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, 1998

                         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.)

                10641 Lee Highway
                Fairfax, Virginia                          22030
     (Address of Principal Executive Offices)           (Zip Code)

                                 (703) 934-9200
                (Issuer's Telephone Number, Including Area Code)

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

                          Common Stock, $1.00 par value
                                (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. __X__

         The issuer's  revenues for the fiscal year ended December 31, 1998 were
$1,590,608.

         The aggregate  market value of the voting stock held by  non-affiliates
(as of December 31, 1998)  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 25,
1999 was $25,489,750.

         The number of shares  outstanding of Common Stock, as of March 31, 1999
was 4,239,509.


<PAGE>

                                TABLE OF CONTENTS
                              (Amended Items Only)

                                    PART III

<TABLE>
<CAPTION>
                                                                                                         Page
<S>          <C>   
Item 9.      Directors, Executive Officers, Promoters and Control Persons;
             Compliance with Section 16(a) of the Exchange Act............................................ 3

Item 10.     Executive Compensation....................................................................... 5

Item 11.     Security Ownership of Certain Beneficial Owners and Management............................... 7

Item 12.     Certain Relationships and Related Transactions............................................... 8
</TABLE>




                                       2
<PAGE>

                                    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 of
Cardinal Financial Corporation (the "Company").

Robert M. Barlow, 69, 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, 75, 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, 69, 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 is a Commissioner on the Fairfax Area Council
         on Aging.

L. Burwell Gunn, Jr., 54, has been a director since 1997.
         Mr. Gunn has been President and Chief Executive  Officer of the Company
         since  1997.  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.

Anne B. Hazel, 59, has been a director since 1997.
         Ms.  Hazel  serves  as a  Director  of  the  Corcoran  Museum  of  Art,
         Washington,  D.C.,  the Florida House,  Washington,  D.C., the Morikani
         Museum and Japanese Gardens Foundation,  Delray Beach,  Florida and the
         Concert Hall at Mizner Park, Boca Raton, Florida.

Harvey W. Huntzinger, 72, has been a director since 1997.
         Mr. Huntzinger is a founder of National Systems Management Corporation,
         a service company organized in 1972, and has been its President and CEO
         since 1983.

Jones V. Isaac, 67, 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.

Dale B. Peck, 53, has been a director since 1997.
         Mr.  Peck is a partner  with  Beers & Cutler,  PLLC,  Certified  Public
         Accountants,  in Vienna,  Virginia.  Prior to joining his present firm,
         Mr. Peck founded and operated his own practice.

James D. Russo, 52, has been a director since 1997.
         Mr. Russo is the Senior Vice  President,  Chief  Financial  Officer and
         Treasurer of Shire  Laboratories,  Inc., a pharmaceutical  research and
         development company in Rockville, Maryland.



                                       3
<PAGE>

John H. Rust, Jr., 51, has been Chairman of the Board since 1997.
         Mr.  Rust is  currently  of counsel in the law firm of  McCandlish  and
         Lillard in  Fairfax,  Virginia.  Mr.  Rust is a member of the  Virginia
         House of Delegates.

Executive Officers Who Are Not Directors

         Edgar M. Andrews,  III, 52, has been  Executive  Vice  President of the
Company  since  1998  and,  subject  to  regulatory  approval,  is  slated to be
President of Cardinal  Bank -  Alexandria/Arlington,  N.A., a subsidiary  of the
Company,  when it opens.  Prior to 1998,  Mr.  Andrews was  President  and Chief
Executive  Officer of the Civil War Trust, a 501(c)(3)  non-profit  organization
that he helped organize in 1992.

         Christopher  W.  Bergstrom,  39, has been  Executive Vice President and
Commercial  Lending Officer of the Company since 1998 and, subject to regulatory
approval, is slated to be President of the Manassas/Prince William Bank, N.A., a
subsidiary  of the Company,  when it opens.  Prior to 1998,  Mr.  Bergstrom  was
employed  with  Crestar  Bank,  where he  served  in a  variety  of  retail  and
commercial functions.

         Joseph L.  Borrelli,  51, 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,  44, has been Senior Vice  President  and Chief Credit
Officer of the  Company  since  1998.  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,  37, has been  President of Cardinal  Wealth  Services,
Inc.,  a  wholly-owned  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,  39, has been  Executive  Vice President and Senior
Lending  Officer of the Company and President of Cardinal  Bank, a subsidiary 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.

