U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                 [X] Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 2001

                 [ ] Transition Report under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

          For the transition period from ____________ to _____________

                         Commission file number: 0-24557

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


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

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

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


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                                         Yes  __X__    No  _____

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

          4,256,297 shares of common stock, par value $1.00 per share,
                         outstanding as of June 30, 2001



<PAGE>

                         CARDINAL FINANCIAL CORPORATION

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                  Page No.
<S>                                                                                                  <C>
Part I.      Financial Information

         Item 1.  Financial Statements

                  Consolidated Statements of Condition
                  June 30, 2001 (Unaudited) and December 31, 2000.....................................3

                  Consolidated Statements of Operations (Unaudited)
                  For the Three and Six Months Ended June 30, 2001 and 2000...........................4

                  Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
                  For the Three and Six Months Ended June 30, 2001 and 2000...........................5

                  Consolidated Statement of Changes in Shareholders' Equity (Unaudited)
                  For the Six Months Ended June 30, 2001 and 2000.....................................6

                  Consolidated Statements of Cash Flows (Unaudited)
                  For the Six Months Ended June 30, 2001 and 2000.....................................7

                  Notes to Condensed Consolidated Financial Statements (Unaudited)....................8

         Item 2.  Management's Discussion and Analysis of Financial Condition
                           and Results of Operations.................................................12


Part II.     Other Information

         Item 1.  Legal Proceedings..................................................................25

         Item 2.  Changes in Securities and Use of Proceeds..........................................25

         Item 3.  Defaults Upon Senior Securities....................................................25

         Item 4.  Submission of Matters to a Vote of Security Holders................................25

         Item 5.  Other Information..................................................................25

         Item 6.  Exhibits and Reports on Form 8-K...................................................25

Signatures

</TABLE>



                                       2
<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CONDITION
                       June 30, 2001 and December 31, 2000
                        (In thousands, except share data)
<TABLE>
<CAPTION>
                                                                           (Unaudited)
                                                                             June 30,       December 31,
                                   Assets                                      2001             2000
                                                                           ------------     ------------
<S>                                                                        <C>              <C>
Cash & due from banks                                                      $     17,815     $      4,734
Federal funds sold                                                               25,247           24,754
                                                                           ------------     ------------
                  Total cash and cash equivalents                                43,062           29,488
Investment securities available-for-sale                                          6,139            6,935
Other investments                                                                 1,521            1,513
Loans receivable, net of fees                                                   181,080          154,271
Allowance for loan losses                                                        (2,087)          (1,900)
                                                                           ------------     ------------
                                                                                178,993          152,371
Premises and equipment, net                                                       5,638            5,659
Goodwill and other intangibles                                                    9,227            9,576
Accrued interest and other assets                                                 1,691            1,506
                                                                           ------------     ------------
                  Total assets                                             $    246,271     $    207,048
                                                                           ============     ============
                    Liabilities and Shareholders' Equity
Deposits                                                                   $    201,744     $    163,371
Borrowings                                                                       10,504            7,287
Accrued interest and other liabilities                                            1,791            2,278
                                                                           ------------     ------------
                  Total liabilities                                             214,039          172,936

Preferred stock, cumulative convertible, $1 par value, 1,412,000 shares
    authorized, 1,411,246 and 1,411,268 shares outstanding in 2001
    and 2000, respectively                                                        1,411            1,411
Common  stock, $1  par value, 50,000,000 shares authorized,
    4,256,297 and 4,253,155 shares outstanding in 2001
    and 2000, respectively                                                        4,256            4,253
Additional paid in capital                                                       38,469           38,466
Accumulated deficit                                                             (11,845)         (10,022)
Accumulated other comprehensive income (loss)                                       (59)               4
                                                                           ------------     ------------
                  Total shareholders' equity                                     32,232           34,112
                                                                           ------------     ------------
                  Total liabilities and shareholders' equity               $    246,271     $    207,048
                                                                           ============     ============
</TABLE>


See accompanying notes to consolidated financial statements


                                       3
<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
           For the three and six months ended June 30, 2001 and 2000
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                        Three Months Ended June 30,      Six Months Ended June 30,
                                                                       ----------------------------    ----------------------------
                                                                           2001            2000            2001            2000
                                                                       ------------    ------------    ------------    ------------
<S>                                                                    <C>             <C>             <C>             <C>
Interest income:
   Loans receivable                                                    $  3,723,605    $  1,883,548    $  7,195,641    $  3,412,486
   Federal funds sold                                                       335,866         282,908         707,791         570,113
   Investment securities available-for-sale                                  85,125          70,979         190,363         143,181
   Other investments                                                         22,708          17,032          44,403          32,512
                                                                       ------------    ------------    ------------    ------------
           Total interest income                                          4,167,304       2,254,467       8,138,198       4,158,292
Interest expense:
   Deposits                                                               1,839,398         823,279       3,632,621       1,477,795
   Borrowings                                                               133,978          95,513         246,705         191,727
                                                                       ------------    ------------    ------------    ------------
           Total interest expense                                         1,973,376         918,792       3,879,326       1,669,522
                                                                       ------------    ------------    ------------    ------------
           Net interest income                                            2,193,928       1,335,675       4,258,872       2,488,770
Provision for loan losses                                                   128,889         207,791         185,406         350,882
                                                                       ------------    ------------    ------------    ------------
           Net interest income after provision for loan losses            2,065,039       1,127,884       4,073,466       2,137,888
Non-interest income:
   Service charges on deposit accounts                                       80,773          26,366         168,796          46,768
   Loan service charges                                                     135,307          99,099         205,290         162,203
   Investment fee income                                                    676,195         486,362       1,087,331         799,688
   Gains from sale of assets                                                  4,876               -          16,682               -
   Other income                                                              73,342          44,704         144,305          71,551
                                                                       ------------    ------------    ------------    ------------
           Total non-interest income                                        970,493         656,531       1,622,404       1,080,210
Non-interest expense:
   Salary and benefits                                                    1,950,172       1,479,161       3,838,056       2,842,020
   Occupancy                                                                349,161         222,717         682,671         444,225
   Professional fees                                                        128,030         151,509         258,156         253,063
   Depreciation                                                             208,155         134,737         386,300         263,237
   Amortization of intangibles                                              173,167               -         349,924               -
   Other operating expenses                                                 891,804         674,030       1,748,679       1,235,452
                                                                       ------------    ------------    ------------    ------------
           Total non-interest expense                                     3,700,489       2,662,154       7,263,786       5,037,997
                                                                       ------------    ------------    ------------    ------------
           Net loss before income taxes                                    (664,957)       (877,739)     (1,567,916)     (1,819,899)
Provision for income taxes                                                        -               -               -               -
                                                                       ------------    ------------    ------------    ------------
Net loss                                                               $   (664,957)   $   (877,739)   $ (1,567,916)   $ (1,819,899)
                                                                       ============    ============    ============    ============
Dividends to preferred shareholders                                         127,913               -         255,828               -
                                                                       ------------    ------------    ------------    ------------
Net loss to common shareholders                                        $   (792,870)   $   (877,739)   $ (1,823,744)   $ (1,819,899)
                                                                       ============    ============    ============    ============
Basic and diluted loss per common share                                $      (0.19)   $      (0.21)   $      (0.43)   $      (0.43)
                                                                       ============    ============    ============    ============
Weighted-average common shares outstanding                                4,256,297       4,245,759       4,254,738       4,244,197
                                                                       ============    ============    ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
            For the three and six months ended June 30, 2001 and 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                           Three Months Ended June 30,          Six Months Ended June 30,
                                                        --------------------------------    --------------------------------
                                                             2001              2000              2001              2000
                                                        --------------    --------------    --------------    --------------

