  executive  officers as of December
31, 2000.

                          Fiscal Year End Option Values
<TABLE>
<CAPTION>
                                                 Number of
                                           Securities Underlying                     Value of Unexercised
                                          Unexercised Options at                     In-the-Money Options
                                              Fiscal Year End                      at Fiscal Year End ($)(2)
                                              ---------------                      -------------------------

Name                                Exercisable(1)       Unexercisable         Exercisable         Unexercisable
----                                --------------       -------------         -----------         -------------
<S>                                     <C>                   <C>                   <C>                  <C>
L. Burwell Gunn, Jr.                    2,000                 28,000                --                   --

F. Kevin Reynolds                        --                    6,131                --                   --

Christopher W. Bergstrom                 --                    5,685                --                   --

Carl E. Dodson                           --                    4,534                --                   --

Joseph L. Borrelli                       --                    5,040                --                   --

Greg D. Wheeless                         --                    4,750                --                   --
</TABLE>

-------------------------
(1)  Amounts  disclosed  represent  shares of Common Stock that underlie options
     granted to Mr.  Gunn in 1998 and 1999 in his  capacity as a director of the
     Company.
(2)  The value of  in-the-money  options  at fiscal  year end is  calculated  by
     determining  the difference  between the closing price of a share of Common
     Stock as reported on the Nasdaq  SmallCap  Market on December  31, 2000 and
     the exercise price of the options.  No options  disclosed in the table were
     in-the-money as of December 31, 2000.


Director Compensation

         Directors of the Company do not receive any cash compensation.  In lieu
of cash fees for service on the Board of Directors,  each non-employee  director
of the Company is granted  annually  options to purchase  2,000 shares of Common
Stock.  Such  options  are granted  with an exercise  price at or above the fair
market value of the Common Stock and expire ten years from the date of grant.

Compensation and Other Employment Arrangements

         Each of Carl E. Dodson and Greg D. Wheeless have employment  agreements
with the Company. Mr. Dodson's agreement, which is dated as of November 3, 2000,
provides  for his  service  as  Executive  Vice  President  of the  Company  and
President  and Chief  Executive  Officer of Cardinal Bank - Potomac and provides
for a base salary of $106,000.  Mr. Wheeless's  agreement,  which is dated as of
August 31, 1998,  provides for his service as  Executive  Vice  President of the
Company and  President  and Chief  Executive  Officer of Cardinal Bank - Dulles,
N.A.. and provides for a base salary of $100,000.

         Both  agreements  include annual salary  increases at the discretion of
the Board of  Directors  and cash  bonuses up to 30% of the salary  based on the
attainment of certain performance  objectives by the individual.  The agreements
also include stock option grants up to 20% of salary based on the  attainment



                                      -8-
<PAGE>

of such objectives.  Such grants are awarded with an option exercise price equal
to the fair market value of shares of Common Stock at the date of grant, and the
options vest and become exercisable three years after the date of grant. Each of
these  agreements  is for a term  of  three  years  and  may be  renewed  for an
additional two-year period.


Item 11.     Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Management

         The  following  table  sets  forth  information  as of March  31,  2001
regarding  the  number  of shares of  Common  Stock  beneficially  owned by each
director,  by each  executive  officer named in the summary  compensation  table
below  and by all  directors  and  executive  officers  as a  group.  Beneficial
ownership  includes  shares,  if any,  held in the  name  of the  spouse,  minor
children or other relatives of the director or executive  officer living in such
person's  home, as well as shares,  if any,  held in the name of another  person
under an arrangement whereby the director or executive officer can vest title in
himself at once or at some future time.
<TABLE>
<CAPTION>
                                                             Common Stock                  Percentage
    Name                                                Beneficially Owned (1)            of Class (%)
    ----                                                ----------------------            ------------
<S>                                                             <C>                           <C>
    Robert M. Barlow                                            104,000                        2.4
    Christopher W. Bergstrom                                     15,946                         *
    Joseph L. Borrelli                                           18,459                         *
    Wayne W. Broadwater                                          31,000                         *
    Carl E. Dodson                                               10,736                         *
    Nancy K. Falck                                               30,667                         *
    L. Burwell Gunn, Jr.                                         50,490                        1.2
    Harvey W. Huntzinger                                        134,500                        3.2
    Jones V. Isaac                                               57,400                        1.4
    J. Hamilton Lambert                                          14,925                         *
    Harold E. Lieding (2)                                       346,493                        7.5
    F. Kevin Reynolds                                            18,457                         *
    James D. Russo                                               65,800                        1.6
    John H. Rust, Jr.                                            45,060                        1.1
    George P. Shafran (2)                                        35,566                         *
    Kevin P. Tighe (2)                                           16,040                         *
    Greg D. Wheeless                                              5,057                         *

    All present executive officers and directors
      as a group (19 persons)                                 1,008,840                        29.2
</TABLE>
    ------------------
    *    Percentage  of  ownership  is less than one percent of the  outstanding
         shares of Common Stock.
    (1)  The number of shares of Common Stock shown in the table includes 68,343
         shares  held  for  certain  directors  and  executive  officers  in the
         Company's  401(k)  plan as of March 31,  2001,  and 70,432  shares that
         certain  directors  and  executive  officers  have the right to acquire
         through the exercise of stock options  within 60 days  following  March
         31, 2001.
    (2)  The number of shares of Common Stock shown in the table includes shares
         that certain directors have the right to acquire through the conversion
         of shares  of the  Company's  7.25%  Cumulative



                                      -9-
<PAGE>

         Convertible  Preferred  Stock,  Series  A, par  value  $1.00  per share
         ("Series A Preferred Stock"), as follows:  Lieding,  333,443;  Shafran,
         23,714; and Tighe, 2,700.


Security Ownership of Certain Beneficial Owners

         The  following  table  sets  forth,  as  of  March  31,  2001,  certain
information  with respect to the beneficial  ownership of shares of Common Stock
by each person who owns, to the Company's  knowledge,  more than five percent of
the outstanding shares of Common Stock.


                                         Common Stock                Percentage
    Name                            Beneficially Owned (1)          of Class (%)
    ----                            ----------------------          ------------

    Harold E. Lieding                       346,493                     7.5
    1433 Blandfield Drive
    Vienna, VA  22182

    -----------------
    (1)  The number of shares of Common Stock shown in the table includes 13,040
         shares that Mr.  Lieding has the right to acquire  through the exercise
         of stock options  within 60 days  following  March 31, 2001 and 333,443
         shares that Mr. Lieding has the right to acquire through the conversion
         of shares of Series A Preferred Stock.


Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires the Company's directors and executive officers, and any persons who own
more  than 10% of  Common  Stock,  to file  with  the  Securities  and  Exchange
Commission  ("SEC")  reports of  ownership  and changes in  ownership  of common
stock.  Officers and  directors  are required by SEC  regulation  to furnish the
Company with copies of all Section  16(a) forms that they file.  Based solely on
review  of the  copies of such  reports  furnished  to the  Company  or  written
representation  that no other reports were required,  the Company believes that,
during fiscal year 2000, all filing requirements  applicable to its officers and
directors were met, except that Harvey W. Huntzinger,  a director,  inadverently
filed late a report on Form 4 covering  two  purchases of shares of Common Stock
in March and June 2000.


Item 12.     Certain Relationships and Related Transactions

Transactions with Management

         Some of the directors and officers of the Company are at present, as in
the past, customers of the Company, and the Company has had, and expects to have
in the future,  banking transactions in the ordinary course of its business with
directors,   officers,   principal   shareholders  and  their   associates,   on
substantially the same terms,  including interest rates and collateral on loans,
as those  prevailing at the same time for comparable  transactions  with others.
These transactions do not involve more than the normal risk of collectibility or
present other unfavorable  features.  The aggregate outstanding balance of loans
to directors,  executive officers and their associates,  as a group, at December
31, 2000 totaled  approximately  $3.3 million,  or 9.7% of the Company's  equity
capital at that date.




                                      -10-
<PAGE>

         There  are no legal  proceedings  to which  any  director,  officer  or
principal  shareholder,  or any  affiliate  thereof,  is a party  that  would be
material and adverse to the Company.

Item 13.     Exhibits, List and Reports on Form 8-K

       (a)   Exhibits.

             3.1    Articles of Incorporation of Cardinal Financial Corporation,
                    attached as Exhibit  3.1 to the  Registration  Statement  on
                    Form  SB-2,  Registration  No.  333-52279,  filed  with  the
                    Commission  on May 8, 1998 (the "Form  SB-2"),  incorporated
                    herein by reference.

             3.2    Articles of Amendment to the  Articles of  Incorporation  of
                    Cardinal   Financial   Corporation,   which  set  forth  the
                    designation  for the Series A Preferred  Stock,  attached as
                    Exhibit  4.2 to the  Registration  Statement  on  Form  8-A,
                    Registration  No.  0-24457,  filed  with the  Commission  on
                    September 5, 2000, incorporated herein by reference.

             3.3    Bylaws  of  Cardinal  Financial  Corporation,   attached  as
                    Exhibit  3.2  to  the  Form  SB-2,  incorporated  herein  by
                    reference.

