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, 1998

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

          For the transition period from ____________ to _____________

                        Commission file number: 333-52279

                         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.)

                                10641 Lee Highway
                             Fairfax, Virginia 22030
                    (Address of Principle 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 ____   No __X__

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

          4,239,509 shares of common stock, par value $1.00 per share,
                        outstanding as of August 19, 1998



<PAGE>


                         CARDINAL FINANCIAL CORPORATION

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                          Page No.

Part I.       Financial Information
<S>                                                                                                         <C>
         Item 1.  Financial Statements

                  Condensed Consolidated Statements of Condition
                           June 30, 1998 and December 31, 1997...............................................3

                  Condensed Consolidated Statements of Income
                           Three Months and Six Months Ended June 30, 1998...................................4

                  Condensed Consolidated Statements of Cash Flows
                           Three Months and Six Months Ended June 30, 1998...................................5

                  Condensed Consolidated Statement of Changes in Stockholders' Equity
                           Six Months Ended June 30, 1998....................................................6

                  Notes to Condensed Consolidated Financial Statements.......................................7

         Item 2.  Management's Discussion and Analysis of Financial Condition
                           and Results of Operation..........................................................9


Part II.      Other Information

         Item 1.  Legal Proceedings.........................................................................12

         Item 2.  Changes in Securities and Use of Proceeds.................................................12

         Item 3.  Defaults Upon Senior Securities...........................................................13

         Item 4.  Submission of Matters to a Vote of Security Holders.......................................13

         Item 5.  Other Information.........................................................................13

         Item 6.  Exhibits and Reports on Form 8-K..........................................................13

</TABLE>



                                      -2-
<PAGE>

                         PART I -- FINANCIAL INFORMATION

Item 1.        Financial Statements

                  CARDINAL FINANCIAL CORPORATION AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CONDITION
                        (In thousands, except share data)

<TABLE>
<CAPTION>

                                                                           June 30,         December 31,
                                                                             1998               1997
                                                                         ------------       ------------
ASSETS                                                                    (unaudited)
<S>                                                                          <C>                <C>
Cash and cash equivalents                                                    $ 13,162           $  4,283

Securities available for sale, at market value                                    240                  -

Loans, net of unearned discount and deferred loan fees                            341                  -
Less: Allowance for loan losses                                                     3                  -
                                                                         ------------       ------------
                                                                                  338              4,283

Subscriptions receivable                                                            -              4,510
Property, plant and equipment, net                                              1,176                  -
Accrued interest and other assets                                                 145                  3
                                                                         ------------       ------------

   Total Assets                                                              $ 15,061           $  8,796
                                                                         ============       ============


LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                     $  4,801           $      -
Accrued interest and other liabilities                                            358                245
                                                                         ------------       ------------

   Total Liabilities                                                            5,159                245


Common stock, $1 par value, 50,000,000 shares 
   authorized, 1,409,509 and 1,174,988 outstanding at
   June 30, 1998 and December 31, 1997                                          1,410              1,175
Uncollected subscriptions receivable                                                -              (100)
Additional paid in capital                                                      9,146              7,621
Accumulated deficit                                                             (654)              (145)
Net unrealized gain on securities available for sale                                -                  -
                                                                         ------------       ------------

   Total Stockholders' Equity                                                   9,902              8,551
                                                                         ------------       ------------

   Total Liabilities and Stockholders' Equity                                $ 15,061           $  8,796
                                                                         ============       ============
</TABLE>

See accompanying notes to interim financial statements.



                                      -3-
<PAGE>

                  CARDINAL FINANCIAL CORPORATION AND SUBSIDIARY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                        Three Months           Six Months
                                                                            Ended                 Ended
                                                                        June 30, 1998         June 30, 1998
                                                                        -------------         -------------  
<S>                                                                     <C>                   <C>
INTEREST AND DIVIDEND INCOME
Loans                                                                   $      3,743          $      3,743
Investment securities                                                            920                   920
Interest bearing deposits                                                    127,799               229,035
                                                                        ------------          ------------

     Total Interest Income                                                   132,462               233,698


INTEREST EXPENSE
Deposits                                                                       8,001                 8,001
Borrowings                                                                         -                 1,616
                                                                        ------------          ------------

     Total Interest Expense                                                    8,001                 9,617
                                                                        ------------          ------------