<S>                                                     <C>               <C>               <C>               <C>
Net loss                                                $     (664,957)   $     (877,739)   $   (1,567,916)   $   (1,819,899)
Other comprehensive income (loss):
   Unrealized loss on available-for-sale
        investment securities                                  (55,342)           (5,774)          (62,988)          (80,953)
                                                        --------------    --------------    --------------    --------------

Comprehensive loss                                      $     (720,299)   $     (883,513)   $   (1,630,904)   $   (1,900,852)
                                                        ==============    ==============    ==============    ==============
</TABLE>


See accompanying notes to consolidated financial statements.























                                       5
<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                     Six months ended June 30, 2001 and 2000
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                             Accumulated
                                                                                     Additional                 Other
                                             Preferred  Preferred   Common   Common   Paid-in  Accumulated  Comprehensive
                                               Shares     Stock     Shares   Stock    Capital    Deficit     Income (Loss)   Total
                                               ------     ------    ------   ------   -------    -------     -------------  -------
<S>                                             <C>       <C>        <C>     <C>      <C>      <C>           <C>            <C>
Balance, January 1, 2000                            -     $    -     4,243   $4,243   $32,496   $(5,881)     $        (113) $30,745

Issuance of stock awards                            -          -         3        3        3          -                  -        6

Change in unrealized gain (loss) on
    investment securities available-for-sale        -          -         -        -        -          -                (81)     (81)

Net loss                                            -          -         -        -        -     (1,819)                 -   (1,819)
                                               ------     ------    ------   ------   -------    -------     -------------  -------
Balance, June 30, 2000                              -     $    -     4,246   $4,246  $32,499    $(7,700)     $        (194) $28,851
===================================================================================================================================

Balance, January 1, 2001                        1,411     $1,411     4,253   $4,253  $38,466   $(10,022)     $           4  $34,112

Issuance of stock awards                            -          -         3        3        3          -                  -        6

Dividends on preferred stock                        -          -         -        -        -       (255)                 -     (255)

Change in unrealized gain (loss) on
    investment securities available-for-sale        -          -         -        -        -          -                (63)     (63)

Net loss                                            -          -         -        -        -     (1,568)                 -   (1,568)
                                               ------     ------    ------   ------   -------    -------     -------------  -------
Balance, June 30, 2001                          1,411     $1,411     4,256   $4,256  $38,469   $(11,845)     $         (59) $32,232
===================================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements




                                       6
<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the six months ended June 30, 2001 and 2000
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                             2001                 2000
                                                                                         ------------         ------------
<S>                                                                                      <C>                  <C>
Cash flows from operating activities:
    Net loss                                                                             $     (1,568)        $     (1,819)
    Adjustments to reconcile net loss to net cash used in operating
      activities:
         Depreciation                                                                             386                  263
         Amortization of intangibles, premiums and discounts                                      360                    1
         Provision for loan losses                                                                185                  351
         Gain on sale of premises and equipment                                                    (5)                  --
         Increase in accrued interest and other assets                                           (185)                (990)
         Increase (decrease) in accrued interest and other liabilities                           (487)                 178
         Compensation related to stock awards                                                       6                    6
                                                                                         ------------         ------------
                 Net cash used in operating activities                                         (1,340)              (2,011)
                                                                                         ------------         ------------
Cash flows from investing activities:
    Purchase of premises and equipment                                                           (371)                (506)
    Proceeds from sale of premises and equipment                                                   12                   --
    Proceeds from sale of investment securities available-for-sale                              3,955                    5
    Purchase of investment securities available-for-sale                                       (3,601)                 (19)
    Purchase of other investments                                                                (108)                  --
    Redemptions of investment securities available-for-sale and other investments                 469                  248
    Net increase in loan portfolio                                                            (26,809)             (25,325)
                                                                                         ------------         ------------
                 Net cash used in investing activities                                        (26,421)             (25,596)
                                                                                         ------------         ------------
Cash flows from financing activities:
    Net increase in deposits                                                                   38,373               31,266
    Net increase in short-term borrowings                                                       3,217                   --
    Dividends on preferred stock                                                                 (255)                  --
                                                                                         ------------         ------------
                 Net cash provided by financing activities                                     41,335               31,266
                                                                                         ------------         ------------
Net increase in cash and cash equivalents                                                      13,574                3,659
Cash and cash equivalents at beginning of period                                               29,488               19,043
                                                                                         ------------         ------------
Cash and cash equivalents at end of period                                               $     43,062         $     22,702
                                                                                         ============         ============
Supplemental disclosure of cash flow information:
    Cash paid during period for interest:                                                $      3,861         $      1,686
                                                                                         ============         ============
</TABLE>

See accompanying notes to consolidated financial statements.





                                       7
<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2001
                                   (Unaudited)

Note 1

Organization

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

Basis of Presentation

In the opinion of management,  the accompanying condensed consolidated financial
statements have been prepared in accordance with the  requirements of Regulation
S-X,  Article 10.  Accordingly,  they do not include all of the  information and
footnotes  required by accounting  principles  generally  accepted in the United
States of America for complete financial  statements.  However,  all adjustments
that are, in the opinion of management,  necessary for a fair  presentation have
been included. The results of operations for the three and six months ended June
30, 2001 are not  necessarily  indicative  of the results to be expected for the
full year ending December 31, 2001. The unaudited interim  financial  statements
should be read in conjunction with the audited financial statements and notes to
financial  statements that are presented in the Company's  Annual Report on Form
10-KSB for the year ended December 31, 2000.


