EXHIBIT 99
                                 ----------

                      Proxy Statement and Accompanying
                     Notice of Annual Meeting and Form
                        of Proxy for the 1997 Annual
                          Meeting of Shareholders



<PAGE>



                            CARDINAL BANCORP, INC.
                             140 EAST MAIN STREET
                       EVERETT, PENNSYLVANIA  15537-0327

                         _____________________________

                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON APRIL 14, 1998

                         _____________________________


TO THE SHAREHOLDERS OF CARDINAL BANCORP, INC.:

     Notice is hereby given that the Annual Meeting of Shareholders of
CARDINAL BANCORP, INC. (the "Corporation") will be held at 9:30 a.m.,
prevailing time, on Tuesday, April 14, 1998, at The Arena Restaurant (adjacent
to the Quality Inn), Business Route 220 North at Pennsylvania Turnpike Exit
11, Bedford, Pennsylvania 15522 for the following purposes:

     1.  To elect three (3) Class A Directors to serve for a three-year term
   and until their successors are elected and qualified;

     2.  To ratify the selection of S.R. Snodgrass, A.C., Certified Public
 Accountants, of Wexford, Pennsylvania, as the independent auditors for
the Corporation for the year ending December 31, 1998; and

     3.  To transact such other business as may properly come before the
Annual Meeting and any adjournment or postponement thereof.

     In accordance with the By-laws of the Corporation and action of the Board
of Directors, only those shareholders of record at the close of business on
March 9, 1998, will be entitled to notice of, and to vote at, the Annual
Meeting and any adjournment or postponement thereof.

     A copy of the Corporation's Annual Report for the fiscal year ended
December 31, 1997, is being mailed with this Notice.  Copies of the
Corporation's Annual Report for the 1996 fiscal year may be obtained at no
cost by contacting Merle W. Helsel, President, 140 East Main Street, Everett,
Pennsylvania 15537, telephone (814) 652-2131.

     You are urged to mark, sign, date and promptly return your Proxy in the
enclosed envelope so that your shares may be voted in accordance with your
wishes and in order that the presence of a quorum may be assured.  The prompt
return of your signed Proxy, regardless of the number of shares you hold, will
aid the Corporation in reducing the expense of additional proxy solicitation.
The giving of such Proxy does not affect your right to vote in person if you
attend the meeting and give written notice to the Secretary of the
Corporation.

                                          By Order of the Board of Directors,



                                           Merle W. Helsel
                                           President/Chief Executive Officer



March 16, 1998

<PAGE>




                              CARDINAL BANCORP, INC.

                    PROXY STATEMENT FOR THE ANNUAL MEETING OF
                    SHAREHOLDERS TO BE HELD ON APRIL 14, 1998

                                    GENERAL



INTRODUCTION, DATE, TIME AND PLACE OF ANNUAL MEETING
----------------------------------------------------

     This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of CARDINAL BANCORP, INC. (the "Corporation"), a
Pennsylvania business corporation, of proxies to be voted at the Annual
Meeting of Shareholders of the Corporation to be held on Tuesday, April 14,
1998, at 9:30 a.m., prevailing time, at The Arena Restaurant (adjacent to the
Quality Inn), Business Route 220 North at Pennsylvania Turnpike Exit 11,
Bedford, Pennsylvania 15522, and at any adjournment or postponement of the
Annual Meeting.

     The principal executive office of the Corporation is located at First
American National Bank of Pennsylvania (the "Bank"), formerly The First
National Bank of Everett, 140 East Main Street, Everett, Pennsylvania 15537.
The telephone number for the Corporation is (814) 652-2131.  All inquiries
should be directed to Merle W. Helsel, President and Chief Executive Officer
of the Corporation.  The Bank is a wholly owned subsidiary of the Corporation.



SOLICITATION AND VOTING OF PROXIES
-----------------------------------

    This Proxy Statement and the enclosed form of proxy (the "Proxy")  are
first being sent to shareholders of the Corporation on or about March 16,
1998.

     Shares represented by proxies on the accompanying Proxy, if properly
signed and returned, will be voted in accordance with the specifications made
thereon by the shareholders.  Any Proxy not specifying to the contrary will be
voted FOR the election of the nominees for Class A Director named below and
FOR ratification of the selection of S.R. Snodgrass, A.C., Certified Public
Accountants, of Wexford, Pennsylvania, as the independent auditors for the
Corporation for the year ending December 31, 1998.  Execution and return of
the enclosed Proxy will not affect a shareholder's right to attend the Annual
Meeting and vote in person, after giving written notice to the Secretary of
the Corporation.  The cost of preparing, assembling, printing, mailing and
soliciting proxies, and any additional material which the Corporation may
furnish shareholders in connection with the Annual Meeting, will be borne by
the Corporation.  In addition to the use of the mails, certain directors,
officers and employees of the Corporation and the Bank may solicit proxies
personally, by telephone, telegraph and telecopier.  Arrangements will be made
with brokerage houses and other custodians, nominees and fiduciaries to
forward proxy solicitation material to the beneficial owners of stock held of
record by these persons and, upon request therefor, the Corporation will
reimburse them for their reasonable forwarding expenses.

                                    1

<PAGE>


REVOCABILITY OF PROXY
----------------------

     A shareholder who returns a Proxy may revoke the Proxy at any time before
it is voted only: (1) by giving written notice of revocation to William B.
Zimmerman, Secretary, Cardinal Bancorp, Inc., 140 East Main Street, Everett,
Pennsylvania 15537; (2) by executing a later-dated Proxy and giving written
notice thereof to the Secretary of the Corporation; or (3) by voting in person
after giving written notice to the Secretary of the Corporation.


VOTING SECURITIES, RECORD DATE and QUORUM
-------------------------------------------

     At the close of business on March 9, 1998, the Corporation had
outstanding 990,000  shares of common stock, par value $.50 per share, the
only authorized class of stock (the "Common Stock").

