UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC  20549


                                FORM 10-K




[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended    December 31, 1997
                          --------------------------------------------

                        or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from                   to                  .
                               -----------------    -----------------
Commission file Number      0-19209                                  .
                       ----------------------------------------------

                  Cardinal Bancorp, Inc.
---------------------------------------------------------------------
       (Exact name of registrant as specified in its charter)

         Pennsylvania                                25-1537130
-------------------------------                 -------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

140 East Main Street, Everett, Pennsylvania               15537
-------------------------------------------            ------------
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including Area Code   (814) 652-2131
                                                   ------------------
Securities registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange
Title of each class                             on which registered
--------------------                            ---------------------
     None                                               None
--------------------                            ---------------------

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

                    Common Stock, $.50 Par Value
---------------------------------------------------------------------
                          (Title of class)

     Indicate by check mark whether the registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the

                                       1

<PAGE>


Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes   X      No
    -----  -----
     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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-K or any
amendment to this Form 10-K. [ ]

     The aggregate market value of voting stock held by non-affiliates of the
registrant was $36,382,500 as of March 16, 1998.

     As of March 16, 1998, there were outstanding 990,000 shares of common
stock, $.50 par value.


                       DOCUMENTS INCORPORATED BY REFERENCE:

     Portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended December 31, 1997, (the "1997 Annual Report") are incorporated into
Parts I and II.

     Portions of the Registrant's Proxy Statement for the 1998 Annual Meeting
of Shareholders (the "1998 Proxy Statement") are incorporated by reference
into Part III.

                                       2

<PAGE>


                                     INDEX


PART I                                                         PAGE

Item 1.    Business ........................................     4

Item 2.    Properties ......................................    10

Item 3.    Legal Proceedings ...............................    10

Item 4.    Submission of Matters to a Vote
           of Security Holders .............................    11

PART II

Item 5.    Market for Registrant's Common Equity and
           Related Stockholder Matters......................    11

Item 6.    Selected Financial Data..........................    12

Item 7.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations..............    12

Item 7A.   Quantitative and Qualitative Disclosures
           about Market Risk................................    12

Item 8.    Financial Statements and Supplementary Data......    12

Item 9.    Changes in and Disagreements with Accountants
           on Accounting and Financial Disclosure...........    12

PART III

Item 10.   Directors and Executive Officers of the
           Registrant.......................................    13

Item 11.   Executive Compensation...........................    13

Item 12.   Security Ownership of Certain Beneficial
           Owners and Management............................    13

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

PART IV

Item 14.   Exhibits, Financial Statement Schedules and
           Reports on Form 8-K..............................    13


SIGNATURES                                                     16

                                       3

<PAGE>


                                     PART I

ITEM 1.  BUSINESS.
-------  ---------

     The information required by this Item is incorporated by reference
herein, from page 1 of the 1997 Annual Report of Cardinal Bancorp, Inc. (the
"Registrant" or "Corporation").  Additionally, certain other matters are
discussed below.

     The Registrant experiences substantial competition in attracting and
retaining deposits and in lending funds.  Primary factors in competing for
deposits are the ability to offer attractive rates and the convenience of
office locations.  Direct competition for deposits comes primarily from other
commercial banks and thrift institutions.  Competition for deposits also comes
from money market mutual funds, corporate and government securities and credit
unions.  The primary factors in the competition for loans are interest rates,
loan origination fees and the range of products and services offered.
Competition for origination of real estate loans normally comes from other
commercial banks, thrift institutions, mortgage bankers, mortgage brokers and
insurance companies.

     At December 31, 1997, the Registrant had 67 full-time and 11
part-time employees.  None of these employees is represented by a collective
bargaining agent, and the Registrant believes it enjoys good relations with
its personnel.

      For additional information with respect to the Registrant's business
activities, see Part II, Item 7 hereof.


     Supervision and Regulation - Registrant and Subsidiary,
     -------------------------------------------------------
     First American National Bank of Pennsylvania (the "Bank").
     ----------------------------------------------------------
     The Registrant operates in a heavily regulated environment.  Changes in
laws and regulations affecting the Registrant and its subsidiary, the Bank,
may have an impact on operations.