     NET INTEREST INCOME                                                     124,461               224,081

Provision for loan losses                                                      3,010                 3,010
                                                                        ------------          ------------

     Net interest income after provision for loan losses                     121,451               221,071


NON-INTEREST INCOME
Service fees                                                                      16                    16
Other income                                                                     687                   687
                                                                        ------------          ------------

     Total Non-interest income                                                   703                   703


NON-INTEREST EXPENSE
Salary and benefits                                                          257,734               378,023
Occupancy                                                                     50,051               110,855
Professional fees                                                             68,074               129,535
Other operating expenses                                                      69,681               112,047
                                                                        ------------          ------------

     Total non-interest expense                                              445,540               730,460

     Net loss before income taxes                                          (323,386)             (508,686)

Provision for income taxes                                                         -                     -

     NET LOSS                                                           $  (323,386)          $  (508,686)
                                                                        ============          ============

     Basic and diluted loss per common share                            $       0.23          $       0.37
                                                                                
     Weighted-average shares outstanding                                   1,409,509             1,390,074
</TABLE>

See accompanying notes to interim financial statements.



                                      -4-
<PAGE>

                         CARDINAL FINANCIAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                            Three Months           Six Months
                                                                                Ended                 Ended
                                                                            June 30, 1998         June 30, 1998
                                                                          -----------------     -----------------
<S>                                                                       <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                               $           (323)     $           (509)
   Adjustments to reconcile net loss to net cash used in operating
     activities:
      Depreciation                                                                       24                    27
      Provision for loan losses                                                           3                     3
      Increase in other assets                                                        (143)                 (143)
      Increase (decrease) in accounts payable and accrued expenses                      324                   300
                                                                          -----------------     -----------------
         NET CASH USED IN OPERATING ACTIVITIES                                        (115)                 (322)
                                                                          -----------------     -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of fixed assets                                                           (921)               (1,203)
   Purchase of investment                                                             (240)                 (240)
   Net increase in loan portfolio                                                     (341)                 (341)
                                                                          -----------------     -----------------
      NET CASH USED IN INVESTING ACTIVITIES.                                        (1,502)               (1,784)
                                                                          -----------------     -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net increase in deposits                                                           4,801                 4,801
   Proceeds from stock issuance, net                                                      -                 1,759
   Decrease (increase) in subscription receivables                                      302                 4,610
   (Repayment) proceeds of borrowings                                                     -                 (185)
                                                                          -----------------     -----------------
      NET CASH PROVIDED BY FINANCING ACTIVITIES                                       5,103                10,985
                                                                          -----------------     -----------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                             3,486                 8,879
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                      9,676                 4,283
                                                                          -----------------     -----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                $          13,162     $          13,162
                                                                          =================     =================


Supplemental disclosure of cash flow information
   Cash paid during period for interest                                   $           6,842     $           8,458

See accompanying notes to interim financial statements.
</TABLE>



                                      -5-
<PAGE>


                  CARDINAL FINANCIAL CORPORATION AND SUBSIDIARY
       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
               (In thousands except for share and per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         Additional                      Uncollected
                                             Shares          Common        Paid-in       Accumulated     Subscription
                                          Outstanding        Stock         Capital         Deficit        Receivable       Total
                                         -------------   -------------  -------------  --------------   --------------  ------------
<S>                                        <C>           <C>                <C>             <C>             <C>            <C>    
BALANCE, DECEMBER 31, 1997                 1,174,988     $   1,175          7,621           (145)           (100)          8,551

Issuance of 234,521 shares of common
   stock par value $1, at $7.50 per
   share, net of costs                       234,521           235          1,525               -               -          1,760

Payment of subscription receivable                 -             -              -               -             100            100

Net loss                                           -             -              -           (509)               -          (509)
                                         -------------   -------------  -------------  --------------   -------------  ------------

BALANCE, JUNE 30, 1998                     1,409,509     $   1,410          9,146           (654)               -          9,902 
                                         =============   =============  =============  ==============   =============  ============
</TABLE>


See accompanying notes to interim financial statements.



                                      -6-
<PAGE>


                  CARDINAL FINANCIAL CORPORATION AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 1998
                                   (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 subsidiary,  Cardinal Bank,
N.A.