     Only holders of Common Stock of record at the close of business on March
9, 1998, will be entitled to notice of and to vote at the Annual Meeting.
Cumulative voting rights do not exist with respect to the election of
directors.  On all matters to come before the Annual Meeting, each share of
Common Stock is entitled to one vote.  Proposals to be voted upon at the
Annual Meeting must receive the affirmative vote of a majority of shares voted
at the meeting to be binding upon the Corporation.

     Under Pennsylvania law and the By-laws of the Corporation, the presence
of a quorum is required for each matter to be acted upon at the Annual
Meeting.  Pursuant to Article 3, Section 3.1, of the By-laws of the
Corporation, the presence, in person or by proxy, of shareholders entitled to
cast at least a majority of the votes which all shareholders are entitled to
cast shall constitute a quorum for the transaction of business at the Annual
Meeting.  Votes withheld and abstentions will be counted in determining the
presence of a quorum for the particular matter.  Broker non-votes will not be
counted in determining the presence of a quorum for the particular matter as
to which the broker withheld authority.

     Assuming the presence of a quorum, the three nominees for director
receiving the highest number of votes cast by shareholders entitled to vote
for the election of directors shall be elected.  Votes withheld from a nominee
and broker non-votes will not be cast for such nominee.

     Assuming the presence of a quorum, the affirmative vote of a majority of
all votes cast by shareholders is required for the ratification of the
selection of independent auditors.  Abstentions and broker non-votes are not
deemed to constitute "votes cast" and therefore do not count either for or
against such ratification.  Abstentions and broker non-votes, however, have
the practical effect of reducing the number of affirmative votes required to
achieve a majority for such matter by reducing the total number of shares
voted from which the required majority is calculated.



         PRINCIPAL  BENEFICIAL  OWNERS OF THE CORPORATION'S  COMMON  STOCK

PRINCIPAL OWNERS
------------------

     As of March 9, 1998, there are no persons who own of record or who are
known by the Board of Directors to be the beneficial owner of more that five
percent (5%) of the Corporation's outstanding Common Stock.


BENEFICIAL OWNERSHIP BY OFFICERS, DIRECTORS AND NOMINEES
---------------------------------------------------------

     The following table sets forth as of March 9, 1998, the amount and
percentage of the Common Stock beneficially owned by each officer, each
director, each nominee and all officers and directors of the Corporation as a
group.

                                    2

<PAGE>

<TABLE>

<CAPTION>

Name of Individual          Amount and Nature of            Percent of
or Identity of Group        Beneficial Ownership (1) (2)    of Class (14) (16)
--------------------        ----------------------------    ------------------
<S>                                <C>                          <C>
Donald W. DeArment (4)             23,400 (6)                   2.16%
Darrell Dodson (5)                 13,900 (7)                   1.28%
Merle W. Helsel (3)                 2,670 (8)                    --
Ray E. Koontz (5)                  14,400 (9)                   1.33%
Clyde R. Morris (4)                32,000 (10)                  2.95%
Robert E. Ritchey (3)              24,600 (11)                  2.27%
James C. Vreeland (3)              13,100 (12)                  1.21%
William B. Zimmerman (4)           14,120 (13)                  1.30%

All Officers and Directors
as a Group (9 persons) (15)       138,753                      12.80%

</TABLE>
________________________


     (1)     The securities "beneficially owned" by an individual are
determined in accordance with the definitions of "beneficial ownership" set
forth in the General Rules and Regulation of the Securities and Exchange
Commission and may include securities owned by or for the individual's spouse
and minor children and any other relative who has the same home, as well as
securities to which the individual has or shares voting or investment power or
has the right to acquire beneficial ownership within sixty (60) days after
March 9, 1998.  Beneficial ownership may be disclaimed as to certain of the
securities.

     (2)     Information furnished by the Directors, Officers and the
Corporation.

     (3)     A Nominee for Class A Director whose term will expire in 2001 and
a current Class A Director whose term expires in 1998.

     (4)     Class B Director whose term expires in 1999.

     (5)     Class C Director whose term expires in 2000.

     (6)     Includes 4,000 shares of Common Stock held individually by Mr.
DeArment; 10,400 shares of Common Stock held individually by his spouse; and
unexercised Stock Options for 9,000 shares of Common Stock which are currently
exercisable.  In calculating the tabulated percent of class, the additional
9,000 shares were added to the shares of Common Stock currently held by  Mr.
DeArment.

     (7)     Includes 4,900  shares of Common Stock held individually by Mr.
Dodson; and unexercised Stock Options for 9,000 shares of Common Stock which
are currently exercisable.  In calculating the tabulated percent of class, the
additional 9,000 shares were added to the shares of Common Stock currently
held by Mr. Dodson.

     (8)     Includes 1,000 shares of Common Stock held jointly by Mr. Helsel
with his spouse; 670 shares (rounded to the nearest share) beneficially owned
individually by Mr. Helsel under the Cardinal Bancorp, Inc. Employee Stock
Ownership Plan; and unexercised stock options for 1,000 shares of common stock
which are currently exercisable.  In calculating the tabulated percent of
class, the additional 1,000 shares were added to the shares of Common Stock
currently held by Mr. Helsel.

     (9)     Includes 5,200  shares of Common Stock held individually by Mr.
Koontz; 200 shares of Common Stock held jointly with his spouse; and
unexercised Stock Options for 9,000 shares of Common Stock which are currently
exercisable.  In calculating the tabulated percent of class, the additional
9,000 shares were added to the shares of Common Stock currently held by Mr.
Koontz.

                                    3

<PAGE>

     (10)     Includes 200 shares of Common Stock held individually be Mr.
Morris; 22,800 shares of Common Stock held as tenant in common with his
spouse; and unexercised Stock Options for 9,000 shares of Common Stock which
are currently exercisable.  In calculating the tabulated percent of class, the
additional 9,000 shares were added to the shares of Common Stock currently
held by Mr. Morris.