             4      Form of Common Stock  Certificate,  attached as Exhibit 4 to
                    the Form SB-2, incorporated herein by reference.

             10.1   Employment Agreement,  dated as of October 13, 1998, between
                    Cardinal Financial  Corporation and Thomas C. Kane, attached
                    as  Exhibit  10.2 to the  Company's  Annual  Report  on Form
                    10-KSB for the year ended  December 31, 1998 (the "1998 Form
                    10-KSB"), incorporated herein by reference.

             10.2   Employment  Agreement,  dated as of August 31, 1998, between
                    Cardinal   Financial   Corporation  and  Greg  D.  Wheeless,
                    attached   as  Exhibit   10.7  to  the  1998  Form   10-KSB,
                    incorporated herein by reference.

             10.3   Cardinal  Financial  Corporation  1999  Stock  Option  Plan,
                    attached  as  Exhibit A to the  Company's  definitive  Proxy
                    Statement  for the  1999  Annual  Meeting  of  Shareholders,
                    incorporated herein by reference.

             10.4   Employment Agreement,  dated as of November 3, 2000, between
                    Cardinal Financial Corporation and Carl E. Dodson.*

             10.5   Employment Agreement,  dated  as of January 2, 2001, between
                    Cardinal Financial Corporation and William J. Ridenour.*

             21     Subsidiaries of the Registrant.**

             --------------------------
             *   Filed herewith.
             **  Previous filed.




                                      -11-
<PAGE>


       (b)   Reports on Form 8-K.

                    On November 17, 2000,  the Company filed a Current Report on
                    Form  8-K/A to amend a Form 8-K  dated  September  1,  2000,
                    which  announced,  under  Item 2,  the  consummation  of the
                    merger of Heritage  with and into Cardinal  Merger Corp.,  a
                    wholly owned  subsidiary of the Company,  to include,  under
                    Item 7, the  financial  statements of Heritage and pro forma
                    financial information.

























                                      -12-
<PAGE>




                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                        Consolidated Financial Statements

                           December 31, 2000 and 1999

                   (With Independent Auditors' Report Thereon)





<PAGE>


                            [LETTERHEAD OF KPMG LLP]



                          Independent Auditors' Report


The Board of Directors and Shareholders
Cardinal Financial Corporation and subsidiaries:


We have audited the accompanying consolidated statements of condition of
Cardinal Financial Corporation and subsidiaries (the Company) as of December 31,
2000 and 1999, and the related consolidated statements of operations,
comprehensive income (loss), changes in shareholders' equity, and cash flows for
the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Cardinal Financial
Corporation and subsidiaries as of December 31, 2000 and 1999, and the results
of their operations and their cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States of America.



                                   /s/KPMG LLP
McLean, Virginia
January 25, 2001





<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CONDITION

                           December 31, 2000 and 1999

                                 (In thousands)

<TABLE>
<CAPTION>
                                    Assets                                             2000              1999
                                                                                    ------------     ------------
<S>                                                                                 <C>              <C>
Cash & due from banks                                                               $      4,734     $      6,018
Federal funds sold                                                                        24,754           13,025
                                                                                    ------------     ------------

                   Total cash and cash equivalents                                        29,488           19,043

Investment securities available-for-sale                                                   6,935            4,807
Other investments                                                                          1,513            1,015

Loans receivable, net of fees                                                            154,271           68,167
Allowance for loan losses                                                                 (1,900)            (726)
                                                                                    ------------     ------------

                                                                                         152,371           67,441

Premises and equipment, net                                                                5,659            4,203
Goodwill and other intangibles                                                             9,576                -
Accrued interest and other assets                                                          1,506              524
                                                                                    ------------     ------------

                   Total assets                                                     $    207,048     $     97,033
                                                                                    ============     ============
                   Liabilities and Shareholders' Equity

Deposits                                                                            $    163,371     $     59,873
Borrowings                                                                                 7,287            6,000
Accrued interest and other liabilities                                                     2,278              415
                                                                                    ------------     ------------

                   Total liabilities                                                     172,936           66,288

Preferred stock, cumulative convertible, $1 par value, 1,412,000 shares
    authorized, 1,411,268 shares outstanding in 2000                                       1,411                -
Common stock, $1 par value, 50,000,000 shares authorized,
    4,253,155 and 4,242,634 shares outstanding in 2000
    and 1999, respectively                                                                 4,253            4,243
Additional paid in capital                                                                38,466           32,496
Accumulated deficit                                                                      (10,022)          (5,881)
Accumulated other comprehensive income (loss)                                                  4             (113)
                                                                                    ------------     ------------

                   Total shareholders' equity                                             34,112           30,745
                                                                                    ------------     ------------

                   Total liabilities and shareholders' equity                       $    207,048     $     97,033
                                                                                    ============     ============
</TABLE>


See accompanying notes to consolidated financial statements


<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                     Years Ended December 31, 2000 and 1999
<TABLE>
<CAPTION>
                                                                                   2000             1999
                                                                               ------------     ------------
<S>                                                                            <C>              <C>
Interest income:
    Loans receivable                                                           $  9,257,708     $  2,660,851
    Federal funds sold                                                            1,451,315        1,234,273
    Investment securities available-for-sale                                        371,386          405,604
    Other investments                                                                69,873           28,902
                                                                               ------------     ------------
                 Total interest income                                           11,150,282        4,329,630

Interest expense:
    Deposits                                                                      4,293,522        1,206,882
    Borrowings                                                                      446,839           98,036
                                                                               ------------     ------------
                 Total interest expense                                           4,740,361        1,304,918
                                                                               ------------     ------------
                 Net interest income                                              6,409,921        3,024,712

Provision for loan losses                                                           752,755          513,847
                                                                               ------------     ------------
                 Net interest income after provision for loan losses              5,657,166        2,510,865

Non-interest income:
    Service charges on deposit accounts                                             153,769           41,612
    Loan service charges                                                            230,228          226,211
    Investment fee income                                                         1,515,530        1,017,924
    Gains from sale of assets                                                         2,687            4,207
    Other income                                                                    195,727           30,531
                                                                               ------------     ------------
                 Total non-interest income                                        2,097,941        1,320,485

Non-interest expense:
    Salary and benefits                                                           6,317,278        4,277,231
    Occupancy                                                                     1,075,075          811,578
    Professional fees                                                               507,769          494,472
    Depreciation                                                                    600,397          356,435
    Amortization of intangibles                                                     235,297                -
    Other operating expenses                                                      2,990,299        1,930,353
                                                                               ------------     ------------
                 Total non-interest expense                                      11,726,115        7,870,069
                                                                               ------------     ------------
                 Net loss before income taxes                                    (3,971,008)      (4,038,719)

Provision for income taxes                                                                -                -
                                                                               ------------     ------------
Net loss                                                                       $ (3,971,008)    $ (4,038,719)
                                                                               ============     ============
Dividends to preferred shareholders                                                 170,555                -
                                                                               ------------     ------------
Net loss to common shareholders                                                $ (4,141,563)    $ (4,038,719)
                                                                               ============     ============
Basic and diluted loss per common share                                        $      (0.98)    $      (0.95)
                                                                               ============     ============
Weighted-average common shares outstanding                                        4,246,346        4,240,819
                                                                               ============     ============
</TABLE>

See accompanying notes to consolidated financial statements

<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                     Years Ended December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                  2000             1999
                                                              ------------     ------------

<S>                                                           <C>              <C>
Net loss                                                      $ (3,971,008)    $ (4,038,719)
Other comprehensive income (loss):
   Unrealized gain (loss) on available-for-sale
        investment securities                                      116,939         (115,491)
                                                              ------------     ------------

Comprehensive loss                                            $ (3,854,069)    $ (4,154,210)
                                                              ============     ============
</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                     Years Ended December 31, 2000 and 1999
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                                              Accumulated
                                                                                     Additional                  Other
                                              Preferred  Preferred  Common  Common    Paid-in   Accumulated  Comprehensive
                                               Shares      Stock    Shares  Stock     Capital     Deficit    Income (Loss)    Total
                                              ---------  ---------  ------  ------  ----------  -----------  ------------  --------
<S>                                               <C>    <C>         <C>    <C>     <C>         <C>          <C>           <C>
Balance, December 31, 1998                            -  $       -   4,240  $4,240  $   32,327  $    (1,842) $          3  $ 34,728

Issuance of 3 shares of common stock
par value $1, at $7.06 per share, net of costs        -          -       3       3          19            -             -        22

Reversal of accrued cost related to
   Public Offering                                    -          -       -       -         138            -             -       138

Accrual of Stock Award                                -          -       -       -          12            -             -        12

Change in unrealized gain (loss) on
   investment securities available-for-sale           -          -       -       -           -            -          (116)     (116)

Net loss                                              -          -       -       -           -       (4,039)            -    (4,039)
                                              ---------  ---------  ------  ------  ----------  -----------  ------------  --------
Balance, December 31, 1999                            -  $       -   4,243  $4,243  $   32,496  $    (5,881) $       (113) $ 30,745

Issuance of 1,411 shares of cumulative
   preferred stock, par value $1                  1,411      1,411       -       -       5,645            -             -     7,056