Basis of Presentation

In the opinion of management,  the accompanying condensed consolidated financial
statements have been prepared in accordance with generally  accepted  accounting
principles for interim financial information.  Accordingly,  they do not include
all of the information and footnotes required by generally  accepted  accounting
principles for complete financial statements.  The results of operations for the
three months ended June 30, 1998 are not  necessarily  indicative of the results
to be expected for the full year ending December 31, 1998. 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
Prospectus  dated  July  17,  1998  that is part of the  Company's  Registration
Statement on Form SB-2  (Registration No. 333-52279) and that was filed with the
Securities  and  Exchange  Commission  on July 20, 1998  pursuant to Rule 424(b)
under the Securities Act of 1933, as amended.

Note 2

Income Recognition on Loans

Interest  on loans is  credited  to income as  earned  on the  principal  amount
outstanding.   When,  in  management's  judgment,  the  full  collectibility  of
principal  or  interest  on a loan  becomes  uncertain,  that  loan is placed on
nonaccrual.  Any accrued but uncollected interest on nonaccrual loans is charged
against current income. Interest income is then recognized as cash is received.

Interest  accruals  are resumed on such loans only when they are  brought  fully
current  with respect to  principal  and  interest and when,  in the judgment of
management,  the loans have  demonstrated  a new period of  performance  and are
estimated to be fully collectible as to both principal and interest.



                                      -7-
<PAGE>


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)


Allowance for Loan Losses

The  allowance  for loan losses is a valuation  allowance  available  for losses
incurred on loans. It is established  through charges to earnings in the form of
provisions  for loan losses.  Loan losses are charged to the  allowance for loan
losses  when a  determination  is made that  collection  is  unlikely  to occur.
Recoveries are credited to the allowance at the time of recovery.

Prior to the beginning of each year, and quarterly  during the year,  management
estimates  whether the  allowance  for loan losses is adequate to absorb  losses
that can be anticipated in the existing portfolio.  Based on these estimates, an
amount is charged to the  provision for loan losses to adjust the allowance to a
level determined to be adequate to absorb currently anticipated losses.

Management's  judgment  as to the level of future  losses on  existing  loans is
based on  management's  internal  review  of the loan  portfolio,  including  an
analysis of the borrowers'  current  financial  position,  the  consideration of
current and  anticipated  economic  conditions  and their  potential  effects on
specific  borrowers,  an evaluation of the existing  relationships  among loans,
potential  loan losses,  and the present  level of the loan loss  allowance  and
results  of  examinations  by  independent   consultants.   In  determining  the
collectibility of certain loans, management also considers the fair value of any
underlying  collateral.  In addition,  various regulatory agencies, as a part of
their  examination  process,  periodically  review the Bank's allowance for loan
losses.  Such  agencies  may  require  the Bank to  recognize  additions  to the
allowance based on their judgments  about  information  available to them at the
time of their examination.



                                      -8-
<PAGE>

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

         Cardinal  Financial  Corporation  (the  "Company")  is the bank holding
company for Cardinal Bank, N.A. in Fairfax,  Virginia (the "Bank").  The Company
was in a development stage until the Bank commenced operations on June 8, 1998.

         The Company  funded its start-up  and  organizational  costs  through a
private  offering  (the "Private  Offering")  of 1,409,509  shares of its common
stock, par value $1.00 per share (the "Common Stock"),  in the fourth quarter of
1997 and the first  quarter of 1998.  The total  proceeds  to the Company in the
Private Offering was $10.6 million, of which $8.0 million was used to capitalize
the Bank.

         The following discussion presents management's  discussion and analysis
of the  consolidated  financial  condition  and  results  of  operations  of the
Corporation  as of June 30, 1998 and December 31, 1997 and for the three and six
months ended June 30, 1998. This discussion  should be read in conjunction  with
the Company's  Unaudited  Condensed  Consolidated  Financial  Statements and the
notes  thereto  appearing  elsewhere in this  report.  Since  principal  banking
operations  commenced on June 8, 1998, a comparison of the June 30, 1998 results
(when banking  operations  were in progress) to those of June 30, 1997 (prior to
the Company's formation) is not meaningful.