Note 2

Segment Disclosures

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

Information about reportable segments, and reconciliation of such information to
the  consolidated  financial  statements  as of and for the three and six months
ended June 30, 2001 and 2000 follows:




                                       8
<PAGE>

For the Three Months Ended June 30, 2001:
<TABLE>
<CAPTION>
                                   Commercial        Investment        Intersegment
                                    Banking           Advisory          Elimination         Other           Consolidated
                                -----------------------------------------------------------------------------------------
<S>                              <C>                <C>                <C>              <C>                <C>
Net interest income              $   2,186,384      $           -      $          -     $       7,544      $   2,193,928
Provision for loan losses              128,889                  -                 -                 -            128,889
Non-interest income                    282,839            676,196                 -            11,458            970,493
Non-interest expense                 2,540,927            607,591                 -           551,971          3,700,489
                                -----------------------------------------------------------------------------------------
Net income (loss)                $    (200,593)     $      68,605     $           -     $    (532,969)     $    (664,957)
                                =========================================================================================
</TABLE>

For the Six Months Ended June 30, 2001:
<TABLE>
<CAPTION>
                                   Commercial        Investment        Intersegment
                                    Banking           Advisory          Elimination         Other           Consolidated
                                -----------------------------------------------------------------------------------------
<S>                              <C>                <C>               <C>               <C>                <C>
Net interest income              $   4,235,712      $           -     $           -     $      23,160      $   4,258,872
Provision for loan losses              185,406                  -                 -                 -            185,406
Non-interest income                    525,731          1,089,192                 -             7,481          1,622,404
Non-interest expense                 5,090,150          1,116,509                 -         1,057,127          7,263,786
                                -----------------------------------------------------------------------------------------
Net income (loss)                $    (514,113)     $     (27,317)    $           -     $  (1,026,486)     $  (1,567,916)
                                =========================================================================================

Total Assets                     $ 234,333,575      $     330,222     $ (21,440,866)    $  33,048,093      $ 246,271,024
</TABLE>


For the Three Months Ended June 30, 2000:
<TABLE>
<CAPTION>
                                   Commercial        Investment        Intersegment
                                    Banking           Advisory          Elimination         Other           Consolidated
                                -----------------------------------------------------------------------------------------
<S>                              <C>                <C>               <C>               <C>                <C>
Net interest income              $   1,203,833      $           -     $           -     $     131,842      $   1,335,675
Provision for loan losses              207,791                  -                 -                 -            207,791
Non-interest income                    162,283            486,362                 -             7,886            656,531
Non-interest expense                 1,484,581            561,273                 -           616,300          2,662,154
                                -----------------------------------------------------------------------------------------
Net income (loss)                $    (326,256)     $     (74,911)    $           -     $    (476,572)     $    (877,739)
                                =========================================================================================
</TABLE>


For the Six Months Ended June 30, 2000:
<TABLE>
<CAPTION>
                                   Commercial        Investment        Intersegment
                                    Banking           Advisory          Elimination         Other           Consolidated
                                -----------------------------------------------------------------------------------------
<S>                              <C>                <C>               <C>               <C>                <C>
Net interest income              $   2,197,441      $           -     $           -     $     291,329      $   2,488,770
Provision for loan losses              350,882                  -                 -                 -            350,882
Non-interest income                    268,301            799,688            (3,551)           15,772          1,080,210
Non-interest expense                 2,897,723          1,029,222            (3,551)        1,114,603          5,037,997
                                -----------------------------------------------------------------------------------------
Net income (loss)                $    (782,863)     $    (229,534)    $           -     $    (807,502)     $  (1,819,899)
                                =========================================================================================

Total Assets                     $ 116,241,892      $     212,277     $ (18,910,425)    $  29,096,718      $ 126,640,462
</TABLE>


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



                                       9
<PAGE>

operating  segment.  Parent company net interest income is comprised of interest
income from fed funds and investment securities.


Note 3

Earnings Per Share

The following table discloses the calculation of basic and diluted  earnings per
share for the three and six months  ended June 30,  2001 and 2000.  Because  the
Company has net losses,  all stock options issued to date have an  anti-dilutive
effect  and,  therefore,   have  been  excluded  from  the  earnings  per  share
calculation.
<TABLE>
<CAPTION>
                                                          Three Months Ended June 30,          Six Months Ended June 30,
                                                            2001              2000              2001              2000
                                                       -------------------------------     -------------------------------
<S>                                                    <C>               <C>               <C>               <C>
Net loss                                               $   (664,957)     $   (877,739)     $ (1,567,916)     $ (1,819,899)

Dividends to preferred shareholders                         127,913                 -           255,828                 -
                                                       ------------      -------------     ------------      ------------

Net loss to common shareholders                            (792,870)         (877,739)       (1,823,744)       (1,819,899)

Weighted average shares for basic and diluted             4,256,297         4,245,759         4,254,738         4,244,197

Basic and diluted loss per share                       $      (0.19)     $      (0.21)     $      (0.43)     $      (0.43)
</TABLE>


Note 4

New Accounting Pronouncements

On January 1, 2001, the Company adopted Financial  Accounting  Standard No. 133,
Accounting  for Derivative  Instruments  and Hedging  Activities,  as amended by
Statements No. 137 and 138. The Company has no derivative instruments or hedging
activities and therefore the adoption of Statement No. 133, as amended,  did not
have an  impact on the  Company's  financial  position,  equity  or  results  of
operations.

In June 2001, Financial  Accounting Standard No. 141, Business  Combinations was
issued.  This pronouncement  requires all business  combinations to be accounted
for by a single  method,  the purchase  method.  SFAS 141 further  requires that
intangible assets be recognized apart from goodwill only if they meet one of two
criteria, the contractual - legal criterion or the separability  criterion.  The
disclosure of the primary reasons for a business  combination and the allocation
of the purchase  price paid to the assets



                                       10
<PAGE>

acquired  and  liabilities  assumed  by  major  balance  sheet  caption  is also
required. SFAS 141 applies to all business combinations initiated after June 30,
2001 and to all business  combinations  accounted for using the purchase  method
for which the date of acquisition is July 1, 2001, or later.

In June  2001,  Financial  Accounting  Standard  No.  142,  Goodwill  and  Other
Intangible Assets was issued.  SFAS 142 adopts a more aggregate view of goodwill
and bases the accounting  for goodwill on the units of the combined  entity into
which  an  acquired  entity  is  integrated.  Furthermore,  goodwill  and  other
intangible  assets that have  indefinite  useful lives will not be amortized but
rather  will  be  tested  at  least  annually  for  impairment   using  specific
guidelines.  Additional  supplemental  disclosures of information about goodwill
and other  intangibles in the years  subsequent to their  acquisitions  are also
required.  The  provisions of SFAS 142 are required to be applied  starting with
fiscal years  beginning  after  December 15, 2001,  except that all goodwill and
intangible  assets acquired after June 30, 2001, will be subject  immediately to
the  nonamortization  and  amortization  provisions.  Since  goodwill  and  some
intangible  assets will not  decrease at the same time and in the same manner as
under previous  standards which could lead to more volatility in reported income
because  impairment  losses  are  likely  to occur  irregularly  and in  varying
amounts.
