     The Registrant is subject to the provisions of the Bank Holding Company
Act of 1956, as amended ("BHCA"), and to supervision by the Federal Reserve
Board.  Bank holding companies are required to file periodic reports with and
are subject to examination by the Federal Reserve.

     The BHCA prohibits the Corporation from acquiring direct or indirect
control of more than 5% of the outstanding shares of any class of voting stock
or substantially all of the assets of any bank or merging or consolidating
with another bank holding company without prior approval of the Federal
Reserve.  Such a transaction would also require approval of the Pennsylvania
Department of Banking.  Pennsylvania law permits Pennsylvania bank holding
companies to control an unlimited number of banks.

                                       4

<PAGE>


     Additionally, the BHCA prohibits the Corporation from engaging in or from
acquiring ownership or control of more than 5% of the outstanding shares of
any class of voting stock of any company engaged in a nonbanking business
unless such business is determined by the Federal Reserve to be so closely
related to banking as to be a proper incident thereto.  The Federal Reserve
can differentiate between nonbanking activities that are initiated by a bank
holding company or subsidiary and activities that are acquired as a going
concern.  Federal Reserve approval may be required before the Corporation or
its nonbank subsidiaries may begin to engage in any permissible activity and
before any business engaged in a permissible activity may be acquired.  The
BHCA does not place territorial restrictions on the activities of such
nonbanking-related activities.  The Corporation and its subsidiaries are
prohibited from engaging in certain tie-in arrangements in connection with any
extension of credit, lease or sale of property, or furnishing of services.


     Legislation and Regulatory Changes
     ----------------------------------

     In 1994, the Riegle-Neal Interstate Banking and Branching Efficiency Act
(the "Interstate Banking Act") was enacted.  The Interstate Banking Act
facilitates the interstate expansion and consolidation of banking
organizations (i) by permitting bank holding companies that are adequately
capitalized and adequately managed to acquire banks located in states outside
their home states regardless of whether such acquisitions are authorized under
the law of the host state; (ii) by permitting the interstate merger of banks
subject to the right of individual states to "opt in" or "opt out" of this
authority before that date; (iii) by permitting banks to establish new
branches on an interstate basis provided that such action is specifically
authorized by the law of the host state; (iv) by permitting a bank to engage
in certain agency relationships (i.e., to receive deposits, renew time
deposits, close loans (but not including loan approvals or disbursements),
service loans, and receive payments on loans and other obligations) as agent
for any bank or thrift affiliate, whether the affiliate is located in the same
state or a different state than the agent bank; and (v) by permitting foreign
banks to establish, with approval of the regulators in the United States,
branches outside their "home" states to the same extent that national or state
banks located in the home state would be authorized to do so.  One effect of
this legislation will be to permit the Corporation to acquire banks and bank
holding companies located in any state and to permit qualified banking
organizations located in any state to acquire banks and bank holding companies
located in Pennsylvania, irrespective of state law.

     Since 1995, the Pennsylvania Banking Code has authorized full interstate
banking and branching under Pennsylvania law.  Specifically, the legislation
(i) eliminates the "reciprocity" requirement previously applicable to
interstate commercial bank acquisitions by bank holding companies, (ii)
authorizes interstate

                                       5

<PAGE>


bank mergers and reciprocal interstate branching into Pennsylvania by
interstate banks, and (iii) permits Pennsylvania institutions to branch into
other states with the prior approval of the Pennsylvania Department of
Banking.

     Overall, this federal and state legislation has, as was predicted, had
the effect of increasing consolidation and competition and promoting
geographic diversification in the banking industry.

     There are numerous proposals before Congress to modify the financial
services industry and the way commercial banks operate.  However, it is
difficult to determine at this time what effect such provisions may have until
they are enacted into law.  Except as specifically described above, Management
believes that the effect of the provisions of the aforementioned legislation
on the liquidity, capital resources, and results of operations of the
Corporation will be immaterial.  Management is not aware of any other current
specific recommendations by regulatory authorities or proposed legislation,
which, if they were implemented, would have a material adverse effect upon the
liquidity, capital resources, or results of operations of the Corporation,
although the general cost of compliance with numerous and multiple federal and
state laws and regulations does have, and in the future may have, a negative
impact on the Corporation's results of operations.