Results of Operation

         The total assets of the Company  increased to $15.1 million at June 30,
1998, compared to $8.8 million at December 31, 1997, representing an increase of
$6.3 million or 71.2%. This increase is attributable to additional proceeds from
the Private  Offering of $1.5 million and deposits of $4.8 million.  Total loans
at June 30, 1998 was  $341,000,  and the  investment  portfolio  and  securities
available-for-sale at June 30, 1998 was $240,000.

         Net loss for the six months ended June 30, 1998 was $508,686,  or $0.37
per  share.  While  implementing  its  growth  strategy,  the  Company  does not
anticipate  profitable  operations on a consolidated  basis through December 31,
1999.

         Net interest  income is the  Company's  primary  source of earnings and
represents the difference  between  interest and fees earned on interest earning
assets and the  interest  expense paid on deposits  and other  interest  bearing
liabilities.  Net interest  income for the three months and the six months ended
June 30, 1998 totaled $124,461 and $224,081, respectively.

         Non-interest  income for the three months and the six months ended June
30, 1998 totaled $703 and $703, respectively.  These amounts reflect the service
charges on deposit  accounts and other  noninterest  income from fees on deposit
related  products and sales of  non-deposit  investment  products since the Bank
opened on June 8, 1998.



                                      -9-
<PAGE>

         Non-interest expense for the three months and the six months ended June
30, 1998 totaled $445,540 and $730,460,  respectively.  These expenses are being
incurred  in  support  of the  Company's  growth and  consist  of  salaries  and
benefits, occupancy, professional fees and other operating expenses.

         The allowance for loan losses at June 30, 1998 was $3,010.  The current
ratio of the  allowance  for loan  losses  to loans is 0.88%.  Additions  to the
allowance for loan losses will be made periodically to maintain the allowance at
an appropriate level based upon  management's  analysis of potential risk in the
loan  portfolio.  The amount of the loan loss provision will be determined by an
evaluation of the level of loans outstanding, the level of non-performing loans,
historical loan loss experience, delinquency trends, the amount of actual losses
charged  to the  reserve  in a given  period,  and  assessment  of  present  and
anticipated economic conditions.

Capital Resources and Liquidity

         Stockholders'  equity at June 30,  1998 was $9.9  million,  compared to
$8.6  million  at  December  31,  1997.  The growth in  stockholders'  equity is
attributable  to receipt of proceeds from the Private  Offering,  reduced by net
losses.

         At June 30, 1998,  the Company's  tier 1 and total  risk-based  capital
ratios were 241.56% and 241.48%,  respectively. The Company's leverage ratio was
84.10%  at June 30,  1998.  Comparative  ratios  at  December  31,  1997 are not
meaningful  since the Bank did not commence  operations  until June 8, 1998. The
Company's  capital structure places it above the regulatory  guidelines,  as the
Company   maintains  a  strong  capital  base  to  take  advantage  of  business
opportunities  while  ensuring that it has the resources to protect  against the
risks inherent in its business.

         Liquidity  provides the Company with the ability to meet normal deposit
withdrawals, while also providing for the credit needs of customers. At June 30,
1998, cash and cash  equivalents  totaled $13.2 million,  representing  87.4% of
total  assets.  Management  is  committed  to  maintaining  capital  at a  level
sufficient  to protect  depositors,  provide for  reasonable  growth,  and fully
comply with all regulatory  requirements.  Management's strategy to achieve this
goal is to retain  sufficient  earnings while  providing a reasonable  return on
equity.

         The  Company  is  not  aware  of  any  current  recommendation  by  the
regulatory  authorities  which,  if they were to be  implemented,  would  have a
material effect on the Company's  liquidity,  capital  resources,  or results of
operations.

Year 2000 Compliance

         As the year 2000  approaches,  an important  business issue has emerged
regarding how existing  software  programs and operating systems can accommodate
this date value.  Many existing  application  software products were designed to
accommodate  a two-digit  year.  For example,  "98" is stored on the systems and
represents  1998 and "00"  represents  1900. The Company  utilizes a third-party
vendor for processing its primary banking applications. In