                                       11
<PAGE>

Item 2.      Management's Discussion and Analysis of Financial Condition and
             Results of Operations

General

Cardinal  Financial  Corporation (the "Company") is the holding company for four
bank  subsidiaries  and one non-bank  subsidiary.  The Company began  operations
November 24, 1997 and opened its first bank subsidiary,  Cardinal Bank, N.A., on
June 8, 1998.  Following its private  offering in December  1997 that  generated
$10.6 million in capital,  the Company raised an additional  $26.0 million in an
initial  public  offering of 2,830,000  shares in July 1998.  In February  1999,
Cardinal  Wealth  Services,  Inc.  began  operations as the  Company's  non-bank
investment advisory  subsidiary.  Through a strategic alliance with LM Financial
Partners,  Inc., a wholly-owned  subsidiary of Legg Mason, Inc., Cardinal Wealth
Services,  Inc. can offer an extensive range of financial products and services.
In  July  1999,   the   Company's   second  bank   subsidiary,   Cardinal   Bank
-Manassas/Prince  William, N.A. began operations.  Cardinal Bank -Dulles,  N.A.,
the third bank  subsidiary,  began  operations  in August 1999.  On September 1,
2000, the Company completed its merger with Heritage Bancorp, Inc. ("Heritage"),
a bank holding  company with $62.2  million in assets  headquartered  in McLean,
Virginia.  The merger was accounted for as a purchase business combination.  The
Heritage  Bank was  renamed  Cardinal  Bank - Potomac  and became the  Company's
fourth bank  subsidiary.  Accordingly,  the results of operations of the Company
for the periods prior to September 1, 2000 do not include Heritage.

The following  discussion presents  management's  discussion and analysis of the
consolidated financial condition of the Company as of June 30, 2001 and December
31, 2000 and results of  operations  for the three and six months ended June 30,
2001 and June 30, 2000. This discussion  should be read in conjunction  with the
Company's  unaudited  consolidated  financial  statements  and the notes thereto
appearing elsewhere in this report.

Financial Condition

Total  assets of the Company  were $246.3  million at June 30, 2001  compared to
$207.0  million at  December  31,  2000.  This  represents  an increase of $39.3
million  or 19% and is due to  increased  deposit  and  loan  generation.  Loans
receivable,  net of fees,  increased $26.8 million to $181.1 million at June 30,
2001 from $154.3  million at December  31, 2000 (see Table 1 for loan  portfolio
details).  Total deposits  increased $38.3 million to $201.7 million at June 30,
2001  compared  to  $163.4  million  at  December  31,  2000  (see  Table  2 for
certificates of deposit of $100,000 or more).  Total  borrowings  increased $3.2
million to $10.5  million at June 30,  2001 from $7.3  million at  December  31,
2000.  Total cash and cash  equivalents  increased to $43.1  million at June 30,
2001 from $29.5  million at December  31,  2000.  The  increase in cash and cash
equivalents was primarily the result of increased  clearing balances held at the
Federal  Reserve at June 30, 2001 as compared to December 31,  2000.  Investment
securities  available-for-sale  and other investments  declined $788,000 to $7.7
million at June 30, 2001 from $8.4 million at December 31, 2000 (see Table 3 for
details of the  investment  securities  available-for-sale  portfolio).  Several
investment  securities  were  called  due to  the  decreased  rate  environment.
Shareholders'  equity  at June 30,  2001 was  $32.2  million  compared  to $34.1
million at December  31,  2000.  Book value per share on June 30, 2001 was $5.91
compared to $6.36 on December 31, 2000.

Results of Operations

Net loss for the three and six months  ended June 30, 2001 was $665,000 and $1.6
million, respectively, an improvement of $213,000 and $252,000, respectively, as
compared to a net loss of $878,000 and $1.8 million for the three and six months
ended June 30, 2000. Basic and diluted loss per common share decreased $0.02 per
common  share to $0.19 as compared to $0.21 for the three  months ended June 30,



                                       12
<PAGE>

2001 and 2000, respectively. Basic and diluted loss per common share for the six
months ended June 30, 2001 and 2000  remained  static at $0.43.  The decrease in
the net loss for the three and six  months  ended  June 30,  2001  reflects  the
increase  in net  interest  income  in the  first and  second  quarters  of 2001
compared to the same periods in 2000. Return on average assets for the three and
six months ended June 30, 2001 were -1.12% and -1.39%, respectively, as compared
to -2.93% and -3.21% for the same periods in 2000.  Return on average equity for
the  three  and  six  months  ended  June  30,  2001  were  -8.10%  and  -9.41%,
respectively, as compared to -11.95% and -12.17% for the same periods in 2000.

Net interest  income is the Company's  primary  source of revenue and represents
the difference between interest and fees earned on  interest-bearing  assets and
the  interest  paid on  deposits  and other  interest-bearing  liabilities.  Net
interest  income  for the  three and six  months  ended  June 30,  2001 was $2.2
million  and $4.3  million,  respectively,  compared  to $1.3  million  and $2.5
million for the three and six months ended June 30, 2000, respectively.

The  Company's  net interest  margin for the three and six months ended June 30,
2001 was  4.50% and  4.57%,  respectively,  compared  to 4.97% and 4.93% for the
three and six months  ended June 30,  2000,  respectively.  The  decrease in the
margin can be  attributed  to the 250 basis point  decrease on the  targeted fed
funds rate  during  the first half of 2001.  Table 4  presents  an  analysis  of
average  interest-earning  assets,   interest-bearing   liabilities  and  demand
deposits with the related components of interest income and interest expense.

The  provision  for loan losses for the three and six months ended June 30, 2001
was $129,000 and $185,000,  respectively,  compared to $208,000 and $351,000 for
the three and six months  ended June 30, 2000,  respectively.  The decrease is a
result of a specific reserve of $104,000,  which was reclassified to the general
reserve to reflect the movement of the one non-performing loan to accrual status
during the first quarter of 2001. The allowance for loan losses at June 30, 2001
was $2.1 million compared to $1.9 million at December 31, 2000. The ratio of the
allowance for loan losses to total loans at June 30, 2001 was 1.15%  compared to
a ratio of 1.23% at December 31, 2000. Tables 5 and 6 reflect the components and
the allocation of the allowance for loan losses.