     (11)     Includes 1,000  shares of Common Stock held individually by Mr.
Ritchey; 14,600  held individually by his spouse; and unexercised Stock
Options for 9,000 shares of Common Stock which are currently exercisable.  In
calculating the tabulated percent of class, the additional 9,000 shares were
added to the shares of Common Stock currently held by Mr. Ritchey.

     (12)     Includes 4,000 shares of Common Stock held individually by Mr.
Vreeland; 100 shares of Common Stock held individually by his spouse; and
unexercised Stock Options for 9,000 shares of Common Stock which are currently
exercisable.  In calculating the tabulated percent of class, the additional
9,000 shares were added to the shares of Common Stock currently held by Mr.
Vreeland.

     (13)     Includes 4,100 shares of Common Stock held individually by Mr.
Zimmerman; 320 shares of Common Stock held individually by his spouse; 200
shares of Common Stock held by Zimmerman's Hardware & Supply Company, Inc.;
500 shares of Common Stock held by Zimmerman's American Hardware; and
unexercised Stock Options for 9,000 shares of Common Stock which are currently
exercisable.  In calculating the tabulated percent of class, the additional
9,000 shares were added to the shares of Common Stock currently held by Mr.
Zimmerman.

     (14)     Less than one percent unless otherwise indicated.

     (15)     Ted J. Chwatek is a senior officer of the Corporation, but he is
not a member of the Board of Directors.  Mr. Chwatek beneficially owns
individually 563 shares (rounded to the nearest share) of Common Stock under
the Cardinal Bancorp, Inc. Employee Stock Ownership Plan.

     (16)     The percent of class assumes all outstanding options or options
exercisable in 60 days from March 9, 1998, issued to directors and officers
have been exercised and, therefore, on a pro forma basis, 1,084,000  shares of
Common Stock would be outstanding.





                              ELECTION OF DIRECTORS


     In accordance with the By-laws of the Corporation and actions of the
Board of Directors, at the 1998 Annual Meeting, three (3) Class A Directors
shall be elected to serve for a three-year term and until their successors are
elected and qualified.  The By-laws provide for a classified Board of
Directors with staggered three-year terms of office.

     Unless otherwise instructed, the Proxyholders will vote the Proxies
received by them for the election of the three nominees named below.  If any
nominee should become unavailable for any reason, Proxies will be voted in
favor of a substitute nominee as the Board of Directors of the Corporation
shall determine.  The Board of Directors has no reason to believe that the
nominees named will be unable to serve, if elected.  Any vacancy occurring on
the Board of Directors of the Corporation, for any reason, may be filled by a
majority of the directors then in office until the expiration of the term of
the vacancy.

     There is no cumulative voting for the election of directors.  Each share
of Common Stock  entitles the holder thereof to cast only one vote for each
nominee.  For example, if a shareholder owns ten shares of Common Stock, he or
she may cast up to ten votes for each of the directors in the class to be
elected.

                                    4

<PAGE>


                       INFORMATION AS TO NOMINEES AND DIRECTORS


     The following table contains certain information with respect to nominees
for Class A Director whose term expires in 2001 and current Class A Directors
whose term expires in 1998 and the Class B Directors and Class C Directors
whose terms expire in 1999 and 2000, respectively:

<TABLE>

<CAPTION>

                   Age as of  Principal Occupation for          Director Since
                   March 9,   Past Five Years and Position      Corporation/
Name               1998       Held with Corporation and Bank    Bank
----               ----       ------------------------------    ----


              NOMINEES FOR CLASS A DIRECTOR WHOSE TERMS EXPIRE IN 2001
                                        AND
                             CURRENT CLASS A DIRECTORS
                             WHOSE TERM EXPIRES IN 1998
                             ---------------------------

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

Merle W. Helsel      45  President and Chief Executive Officer of    1996/1996
(1,2,3,5,6,7)            the Corporation and the Bank; formerly
                         Vice President of the Corporation and/or
                         the Bank (1988-1996)


Robert E. Ritchey    59  Retired, formerly officer of Curry
(3,5)                    Supply Company, Inc.                        1987/1987


James C. Vreeland    58  President and Chief Executive               1987/1984
(3,7)                    Officer of UPMC Bedford Memorial
                         Hospital


<CAPTION>

                            CLASS B DIRECTORS
                        WHOSE TERM EXPIRES IN 1999
                        --------------------------

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

Donald W. DeArment   63  President and Chief Executive Officer       1987/1985
(1,2,3,5,6)              of both DeArment Insurance Associates,
                         Inc. and Friends Cove Mutual Insurance
                         Company - Vice Chairman of the
                         Corporation and the Bank


Clyde R. Morris*     69  President of Morris International,          1987/1978
                         Inc. and Chairman of the Board
                         of the Corporation and the Bank


William B. Zimmerman 61  President and Chief Executive Officer       1987/1986
(1,2,3,4,5,7)            Zimmerman Hardware and Supply Co.,
                         Inc. - Secretary of the Corporation
                         and the Bank


                                    5

<PAGE>

<CAPTION>

                            CLASS C DIRECTORS
                        WHOSE TERM EXPIRES IN 2000
                        --------------------------

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

Darrell Dodson       58  Retired, formerly Partner of Dodson         1990/1990
(2,3,4)                  Brothers Sawmill


Ray E. Koontz        65  Assistant Secretary of the Corporation      1987/1977
(2,3,4,5)                and the Bank - Retired, formerly
                         President/CEO of the Corporation and
                         the Bank (1977-1993)

*     Mr. Clyde R. Morris is an ex-officio member of all committees of the
Bank.

</TABLE>
____________________


     (1)     Member of the Executive Committee of the Bank.  This committee
meets on an as-needed basis between meetings of the Board to decide any issues
and solve any problems that require attention.  Mr. Morris is chairman of this
committee.  The committee did not meet in 1997.