     Effects of Inflation
     --------------------

     Inflation has some impact on the Corporation's and the Bank's operating
costs.  Unlike many industrial companies, however, substantially all of the
Bank's assets and liabilities are monetary in nature.  As a result, interest
rates have a more significant impact on the Corporation's and the Bank's
performance than the general level of inflation.  Over short periods of time,
interest rates may not necessarily move in the same direction or in the same
magnitude as prices of goods and services.


     Monetary Policy
     ---------------

     The earnings of the Corporation and the Bank are affected by domestic
economic conditions and the monetary and fiscal policies of the United States
Government and its agencies.  An important function of the Federal Reserve
System is to regulate the money supply and interest rates. Among the
instruments used to implement those objectives are open market operations in
United States government securities and changes in reserve requirements
against member bank deposits.  These instruments are used in varying
combinations to influence overall growth and distribution of bank loans,
investments and deposits, and their use may also affect rates charged on loans
or paid for deposits.

     The Bank is a member of the Federal Reserve System and, therefore, the
policies and regulations of the Federal Reserve Board have a significant
effect on its deposits, loans and

                                       6

<PAGE>

investment growth, as well as the rate of interest earned and paid, and are
expected to affect the Bank's operations in the future.  The effect of such
policies and regulations upon the future business and earnings of the
Corporation and the Bank cannot be predicted.


     Environmental Laws
     ------------------

     Neither the Registrant nor the Bank anticipate that compliance with
environmental laws and regulations will have any material effect on capital,
expenditures, earnings, or on its competitive position.  In 1995, the
Pennsylvania General Assembly enacted the Economic Development Agency,
Fiduciary and Lender Environmental Liability Protection Act which, among other
things, provides protection to lenders from environmental liability and
remediation costs under the environmental laws for releases and contamination
caused by others.  A lender who engages in activities involved in the routine
practices of commercial lending, including, but not limited to, the providing
of financial services, holding of security interests, workout practices,
foreclosure or the recovery of funds from the sale of property, shall not be
liable under the environmental acts or common law equivalents to the
Pennsylvania Department of Environmental Resources or to any other person by
virtue of the fact that the lender engages in such commercial lending
practice.  A lender, however, will be liable if it, its employees or agents,
directly cause an immediate release or directly exacerbate a release of
regulated substances on or from the property, or knowingly and willfully
compel a borrower to commit an action which causes such release or to violate
an environmental act.  The Economic Development Agency, Fiduciary and Lender
Environmental Liability Protection Act, however, does not limit federal
liability which still exists under certain circumstances.


     FDIC Insurance
     --------------

     The Bank is subject to FDIC deposit insurance assessments.  The FDIC has
adopted a risk-related premium assessment system for the Bank Insurance Fund
("BIP").  Under this system, FDIC insurance premiums are assessed based on
capital and supervisory measures.

     Under the risk-related premium assessment system, the FDIC, on a
semiannual basis, assigns each institution to one of three capital groups
(well capitalized, adequately capitalized, or undercapitalized) and further
assigns such institution to one of three subgroups within a capital group
corresponding to the FDIC's judgment of its strength based on supervisory
evaluations, including examination reports, statistical analysis, and other
information relevant to gauging the risk posed by the institution.  Only
institutions with a total risk-based capital to risk-adjusted assets ratio of
10% or greater, a Tier 1 capital to risk-adjusted assets ratio of 6% or
greater, and a Tier 1 leverage ratio of 5% or greater, are assigned to the
well-capitalized group.

                                       7

<PAGE>


     Federal Taxation
     ----------------

     The Registrant and the Bank are subject to those rules of federal income
taxation generally applicable to corporations and report their respective
income and expenses on the accrual method of accounting.  The Registrant and
its subsidiary file a consolidated federal income tax return on a calendar
year basis.  Intercompany distributions (including dividends) and certain
other items of income and loss derived from intercompany transactions are
eliminated upon consolidation of all the consolidated group members'
respective taxable income and losses.