Non-interest  income  for the  three  and six  months  ended  June 30,  2001 was
$970,000 and $1.6 million,  respectively,  compared to $657,000 and $1.1 million
for the three and six months ended June 30, 2000.  The  significant  increase in
non-interest  income  was due to  investment  fees  generated  by the  Company's
non-bank  subsidiary,  Cardinal  Wealth  Services,  Inc.  Investment  fee income
increased  $190,000  to  $676,000  for the three  months  ended June 30, 2001 as
compared to $486,000  for the three  months  ended June 30,  2000.  In addition,
service charges on deposit accounts  increased  $54,000 to $81,000 for the three
months  ended June 30, 2001 as compared  to $26,000 for the three  months  ended
June 30,  2000.  This  increase can be  attributed  to the  increased  number of
deposit accounts and the addition of the fourth bank subsidiary, Cardinal Bank -
Potomac.

Non-interest  expense for the three and six months  ended June 30, 2001  totaled
$3.7 million and $7.3 million,  respectively,  compared to $2.7 million and $5.0
million  for the three and six months  ended June 30,  2000.  The  increases  in
expenses  were due to  increases  in salary and  benefits,  occupancy  and other
related  expenses  including  amortization of intangibles due to the addition of
the fourth bank  subsidiary,  Cardinal Bank- Potomac which occurred in the third
quarter of 2000.

Business Segment Operations

The  Company  provides  a  diversified  selection  of  banking  and  non-banking
financial  services and products through its subsidiaries.  Management  operates
and  reports  the  results of the  Company's  operations  through  two  business
segments- commercial banking and investment advisory services.



                                       13
<PAGE>

Commercial Banking

The commercial banking segment provides  comprehensive banking services to small
businesses and individuals  through  multiple  delivery  channels.  Through four
banking subsidiaries,  services include commercial and consumer lending, deposit
products, direct banking via the internet and telephone and the funding of small
business receivables through the Business Manager product.

For the three and six months ended June 30, 2001 the commercial  banking segment
had a net loss of $201,000 and $514,000, respectively, compared to a net loss of
$326,000 and  $783,000  for the three and six months ended June 30, 2000.  As of
June 30, 2001 total assets were $234.3 million,  loans receivable,  net of fees,
were $181.1 million and deposits were $201.7 million. As of June 30, 2000, total
assets were $116.2 million,  loans  receivable,  net of fees, were $93.5 million
and deposits were $91.1 million.

Investment Advisory Services

The investment  advisory services segment provides financial and estate planning
services utilizing a host of products provided through a strategic alliance with
Legg Mason Financial  Partners,  a wholly owned  subsidiary of Legg Mason,  Inc.
Operations for this segment began February 1, 1999.

For the three months  ended June 30,  2001,  the  investment  advisory  services
segment had net income of $69,000.  For the six months ended June 30, 20001, the
investment  advisory  subsidiary had a net loss of $27,000. As of June 30, 2001,
total  assets  were  $330,000  and total  assets  under  management  were $131.8
million.  For the three and six  months  ended June 30,  2000,  the net loss was
$75,000 and  $230,000,  respectively.  As of June 30,  2000,  total  assets were
$212,000 and total assets under management were $72.0 million.

Capital Resources

Shareholders'  equity  at June 30,  2001 was  $32.2  million  compared  to $34.1
million at December 31,  2000.  The  reduction  in equity  reflects the net loss
recorded for the year to date June 30, 2001.  At June 30,  2001,  the  Company's
tier 1 and total risk-based  capital ratios were 11.3% and 12.3%,  respectively.
At December 31, 2000, the Company's tier 1 and total  risk-based  capital ratios
were 18.9% and 19.9%, respectively.  The decline in the Company's capital ratios
is due to the  increase in total assets as well as the  absorption  of operating
losses.  Table 7 reflects the  components  of  regulatory  capital.  The Company
continues  to maintain a capital  structure  that  places it well above  minimum
regulatory requirements.

Liquidity

Liquidity  provides  the  Company  with  the  ability  to  meet  normal  deposit
withdrawals while also providing for the credit needs of customers.  At June 30,
2001,  cash and cash  equivalents and investment  securities  available-for-sale
totaled $49.2 million or 20% of total assets compared to $36.4 million or 18% of
total  assets at December  31, 2000.  Management  is  committed  to  maintaining
liquidity at a level  sufficient to protect  depositors,  provide for reasonable
growth, and fully comply with all regulatory requirements.

Interest Rate Sensitivity

An important  element of  asset/liability  management  is the  monitoring of the
Company's sensitivity to interest rate movements. In order to measure the effect
of interest rates on the Company's net interest  income,  management  takes into
consideration  the expected cash flows from the loan and  securities  portfolios
and the expected  magnitude of the  repricing  of specific  asset and  liability
categories.



                                       14
<PAGE>

Management evaluates interest sensitivity risk and then formulates guidelines to
manage  this risk based  upon its  outlook  regarding  the  economy,  forecasted
interest rate  movements and other  business  factors.  Management's  goal is to
maximize and stabilize the net interest margin by limiting  exposure to interest
rate changes.

The data in Table 8 reflects re-pricing or expected maturities of various assets
and  liabilities  as of June  30,  2001.  This  "gap"  analysis  represents  the
difference  between interest sensitive assets and liabilities in a specific time
interval.  Interest sensitivity gap analysis presents a position that existed at
one  particular  point in time,  and assumes  that assets and  liabilities  with
similar  re-pricing  characteristics  will  re-price at the same time and to the
same degree.

Forward Looking Statements

Certain  information  contained in this discussion may include  "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended.
These  forward-looking  statements  are generally  identified by phrases such as
"the Company expects," "the Company  believes" or words of similar import.  Such
forward-looking  statements  involve known and unknown risks including,  but not
limited to, changes in general economic and business  conditions,  interest rate
fluctuations,  competition  within and from  outside the banking  industry,  new
products and  services in the banking  industry,  risk  inherent in making loans
such as  repayment  risks  and  fluctuating  collateral  values,  problems  with
technology  utilized by the Company,  changing  trends in customer  profiles and
changes in laws and regulations applicable to the Company.  Although the Company
believes that its expectations  with respect to the  forward-looking  statements
are based upon  reliable  assumptions  within the bounds of its knowledge of its
business  and  operations,  there  can  be no  assurance  that  actual  results,
performance or achievements  of the Company will not differ  materially from any
future  results,  performance  or  achievements  expressed  or  implied  by such
forward-looking statements.



















                                       15
<PAGE>

Table 1.