Issuance of common stock options in
   connection with the acquisition                    -          -       -       -         301            -             -       301

Stock options exercised                               -          -       7       7          15            -             -        22

Issuance of stock awards                              -          -       3       3           9            -             -        12

Dividends on preferred stock                          -          -       -       -           -         (170)            -      (170)

Change in unrealized gain (loss) on
   investment securities available-for-sale           -          -       -       -           -            -           117       117

Net loss                                              -          -       -       -           -       (3,971)            -    (3,971)
                                              ---------  ---------  ------  ------  ----------  -----------  ------------  --------
Balance, December 31, 2000                        1,411  $   1,411   4,253  $4,253  $   38,466  $   (10,022) $          4  $ 34,112
===================================================================================================================================
</TABLE>


See accompanying notes to consolidated financial statements


<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years ended December 31, 2000 and 1999
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                        2000             1999
                                                                                    ------------     ------------
<S>                                                                                 <C>              <C>
Cash flows from operating activities:
    Net loss                                                                        $     (3,971)    $     (4,039)
    Adjustments to reconcile net loss to net cash used in operating
      activities:
        Depreciation                                                                         600              356
        Amortization of intangibles, premiums and discounts                                  230               13
        Provision for loan losses                                                            753              514
        Loss (gain) on sale of investment securities available-for-sale                       32               (4)
        Gain on sale of premises and equipment                                               (25)               -
        Increase in accrued interest and other assets                                     (1,082)            (220)
        Increase (decrease) in accrued interest and other liabilities                      1,268             (227)
        Compensation related to stock awards                                                  12               34
                                                                                    ------------     ------------
               Net cash used in operating activities                                      (2,183)          (3,573)
                                                                                    ------------     ------------
Cash flows from investing activities:
    Purchase of premises and equipment                                                    (1,456)          (2,730)
    Proceeds from sale of investment securities available-for-sale                         2,468            7,722
    Purchase of investment securities available-for-sale                                       -             (850)
    Purchase of other investments                                                           (133)               -
    Redemptions of investment securities available-for-sale                                  421              820
    Proceeds from sale of premises and equipment                                             175                -
    Net increase in loan portfolio                                                       (48,244)         (51,840)
    Net cash acquired in merger                                                           11,090                -
                                                                                    ------------     ------------
               Net cash used in investing activities                                     (35,679)         (46,878)
                                                                                    ------------     ------------
Cash flows from financing activities:
    Net increase in deposits                                                              49,600           38,006
    Net increase (decrease) in short-term borrowings                                      (1,145)           6,000
    Dividends declared on preferred stock                                                   (170)               -
    Stock options exercised                                                                   22                -
    Reversal of accrued costs related to public offering                                       -              138
                                                                                    ------------     ------------
            Net cash provided by financing activities                                     48,307           44,144
                                                                                    ------------     ------------
Net increase (decrease) in cash and cash equivalents                                      10,445           (6,307)

Cash and cash equivalents at beginning of period                                          19,043           25,350
                                                                                    ------------     ------------
Cash and cash equivalents at end of period                                          $     29,488     $     19,043
                                                                                    ============     ============
Supplemental disclosure of cash flow information:
    Cash paid during period for interest:                                           $      4,676     $      1,259
                                                                                    ============     ============

</TABLE>

Supplemental schedule of noncash investing and financing activities: The company
purchased all of the common stock of Heritage Bancorp, Inc. for $14.4 million.
In conjunction with the acquisition, liabilities were assumed as follows:
<TABLE>
<CAPTION>
<S>                                                                                 <C>
    Fair value of assets acquired                                                   $    62,162
    Goodwill and other intangibles                                                        9,812
    Cash paid                                                                            (7,059)
    Preferred stock issued                                                               (7,056)
    Issuance of common stock options                                                       (301)
                                                                                    -----------
    Fair value of liabilities assumed                                               $    57,558
</TABLE>


See accompanying notes to consolidated financial statements.



<PAGE>


                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999

(1)    Organization

       Cardinal Financial  Corporation (the "Company") was incorporated November
       24,  1997 under the laws of the  Commonwealth  of  Virginia  as a holding
       company  whose  activities  consist  of  investment  in its  wholly-owned
       subsidiaries.  In addition to Cardinal Bank, N.A. which began  operations
       in 1998, the Company  opened the following  three  subsidiaries  in 1999,
       Cardinal Wealth Services,  Inc. an investment  subsidiary (as of February
       1, 1999),  Cardinal Bank - Manassas/Prince  William, N.A. (as of July 26,
       1999),  and  Cardinal  Bank - Dulles,  N.A.  (as of August 2,  1999).  On
       September 1, 2000,  the Company  completed  its  acquisition  of Heritage
       Bancorp,   Inc.  and  it's  banking   subsidiary,   The  Heritage   Bank,
       headquartered  in McLean,  Virginia.  The  Heritage  Bank was renamed and
       became the Company's fourth banking subsidiary, Cardinal Bank - Potomac.

(2)    Summary of Significant Accounting Policies

        (a)   Use of Estimates

              The  preparation  of  financial   statements  in  conformity  with
              accounting  principles  generally accepted in the United States of
              America requires management to make estimates and assumptions that
              affect  the  reported   amounts  of  assets  and  liabilities  and
              disclosures of contingent assets and contingent liabilities at the
              date of the  consolidated  financial  statements  and the reported
              amounts of revenues  and  expenses  during the  reporting  period.
              Actual results could differ from those estimates.

       (b)    Principles of Consolidation

              The consolidated  financial statements include the accounts of the
              Company  and  its  subsidiaries.   All  significant   intercompany
              transactions and balances have been eliminated in consolidation.

       (c)    Cash and Cash Equivalents

              For the purpose of presentation in the consolidated  statements of
              cash flows,  the Company has defined cash and cash  equivalents as
              those amounts  included in cash, due from banks, and Federal funds
              sold.

       (d)    Investment Securities

              The Company  classifies its debt and marketable  equity securities
              in one of two categories:  available-for-sale or held-to-maturity.
              Held-to-maturity  securities  are those  securities  for which the
              Company  has the ability  and intent to hold until  maturity.  All
              other securities are classified as available-for-sale. The Company
              has no trading securities.

              Held to maturity  securities are held at cost.  Available-for-sale
              securities  are  recorded  at fair  value.  Unrealized  gains  and
              losses, net of tax if applicable, on available-for-sale securities
              are reported in other comprehensive income (loss).

              Gains and losses on the sale of securities  are  determined  using
              the specific  identification method. Declines in the fair value of
              individual  held-to-maturity  and  available-for-sale   securities
              below their cost that are deemed other than  temporary are charged
              to earnings as realized losses,  resulting in the establishment of
              a new cost basis for the security.

              Premiums and discounts are recognized in interest income using the
              effective interest method over the period to maturity.  Prepayment
              of the mortgages securing the mortgage-backed


<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


              securities may affect the maturity date and yield to maturity. The
              Company uses actual principal prepayment  experience and estimates
              of future principal prepayments in calculating the yield necessary
              to apply the effective interest method.

       (e)    Loans Receivable

              Loans  receivable  that  management  has the intent and ability to
              hold for the  foreseeable  future or until maturity or pay-off are
              reported at their  outstanding  principal balance adjusted for any
              charge-offs,  and net of the  allowance  for loan  losses  and any
              deferred fees or costs.  Loan  origination fees and certain direct
              origination  costs are  capitalized and amortized as an adjustment
              of the yield of the related loan.

              Loans are placed in  nonaccrual  status when they are  past-due 90
              days as to either principal or interest or when, in the opinion of
              management,  the collection of principal and interest is in doubt.
              A loan remains in  nonaccrual  status until the loan is current as
              to payment of both principal and interest or past-due less than 90
              days, and the borrower  demonstrates the ability to pay and remain
              current. Loans are charged-off when a loan or a portion thereof is
              considered  uncollectible.  When cash payments are received,  they
              are applied to principal first, then accrued  interest.  It is the
              Company's policy not to record interest income until principal has
              become current.

              The Company determines and recognizes  impairment of certain loans
              when based on current  information and events, it is probable that
              the Company will be unable to collect all amounts due according to
              the  contractual  terms  of the  loan  agreement.  A  loan  is not
              considered  impaired  during a period of delay in  payment  if the
              Company  expects to collect all amounts  due,  including  past-due
              interest. An impaired loan is measured at the present value of its
              expected  future  cash flows  discounted  at the loan's  effective
              interest  rate, or at the loan's  observable  market price or fair
              value of the collateral if the loan is collateral dependent.

              The allowance for loan losses is increased by provisions  for loan
              losses  and  decreased  by   charge-offs   (net  of   recoveries).
              Management's  periodic evaluation of the adequacy of the allowance
              is based on the  Company's  past loan loss  experience,  known and
              inherent  risks  in the  portfolio,  adverse  situations  that may
              affect the borrower's ability to repay, the estimated value of any
              underlying  collateral,   and  current  economic  conditions.   In
              addition,  various  regulatory  agencies,  as an integral  part of
              their  examination  process,  periodically  review  the  Company's
              allowance  for loan losses.  Such agencies may require the Company
              to recognize  additions to the allowance  based on their judgments
              about  information   available  to  them  at  the  time  of  their
              examination.  Management  believes that the current  allowance for
              loan losses is adequate to absorb  losses that are inherent in the
              current loan portfolio.