         Eleanor D. Schmidt, 38, has been 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,  37, has been Executive Vice President of the Company
since 1998 and,  subject to  regulatory  approval,  is slated to be President of
Cardinal Bank - Dulles, N.A., a subsidiary of the Company,  when it opens. 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.



                                       4
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"),  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 1998, all filing requirements  applicable to its officers and
directors were complied with.


Item 10. Executive Compensation

Executive Compensation

         The following table shows, for the fiscal years ended December 31, 1998
and 1997, 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>                 <C>  
L. Burwell Gunn, Jr.           1998         150,000        50,000           *                15,250              5,247
Chairman, President and Chief  1997          27,174        25,000           *                     -                981
   Executive Officer

F. Kevin Reynolds              1998(3)       98,640        30,000           *                 3,131                545
Executive Vice President and
   Senior Lending Officer

Joseph L. Borrelli             1998(4)       90,670        27,000           *                 2,818              3,544
Executive Vice President and
   Chief Financial Officer

Christopher W. Bergstrom       1998(5)       70,189        30,000           *                 3,131              3,405
Executive Vice President
</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)  With the  exception of a grant of an option to Mr. Gunn, in his capacity as
     a director, to purchase 1,250 shares of Common Stock, amounts disclosed for
     the year ended December 31, 1998  represent  grants of options to the named
     executive  officers  as of  January  1, 1999 and  relate to such  officers'
     compensation for the 1998 fiscal year.
(2)  Amounts  presented  represent gross value of payments made by the Bank year
     pursuant  to life  insurance  agreements  between the Company and the named
     executive  officers.  The 1997 amount reflects COBRA payments to Mr. Gunn's
     former employer to continue insurance benefits.



                                       5
<PAGE>

(3)  Mr.  Reynolds'  employment with the Company  commenced on January 19, 1998.
(4)  Mr. Borrelli's employment with the Company commenced on January 1, 1998.
(5)  Mr. Bergstrom's employment with the Company commenced on April 6, 1998.


Stock Options

         The  following  table sets forth for the year ended  December 31, 1998,
the grants of stock options to the named executive officers.

                        Option Grants In Last Fiscal Year
<TABLE>
<CAPTION>
                              Percent of Total
                            Number of Securities    Options Granted to
                             Underlying Options     Employees in Fiscal    Exercise or Base
                               Granted (#)(1)           Year (%)(2)         Price ($/Share)       Expiration Date
                               --------------           -----------         ---------------       ---------------
<S>                                <C>                     <C>                    <C>            <C>
L. Burwell Gunn, Jr.               1,250                   62.5%                  6.75           November 23, 2008
</TABLE>
___________________________
(1)  Stock  options were awarded at or above the fair market value of the shares
     of Common Stock at the date of award.
(2)  Options to purchase  2,000 shares of Common Stock were granted to employees
     during the year ended December 31, 1998. The options presented in the table
     were granted to Mr. Gunn in his capacity as a director of the Company.


         The  following  table sets forth the amount and value of stock  options
held by the named executive officers as of December 31, 1998.

                          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 ($)(1)
                                          -------------------                -------------------------
Name                                Exercisable (2)   Unexercisable       Exercisable      Unexercisable
----                                ---------------   -------------       -----------      -------------
<S>                                  <C>                   <C>                <C>               <C>
L. Burwell Gunn, Jr.                     1,250             --                 --                --
</TABLE>
___________________________
(1)  The value of  in-the-money  options at fiscal  year end was  calculated  by
     determining  the  difference  between the fair  market  value of the Common
     Stock underlying the options on December 31, 1998 and the exercise price of
     the options.
(2)  Subject to shareholder approval of the Company's 1999 Stock Option Plan.

Directors' Fees

         Directors of the Company do not receive any cash compensation.  In lieu
of cash fees for  service in 1998,  each  director of the Company was granted on
November 23, 1998 an option to purchase  1,250 shares of Common Stock at a price
of $6.75 per share. Such options expire on November 23, 2008.



                                       6
<PAGE>

Compensation and Other Employment Arrangements

         On September 30, 1997, Mr. Gunn entered into an employment  contract to
serve as  President  and Chief  Executive  Officer of the Company and to perform
such  services and duties as each  entity's  Board of Directors  may  designate.
Under the  contract,  Mr. Gunn is entitled to an annual base salary of $150,000.
Any  increases in base salary are at the  discretion of the Boards of Directors.
In addition,  Mr. Gunn earned a bonus in 1997 of $25,000 in connection  with the
completion of various  aspects of the  organization  of the Company and Cardinal
Bank, and may be entitled to up to an additional  $50,000 in connection with the
first year of operations of the Company and Cardinal Bank, and up to $50,000 per
year for future performance.