     The Internal Revenue Code (the "IRC") imposes a corporate alternative
minimum tax (AMT).  The corporate AMT only applies if such tax exceeds a
corporation's regular tax liability.  In general, the AMT is calculated by
multiplying the corporate AMT rate of 20% by an amount equal to the excess of
(i) the sum of (a) regular taxable income plus (b) certain adjustments and tax
preference items ("alternative minimum taxable income" or "AMTI") over (ii) an
exemption amount ($40,000 for a corporation, which amount is reduced by 25% of
the excess of AMTI over $150,000 and is completely eliminated when AMTI equals
$330,000).  There are certain applicable adjustment and preference items
(e.g., the adjustment for depreciation) for determining AMTI.  If a banking
institution is subject to AMT, then all or a portion of the amount of a
preference will effectively be subject to a 20% surtax.


     State Tax
     ---------

     The Registrant is subject to the Pennsylvania Corporate Net Income Tax
and Capital Stock Tax.  The Corporate Net Income Tax rate for 1997 and
thereafter is 9.99% and is imposed upon a corporate taxpayer's unconsolidated
taxable income for federal tax purposes with certain adjustments.  In general,
the Capital Stock Tax is a property tax imposed on a corporate taxpayer's
capital stock value apportionable to the Commonwealth of Pennsylvania, which
is determined in accordance with a fixed formula based upon average book
income and net worth.  In the case of a holding company, an optional elective
method permits the corporate taxpayer to be taxed on only 10% of such capital
stock value.  The Capital Stock Tax rate is presently 1.275%.


     Competition
     -----------

     The financial services industry in the Corporation's service area is
extremely competitive.  The Corporation's competitors within its service area
include multi-bank holding companies, with resources substantially greater
than those of the Company.  Many competitor financial institutions have legal
lending limits substantially higher than the Bank's legal lending limit.  In
addition, the Bank competes with savings banks, credit unions,


                                       8

<PAGE>


mortgage companies, leasing companies, finance companies, and other financial
services companies that offer products and services similar to those offered
by the Bank on competitive terms.

     The manner in which banking institutions conduct their operations may
change materially as the activities increase in which bank holding companies
and their banking and nonbanking subsidiaries are permitted to engage, and
funding and investment alternatives continue to broaden, although the long-
range effects of these changes cannot be predicted, with reasonable certainty,
at this time.  These changes most probably will further narrow the differences
and intensify competition between and among commercial banks, thrift
institutions, and other financial service companies.


     Supervision and Regulation - Bank
     ---------------------------------

     The operations of the Bank are subject to federal and state statutes
applicable to banks chartered under the banking laws of the United States, to
members of the Federal Reserve System and to banks whose deposits are insured
by the Federal Deposit Insurance Corporation.  Bank operations are also
subject to regulations of the Comptroller of the Currency (Comptroller), the
Federal Reserve Board and the FDIC.

     The primary supervisory authority of the Bank is the Comptroller, which
regularly examines the Bank.  The Comptroller has the authority to prevent a
national bank from engaging in an unsafe or unsound practice in conducting its
business.

     Federal and state banking laws and regulations govern, among other
things, the scope of a bank's business, the investments a bank may make, the
reserves against deposits a bank must maintain, loans a bank makes and
collateral it takes, the activities of a bank with respect to mergers and
consolidations and the establishment of branches.

     As the Year 2000 approaches, regulation of both the Corporation and the
Bank with respect to completing Year 2000 modifications is likely to increase.
A brief discussion of the most recent federal banking agency pronouncements
that affect the Corporation and/or the Bank follows.

     In December 1997, the Federal Financial Institutions Examination Council
("FFIEC") issued an interagency statement.  The statement indicates that
Senior management and the board of directors should be actively involved in
managing the Corporation's and the Bank's Year 2000 compliance efforts.  The
statement also recommended that institutions obtain Year 2000 compliance
certification from vendors followed by appropriate internal testing as well as
comprehensive testing of all internal and external systems.  In addition,
contingency plans should be developed for all vendors that service "mission
critical" applications, which are those applications vital to the successful
continuance of a core business activity.

                                       9

<PAGE>


     The Office of the Comptroller of the Currency ("OCC") has also issued an
advisory indicating that Year 2000 preparedness will be factored into its
review of de novo charters, conversions, business combinations and
establishment of federal branches and agencies as well as hardware and
software systems integrations issues related to business combinations.