       (f)    Premises and Equipment

              Land is  carried  at cost.  Premises,  furniture,  equipment,  and
              leasehold  improvements  are  carried  at cost,  less  accumulated
              depreciation and amortization. Depreciation of premises, furniture
              and  equipment  is computed  using the  straight-line  method over
              their estimated  useful lives from 3 to 10 years.  Amortization of
              leasehold  improvements is computed using the straight-line method
              over the  useful  lives of the  improvements  or the  lease  term,
              whichever is shorter.

       (g)    Goodwill and other intangibles

              Goodwill,  which represents the excess of purchase price over fair
              value of net assets  acquired,  is  amortized  on a  straight-line
              basis over 15 years. The Company assesses the recoverability

<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


              of this intangible  asset by determining  whether the amortization
              of the goodwill  balance over its remaining  life can be recovered
              through  undiscounted  future operating cash flows of the acquired
              operation.  If the projected undiscounted net operating cash flows
              are less than the carrying  amount, a loss is recognized to reduce
              the  carrying  amount to fair  value,  and when  appropriate,  the
              amortization period is also reduced. The other intangible includes
              a core  deposit  intangible  for the  value  placed  on long  term
              deposit relationships that exist at acquisition.  The core deposit
              intangible  is  amortized  on  a  straight-line   basis  over  the
              estimated lives of the deposit  relationships  acquired,  which is
              1.5 years.

       (h)    Investment Fee Income

              Investment fee income represents  commissions paid by customers of
              Cardinal Wealth Services, Inc. for investment  transactions.  Fees
              are recognized in income when received.

       (i)    Income Taxes

              Deferred  tax assets and  liabilities  are  reflected at currently
              enacted  income  tax rates  applicable  to the period in which the
              deferred tax assets or liabilities  are expected to be realized or
              settled. As changes in tax laws or rates are enacted, deferred tax
              assets and  liabilities  are adjusted  through the  provision  for
              income taxes.

       (j)    Earnings Per Common Share

              Basic and  diluted  loss per common  share is computed by dividing
              net loss by the weighted  average number of shares of common stock
              outstanding   during  the  periods.   Common   stock   equivalents
              outstanding  at December 31, 2000 and 1999 were  antidilutive  and
              consequently not included in the EPS calculation.

       (k)    Stock Option Plan

              The Company applies the intrinsic value-based method of accounting
              prescribed by Accounting  Principles Board ("APB") Opinion No. 25,
              Accounting   for  Stock   Issued   to   Employees,   and   related
              interpretations,  in accounting  for its fixed plan stock options.
              As such,  compensation  expense is  recorded  only if the  current
              market price of the  underlying  stock exceeded the exercise price
              on the date of grant.

       (l)    New Accounting Standards

              In June 1998,  the  Financial  Accounting  Standards  Board (FASB)
              issued  Statement No. 133,  Accounting for Derivative  Instruments
              and Hedging Activities.  Statement No. 133 established  accounting
              and reporting  standards for  derivative  instruments  and hedging
              activities and requires that the Company recognize all derivatives
              as assets  or  liabilities  on the  balance  sheet at fair  market
              value.  Statement  No. 133, as amended by  Statements  No. 137 and
              138, is effective for the Company on January 1, 2001.  The Company
              has no derivative  instruments or hedging activities and therefore
              the  adoption of  Statement  No.  133,  as  amended,  did not have
              material  impact on the Company's  financial  position,  equity or
              results of operations.

       (m)    Reclassifications

              Certain amounts for 1999 have been  reclassified to conform to the
              presentation for 2000.

<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


(3)    Acquisition

       On September 1, 2000, the Company acquired 100% of the outstanding common
       stock of Heritage  Bancorp,  Inc.,  McLean,  Virginia  ("Heritage") for a
       combination  of cash,  shares of  convertible  preferred  stock and stock
       options  totaling $14.4 million.  The transaction was accounted for using
       the purchase method of accounting.  Accordingly, results of operations of
       the Company  include only the results of Heritage from  September 1, 2000
       through  December 31, 2000. At acquisition,  the fair value of Heritage's
       assets was approximately $62.2 million, including loans of $37.9 million,
       and the  fair  value of  deposits  was  $53.9  million.  The  acquisition
       resulted in the  recording  of $9.7  million in goodwill  and $102,000 of
       core deposit intangibles.  The following table presents pro forma results
       of operations for the year ended December 31, 2000 and 1999 as though the
       Company and  Heritage  had  combined at the  beginning  of the  reporting
       period.
<TABLE>
<CAPTION>
                                                                             Pro Forma
                                                                         For the Year Ended
                                                                            December 31,
                                                                       2000                   1999
                                                                   ------------           ------------
<S>                                                                <C>                    <C>
                    Net interest income                            $  8,657,000           $  6,393,000
                    Provision for loan losses                           753,000                514,000
                    Non-interest income                               1,620,000              1,543,000
                    Non-interest expense                             14,569,000             11,465,000
                                                                   ------------           ------------
                    Net income (loss)                              $ (5,045,000)          $ (4,043,000)
                                                                   ============           ============

                    Earnings (loss) per common share:
                        Basic                                      $      (1.19)          $      (0.95)
                        Diluted                                           (1.19)                 (0.95)
</TABLE>


<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


(4)    Investment Securities and Other Investments

       The fair value and amortized cost of available-for-sale securities as of
       December 31, 2000 and 1999 are shown below.
<TABLE>
<CAPTION>
                                                                             2000
                                                                 ----------------------------
                                                                     Fair          Amortized
       (In thousands)                                                value           cost
                                                                 ------------    ------------
<S>                                                              <C>             <C>
       Obligations of U.S. government-sponsored
           agencies and enterprises                              $      5,870    $      5,852
       Mortgage-backed securities                                       1,065           1,079
                                                                 ------------    ------------
                          Total                                  $      6,935    $      6,931
                                                                 ============    ============

                                                                             1999
                                                                 ----------------------------
                                                                     Fair          Amortized
       (In thousands)                                                value           cost
                                                                 ------------    ------------
       Obligations of U.S. government-sponsored
           agencies and enterprises                              $      3,372    $      3,499
       Mortgage-backed securities                                       1,435           1,479
                                                                 ------------    ------------
                          Total                                  $      4,807    $      4,978
                                                                 ============    ============
</TABLE>

       The fair value and  amortized  cost of  available-for-sale  securities by
       contractual  maturity  at  December  31,  2000 is shown  below.  Expected
       maturities may differ from  contractual  maturities  because many issuers
       have the  right to call or prepay  obligations  with or  without  call or
       prepayment penalties.
<TABLE>
<CAPTION>
                                                                            2000
                                                                 ----------------------------
                                                                     Fair         Amortized
       (In thousands)                                                value           cost
                                                                 ------------    ------------
<S>                                                              <C>             <C>
       Maturing within 1 year                                    $        527    $        530
       After 1 year but within 5 years                                  4,733           4,692
       After 5 years but within 10 years                                  301             307
       After 10 years                                                   1,374           1,402
                                                                 ------------    ------------
                          Total                                  $      6,935    $      6,931
                                                                 ============    ============
</TABLE>

       Gross   realized   gains   and   gross   realized   losses  on  sales  of
       available-for-sale securities were $0 and $32,000, respectively, in 2000,
       and $14,000 and $9,000, respectively, in 1999. Gross unrealized losses in
       the  available-for-sale  securities  at  December  31, 2000 and 1999 were
       $61,000 and $171,000,  respectively.  Gross  unrealized gains at December
       31, 2000 and 1999 were $65,000 and $309, respectively.

       Investment  securities  available-for-sale  that were  pledged  to secure
       short-term  borrowings  at December  31, 2000 and 1999 had fair values of
       $2,017,000 and $2,835,000, respectively. At December 31, 2000, investment
       securities  available-for-sale  that were  pledged  to secure  repurchase
       agreements were $1,418,000.  The Company had no repurchase  agreements in
       1999.

<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


       Other  investments  include  $850,000  of  Federal  Reserve  Bank  stock,
       $480,000 of Federal Home Loan Bank stock,  $63,000 of Community  Bankers'
       Bank stock and $120,000 in other  investments.  As members of the Federal
       Reserve  Bank of  Richmond  and Federal  Home Loan Bank of  Atlanta,  the
       Company's  banking  subsidiaries  are  required  to hold  stock  in these
       entities.  Stock membership in Community Bankers' Bank allows the Company
       to participate in loan purchases or sales including participations. These
       stocks are carried at cost since no active trading markets exist.