     (2)     Member of the Directors Loan Committee of the Bank.  This
committee meets on an as-needed basis between meetings of the Board to approve
new loans, renewals, lines of credit and letters of credit of customers whose
aggregate debt exceeds $200,000 and the renewal of all classified loans
regardless of amount.  Mr. Chwatek and one Bank officer also serve on this
committee.  Mr. Koontz is chairman of this committee.  This committee met
thirty-one (31) times in 1997.

     (3)     Member of the Asset/Liability Committee of the Bank.  This
committee meets monthly as an adjunct to the Board of Directors meeting to
evaluate the Bank's balance of assets to liabilities and to evaluate the
Bank's interest rate sensitivity, interest rate spread and ratios of
performing assets.  All directors plus Mr. Chwatek and Robert F. Lafferty, a
Bank officer, who are not directors, make up this committee.  Mr. Helsel is
chairman of this committee.  This committee met twelve (12) times in 1997.

     (4)     Member of the Audit Committee of the Bank.  This committee
insures the review of significant audit and accounting principles, policies
and procedures, reviews the performance of internal audit procedures, and
reviews reports of examination from regulatory authorities.  The committee
also recommends to the Board of Directors the engagement of an independent
certified public account.  Mr. Dodson is chairman of this committee.  This
committee met four (4) times in 1997.

     (5)     Member of the Compliance & Problem Loan Committee of the Bank.
This committee evaluates and reviews the activities of the Bank for compliance
with laws, rules and regulations.  In addition, it reviews the action plans
for all classified or problem loans to insure that actions taken are
consistent with sound lending practices.  In addition to the directors who
serve on the committee, Mr. Chwatek and four Bank officers also serve on this
committee, with Mr. Chwatek chairing the committee.  The committee met four
(4) times in 1997.

     (6)     Member of the Investment Review Committee of the Bank.  This
committee evaluates and reviews investment strategies utilized in purchasing
and selling investment securities and approves investment transactions.  Mr.
Lafferty also serves on this committee.  Mr. Morris is chairman of the
committee.  The committee met two (2) times in 1997.

     (7)     Member of the Human Resources Committee of the Bank.  This
committee reviews major changes and proposals relating to the personnel and
human relations function of the Bank.  Mr. Zimmerman is the chairman of this
committee.  In addition to the directors who serve on the committee, Mr.
Chwatek and Bonnie K. Redinger, a Bank officer, also serve on this committee.
The committee did not meet in 1997.

                                    6

<PAGE>


     The aforementioned committees are committees of the Bank and not of the
Corporation.

     During 1997, the Bank's Board of Directors held thirteen (13) meetings.
During 1997, the Board of Directors of the Corporation held seven (7)
meetings.

     Each of the Directors attended at least seventy-five percent (75%) of the
combined total number of meetings of the Corporation's and Bank's Board of
Directors and of the committees of which he is a member.

     The Audit Committee, composed of Chairman Dodson, Mr. Koontz, Mr. Morris
and Mr. Zimmerman, represents both the Bank and the Corporation to insure
compliance with significant accounting principles and auditing policies and
procedures, to review the performance of internal audit procedures and to
address reports of examination from regulatory authorities.  The committee
also recommends to the Board of Directors the engagement of an independent
certified public accountant.  As reported under the section delineating Bank
committees, the Audit Committee met four (4) times during 1997.  The
Corporation does not have a compensation or a nominating committee, but sits
as a total body to consider matters of compensation and nominations.

     A shareholder who desires to propose an individual for consideration by
the Board of Directors as a nominee for director should submit a proposal in
writing to the Secretary of the Corporation in accordance with Section 10.1 of
the Corporation's By-laws.  Any shareholder who intends to nominate any
candidate for election to the Board of Directors must notify the Secretary of
the Corporation in writing not less than sixty (60) days prior to the date of
any meeting of shareholders called for the election of directors.

           BOARD OF DIRECTORS INTERLOCKS AND INSIDER PARTICIPATION

     The Corporation does not have a compensation committee, but the Board of
Directors sits as a total body to consider matters of compensation.  Although
Mr. Helsel is an executive officer and member of the Board of Directors, he
does not participate in setting the level of compensation he receives.

                         EXECUTIVE  COMPENSATION

     Shown below is information concerning the annual compensation for
services in all capacities to the Corporation and the Bank for the fiscal
years ended December 31, 1997, 1996 and 1995 paid to the Corporation's Chief
Executive Officer.  No other executive officers of the Corporation or the Bank
had total annual salary and bonus exceeding $100,000.


<TABLE>

<CAPTION>

                        Summary Compensation Table
                        ---------------------------


                             Annual Compensation
                       -------------------------------

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

         (a)          (b)      (c)          (d)         (e)
                                                         Other
                                                         Annual
Name and Principal             Salary(1)    Bonus        Compensation
Position              Year     ($)          ($)          ($)
---------             ----     ---          ---          ---

Merle W. Helsel       1997     $ 81,216     $24,000      --
President/CEO
                      1996     $ 58,923     $21,600      --

                      1995     $ 55,935     $20,000      --


<CAPTION>

                             Long-Term Compensation
                        --------------------------------
                        Awards                    Payouts

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

                      (f)           (g)            (h)        (i)
                      Restricted    Securities
                      Stock         Underlying     LTIP       All Other
Name and Principal    Awards        Options/SAR    Payouts    Compensation
Position              ($)           (#)            ($)        ($)
--------              ___           ___            ___        ___

Merle W. Helsel       --            1,000          --         $ 3,676 (3)
President/CEO
                      --            --             --         $   834 (2)

                      --            --             --         $   434 (2)

----------------------

(1) Includes fees received for attendance at Board of Directors' meetings.
(2) Reflects contribution to defined contribution plan.
(3) Includes bonus of $1,650 earned as member of Board of Directors and
contribution of $2,026 to defined contribution plan.