                 Cardinal Financial Corporation and Subsidiaries
                                Loans Receivable
                    As of June 30, 2001 and December 31, 2000
                                 (In thousands)
<TABLE>
<CAPTION>
                                                 June 30,                     December 31,
                                                   2001                           2000
                                       ---------------------------     ---------------------------

<S>                                        <C>             <C>             <C>             <C>
Commercial                                 $  52,985       29.28%          $  49,646       32.22%
Real estate - commercial                      70,065       38.72%             57,083       37.05%
Real estate - construction                     6,271        3.47%              4,088        2.65%
Real estate - residential                     18,509       10.23%             17,729       11.51%
Home equity lines                             17,999        9.95%             14,867        9.65%
Consumer                                      15,127        8.36%             10,665        6.92%
                                       ---------------------------     ---------------------------

Gross loans                                $ 180,956      100.00%          $ 154,078      100.00%

Add: unearned income, net                        124                             193
Less: allowance for loan losses               (2,087)                         (1,900)
                                       -------------                   -------------

Total loans, net                           $ 178,993                       $ 152,371
                                       =============                   =============
</TABLE>














                                       16
<PAGE>

Table 2.

                 Cardinal Financial Corporation and Subsidiaries
                   Certificates of Deposit of $100,000 or More
                    As of June 30, 2001 and December 31, 2000
                                 (In thousands)



                                                      June 30,      December 31,
                                                        2001            2000
                                                    ------------    ------------

Three months or less                                $      6,025    $      3,116
Over three months through six months                       6,344           8,721
Over six months through twelve months                     18,290          17,397
Over twelve months                                        20,618          11,225
                                                    ------------    ------------
                                                    $     51,277    $     40,459
                                                    ============    ============














                                       17
<PAGE>

Table 3.

                 Cardinal Financial Corporation and Subsidiaries
                    Investment Securities Available-for-Sale
                    As of June 30, 2001 and December 31, 2000
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                 Amortized       Fair       Unrealized      Average
As of  June 30, 2001                                                Par Value       Cost         Value      Gain/(Loss)      Yield
                                                               ---------------------------------------------------------------------
<S>                                                                  <C>             <C>          <C>           <C>           <C>
U.S. government agencies and enterprises
     One to five years                                               $   500       $   500      $   503         $   3         7.09%
     Five to ten years                                                   500           500          500             -         6.00%
     After ten years                                                     435           434          420           (14)        6.26%
------------------------------------------------------------------------------------------------------------------------------------
              Total U.S. government agencies                         $ 1,435       $ 1,434      $ 1,423         $ (11)        6.46%
------------------------------------------------------------------------------------------------------------------------------------

Mortgage-backed securities
    Within one year                                                  $   237       $   237      $   237         $   -         4.87%
    One to five years                                                    344           345          345             -         5.93%
    Five to ten years                                                    557           566          566             -         7.82%
    After ten years                                                    3,488         3,616        3,568           (48)        7.49%
------------------------------------------------------------------------------------------------------------------------------------
              Total mortgage-backed securities                       $ 4,626       $ 4,764      $ 4,716         $ (48)        6.34%
------------------------------------------------------------------------------------------------------------------------------------

              Total investment securities available-for-sale         $ 6,061       $ 6,198      $ 6,139         $ (59)        6.37%
                                                               =====================================================================


                                                                                 Amortized       Fair       Unrealized      Average
As of  December 31, 2000                                            Par Value       Cost         Value      Gain/(Loss)      Yield
                                                               ---------------------------------------------------------------------
U.S. government agencies and enterprises
     Within one year                                                 $   500       $   500      $   497         $  (3)        5.25%
     One to five years                                                 4,000         3,949        3,999            50         6.85%
     After ten years                                                   1,377         1,403        1,374           (29)        6.64%
------------------------------------------------------------------------------------------------------------------------------------
              Total U.S. government agencies                         $ 5,877       $ 5,852      $ 5,870         $  18         6.66%
------------------------------------------------------------------------------------------------------------------------------------

Mortgage-backed securities
    Within one year                                                  $    30       $    30      $    30         $   -         5.50%
    One to five years                                                    740           742          734            (8)        6.44%
    Five to ten years                                                    306           307          301            (6)        5.92%
------------------------------------------------------------------------------------------------------------------------------------
              Total mortgage-backed securities                       $ 1,076       $ 1,079      $ 1,065         $ (14)        6.27%
------------------------------------------------------------------------------------------------------------------------------------

              Total investment securities available-for-sale         $ 6,953       $ 6,931      $ 6,935         $   4         6.60%
                                                               =====================================================================
</TABLE>






                                       18
<PAGE>

Table 4.

                Cardinal Financial Corporation and Subsidiaries
                            Rate and Volume Analysis
                For the three months ended June 30, 2001 and 2000
                                 (In thousands)
<TABLE>
<CAPTION>

   Three Months        Three Months                                          Three Months
  Ended June 30,      Ended June 30,                                         Ended June 30,                     Variance
  Average Volume       Average Rate                                             Interest        Increase     Attributable to
 2001        2000     2001      2000                                         2001     2000     (Decrease)    Rate    Volume
------------------   ----------------                                      ------------------  ----------  ------------------
<S>       <C>         <C>      <C>     <C>                                  <C>      <C>         <C>         <C>      <C>
                                               Interest Income
                                       Loans:
$ 51,341  $ 27,394    8.73%    9.45%       Commercial                       $ 1,120  $   647     $   473     $  (93)  $  566
  67,019    29,192    8.87%    8.14%       Real estate - commercial           1,486      594         892        122      770
   5,474     1,564    8.91%    9.72%       Real estate - construction           122       38          84        (11)      95
  19,089    15,486    8.34%    7.90%       Real estate - residential            398      306          92         21       71
  17,100     5,714    6.78%    8.68%       Home equity lines                    290      124         166        (81)     247
  15,682     9,358    7.86%    7.48%       Consumer                             308      175         133         15      118
-----------------------------------------------------------------------------------------------------------------------------
 175,705    88,708    8.48%    8.49%            Total loans                   3,724    1,884       1,840        (27)   1,867

   4,632     4,831    7.34%    5.88%   Investment securities - AFS               85       71          14         17       (3)

   1,504       885    6.12%    7.70%   Other investments                         23       17           6         (6)      12

  29,817    17,652    4.56%    6.43%   Federal funds sold                       335      283          52       (140)     191

-----------------------------------------------------------------------------------------------------------------------------
$211,658  $112,076    7.88%    8.05%   Total interest-earning assets        $ 4,167  $ 2,255     $ 1,912     $ (156)  $2,067
=============================================================================================================================

                                              Interest Expense

$ 13,616  $  3,846    1.94%    2.29%       Interest checking                $    66  $    22     $    44     $  (12)  $   56
  23,878    11,966    3.31%    3.45%       Money markets                        197      103          94         (9)     103
   4,431       721    2.99%    2.78%       Statement savings                     33        5          28          2       26
 102,381    46,825    6.05%    5.94%       Certificates of deposit            1,543      693         850         28      822
-----------------------------------------------------------------------------------------------------------------------------
 144,306    63,358    5.11%    5.21%   Total interest-bearing liabilities     1,839      823       1,016         10    1,007

  10,951     5,901    4.91%    6.40%   Borrowings                               134       96          38        (40)      81

-----------------------------------------------------------------------------------------------------------------------------
$155,257  $ 69,259    5.10%    5.32%   Total interest-bearing liabilities   $ 1,973  $   919     $ 1,054     $  (30)  $1,088
=============================================================================================================================

  78,949    50,374                     Other sources
-----------------------------------------------------------------------------------------------------------------------------
 234,206   119,633    3.38%    3.08%   Total sources of funds                 1,973      919       1,054        (30)   1,088
-----------------------------------------------------------------------------------------------------------------------------

$ 56,401  $ 42,817    4.50%    4.97%   Net interest margin                  $ 2,194  $ 1,336     $   858     $ (126)  $  979
=============================================================================================================================
</TABLE>

 No tax equivalent adjustment made to the above table.