         The  contract is for a term of three  years and may be extended  for at
least two  additional  years.  Mr. Gunn serves at the pleasure of the  Company's
Board of Directors.  If, during the term of the contract,  Mr. Gunn's employment
is terminated  without cause,  Mr. Gunn will be entitled to a severance  payment
equal to his annual base salary at that time.  The  contract  also  provides for
certain non-competition  covenants for a period of one year following Mr. Gunn's
termination.

         During each year under his  three-year  employment  contract,  Mr. Gunn
will be granted an option to purchase  7,048 shares of Common Stock at $7.50 per
share,  or such number of shares as may be  determined by the Board of Directors
in its  discretion.  The grant of any option for any particular  year,  however,
shall be conditioned on the Company's financial  performance's exceeding certain
amounts budgeted for that year.

         Each of F. Kevin  Reynolds,  Joseph L.  Borrelli,  and  Christopher  W.
Bergstrom,  have also entered into employment  agreements with the Company.  Mr.
Reynolds'  agreement,  which is dated as of February 12, 1999,  provides for his
service as  Executive  Vice  President  of the Company and  President  and Chief
Executive  Officer of Cardinal Bank,  N.A. Mr.  Borrelli's  agreement,  which is
dated as of  February  17,  1999,  provides  for his service as  Executive  Vice
President and Chief Financial Officer of the Company. Mr. Bergstrom's agreement,
which is dated as of December  17,  1998,  provides for his service as Executive
Vice  President  of the Company and  President  and Chief  Executive  Officer of
Manassas/Prince William Bank.

         Each of the  agreements  for Messrs.  Reynolds,  Borrelli and Bergstrom
provide for annual base  salaries of $100,000 and includes  annual  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  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  in equal
installments  over a  three-year  period  from the date of grant.  Each of these
agreements  is for a term  that  expires  in  2001  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,  1999
regarding  the  number  of  shares of  Common  Stock  beneficially  owned by all
directors,  by all executive  officers 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



                                       7
<PAGE>

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                                           79,500                           1.9
    Christopher W. Bergstrom                                   17,603                            *
    Joseph L. Borrelli                                         13,859                            *
    Wayne W. Broadwater                                        29,000                            *
    Nancy K. Falck                                             61,336                           1.4
    L. Burwell Gunn, Jr.                                       35,770                            *
    Anne B. Hazel                                              15,334                            *
    Harvey W. Huntzinger                                       88,500                           2.1
    Jones V. Isaac                                             45,400                           1.1
    Dale B. Peck                                               28,667                            *
    F. Kevin Reynolds                                          18,250                            *
    James D. Russo                                             55,600                           1.3
    John H. Rust, Jr.                                          38,100                            *
    All present executive officers and
      directors as a group (18 persons)                       526,919                          12.3
</TABLE>
_____________________
*    Percentage of ownership is less than one percent of the outstanding  shares
     of Common Stock.
(1)  Includes beneficial ownership of shares issuable upon the exercise of stock
     options   exercisable  within  60  days  of  March  31,  1999,  subject  to
     shareholder approval of the Company's 1999 Stock Option Plan.


Security Ownership of Certain Beneficial Owners

         The  following  table  sets  forth  information  as of March 31,  1999,
regarding the number of shares of Common Stock beneficially owned by all persons
who own five percent or more of the outstanding shares of Common Stock.
<TABLE>
<CAPTION>
                                                      Common Stock               
Name and Address                                   Beneficially Owned           Percentage of Class
----------------                                   ------------------           -------------------
<S>                                                     <C>                            <C>
Laifer Capital Management, Inc.                          236,000                       5.6%
45 West 45th Street
New York, New York  10036
</TABLE>

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



                                       8
<PAGE>

loans to directors,  executive  officers and their  associates,  as a group,  at
December 31, 1998 totaled  $965,778,  or 2.8% of the Company's equity capital at
that date.

         Any future  transactions  between  the  Company  and its  officers  and
directors,  as well as transactions with any person who acquires five percent or
more of the  Company's  voting  stock will be on  substantially  the same terms,
including interest rates and security for loans, as those prevailing at the time
for comparable transactions with others.

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





                                       9
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

                                       CARDINAL FINANCIAL CORPORATION


Date:  April 30, 1999                  By: /s/ L. Burwell Gunn, Jr.             
                                           -------------------------------------
                                           President and Chief Executive Officer