</TABLE>

                                    7

<PAGE>

<TABLE>

<CAPTION>

                       Option/SAR Grants in Last Fiscal Year
                       -------------------------------------
                 Individual Grants
------------------------------------------------------------------------

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

       (a)             (b)             (c)               (d)

                       Number          % of Total
                       of Securities   Options/
                       Underlying      SARs
                       Options/        Granted to
                       SARs            Employees         Exercise or
                       Granted         in Fiscal         Base Price
Name                   (#)             Year              ($/Sh)

---------------------------------------------------------------------

Merle W. Helsel        1,000 (1)       100%               $21.00
President/CEO



<CAPTION>

                            Potential Realizable Value
                            at Assumed Annual Rates           Alternative to
                            of Stock Price Appreciation       (f) and (g):
                            for Option Term                   Grant Date Value
------------------------------------------------------------------------------



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

                  (e)           (f)             (g)            (h)




                                                               Grant Date
                  Expiration                                   Present
                  Date          5% ($)           10% ($)       Value ($)
---------------------------------------------------------------------------

Merle W. Helsel   4/07/07       $13,210 (2)      $33,470 (2)   --
President/CEO

---------------------------


(1) Option is exercisable at any time prior to the expiration date shown
above.

(2) The assumed annual rate of appreciation of 5% and 10% would result in a
price of the Corporation's stock increasing to $34.21 per share and $54.47 per
share.


</TABLE>


<TABLE>


<CAPTION>

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR ----
----------------------------------------------------------------------
Values
------

<S>                        <C>               <C>

             (a)           (b)               (c)

                           Shares Acquired   Value Realized
Name                       on Exercise (#)   ($)
-----------------------------------------------------------------------------
Merle W. Helsel             --                --
President/CEO


<S>                        <C>                          <C>

                           (d)                          (e)

                           Number of Securities
                           Underlying Unexercised       Value of Unexercised
                           Options/SARs at FY-End       In-the-Money Options/
                           (#)                          SARs at FY-End ($)
                           Exercisable/                 Exercisable/
                           Unexercisable                Unexercisable
------------------------------------------------------------------------------
Merle W. Helsel            1,000/0                      $9,500/0
President/CEO


</TABLE>


RETIREMENT PLANS
-----------------

     The Corporation does not have a retirement or pension plan.  The Bank,
however, maintains a non-contributory retirement plan (the "Plan").  An
employee does not contribute to the Plan.  An employee is fully vested after
five years of service.  There is no partial vesting.  Normal retirement is at
sixty-five  (65) years of age.  The normal retirement benefit is based upon
the average of an employee's last five years of salary on a monthly basis.
The following pension table sets out the estimated annual benefits:


<TABLE>

<CAPTION>

                               ESTIMATED ANNUAL BENEFITS
Average Base Salary
Last 5 Years              10         20         25         30         35
-----------------------------------------------------------------------------

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

$40,000                   $ 5,670    $11,340    $14,175    $17,010    $19,845
 60,000                     8,670     17,340     21,675     26,010     30,345
 80,000                    11,670     23,340     29,175     35,010     40,845
100,000                    14,670     29,340     36,675     44,010     51,345
120,000                    17,670     35,340     44,175     53,010     61,845
150,000                    22,170     44,340     55,425     66,510     77,595
180,000                    26,670     53,340     66,675     80,010     93,345

</TABLE>

                                    8

<PAGE>

     Compensation covered by the Plan in computing the normal retirement
benefit is the basic monthly compensation paid to a participant, excluding any
amounts paid as bonus, commission, overtime compensation, contributions to any
benefit plan or any other supplemental compensation.  Covered compensation is
represented  in column (c) "Salary"  in the Summary Compensation Table set
forth above but is limited to amounts received as an employee of the Bank.
Mr. Helsel currently has 12.5 years of credited service.

     The formula to compute a normal retirement benefit is as follows (based
upon a hypothetical employee with twenty years of service and an average
monthly salary of $2,000):

     $     5.50     (1% of first $550 of average monthly salary)
          21.75     (1 1/2% of average monthly salary over $550)
     ----------
     $    27.25     (Total)
     x       20     (Times number of years of service)
     ----------
     $   545.00     (Total monthly retirement benefit)
     ----------

     The Plan has an early retirement feature at 55 years of age which
provides for a deduction of 1/2% off the normal retirement benefit for each
month's difference between early retirement and the age of 65.  For example,
using the above computation for an employee with 20 years of service and a
$2,000 average monthly salary who decides to retire at the age of 60, there
are 60 months between the ages of 60 and 65.  60 months multiplied by 1/2% per
month yields 30%.  Therefore, such an employee would receive 70% of his normal
retirement benefit or $381.50  ($545.00 x 70%).

     During 1997, the Bank was not required to and did not contribute to the
Plan.  At December 31, 1997, there were ninety-two (92) participants in the
Plan.

SUPPLEMENTAL RETIREMENT PLAN
-----------------------------

     The Bank has a non-qualified supplemental retirement plan for the benefit
of Mr. Ray E. Koontz, who retired as President and Chief Executive Officer of
the Corporation and the Bank in April of 1993.  In addition to Mr. Koontz's
normal retirement benefits, on May 1, 1993 the Bank began paying Mr. Koontz
the sum of One Thousand Dollars per month and will pay that amount for a total
period of 120 consecutive months.  In the event of the death of Mr. Koontz
prior to completion of the payments under the plan, the remaining monthly
payments will be made to the beneficiary named by Mr. Koontz.  Total benefits
payable to Mr. Koontz or his beneficiary under the plan are $120,000.