                                       19
<PAGE>

Table 4a. continued.

                Cardinal Financial Corporation and Subsidiaries
                            Rate and Volume Analysis
                 For the six months ended June 30, 2001 and 2000
                                 (In thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
    Six Months          Six Months                                            Six Months
  Ended June 30,      Ended June 30,                                         Ended June 30,                   Ended June 30,
  Average Volume       Average Rate                                             Interest        Increase     Attributable to
  2001      2000      2001     2000                                          2001      2000    (Decrease)    Rate    Volume
------------------   ----------------                                      ------------------  ----------  ------------------
<S>       <C>         <C>      <C>     <C>                                  <C>      <C>         <C>         <C>      <C>
                                               Interest Income
                                       Loans:
$ 49,425  $ 25,523    9.02%    9.20%       Commercial                       $ 2,229  $ 1,174     $ 1,055     $ (44)   $ 1,098
  62,549    26,064    8.86%    8.16%       Real estate - commerc              2,772    1,063       1,709       220      1,486
   5,281     1,293    9.35%    9.44%       Real estate - construct              247       61         186        (2)       188
  18,163    14,220    8.25%    7.76%       Real estate - residenti              749      552         197        44        153
  16,368     4,986    7.44%    8.46%       Home equity lines                    609      211         398       (83)       481
  14,992     9,323    7.87%    7.53%       Consumer                             590      351         239        25        214
-----------------------------------------------------------------------------------------------------------------------------
 166,778    81,409    8.63%    8.38%            Total loans                   7,196    3,412       3,784     $ 160    $ 3,620

   5,090     4,842    7.47%    5.91%   Investment Securities - AFS              190      143          47        40          7

   1,482       938    5.94%    7.03%   Other Investments                         44       33          11        (8)        18

  28,538    17,900    5.00%    6.42%   Federal funds sold                       708      570         138      (202)       342

-----------------------------------------------------------------------------------------------------------------------------
$201,888 $ 105,089    8.06%    7.91%   Total interest-earning assets        $ 8,138  $ 4,158     $ 3,980     $ (10)   $ 3,987
=============================================================================================================================

                                              Interest Expense

  13,202     3,576    1.97%    2.31%       Interest Checking                    129       41          88       (22)       111
  23,575    11,419    3.70%    3.53%       Money Markets                        432      200         232        19        214
   4,342       673    2.97%    3.00%       Statement Savings                     64       10          54        (1)        56
  97,883    42,503    6.20%    5.82%       Certificates of Depos              3,008    1,227       1,781       183      1,603
-----------------------------------------------------------------------------------------------------------------------------
 139,002    58,171    5.27%    5.12%   Total interest-bearing liabilit        3,633    1,478       2,155     $ 179    $ 1,984

   9,260     5,951    5.37%    6.41%   Borrowings                               247      192          55       (46)       106

-----------------------------------------------------------------------------------------------------------------------------
$148,263  $ 64,122    5.28%    5.25%   Total interest-bearing liabil        $ 3,880  $ 1,670     $ 2,210     $ 133      2,090
=============================================================================================================================

  75,458    48,621                     Other Sources - Net
-----------------------------------------------------------------------------------------------------------------------------
 223,721   112,743    3.50%    2.99%   Total Sources of Funds                 3,880    1,670       2,210       133      2,090
-----------------------------------------------------------------------------------------------------------------------------

$ 53,625  $ 40,967    4.57%    4.93%   Net Interest Margin                  $ 4,258  $ 2,488     $ 1,770      (143)     1,897
=============================================================================================================================

</TABLE>



                                       20
<PAGE>

Table 5.

                 Cardinal Financial Corporation and Subsidiaries
                            Allowance for Loan Losses
                          As of June 30, 2001 and 2000
                                 (In thousands)


                                                   2001               2000
                                             ----------------   ----------------
Beginning balance, January 1                   $      1,900      $        726

Provision for loan losses                               185               351


Loans charged off:
     Commercial                                           -                 -
     Real estate - commercial                             -                 -
     Real estate - construction                           -                 -
     Real estate - residential                            -                 -
     Home equity lines                                    -                 -
     Consumer                                             -                 -
--------------------------------------------------------------------------------
     Total loans charged off                              -                 -

Recoveries:
    Commercial                                            2                 -
    Real estate - commercial                              -                 -
    Real estate - construction                            -                 -
    Real estate - residential                             -                 -
    Home equity lines                                     -                 -
    Consumer                                              -                 -
--------------------------------------------------------------------------------
    Total recoveries                                      2                 -

Net recoveries                                            2                 -

Balance, June 30                               $      2,087      $      1,077
================================================================================



                                                 June 30,         December 31,
Loans:                                             2001               2000
                                             ----------------   ----------------
    Balance at period end                      $    180,954      $    154,271
    Allowance for loan losses to
    Period end loans                                   1.15%            1.23%







                                       21
<PAGE>

Table 6.

                 Cardinal Financial Corporation and Subsidiaries
                   Allocation of the Allowance for Loan Losses
                    As of June 30, 2001 and December 31, 2000
                                 (In thousands)

<TABLE>
<CAPTION>
                                               June 30,                December 31,
                                                2001                       2000
                                       -----------------------    -----------------------

<S>                                       <C>          <C>           <C>          <C>
Commercial                                $    623     29.84%        $    612     32.21%
Real estate - commercial                       772     37.00%             678     35.68%
Real estate - construction                      63      3.01%              50      2.63%
Real estate - residential                      189      9.04%             181      9.53%
Home equity lines                              138      6.59%             126      6.63%
Consumer                                        94      4.50%              63      3.32%
Unallocated                                    209     10.02%             190     10.00%
                                       -----------------------    -----------------------

Total allowance for loan losses           $  2,087    100.00%        $  1,900    100.00%
                                       =======================    =======================
</TABLE>







                                       22
<PAGE>

Table 7.