(5)    Loans Receivable

       The  loan  portfolio  at  December  31,  2000 and  1999  consists  of the
       following:
<TABLE>
<CAPTION>
       (In thousands)                                                 2000             1999
                                                                  ------------     ------------
<S>                                                               <C>              <C>
       Commercial                                                 $     49,646     $     22,558
       Real estate - commercial                                         57,083           19,780
       Real estate - construction                                        4,088              870
       Real estate - residential                                        17,729           11,851
       Home equity lines                                                14,867            3,777
       Consumer                                                         10,665            9,311
                                                                  ------------     ------------
                                                                       154,078           68,147
       Net deferred fees                                                   193               20
                                                                  ------------     ------------
               Loans receivable, net of fees                           154,271           68,167

       Allowance for loan losses                                        (1,900)            (726)
                                                                  ------------     ------------
               Loans receivable, net of fees and allowance        $    152,371     $     67,441
                                                                  ============     ============
</TABLE>

       Most of the Company's  loans,  commitments  and standby letters of credit
       have  been  granted  to  customers   located  in  the  Washington,   D.C.
       metropolitan  area. The  concentrations of credit by type of loan are set
       forth above. As a matter of regulatory restriction, the Company's banking
       subsidiaries  limit the amount of credit  extended to any single borrower
       or group of related borrowers.

       An analysis of the change in the allowance for loan losses follows:

<TABLE>
<CAPTION>
       (In thousands)                                                 2000            1999
                                                                  ------------    ------------
<S>                                                               <C>             <C>
       Balance, beginning of year                                 $        726    $        212
       Provision for loan losses                                           753             514
       Assumed allowance for loan losses from
           acquisition of Heritage                                         421               -
       Loans charged off                                                     -               -
       Recoveries                                                            -               -
                                                                  ------------    ------------
       Balance, end of year                                       $      1,900    $        726
                                                                  ============    ============
</TABLE>

       As of December  31, 2000,  the Company had one impaired  loan of $585,000
       which was on nonaccrual status. This impairment had a valuation allowance
       of $104,000. The average balance of impaired


<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


       loans was $195,000 for 2000.  The Company had no impaired  loans in 1999.
       The  Company  recorded  no  interest  income on  impaired  loans in 2000.
       Interest  income  that  would  have  been  recorded  had this  loan  been
       performing would have been $34,000.

(6)    Premises and Equipment

       Components  of premises and  equipment at December 31, 2000 and 1999 were
       as follows:
<TABLE>
<CAPTION>
                                                                      2000            1999
                                                                  ------------    ------------
<S>                                                               <C>             <C>
       Land                                                       $        197    $        197
       Building                                                            789             789
       Furniture and equipment                                           4,132           2,413
       Leasehold improvements                                            1,604           1,267
                                                                  ------------    ------------
                 Total cost                                              6,722           4,666
       Less accumulated depreciation and amortization                    1,063             463
                                                                  ------------    ------------
                 Premises and equipment, net                      $      5,659    $      4,203
                                                                  ============    ============
</TABLE>

       Depreciation  expense for the years ended  December 31, 2000 and 1999 was
       $600,000 and $356,000, respectively.

       The Company has entered into leases for office  space over various  terms
       beginning  January  1998.  The leases are subject to annual  increases as
       well as allocations of real estate taxes and certain operating expenses.

       Minimum future rental payments under the noncancelable  operating leases,
       as of  December  31,  2000  for each of the next  five  years  and in the
       aggregate, are as follows:

       Year ending December 31,                                      Amount
                                                                  ------------
       2001                                                       $  1,165,000
       2002                                                          1,203,000
       2003                                                          1,239,000
       2004                                                            959,000
       2005                                                            988,000
       Thereafter                                                    3,392,000
                                                                  ------------
                                                                    $  8,946,000
                                                                  ============

       The total  rent  expense  was  $965,000  and  $742,000  in 2000 and 1999,
       respectively.


(7)    Deposits

       Deposits consist of the following at December 31, 2000 and 1999:

<PAGE>
                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999

<TABLE>
<CAPTION>
(In thousands)                                                        2000            1999
                                                                  ------------    ------------
<S>                                                               <C>             <C>
       Demand deposits                                            $     40,943    $     12,330
       Interest checking                                                12,069           3,891
       Money market and statement savings                               25,683          11,499
       Certificates of deposit                                          84,676          32,153
                                                                  ------------    ------------
                                                                  $    163,371    $     59,873
                                                                  ============    ============
</TABLE>

       Interest expense by deposit categories is as follows:
<TABLE>
<CAPTION>
(In thousands)                                                        2000            1999
                                                                  ------------    ------------
<S>                                                               <C>             <C>
       Interest checking                                          $        130    $         49
       Money market and statement savings                                  685             271
       Certificates of deposit                                           3,479             887
                                                                  ------------    ------------
                                                                  $      4,294    $      1,207
                                                                  ============    ============
</TABLE>

       The aggregate amount of time deposits,  each with a minimum  denomination
       of  $100,000  was   $40,459,000   and   $22,290,000  in  2000  and  1999,
       respectively.

       At December 31, 2000, the scheduled maturities of certificates of deposit
       are as follows:
<TABLE>
<CAPTION>
<S>    <C>                                                                        <C>
       (In thousands)
       2001                                                                       $     62,410
       2002                                                                             19,375
       2003                                                                              1,063
       2004                                                                                433
       2005 and thereafter                                                               1,395
                                                                                  ------------
                                                                                  $     84,676
                                                                                  ============
</TABLE>
(8)    Borrowings

       The Company has obtained and renewed  advances from the Federal Home Loan
       Bank of Atlanta of $6.0 million for the years ended December 31, 2000 and
       1999.  As of December 31, 2000,  the Company had the  following  advances
       outstanding:
<TABLE>
<CAPTION>
                                                                                    Amount
       Advance Date     Interest Rate      Term of Advance       Date Due         Outstanding
       -------------    --------------     ---------------    --------------    --------------
<S>      <C>                <C>               <C>                 <C>           <C>
         12/12/00           6.70%             3 months            03/12/01      $    3,000,000
         12/26/00           6.42%             4 months            04/26/01           3,000,000
                                                                                --------------
                                                                                $    6,000,000
                                                                                ==============
</TABLE>
       The  average  balances  of  short-term  borrowings  for the  years  ended
       December  31,  2000  and  1999  were  $6.0  million  and  $1.8   million,
       respectively,  while the  maximum  amount  outstanding  at any  month-end
       during the years ended December 31, 2000 and 1999 was $6.0 million. Total
       interest expense on


<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


       short-term  borrowings for the years ended December 31, 2000 and 1999 was
       $398,000 and $98,000, respectively.

       Securities sold under  agreements to repurchase,  which are classified as
       secured  borrowings,  generally  mature  within one to four days from the
       transaction  date.  Securities  sold under  agreements to repurchase  are
       reflected  at  the  amount  of  cash  received  in  connection  with  the
       transaction.  The Company is required  to provide  additional  collateral
       based on the fair value of the underlying securities.

       As of  December  31,  2000,  the  Company had  repurchase  agreements  of
       $1,287,000  at a rate of 5.00%.  The average  balances of the  repurchase
       agreements  for 2000 was $929,000 and the maximum  amount  outstanding at
       any month-end during 2000 was $3,720,000.  Interest expense on repurchase
       agreements for 2000 was $48,000. The Company had no repurchase agreements
       in 1999.

(9)    Income Taxes

       The  Company  and its  subsidiaries  file  consolidated  tax returns on a
       calendar-year  basis.  The  Company  had no  provision  for  current  and
       deferred  income  taxes for the years ended  December  31, 2000 and 1999,
       respectively.

       The provision  for income taxes is  reconciled to the amount  computed by
       applying the federal  corporate tax rate to income before taxes and is as
       follows:
<TABLE>
<CAPTION>
                                                                      2000             1999
                                                                  ------------     ------------
<S>                                                               <C>              <C>
       Income tax (benefit) at federal corporate rate             $ (1,350,143)    $ (1,373,165)
       Nondeductible expenses                                           90,233           18,363
       Change in valuation allowance                                 1,259,910        1,354,802
                                                                  ------------     ------------
                                                                  $          -     $          -
                                                                  ============     ============
</TABLE>

       The tax benefits of temporary differences between the financial reporting
       basis  and  income  tax  basis of assets  and  liabilities  relate to the
       following:

<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                              2000             1999
                                                                          ------------     ------------
<S>                                                                       <C>                   <C>
       Deferred tax assets:
           Bad debts                                                      $    500,464          223,126
           Organization and other costs                                         66,632           71,438
           Net operating loss carryforwards                                  3,552,745        1,765,588
           Unrealized (gains) losses on investments available-for-sale          (1,379)          58,153
           Other                                                                 1,279            6,890
                                                                          ------------     ------------
                          Total gross deferred assets                        4,119,741        2,125,195
       Less valuation allowance                                             (3,940,171)      (2,026,756)
                                                                          ------------     ------------
                          Net deferred tax assets                              179,570           98,439
                                                                          ------------     ------------
       Deferred tax liabilities:
           Prepaid expenses                                                    (35,710)          (6,960)
           Depreciation                                                        (94,084)         (91,479)
           Loan origination costs                                              (49,776)               -
                                                                          ------------     ------------
                          Total gross deferred tax liabilities                (179,570)         (98,439)
                                                                          ------------     ------------
           Net deferred tax asset                                         $          -                -
                                                                          ============     ============
</TABLE>

       Deferred income taxes reflect temporary differences in the recognition of
       revenue and expenses for tax reporting and financial  statement purposes,
       principally  because certain items, such as depreciation and amortization
       are  recognized  in different  periods for  financial  reporting  and tax
       return  purposes.  A valuation  allowance in the amount of  $3,940,000 at
       December  31,  2000  and   $2,026,000  at  December  31,  1999  has  been
       established  for deferred  tax assets as  realization  is dependent  upon
       generating future taxable income.