COMPENSATION OF DIRECTORS
--------------------------

     Directors are paid Five Hundred Dollars ($500) per month for attending
all meetings of the Board of Directors of the Bank.  Directors do not receive
remuneration for attendance at committee meetings.  If a director misses no
more than two (2) meetings in a year, the director's total aggregate cash
compensation is $6,000.  During 1997,  the Bank also offered directors the
right to defer receipt of fees earned as a director under Deferred Income
Agreements which provide benefits based upon the structure of fees paid
directors who elect not to defer receipt of fees.  Additionally, in 1997 each
director earned a bonus in the amount of $1,650 based upon the performance of
the Bank, which amount was also subject to a deferral election.  In the
aggregate, expense of directors' fees accrued, paid or deferred for 1997
totalled $55,752 for all Board of Directors' meetings and committee meetings
attended.

     In addition to amounts earned by directors discussed above, a non-
qualified, ten-year stock option of Two Thousand (2,000) shares of Cardinal
Bancorp, Inc. Common Stock (after adjustment for a two for one stock split
effected in the form of a 100% stock dividend declared October 16, 1996) was
granted to each director in each year 1993 through 1996.  In 1997, an
additional non-qualified stock option of one thousand (1,000) shares of
Cardinal Bancorp, Inc. Common Stock was granted to each director.  Such
options are exercisable at any time during a ten year period commencing on the
grant date at an exercise price equal to the market value of the Common Stock
on the grant date.  Each of the current directors with the exception of Mr.
Helsel, have received option grants totalling 9,000 shares.  Mr. Helsel has
received option grants totalling 1,000 shares.  Directors received no
remuneration for attendance at Board of Directors meetings of the Corporation.


                                    9

<PAGE>


AGREEMENTS WITH MERLE W. HELSEL
--------------------------------

     The Corporation and the Bank entered into a three-year employment
agreement with Merle W. Helsel, the Corporation's and the Bank's President and
Chief Executive Officer, effective January 2, 1998.  Under the terms of the
Agreement, Mr. Helsel is to serve as President and Chief Executive Officer of
the Corporation and the Bank and also as a member of the Corporation's and the
Bank's Board of Directors.

     The Agreement specifies Mr. Helsel's position and duties, compensation,
benefits, indemnification, and termination.  The Agreement also contains a
non-competition and a confidentiality provision which inures to the benefit of
the Corporation and the Bank and a "Change of Control" provision which
entitles Mr. Helsel to certain payments and benefits if a change of control,
as defined in the Agreement, occurs.  This provision provides, among other
things, that when "any  person" , as defined therein, obtains the beneficial
ownership of at least 25% of the Corporation's Common Stock, Mr. Helsel may
terminate his employment for "Good Reason".  In that event, Mr. Helsel would
be entitled to receive a payment equal to the amount he would receive from the
date of termination through the last day of the Agreement at an annual rate
equal to the highest annual compensation, including cash bonuses, which he had
received during the three year period prior to termination.

     The Agreement also contains a provision allowing the Corporation and the
Bank to terminate Mr. Helsel's employment for "Cause."  Additionally, the
Agreement provides that if Mr. Helsel's employment is terminated by the
Corporation or the Bank other than for "Cause" as defined therein, Mr. Helsel
is entitled to his full annual direct salary from the date of termination
through the last day of the Agreement (not to exceed three years) or an amount
equal to his then current annual direct salary for a 12 month period,
whichever is greater.  On December 17, 1996, the Board of Directors set an
annual salary during 1997 for Mr. Helsel of $75,000  effective December 18,
1996.  Mr. Helsel also receives customary employee benefits, including life,
disability and health insurance.  Additionally, as a member of the
Corporation's and the Bank's Board of Directors, Mr. Helsel was granted a ten
year non-qualified incentive stock option of 1,000 shares of the Corporation's
Common Stock during 1997.



                              CERTAIN  TRANSACTIONS

     There have been no material transactions between the Corporation and the
Bank nor any material transactions proposed with any director or executive
officer of the Corporation and the Bank or any associate of the foregoing
persons.  The Corporation and the Bank have had, and intend to continue to
have, banking and financial transactions in the ordinary course of business
with directors and officers of the Corporation and the Bank and their
associates on comparable terms and with similar interest rates as those
prevailing from time to time for other customers of the Corporation and the
Bank.

     Total loans outstanding from the Corporation and the Bank at December 31,
1997, to the Corporation's and the Bank's officers and directors as a group
and members of their immediate families and companies in which they had an
ownership interest of 10% or more was $2,921,891   or approximately 17.01% of
the total equity capital of the Corporation.  Loans to such persons were made
in the ordinary course of business, were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and did not involve more than the
normal risk of collectibility or present other unfavorable features.  The
largest aggregate amount of indebtedness outstanding at any time during fiscal
year 1997 to such group was $2,921,891.  The aggregate amount of indebtedness
outstanding as of the latest practicable date, February 25, 1998, to the above
described group was $3,042,715.


              SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended,
                                                           -----------
requires the Corporation's officers and directors, and persons who own more
than ten percent (10%) of the registered class of the Corporation's


                                    10

<PAGE>

equity securities, to file reports of ownership and change in ownership with
the Securities and Exchange Commission (SEC).  Officers, directors and greater
than ten percent (10%) shareholders are required by SEC regulations to furnish
the Corporation with copies of all Section 16(a) forms they file.

     Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required from those persons, the Corporation believes that during the period
January 1, 1996 through December 31, 1996, its officers and directors were in
compliance with all filing requirements applicable to them with the exception
of one report covering one transaction filed one day late by Mr. Helsel.

                        PRINCIPAL OFFICERS OF THE CORPORATION

     The following table sets forth selected information about the principal
officers of the Corporation, each of whom is elected by the Board of Directors
of the Corporation and each of whom holds office at the discretion of the
Board of Directors, as of March 9, 1998.