     From time to time, various federal and state legislation is proposed that
could result in additional regulation of, and restrictions on, the business of
the Corporation and the Bank, or otherwise change the business environment.

     Management cannot predict whether any of this legislation, if enacted,
will have a material effect on the business of the Corporation.

ITEM 2.  PROPERTIES.
-------  -----------

     The Bank owns its main office, which houses the administration center of
the Bank and the Corporation, four branch offices and certain parking
facilities related to its banking offices, all of which are free and clear of
any lien.  The Bank's main office is located in the central business district
of Everett, Pennsylvania.  Below is a table containing the location and date
of acquisition of the Bank's properties.

Office                   Address                     When Acquired
------                   -------                     -------------

Main Office              140 East Main Street            1902
  and Administration     Everett, PA  15537
  Center

Bedford Branch           601 East Pitt Street           5/13/85
  Office                 Bedford, PA  15522

Breezewood Branch        Main Street                    8/4/58
  Office                 Breezewood, PA  15533

Woodbury Branch          Main Street                    1/23/61
  Office                 Woodbury, PA  16695

Altoona/Hollidaysburg    2430 North Business 220        2/28/95
  Office                 Duncansville, PA  16635

     All the above properties are in good condition and are deemed adequate
for the Bank's purposes.


ITEM 3.  LEGAL PROCEEDINGS.
-------  ------------------

     Management, after consulting with the Corporation's legal counsel, is not
aware of any litigation that would have a material adverse effect on the
consolidated financial position of the Corporation.  There are no proceedings
pending other than ordinary

                                       10

<PAGE>


routine litigation incident to the business of the Corporation and the Bank.
No material proceedings are known to be contemplated by governmental
authorities against the Corporation or the Bank.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
-------  ----------------------------------------------------
     NOT APPLICABLE


                                PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         -------------------------------------------------
         STOCKHOLDER MATTERS.
         --------------------

     Cardinal Bancorp, Inc. has only common stock authorized, issued and
outstanding.  The outstanding common stock is traded in the over-the-counter
market.  Set forth in the table below is the range of high and low bid
information for the stock for each full quarterly period within the two most
recent years, as reported by Legg Mason Wood Walker, Inc., a market maker of
the Registrant's stock.  On October 16, 1996, the Board of Directors of the
Corporation approved a two for one stock split.  The additional shares
resulting from the split, which was effected in the form of a 100 percent
stock dividend, were distributed on November 14, 1996, to holders of record on
October 31, 1996.  The market prices and dividend amounts set forth below for
1997 and 1996 have been, where appropriate, adjusted to give retroactive
effect to the stock split.  These quotations do not include retail markups or
markdowns or any commission to the broker-dealer.  These quotations may not
reflect actual transactions.  For additional information refer to page 1 of
the Registrant's 1997 Annual Report.

<TABLE>

<CAPTION>


                   1997                         1996
           ----------------------      -----------------------
                        Dividends                    Dividends
           High   Low   Declared       High    Low   Declared
Quarter    Bid    Bid   Per share      Bid     Bid   Per share
-------   -----  -----  ---------     -----   -----  ---------

<S>       <C>     <C>     <C>         <C>     <C>     <C>

First     20.875  19.25   $.10        17.25   16.25   $.075
Second    23.750  20.00    .11        18.00   17.12    .10
Third     23.500  20.00    .13        18.37   17.12    .10
Fourth    36.750  20.00    .15        19.75   17.75    .10

</TABLE>


     As of March 16, 1998, there were 487 holders of record of the
Registrant's common stock.

     The Registrant is subject to restrictions on the payment of dividends to
its shareholders pursuant to the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL").  The BCL operates generally to preclude dividend
payments if the effect thereof would render the Registrant insolvent, as
defined.  As a practical matter, the Registrant's payment of dividends is
contingent upon its ability to obtain funding in the form of dividends from
the

                                       11

<PAGE>


Bank.  Payment of dividends to the Registrant by the Bank is subject to the
restrictions set forth in the National Bank Act.  The National Bank Act
requires the approval of the Comptroller of the Currency if the total of all
dividends declared by a national bank, such as the Bank, in any calendar year
exceeds the net profits (as defined) for that year, combined with its retained
net profits for the preceding two calendar years.  Without regulatory
approval, the amount available for payment of dividends by the Bank in 1998
was $2,526,795 at December 31, 1997.