       The Company has net operating loss  carryforwards of approximately  $10.4
       million at December 31, 2000 which are available to offset future taxable
       income.  $1.9 million of the net operating loss  carryforwards is subject
       to annual  limitation on  utilization.  The Company's net operating  loss
       carryforwards  expire as follows:  $1.5 million in 2018,  $3.6 million in
       2019, and $5.3 million in 2020.

(10)   Regulatory Matters

       The Company's banking  subsidiaries ("the Banks"), as national banks, are
       subject to the dividend  restrictions set forth by the Comptroller of the
       Currency.  Under such restrictions,  the Banks may not, without the prior
       approval of the Comptroller of the Currency,  declare dividends in excess
       of the sum of the current year's  earnings (as defined) plus the retained
       earnings  (as  defined)  from the prior two years.  At December 31, 2000,
       there were no earnings against which dividends could be paid.

       The Banks are required to maintain a minimum average reserve balance with
       the Federal Reserve Bank. The average amount of the required  reserve was
       $100,000 for 2000.  As members of the Federal  Reserve  Bank system,  the
       Banks are  required  to  subscribe  to  shares of $100 par value  Federal
       Reserve Bank stock equal to 6 percent of the Bank's  capital and surplus.
       The Banks are  required  to pay for  one-half  of the  subscription.  The
       remaining amount is subject to call when deemed necessary by the Board of
       Governors of the Federal Reserve.

       The  Federal  Deposit  Insurance  Corporation  Improvement  Act  of  1991
       ("FDICIA")  requires the  regulators to stratify  institutions  into five
       quality tiers based upon their relative capital strengths and to increase
       progressively  the degree of  regulation  over the  weaker  institutions,
       limits the pass through deposit  insurance  treatment of certain types of
       accounts, adopts a "truth in savings" program, calls for

<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


       the adoption of risk-based premiums on deposit insurance and requires the
       Banks to observe insider credit underwriting products no less strict than
       those applied to comparable noninsider transactions.

       At  December  31,  2000,  the Company  and its  subsidiary  banks met all
       regulatory  capital  requirements.  The key  measures of capital are: (1)
       total  capital  (Tier I capital plus the  allowance for loan losses up to
       certain limitations) as a percent of total risk-weighted assets, (2) Tier
       I capital  (as  defined) as a percent of total  risk-weighted  assets (as
       defined),  and (3) Tier I capital  (as  defined)  as a  percent  of total
       assets (as defined).
<TABLE>
<CAPTION>
As of December 31, 2000                                                                      To Be Well
(In thousands)                                                                            Capitalized Under
                                                                       For Capital        Prompt Corrective
                                                     Actual         Adequacy Purposes     Action Provisions
                                               ------------------   ------------------   ------------------
                                                Amount    Ratio      Amount    Ratio      Amount     Ratio
                                               --------  --------   --------  --------   --------  --------
<S>                                            <C>          <C>     <C>       <C>        <C>       <C>
       Total capital to risk weighted assets   $ 36,002     19.94%  $ 14,443  >=  8.00%  $ 18,053  >= 10.00%
       Tier I capital to risk weighted assets    34,102     18.89%     7,221  >=  4.00%    10,832  >=  6.00%
       Tier I capital to average assets          34,102     17.39%     8,282  >=  4.00%    10,352  >=  5.00%
</TABLE>
<TABLE>
<CAPTION>
As of December 31, 1999                                                                      To Be Well
(In thousands)                                                                            Capitalized Under
                                                                       For Capital        Prompt Corrective
                                                     Actual         Adequacy Purposes     Action Provisions
                                               ------------------   ------------------   ------------------
                                                Amount    Ratio      Amount    Ratio      Amount     Ratio
                                               --------  --------   --------  --------   --------  --------
<S>                                            <C>          <C>     <C>       <C>        <C>       <C>
       Total capital to risk weighted assets   $ 31,585     38.75%  $  6,521  >=  8.00%  $  8,151  >= 10.00%
       Tier I capital to risk weighted assets    30,858     37.86%     3,261  >=  4.00%     4,891  >=  6.00%
       Tier I capital to average assets          30,858     32.55%     3,881  >=  4.00%     4,852  >=  5.00%

</TABLE>

(11)   Related-Party Transactions

       Officers,  directors,  employees and their related business interests are
       loan  customers  in the  ordinary  course of  business.  In  management's
       opinion,  these loans are made on substantially the same terms, including
       interest  rates  and  collateral,  as  those  prevailing  at the time for
       comparable  loans with other  persons and do not involve more than normal
       risk of collectibility or present other unfavorable features.

       Analysis of activity for loans to related parties is as follows:
<TABLE>
<CAPTION>
(In thousands)                                                      2000           1999
                                                                ------------   ------------
<S>                                                             <C>            <C>
       Balance, beginning of year                               $      2,876   $        996
       New loans                                                         853          2,336
       Loans paid off or paid down                                      (421)          (456)
                                                                ------------   ------------
       Balance, end of year                                     $      3,308   $      2,876
                                                                ============   ============
</TABLE>

<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


(12)   Earnings Per Common Share

       The following is the calculation of basic and diluted earnings per common
       share.  Because the Company has net losses, all stock options issued have
       an  anti-dilutive  effect and,  therefore,  have been  excluded  from the
       earnings per common share calculation.
<TABLE>
<CAPTION>
                                                                    2000           1999
                                                                ------------   ------------
<S>                                                             <C>            <C>
       Net loss to common shareholders                          $ (3,971,008)  $ (4,038,719)
       Dividends to preferred shareholders                           170,555              -
                                                                ------------   ------------
       Net loss to common shareholders                            (4,141,563)    (4,038,719)
       Weighted average shares for basic and diluted               4,246,346      4,240,819
       Basic earnings (loss) per common share                   $      (0.98)  $      (0.95)
                                                                ============   ============
       Diluted earnings (loss) per common share                 $      (0.98)  $      (0.95)
                                                                ============   ============
</TABLE>

(13)   Employee Benefit Plan

       The Company  established  a 401(k) plan in January  1998 for all eligible
       employees. The Company began to match a portion of employee contributions
       beginning  January 1, 1999. The Company's match for December 31, 2000 and
       1999 was $109,000 and $61,000, respectively.


(14)   Director and Employee Stock Compensation Plan

       In 1998, the Company adopted a stock option plan (the "Plan") pursuant to
       which the Company may grant stock options to employees and members of its
       holding  company and  subsidiaries'  Board of Directors.  The Company has
       granted  options to purchase up to 318,462  shares of common  stock as of
       December 31, 2000.

       The Company  also granted  stock awards to an employee.  The stock awards
       vest ratably over a three year period and are  contingent  upon continued
       employment  of the  individual  and  other  factors  as set  forth in the
       agreement.  As of December 31, 2000,  the Company  recognized  $12,000 in
       compensation expense related to the stock awards.

       Stock  options  are granted  with an exercise  price equal to the stock's
       fair  market  value at the date of grant.  Director  stock  options  have
       10-year terms and vest and become fully exercisable immediately. Employee
       stock  options have 10-year  terms and vest and become fully  exercisable
       after 3 years.

<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


       Stock option activity during the periods indicated is as follows:
<TABLE>
<CAPTION>
                                                                                 Weighted
                                                                                 Average
                                                                  Number of      Exercise
                                                                   Shares         Price
                                                                ------------   ------------
<S>                                                                  <C>       <C>
       Balance at December 31, 1998                                   13,750   $       6.75
       Granted                                                       164,841   $       6.84
       Exercised                                                           -              -
       Forfeited                                                        (440)          6.38
       Expired                                                             -              -
                                                                ------------   ------------
       Balance at December 31, 1999                                  178,151   $      13.22
       Granted                                                        62,786           4.90
       Issued at acquisition                                          95,534           3.56
       Exercised                                                      (7,259)          2.92
       Forfeited                                                     (10,750)          6.21
       Expired                                                             -              -
                                                                ------------   ------------
       Balance at December 31, 2000                                  318,462   $       5.74
                                                                ============   ============
</TABLE>

       At December 31, 2000, the range of exercise  prices and  weighted-average
       remaining  contractual life of outstanding options were $2.41 - $7.50 and
       8.4 years,  respectively.  At December  31,  1999,  the range of exercise
       prices and  weighted-average  remaining  contractual  life of outstanding
       options  were $6.38 - $7.50 and 9.2 years,  respectively.  As of December
       31, 2000 and 1999, the outstanding  options  exercisable were 133,075 and
       44,800, respectively.