<TABLE>

<CAPTION>


                                        Bank       Number of         Age as of
                               Held     Officer    Shares Bene-      March 9,
Name & Position                Since    Since      ficially Owned    1998
---------------                -----    ------     --------------    ----

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

Clyde R. Morris                1990      (1)        32,000 (2)        69
Chairman of the Board

Donald W. DeArment             1990      (1)        23,400 (3)        63
Vice Chairman of the Board

Merle W. Helsel                1996      1988        2,670 (4)        45
President & Chief
Executive Officer

Ted J. Chwatek                 1993      1991          563 (5)        44
Senior Vice President
& Senior Lending Officer

William B. Zimmerman           1993      (1)        14,120 (6)        61
Secretary/Treasurer
__________________________________

</TABLE>

     (1)     Messrs. Morris, DeArment and Zimmerman are not employees of the
Corporation or the Bank.

     (2)     Includes 200 shares of Common Stock held individually by Mr.
Morris; 22,800 shares of Common Stock held as tenant in common with his
spouse; and unexercised Stock Options for 9,000 shares of Common Stock which
are currently exercisable.

     (3)     Includes 4,000 shares of Common Stock held individually by Mr.
DeArment; 10,400 shares of Common Stock held individually by his spouse; and
unexercised Stock Options for 9,000 shares of Common Stock which are currently
exercisable.

     (4)     Includes 1,000 shares of Common Stock held jointly by Mr. Helsel
with his spouse; 670 shares (rounded to the nearest share) beneficially owned
individually by Mr. Helsel under the Cardinal Bancorp, Inc. Employee Stock
Ownership Plan; and unexercised stock options for 1,000 shares of common stock
which are currently exercisable.

     (5)     The 563 shares (rounded to the nearest share) of Common Stock are
beneficially owned individually by Mr. Chwatek under the Cardinal Bancorp,
Inc. Employee Stock Ownership Plan.

                                    11

<PAGE>


     (6)     Includes 4,100 shares of Common Stock held individually by Mr.
Zimmerman; 320 shares of Common Stock held individually by his spouse; 200
shares of Common Stock held by Zimmerman's Hardware & Supply Company, Inc.;
500 shares of Common Stock held by Zimmerman's American Hardware; and
unexercised Stock Options for 9,000 shares of Common Stock which are currently
exercisable.


                          PRINCIPAL OFFICERS OF THE BANK

     The following table sets forth selected information about the principal
officers of the Bank, each of whom is elected by the Board of Directors of the
Bank and each of whom holds office at the discretion of the Board of
Directors, as of March 9, 1998.

<TABLE>

<CAPTION>

                                        Bank       Number of         Age as of
                               Held     Officer    Shares Bene-      March 9,
Name & Position                Since    Since      ficially Owned    1998
---------------                -----    -----      --------------    ----

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

Clyde R. Morris                1990      (1)        32,000 (2)        69
Chairman of the Board

Donald W. DeArment             1990      (1)        23,400 (3)        63
Vice Chairman of the Board

Merle W. Helsel                1996      1988        2,670 (4)        45
President & Chief
Executive Officer

Ted J. Chwatek                 1993      1991          563 (5)        44
Senior Vice President
& Senior Lending Officer

William B. Zimmerman           1993      (1)        14,120 (6)        61
Secretary/Treasurer

Robert F. Lafferty             1997      1993          188 (7)        38
Vice President &
Chief Financial Officer

Bonnie K. Redinger             1997      1993        1,474 (8)        47
Vice President &
Senior Operations Officer

__________________________________

</TABLE>

     (1)     Messrs. Morris, DeArment and Zimmerman are not employees of the
Corporation or the Bank.

     (2)     Includes 200 shares of Common Stock held individually by Mr.
Morris; 22,800 shares of Common Stock held as tenant in common with his
spouse; and unexercised Stock Options for 9,000 shares of Common Stock which
are currently exercisable.

     (3)     Includes 4,000 shares of Common Stock held individually by Mr.
DeArment; 10,400 shares of Common Stock held individually by his spouse; and
unexercised Stock Options for 9,000 shares of Common Stock which are currently
exercisable.

                                    12
<PAGE>


     (4)     Includes 1,000 shares of Common Stock held jointly by Mr. Helsel
with his spouse; 670 shares (rounded to the nearest share) beneficially owned
individually by Mr. Helsel under the Cardinal Bancorp, Inc. Employee Stock
Ownership Plan; and unexercised stock options for 1,000 shares of common stock
which are currently exercisable.

     (5)     The 563 shares (rounded to the nearest share) of Common Stock are
beneficially owned individually by Mr. Chwatek under the Cardinal Bancorp,
Inc. Employee Stock Ownership Plan.

     (6)     Includes 4,100 shares of Common Stock held individually by Mr.
Zimmerman; 320 shares of Common Stock held individually by his spouse; 200
shares of Common Stock held by Zimmerman's Hardware & Supply Company, Inc.;
500 shares of Common Stock held by Zimmerman's American Hardware; and
unexercised Stock Options for 9,000 shares of Common Stock which are currently
exercisable.

     (7)     The 188 shares (rounded to the nearest share) of Common Stock are
beneficially owned individually by Mr. Lafferty under the Cardinal Bancorp,
Inc. Employee Stock Ownership Plan.

     (8)     Includes 1,120 shares of Common Stock held individually by Ms.
Redinger and 354 shares (rounded to the nearest share) beneficially owned
individually by Ms.Redinger under the Cardinal Bancorp, Inc. Employee Stock
Ownership Plan.


                            LEGAL  PROCEEDINGS


     In the opinion of the management of the Corporation and the Bank, there
are no proceedings pending to which the Corporation or the Bank is a party or
to which their property is subject, which, if determined adversely to the
Corporation or the Bank, would be material in relation to the Corporation's
and the Bank's undivided profits or financial condition.  There are no
proceedings pending other than ordinary routine litigation incident to the
business of the Corporation and the Bank.  In addition, no material
proceedings are pending or are known to be threatened or contemplated against
the Corporation and the Bank by government authorities.