     The table set forth above states the frequency and amount of cash
dividends declared by the Corporation on its common stock for the two most
recent years.  The Registrant intends to pay a dividend in each quarter of
1998, as earnings permit.


ITEM 6.  SELECTED FINANCIAL DATA.
-------  ------------------------

     The information required by this Item is incorporated by reference
herein, from pages 3 and 4 of the Registrant's 1997 Annual Report.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         -------------------------------------------------
         CONDITION AND RESULTS OF OPERATIONS.
         ------------------------------------

     The information required by this Item is incorporated by reference
herein, from pages 5 through 23 of the Registrant's 1997 Annual Report.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
         ----------------------------------------------
         MARKET RISK.
         ------------

     The information required by this Item is incorporated by reference
herein, from pages 20 through 23 of the Registrant's 1997 Annual Report.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
-------  --------------------------------------------

     Report of Independent Auditors and Consolidated Financial Statements are
incorporated by reference herein, from pages 24 through 49 of the Registrant's
1997 Annual Report.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ------------------------------------------------
         ACCOUNTING AND FINANCIAL DISCLOSURE.
         ------------------------------------

     During the Registrant's two most recent fiscal years and the subsequent
interim period, no independent accountant engaged by the Registrant has
resigned, declined to stand for re-election or was dismissed nor has a new
independent accountant been engaged or consulted regarding any accounting,
auditing or financial reporting matter.

                                       12

<PAGE>



                                    PART III
                                    --------


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
--------  ---------------------------------------------------

     The information required by this Item is incorporated by reference
herein, from pages 5, 6, and 11 of the Registrant's 1998 Proxy Statement.


ITEM 11.  EXECUTIVE COMPENSATION.
--------  -----------------------

     The information required by this Item is incorporated by reference
herein, from pages 7 through 10 of the Registrant's 1998 Proxy Statement.
Additionally, certain matters are discussed below.



     Compensation Committee Interlocks and Insider Participation
     ------------------------------------------------------------

    The Board of Directors of the Registrant determines the amount of
executive compensation as the Registrant has no compensation committee.  Merle
W. Helsel, the President and CEO of the Registrant, and Ray E. Koontz,
formerly having held the position of President and CEO of the Registrant,
served on the Board of Directors of the Registrant and Mr. Helsel and Mr.
Koontz participated during 1997 in deliberations concerning compensation of
other executive officers.  No party participates in deliberations concerning
executive officer compensation which would affect the compensation of that
party.  As a result, Mr. Helsel did not participate in any deliberations
concerning his compensation as an executive officer.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          ---------------------------------------------------
          MANAGEMENT.
          -----------

     The information required by this Item is incorporated by reference
herein, from pages 2, 3 and 4 of the Registrant's 1998 Proxy Statement.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
--------  -----------------------------------------------

     The information required by this Item is incorporated by reference
herein, from pages 10 and 11 of the Registrant's 1998 Proxy Statement.

                                   PART IV
                                   -------

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS
          ------------------------------------------------------
          ON FORM 8-K.
          ------------

                                       13

<PAGE>

(a)   1.  CARDINAL BANCORP, INC. CONSOLIDATED FINANCIAL STATEMENTS for the
  period ended December 31, 1997:

          i.    Report of Independent Auditors

          ii.   Consolidated Balance Sheets

          iii.  Consolidated Statements of Income

          iv.   Consolidated Statements of Cash Flows

          v.    Consolidated Statements of Changes in Stockholders' Equity

          vi.   Notes to Consolidated Financial Statements


     2.   The financial statement schedules, required by Regulation S-X, are
omitted because the information is either not applicable or is included
elsewhere in the consolidated financial statements.