       At December  31, 2000 and 1999,  additional  shares  available  for grant
       under the Plan  were  74,279  and  221,849,  respectively.  The per share
       weighted-average fair value of stock options granted during 2000 and 1999
       was $2.23 and $2.74,  respectively,  on the date of grant using the Black
       Scholes  option-pricing  model  (using an  expected  volatility  over the
       expected   life  of  the  options  of  33.5  percent  and  37.5  percent,
       respectively).  As of December 31, 2000 the weighted-average  assumptions
       were as follows: expected dividend yield 0.00 percent, risk-free interest
       rate of 6.54 percent,  and an expected  life of 10 years.  As of December
       31, 1999,  the  weighted-average  assumptions  were as follows:  expected
       dividend yield 0.00 percent, risk-free interest rate of 4.94 percent, and
       an expected life of 10 years.

       The Company  applies APB Opinion No. 25 in  accounting  for its Plan and,
       accordingly,  no  compensation  cost has been  recognized  for its  stock
       options.  Had the Company determined  compensation cost based on the fair
       value at the grant date for its stock  options  under SFAS No.  123,  the
       Company's  net loss would have been  increased  to the pro forma  amounts
       indicated below:


<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


<TABLE>
<CAPTION>
                                                                   2000               1999
                                                              --------------     --------------
<S>                                                           <C>                <C>
       Net loss:
           As reported                                        $   (3,971,000)    $   (4,038,000)
           Pro forma                                              (4,111,000)        (4,490,000)
       Loss per share:
           As reported                                        $        (0.98)    $        (0.95)
           Pro forma                                                   (1.01)             (1.06)
</TABLE>

(15)   Segment Reporting

       The Company  operates  and reports in two business  segments,  commercial
       banking and investment advisory services.  The commercial banking segment
       includes both commercial and consumer lending and provides customers such
       products as  commercial  loans,  real estate  loans,  and other  business
       financing  and consumer  loans.  In addition,  this segment also provides
       customers  with  several  choices of deposit  products  including  demand
       deposit  accounts,  savings  accounts and  certificates  of deposit.  The
       investment  advisory  services  segment  provides  advisory  services  to
       businesses   and   individuals    including    financial   planning   and
       retirement/estate planning.

       Information  about  reportable  segments,   and  reconciliation  of  such
       information to the  consolidated  financial  statements as of and for the
       years ended December 31, 2000 and 1999 follows:

Segment Reporting as of December 31, 2000
<TABLE>
<CAPTION>
                                             Commercial     Investment                   Intersegment
                                               Banking       Advisory         Other      Elimination    Consolidated
                                            ------------   ------------   ------------   ------------   ------------
<S>                                         <C>            <C>            <C>            <C>            <C>
       Net interest income                  $  5,913,862   $          -   $    496,059   $          -   $  6,409,921
       Provision for loan losses                 752,755              -              -              -        752,755
       Non-interest income                       573,754      1,515,530         12,210         (3,553)     2,097,941
       Non-interest expense                    6,694,546      1,990,297      3,044,825         (3,553)    11,726,115
                                            ------------   ------------   ------------   ------------   ------------
       Net income (loss)                    $   (959,685)  $   (474,767)  $ (2,536,556)  $          -   $ (3,971,008)
                                            ============   ============   ============   ============   ============
       Total assets                         $193,641,120   $    175,842   $ 35,013,763   $(21,782,385)  $207,048,340


Segment Reporting as of December 31, 1999

                                             Commercial     Investment                   Intersegment
                                               Banking       Advisory         Other      Elimination    Consolidated
                                            ------------   ------------   ------------   ------------   ------------
       Net interest income                  $  2,136,974   $          -   $    887,738   $          -   $  3,024,712
       Provision for loan losses                 513,847              -              -              -        513,847
       Non-interest income                       310,441      1,017,924         (7,880)             -      1,320,485
       Non-interest expense                    4,238,767      1,612,411      2,018,891              -      7,870,069
                                            ------------   ------------   ------------   ------------   ------------
       Net income (loss)                    $ (2,305,199)  $   (594,487)  $ (1,139,033)  $          -   $ (4,038,719)
                                            ============   ============   ============   ============   ============
       Total assets                         $ 91,628,884   $    792,792   $ 31,056,219   $(26,444,928)  $ 97,032,967

</TABLE>

<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


       The Company does not have operating  segments other than those  reported.
       Parent  Company  financial  information is included in the Other category
       and represents the overhead function rather than an operating segment.

(16)   Financial Instruments with Off Balance Sheet Risk

       The Company is a party to financial  instruments  with  off-balance-sheet
       risk in the normal course of business to meet the financing  needs of its
       customers.  These  financial  instruments  include  commitments to extend
       credit  and  standby   letters  of  credit  and   financial   guarantees.
       Commitments to extend credit are agreements to lend to a customer so long
       as there is no violation of any  condition  established  in the contract.
       Commitments  usually have fixed  expiration dates up to one year or other
       termination  clauses and may require  payment of a fee. Since many of the
       commitments  are expected to expire  without being drawn upon,  the total
       commitment amounts do not necessarily represent future cash requirements.

       Standby  letters  of credit  are  conditional  commitments  issued by the
       Company to guarantee the performance of the contractual  obligations by a
       customer to a third party. The majority of these guarantees  extend until
       satisfactory  completion of the customer's contractual  obligations.  All
       standby   letters  of  credit   outstanding  at  December  31,  2000  are
       collateralized.

       Those instruments  represent  obligations of the Company to extend credit
       or  guarantee  borrowings,  therefore,  they  are  not  recorded  on  the
       consolidated  statements of financial  condition.  The rates and terms of
       these  instruments are competitive with others in the market in which the
       Company operates. Almost all of these instruments as of December 31, 2000
       have floating rates, therefore significantly mitigating the market risk.

       Those instruments may involve, to varying degrees, elements of credit and
       interest rate risk in excess of the amount recognized in the consolidated
       statements  of  financial  condition.  Credit  risk  is  defined  as  the
       possibility of sustaining a loss because the other parties to a financial
       instrument  fail to perform in accordance with the terms of the contract.
       The Company's  maximum  exposure to credit loss under standby  letters of
       credit and commitments to extend credit is represented by the contractual
       amounts of those instruments.
<TABLE>
<CAPTION>
<S>                                                                      <C>
       (In thousands)
       Financial instruments whose contract amounts represent potential
           credit risk:
              Commitments to extend credit                               $     45,739
              Standby letters of credit                                         3,215
                                                                         ============
</TABLE>

       The Company  uses the same  credit  policies  in making  commitments  and
       conditional obligations as it does for on-balance-sheet  instruments. The
       Company  evaluates  each  customer's  creditworthiness  on a case-by-case
       basis and  requires  collateral  to support  financial  instruments  when
       deemed  necessary.  The amount of collateral  obtained upon  extension of
       credit  is  based  on  management's   evaluation  of  the   counterparty.
       Collateral  held varies but may  include  deposits  held by the  Company,
       marketable securities,  accounts receivable,  inventory,  property, plant
       and equipment, and income-producing commercial properties.

<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


(17)   Disclosures of Fair Value of Financial Instruments

       The assumptions used and the estimates disclosed  represent  management's
       best judgment of appropriate valuation methods. These estimates are based
       on pertinent information available to management as of December 31, 2000.
       In certain cases,  fair values are not subject to precise  quantification
       or  verification  and may  change as  economic  and market  factors,  and
       management's evaluation of those factors change.

       Although  management  uses its best judgment in estimating the fair value
       of these  financial  instruments,  there are inherent  limitations in any
       estimation  technique.  Therefore,  these  fair value  estimates  are not
       necessarily indicative of the amounts that the Company would realize in a
       market transaction. Because of the wide range of valuation techniques and
       the numerous  estimates  which must be made,  it may be difficult to make
       reasonable comparisons of the Company's fair value information to that of
       other financial institutions. It is important that the many uncertainties
       discussed  above be  considered  when  using  the  estimated  fair  value
       disclosures  and to  realize  that  because of these  uncertainties,  the
       aggregate   fair  value   amount   should  in  no  way  be  construed  as
       representative of the underlying value of the Company.

       Fair Value of Financial Instruments

       The following  summarizes the significant  methodologies  and assumptions
       used in estimating the fair values presented in the accompanying table.

       Cash and Cash Equivalents

       The carrying amount of cash and cash  equivalents is used as a reasonable
       estimate of fair value.

       Investment Securities and Other Investments

       Fair values for  investment  securities are based on quoted market prices
       or prices quoted for similar financial instruments.  Fair value for other
       investments  is estimated as their cost since no active  trading  markets
       exist.

       Loans Receivable

       In order to determine the fair market value for loans, the loan portfolio
       was segmented  based on loan type,  credit  quality and  maturities.  For
       certain  variable  rate loans with no  significant  credit  concerns  and
       frequent repricings,  estimated fair values are based on current carrying
       amounts.  The fair values of other loans are estimated  using  discounted
       cash flow  analyses,  using interest  rates  currently  being offered for
       loans with similar terms to borrowers of similar credit quality.

       Deposits

       The fair values  disclosed for demand deposits are, by definition,  equal
       to the amount  payable on demand at the  reporting  date (that is,  their
       carrying  amounts.)  The carrying  amounts of variable  rate,  fixed-term
       money market accounts and certificates of deposit (CDs) approximate their
       fair value at the  reporting  date.  Fair values for  fixed-rate  CDs are
       estimated using a discounted cash flow  calculation that applies interest
       rates currently being offered on certificates to a schedule of aggregated
       expected monthly maturities on time deposits.