                   RATIFICATION  OF INDEPENDENT AUDITORS


     Unless instructed to the contrary, it is intended that votes will be cast
pursuant to the proxies for the ratification of the selection of S.R.
Snodgrass, A.C., Certified Public Accountants, of Wexford, Pennsylvania as the
Corporation's independent auditors for its 1998 fiscal year.  The Corporation
has been advised by S.R. Snodgrass, A.C. that none of its members has any
financial interest in the Corporation.  Ratification of S.R. Snodgrass, A.C.,
will require the affirmative vote of a majority of the shares of Common Stock
represented in person or by proxy at the Annual Meeting.  S.R. Snodgrass, A.C.
served as the Corporation's independent auditors for the 1997 fiscal year,
assisted the Corporation and the Bank with preparation of their federal and
state tax returns, and provided assistance in connection with regulatory
matters, charging the Bank for such services at its customary billing rates.
These non-audit services were approved by the Corporation's and the Bank's
Boards of Directors after due consideration of the effect of the performance
thereof on the independence of the auditors and after the conclusion by the
Corporation's and the Bank's Boards of Directors that there was no effect on
the independence of the auditors.

     In the event the shareholders do not ratify the selection of S.R.
Snodgrass, A.C. as the Corporation's independent auditors for the 1998 fiscal
year, another accounting firm may be chosen to provide independent audit
services for the 1998 fiscal year.  S.R. Snodgrass, A.C., is not expected to
be represented at the Annual Meeting.  The Board of Directors recommends that
the shareholders vote FOR the ratification of the selection of S.R. Snodgrass,
                      ---
A.C. as the independent auditors for the Corporation for the year ending
December 31, 1998.

                                    13

<PAGE>


                             ANNUAL  REPORT

     A copy of the Corporation's Annual Report for the fiscal year ended
December 31, 1997, is enclosed with this Proxy Statement.  A representative of
the Corporation will be available to respond to any appropriate questions
concerning the Annual Report presented by shareholders at the Annual Meeting.


                         SHAREHOLDER PROPOSALS

     Any shareholder who, in accordance with and subject to the provisions of
the proxy rules of the Securities and Exchange Commission, wishes to submit a
proposal for inclusion in the Corporation's Proxy Statement for its 1999
Annual Meeting of Shareholders must deliver such proposal in writing to the
President of Cardinal Bancorp, Inc. at the Corporation's principal offices in
Everett, Pennsylvania, no later than Monday, November 9, 1998.

                            OTHER MATTERS

     The Board of Directors does not know of any matters to be presented for
consideration other than the matters described in the accompanying Notice of
Annual Meeting of Shareholders, but if any matters are properly presented, it
is the intention of the persons named in the accompanying Proxy to vote such
matters in accordance with their best judgment.

                        ADDITIONAL INFORMATION

     UPON WRITTEN REQUEST OF ANY SHAREHOLDER, A COPY OF THE CORPORATION'S
REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1997, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 13a-1 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, MAY BE OBTAINED, WITHOUT CHARGE, FROM MERLE
                      ----------
W. HELSEL, PRESIDENT, CARDINAL BANCORP, INC., 140 EAST MAIN STREET, EVERETT,
PENNSYLVANIA  15537.

                                    14

<PAGE>


                            CARDINAL BANCORP, INC.
                             140 EAST MAIN STREET
                       EVERETT,  PENNSYLVANIA  15537-0327


                                   PROXY


            ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 14, 1998
            THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


     The undersigned hereby constitutes and appoints Thomas R. Watters and
Robert F. Lafferty, and each or any of them, proxies of the undersigned, with
full power of substitution, to vote all of the shares of Cardinal Bancorp,
Inc. (the "Corporation") that the undersigned may be entitled to vote at the
Annual Meeting of Shareholders of the Corporation to be held at The Arena
Restaurant (adjacent to the Quality Inn), Business 220 North at the
Pennsylvania Turnpike Exit 11, Bedford, Pennsylvania 15522, on Tuesday, April
14, 1998, at 9:30 a.m., prevailing time, and at any adjournment or
postponement thereof as follows:


1.     ELECTION OF CLASS A DIRECTORS TO SERVE FOR A THREE-YEAR  TERM


       Merle W. Helsel, Robert E. Ritchey, James C. Vreeland


       [  ]     FOR all nominees             [  ]     WITHHOLD AUTHORITY
                listed above (except as               to vote for all nominees
                marked to the contrary                listed above
                below)

(INSTRUCTION:  TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)


______________________________________________________________________________


2.     PROPOSAL TO RATIFY THE SELECTION OF S.R. SNODGRASS, A.C., CERTIFIED
PUBLIC ACCOUNTANTS, OF WEXFORD, PENNSYLVANIA, AS THE INDEPENDENT AUDITORS FOR
THE CORPORATION FOR THE YEAR ENDING DECEMBER 31, 1998.

       [  ]     FOR    [  ]     AGAINST     [  ]     ABSTAIN

       The Board of Directors recommends a vote FOR this proposal.


______________________________________________________________________________



3.     In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment or
postponement thereof.


<PAGE>



     THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSAL 2.



Number of Shares Held of
Record on  March 9, 1998: ________


                                     _______________________________________

                                     _______________________________________
                                     Signature(s)


                                     Dated: __________________________, 1998



     THIS PROXY MUST BE DATED,  SIGNED BY THE SHAREHOLDER AND RETURNED
PROMPTLY  TO THE CORPORATION IN THE ENCLOSED ENVELOPE.   WHEN SIGNING AS
ATTORNEY,  EXECUTOR,  ADMINISTRATOR,  TRUSTEE OR GUARDIAN,  PLEASE GIVE FULL
TITLE.  IF MORE THAN ONE TRUSTEE,  ALL SHOULD SIGN.  IF STOCK IS HELD JOINTLY,
                                                     -------------------------
EACH OWNER SHOULD SIGN.
-----------------------