                Cardinal Financial Corporation and Subsidiaries
                               Capital Components
                    As of June 30, 2001 and December 31, 2000
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                                          To Be Well
                                                                                                      Capitalized Under
                                                                               For Capital            Prompt Corrective
                                                          Actual            Adequacy Purposes         Action Provisions
                                                  ----------------------  ---------------------   -------------------------
                                                     Amount     Ratio       Amount       Ratio       Amount        Ratio
                                                     ------     -----       ------       -----       ------        -----
<S>                                                 <C>        <C>         <C>          <C>         <C>           <C>
    As of June 30, 2001
    Total capital to risk-weighted assets           $ 25,151   12.27%      $16,402  >=  8.00%       $ 20,503  >=  10.00%
    Tier I capital to risk-weighted assets            23,064   11.25%        8,201  >=  4.00%         12,302  >=   6.00%
    Total capital to average assets                   23,064   10.62%        9,934  >=  4.00%         12,418  >=   5.00%

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

    As of December 31, 2000
    Total capital to risk-weighted assets           $ 36,002   19.94%      $14,443  >=  8.00%       $ 18,053  >=  10.00%
    Tier I capital to risk-weighted assets            34,102   18.89%        7,221  >=  4.00%         10,832  >=   6.00%
    Total capital to average assets                   34,102   17.39%        8,282  >=  4.00%         10,352  >=   5.00%

</TABLE>







                                       23
<PAGE>

Table 8.

                         Cardinal Financial Corporation
              Interest Rate Sensitivity Gap Analysis - Consolidated
                               As of June 30, 2001
                                 (In thousands)
<TABLE>
<CAPTION>
                                                          1-90       91-180     181-365       1-5      Over 5
                                                          Days        Days        Days       Years      Years      TOTAL
--------------------------------------------------------------------------------------------------------------------------
                ASSETS
--------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>        <C>         <C>         <C>        <C>       <C>
Investment Securities
U.S. Government agency securities                             -           -         500       2,883        500   $   3,883
Mortgage-backed securities                                    -         818           -       1,018        420       2,256
Other securities                                              -           -           -           -      1,521       1,521
--------------------------------------------------------------------------------------------------------------------------
Total Investment Securities                                   -         818         500       3,901      2,441       7,660
--------------------------------------------------------------------------------------------------------------------------
Federal Funds Sold                                       25,247           -           -           -          -      25,247
--------------------------------------------------------------------------------------------------------------------------
Loans
Commercial                                               20,060         597       3,332      16,693     12,303      52,985
Real estate - commercial                                 19,133       2,095       5,365      25,563     17,909      70,065
Real estate - construction                                5,300         496         225          42        208       6,271
Real estate - residential                                   473          92         333      12,385      5,226      18,509
Home Equity Lines                                        17,999           -           -           -          -      17,999
Consumer                                                  2,776         366         566       3,488      7,931      15,127
--------------------------------------------------------------------------------------------------------------------------
Total Gross Loans                                        65,741       3,646       9,821      58,171     43,577     180,956
--------------------------------------------------------------------------------------------------------------------------
Total Earning Assets                                     90,988       4,464      10,321      62,072     46,018   $ 213,863
--------------------------------------------------------------------------------------------------------------------------
Cumulative Rate Sensitive Assets                         90,988      95,452     105,773     167,845    213,863
--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
--------------------------------------------------------------------------------------------------------------------------
Deposits
Demand deposits                                          13,552       6,021      10,240       4,499     19,890   $  54,202
Interest checking                                         3,435       1,670       2,451       1,139      5,038      13,733
Statement savings                                         1,135         559         801         376      1,665       4,536
Money market accounts                                     6,251       2,905       4,597       2,075      9,173      25,001
Certificates of deposit - Fixed                          14,567      14,662      25,638       9,883        455      65,205
Certificates of deposit - No Penalty                      1,965       2,297       8,926      25,879          -      39,067
--------------------------------------------------------------------------------------------------------------------------
Total Deposits                                           40,905      28,114      52,653      43,851     36,221     201,744
--------------------------------------------------------------------------------------------------------------------------
Borrowings                                                2,504       7,000       1,000           -          -      10,504
--------------------------------------------------------------------------------------------------------------------------
Total Interest Bearing Liabilities                       43,409      35,114      53,653      43,851     36,221   $ 212,248
--------------------------------------------------------------------------------------------------------------------------
Cumulative Rate Sensitive Liabilities                    43,409      78,523     132,176     176,027    212,248
--------------------------------------------------------------------------------------------------------------------------

Gap                                                      47,579     (30,650)    (43,332)     18,221      9,797
Cumulative Gap                                           47,579      16,929     (26,403)     (8,182)     1,615
Gap/ Total Assets                                         19.32%     -12.45%     -17.60%       7.40%      3.98%
Cumulative Gap/ Total Assets                              19.32%       6.87%     -10.72%      -3.32%      0.66%
Rate Sensitive Assets/ Rate Sensitive Liabilities          2.10        0.13        0.19        1.42       1.27
Cumulative RSA/ Cumulative RSL                             2.10        1.22        0.80        0.95       1.01

</TABLE>





                                       24
<PAGE>

                          PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings

                  Not applicable.

Item 2.  Changes in Securities and Use of Proceeds

                  Not applicable.

Item 3.  Defaults Upon Senior Securities

                  Not applicable.

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

         The Company held its Annual Meeting of Shareholders on Wednesday,  June
13, 2001 in Falls Church,  Virginia.  The shareholders were asked to vote on the
election of four  directors  of the Company and to approve an  amendment  to the
Company's 1999 Stock Option Plan.

         The votes cast for or withheld for the election of the  directors  were
as follows:

                 NAME                          FOR              WITHHELD
                 ----                          ---              --------

         Wayne W. Broadwater                3,314,124           132,833
         Harvey W. Huntzinger               3,314,124           132,833
         Harold E. Lieding                  3,306,274           140,683
         John H. Rust, Jr.                  3,312,424           134,533


         The votes  cast for,  against,  abstain  or  non-vote  to  approve  the
amendment to the Company's 1999 Stock Option Plan were as follows:


                                        FOR       AGAINST    ABSTAIN   NON-VOTE
                                        ---       -------    -------   --------
             Amendment to
         1999 Stock Option Plan      1,707,836    374,926    19,820    1,344,375

Item 5.  Other Information

                  Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

                  (a)      Exhibits - none

                  (b)      Reports on Form 8-K - none





                                       25
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                           CARDINAL FINANCIAL CORPORATION



Date:  August 14, 2001                     /s/ L. Burwell Gunn, Jr.
                                           -------------------------------------
                                           L. Burwell Gunn, Jr.
                                           President and Chief Executive Officer



Date:  August 14, 2001                     /s/ Jennifer L. Deacon
                                           -------------------------------------
                                           Jennifer L. Deacon
                                           Controller (Chief Accounting Officer)