     3.   The following Exhibits are filed as part of this filing on Form 10-
K, or incorporated by reference hereto:

          (3)(i)     Registrant's Articles of Incorporation, as amended

          (3)(ii)    Registrant's Bylaws

          (10)       Material Contracts.  Executive Employment
                     Agreement with Merle Helsel

          (11)       Statement Re:  Computation of Per Share
                     Earnings *

          (13)       Registrant's 1997 Annual Report to Shareholders

          (21)       Subsidiaries of the Registrant

          (23)       Consent of Accountants **

          (27)(i)    Financial Data Schedule

          (27)(ii)   Amended Financial Data Schedule for the second
                     quarter ended June 30, 1996, Form 10-Q

          (27)(iii)  Amended Financial Data Schedule for the third
                     quarter ended September 30, 1996, Form 10-Q

          (27)(iv)   Amended Financial Data Schedule for the year
                     ended December 31, 1996, Form 10-K

                                       14
<PAGE>

          (27)(v)   Amended Financial Data Schedule for the first
                    quarter ended March 31, 1997, Form 10-Q

          (27)(vi)  Amended Financial Data Schedule for the second
                    quarter ended June 30, 1997, Form 10-Q

          (27)(vii) Amended Financial Data Schedule for the third
                    quarter ended September 30, 1997, Form 10-Q

          (99)      Proxy Statement and Accompanying Notice of Annual Meeting
                    and Form of Proxy for the 1998 Annual Meeting of
                    Shareholders


     *   Incorporated by reference herein from Note 2 of the
         Registrant's 1997 Annual Report to Shareholders.

     **  Incorporated by reference herein from page 24 of the
         Registrant's 1997 Annual Report to Shareholders.


                                       15

<PAGE>


                                   SIGNATURES



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

      Cardinal Bancorp, Inc.
-----------------------------------
          (Registrant)



By:  /s/  Merle W. Helsel
     ------------------------------
     Merle W. Helsel
     President and Chief Executive Officer

Date:  March 30, 1998
     -------------------------------


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities on the dates indicated.

                                                                  DATE


By:  /s/  Clyde R. Morris                                       3/30/98
     --------------------------------                          ---------
     Clyde R. Morris
     Chairman of the Board of Directors
     and Director



By:  /s/  Merle W. Helsel                                       3/30/98
     --------------------------------                          ---------
     Merle W. Helsel
     President, Chief Executive Officer
     and Director
     (principal executive officer)



By:  /s/  Robert F. Lafferty                                    3/30/98
     --------------------------------                          ---------
     Robert F. Lafferty
     Chief Financial Officer
     (principal financial and accounting officer)



By:  /s/  Donald W. DeArment                                    3/30/98
     --------------------------------                          ---------
     Donald W. DeArment
     Director
                                       16

<PAGE>



By:  /s/  Ray E. Koontz                                         3/30/98
     --------------------------------                          ---------
     Ray E. Koontz
     Director



By:  /s/  William B. Zimmerman                                  3/30/98
     --------------------------------                          ---------
     William B. Zimmerman
     Director



By:  /s/  Robert E. Ritchey                                     3/30/98
     --------------------------------                          ---------
     Robert E. Ritchey
     Director



By:  /s/  James C. Vreeland                                     3/30/98
     --------------------------------                          ---------
     James C. Vreeland
     Director



By:  /s/  Darrell Dodson                                        3/30/98
     --------------------------------                          ---------
     Darrell Dodson
     Director


                                       17

<PAGE>



                                 INDEX TO EXHIBITS
                                                              Page Number
                                                          in Manually Signed
                                                               Original
                                                               --------
Exhibit Number
--------------

     3(i)      Registrant's Articles of Incorporation,             19
               as amended

     3(ii)     Registrant's Bylaws, as amended                     27

     (10)      Material Contracts.  Executive Employment           53
               Agreement with Merle Helsel

     (11)      Statement Re:  Computation of Per Share             *
               Earnings

     (13)      Registrant's 1997 Annual Report to                  64
               Shareholders

     (21)      Subsidiaries of the Registrant                      115

     (23)      Consent of Accountants                              **

     (99)      Proxy Statement and Accompanying Notice             116
               of Annual Meeting and Form of Proxy
               for the 1998 Meeting of Shareholders

     *   Incorporated by reference herein from Note 2 of the
         Registrant's 1997 Annual Report to Shareholders.

     **  Incorporated by reference herein from page 24 of the
         Registrant's 1997 Annual Report to Shareholders.


                                       18