<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


       Borrowings

       The fair value of  borrowings is estimated  using a discounted  cash flow
       calculation  that  applies an  interest  rate  currently  available  with
       similar terms.

       Commitments

       The fair  value of these  financial  instruments  is based on the  credit
       quality and relationship,  fees, interest rates,  probability of funding,
       compensating   balance  and  other  convenants  or  requirements.   These
       commitments  generally have fixed  expiration  dates expiring  within one
       year. Many  commitments are expected to, and typically do, expire without
       being  drawn  upon.  The  rates  and  terms  of  these   instruments  are
       competitive with others in the market in which the Company operates.  The
       carrying  amounts  are  reasonable  estimates  of the fair value of these
       financial instruments. The carrying amounts of these instruments are zero
       at December 31, 2000.

       Accrued Interest

       The carrying amounts of accrued interest approximate their fair values.



<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


       Fair Value of Financial Instruments as of December 31, 2000 and 1999:
<TABLE>
<CAPTION>
                                                                     December 31, 2000
                                                                --------------------------
                                                                  Carrying     Estimated
       (In thousands)                                              Amount      Fair Value
                                                                ------------  ------------
<S>                                                             <C>           <C>
       Financial assets:
           Cash and cash equivalents                            $     29,488  $     29,488
           Investment securities and other investments                 8,448         8,448
           Loans receivable                                          152,371       152,462
           Accrued interest receivable                                 1,059         1,059
       Financial liabilities:
           Demand deposits                                      $     40,943  $     40,943
           Interest checking                                          12,069        12,069
           Money market and statement savings                         25,683        25,683
           Certificates of deposit                                    84,676        85,535
           Borrowings                                                  7,287         7,287
           Accrued interest payable                                       78            78
</TABLE>
<TABLE>
<CAPTION>
                                                                     December 31, 1999
                                                                --------------------------
                                                                  Carrying     Estimated
(In thousands)                                                     Amount      Fair Value
                                                                ------------  ------------
<S>                                                             <C>           <C>
       Financial assets:
           Cash and cash equivalents                            $     19,043  $     19,043
           Investment securities and other investments                 5,822         5,822
           Loans receivable                                           67,441        66,896
           Accrued interest receivable                                   351           351
       Financial liabilities:
           Demand deposits                                      $     12,330  $     12,330
           Interest checking                                           3,891         3,891
           Money market and statement savings                         11,499        11,499
           Certificates of deposit                                    32,153        32,124
           Accrued interest payable                                       48            48
</TABLE>

(18)   Parent Company -Only Financial Statements

       The  Cardinal  Financial  Corporation  (parent  company-only)   condensed
       financial statements are as follows:


<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999



              PARENT COMPANY ONLY CONDENSED STATEMENTS OF CONDITION
                           December 31, 2000 and 1999
                                 (In thousands)

<TABLE>
<CAPTION>
                          Assets                                    2000          1999
                                                                ------------  ------------
<S>                                                             <C>           <C>
Cash & cash equivalents                                         $      3,478  $      8,224
Investment securities available-for-sale                                   -         2,438
Other investments                                                         84            84
Investment in subsidiaries                                            19,341        17,676
Premises and equipment, net                                            2,365         2,532
Goodwill and other intangibles                                         9,576             -
Other assets                                                             169           102
                                                                ------------  ------------
               Total assets                                     $     35,013  $     31,056
                                                                ============  ============
           Liabilities and Shareholders' Equity

Total liabilities                                               $        901  $        311

Total shareholders' equity                                      $     34,112  $     30,745

               Total liabilities and shareholders' equity       $     35,013  $     31,056
                                                                ============  ============
</TABLE>


<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999



             PARENT COMPANY ONLY CONDENSED STATEMENTS OF OPERATIONS

                     Years Ended December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                     2000          1999
                                                                 ------------   ------------
<S>                                                              <C>            <C>
Income:
Interest income                                                  $    496,059   $    887,738
Other income                                                           12,210         (7,880)
                                                                 ------------   ------------
    Total income                                                      508,269        879,858


Expense:

General and administrative expenses                                 3,044,825      2,018,891
                                                                 ------------   ------------
    Total expense                                                   3,044,825      2,018,891

    Net loss before income taxes and equity in undistributed
          earnings of subsidiaries                               $ (2,536,556)  $ (1,139,033)

Provision for income taxes                                                  -              -

Equity in undistributed earnings of subsidiaries                   (1,434,452)    (2,899,686)
                                                                 ------------   ------------
Net loss                                                         $ (3,971,008)  $ (4,038,719)
                                                                 ------------   ------------
</TABLE>


<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


                  PARENT COMPANY ONLY CONDENSED STATEMENT OF CASH FLOWS
                         Years ended December 31, 2000 and 1999
                                     (In thousands)
<TABLE>
<CAPTION>
                                                                                             2000             1999
                                                                                         ------------     ------------
<S>                                                                                      <C>              <C>
Cash flows from operating activities:
    Net loss                                                                             $     (3,971)    $     (4,039)
    Adjustments to reconcile net loss to net cash used in operating
      activities:
        Equity in undistributed earnings of subsidiaries                                        1,434            2,900
        Depreciation and amortization                                                             465              245
        Increase (decrease) in and other assets and liabilities                                   544             (156)
                                                                                         ------------     ------------
                Net cash used in operating activities                                          (1,528)          (1,050)
                                                                                         ------------     ------------
Cash flows from investing activities:
    Capital infusions in subsidiaries                                                            (750)         (14,028)
    Dividends from subsidiary                                                                   3,000                -
    Net change in premises and equipment                                                          (62)          (1,249)
    Proceeds from sale of and redemptions of securities                                         2,468            3,500
    Purchase of other investments                                                                   -              (84)
    Cash paid in acquisition                                                                   (7,726)               -
                                                                                         ------------     ------------
                Net cash used in investing activities                                          (3,070)         (11,861)
                                                                                         ------------     ------------
Cash flows from financing activities:
    Dividends declared on preferred stock                                                        (170)               -
    Stock options exercised                                                                        22                -
    Reversal of accrued costs related to public offering                                            -              138
                                                                                         ------------     ------------
             Net cash (used in) provided by financing activities                                 (148)             138
                                                                                         ------------     ------------
Net decrease in cash and cash equivalents                                                      (4,746)         (12,773)

Cash and cash equivalents at beginning of period                                                8,224           20,997
                                                                                         ------------     ------------
Cash and cash equivalents at end of period                                               $      3,478     $      8,224
                                                                                         ============     ============


</TABLE>





<PAGE>


                                   SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934,  as  amended,  the  registrant  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                     CARDINAL FINANCIAL CORPORATION



Date:  April 30, 2001                By: /s/ L. Burwell Gunn, Jr.
                                         ---------------------------------------
                                         L. Burwell Gunn, Jr.
                                         President and Chief Executive Officer



<PAGE>


                                  EXHIBIT INDEX

   Number                               Document
   ------                               --------

    3.1          Articles of  Incorporation of Cardinal  Financial  Corporation,
                 attached as Exhibit 3.1 to the  Registration  Statement on Form
                 SB-2, Registration No. 333-52279,  filed with the Commission on
                 May  8,  1998  (the  "Form  SB-2"),   incorporated   herein  by
                 reference.

    3.2          Articles  of  Amendment  to the  Articles of  Incorporation  of
                 Cardinal Financial Corporation, which set forth the designation
                 for the Series A  Preferred  Stock,  attached as Exhibit 4.2 to
                 the  Registration  Statement  on  Form  8-A,  Registration  No.
                 0-24457,  filed  with the  Commission  on  September  5,  2000,
                 incorporated herein by reference.

    3.3          Bylaws of Cardinal Financial  Corporation,  attached as Exhibit
                 3.2 to the Form SB-2, incorporated herein by reference.

    4            Form of Common Stock Certificate,  attached as Exhibit 4 to the
                 Form SB-2, incorporated herein by reference.

    10.1         Employment  Agreement,  dated as of October 13,  1998,  between
                 Cardinal Financial  Corporation and Thomas C. Kane, attached as
                 Exhibit 10.2 to the Company's  Annual Report on Form 10-KSB for
                 the year ended  December  31,  1998 (the  "1998 Form  10-KSB"),
                 incorporated herein by reference.

    10.2         Employment  Agreement,  dated as of August  31,  1998,  between
                 Cardinal Financial  Corporation and Greg D. Wheeless,  attached
                 as Exhibit 10.7 to the 1998 Form 10-KSB, incorporated herein by
                 reference.

    10.3         Cardinal Financial Corporation 1999 Stock Option Plan, attached
                 as Exhibit A to the Company's  definitive  Proxy  Statement for
                 the 1999 Annual Meeting of Shareholders, incorporated herein by
                 reference

    10.4         Employment  Agreement,  dated as of November  3, 2000,  between
                 Cardinal Financial Corporation and Carl E. Dodson.*

    10.5         Employment  Agreement,  dated  as of January 2,  2001,  between
                 Cardinal Financial Corporation and William J. Ridenour.*

    21           Subsidiaries of the Registrant.**

    ---------------------
    *   Filed herewith.
    **  Previous filed.