                                      -10-
<PAGE>

addition,  the Company also uses several other third-party vendors for ancillary
computer  applications.  All  third  party  vendors  for the  Company's  banking
applications  either  are  already  Year  2000  ready or are in the  process  of
modifying,  upgrading or replacing  their computer  applications  to ensure Year
2000  compliance.  Because  the  Company was  recently  formed,  all of its data
processing  equipment is new and is Year 2000 ready. The Company does not expect
to incur any material expense to replace data processing equipment.  The Company
has a Year 2000  compliance  program  where it reviews the Year 2000 issues that
may be faced by its  third-party  vendors.  Under such  program,  the Company is
examining the need for  modifications  or replacement of all non-Year 2000 ready
software.  Because the Company is new, it has had the  opportunity to screen its
third-party vendors and those it has chosen either are Year 2000 ready or are in
the  process  of  becoming  Year  2000  compliant.  All  of the  Company's  data
processing  vendor contracts have Year 2000 clauses,  which allow the Company to
test for compliance and to cancel without  penalty if a vendor does not meet its
Year 2000 compliance  plan. The Company's Year 2000 compliance  program provides
that all critical data processing  applications  will be tested and that testing
will be completed on or before March 31, 1999.  If any software is not Year 2000
ready  at  March  31,  1999,  the  vendor  contract  can  be  terminated  and an
alternative  vendor can be  selected.  The  Company has  identified  alternative
vendors, should they be necessary.  The Company's loan policy includes Year 2000
risk management  parameters and, because the Company is new, it has no Year 2000
credit risk at this time. The Company does not currently expect that the cost of
its Year 2000 compliance program,  including possible remediation costs, will be
material to its  financial  condition  and  expects  that it will  satisfy  such
compliance program without material  disruption of its operations.  In the event
that the Company's significant vendors, including its correspondent, the Federal
Reserve  Bank of  Richmond,  do not  successfully  and timely  achieve Year 2000
compliance,  however, the Company's business, results of operations or financial
condition would be adversely affected.

Forward-Looking Statements

         This report contains certain forward-looking  statements,  which can be
identified  by the use of  forward-looking  terminology  such as "may,"  "will,"
"expect,"  "anticipate,"  "estimate" or  "continue"  or the negative  thereof or
other  comparable  terminology.   The  Company  cautions  readers  that  certain
important factors,  among others, in some cases have affected, and in the future
could affect,  the Company's actual results and could cause the Company's actual
results in 1998 and beyond to differ  materially  from  those  expressed  in any
forward-looking  statements made in this report.  Reference is made to the "Risk
Factors"  section  of the  Prospectus  dated  July 17,  1998 that is part of the
Company's  Registration  Statement on Form SB-2 (Registration No. 333-52279) and
that was filed with the  Securities  and  Exchange  Commission  on July 20, 1998
pursuant to Rule 424(b)  under the  Securities  Act of 1933,  as amended,  for a
description of certain of these important factors.



                                      -11-
<PAGE>


                           PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

            Not applicable.

Item 2.     Changes in Securities and Use of Proceeds

            (a)     Not applicable.

            (b)     Not applicable.

            (c)     On March 31, 1998,  the Company issued  1,409,509  shares of
            Common  Stock  in  a  private   placement  to  both  accredited  and
            non-accredited   investors.  The  total  offering  price  was  $10.6
            million.  There were no  underwriting  discounts or  commissions. An
            exemption  from  the  registration  of  such  issuance  was  claimed
            pursuant to Rule 506 of Regulation D promulgated  under Section 4(2)
            of the Securities Act of 1933, as amended.

            (d)     On July 17, 1998, the Commission  declared the effectiveness
            of  the   Company's   Registration   Statement  on  Form  SB-2  (the
            "Registration  Statement"),  file number 333-52279. The Registration
            Statement  covered  2,600,000  shares of the Company's Common Stock,
            and up to 390,000 additional shares of Common Stock that the Company
            granted  Scott  &  Stringfellow,   Inc.,   Interstate/Johnson   Lane
            Corporation and Ferris, Baker Watts, Incorporated,  as underwriters,
            under a 30-day option to purchase  solely to cover  over-allotments,
            if any.  The offering  commenced  on July 17, 1998,  the sale of the
            2,600,000  shares of Common Stock  closed on July 22, 1998,  and the
            sale of an additional  230,000  shares of Common Stock  covering the
            over-allotment closed on August 19, 1998.

                    The amount of Common Stock registered was 2,990,000  shares,
            and the  aggregate  price  of the  offering  amount  registered  was
            $32,890,000.  The amount of Common Stock sold was 2,830,000  shares,
            and the aggregate offering price of the amount sold was $28,300,000.

                    Reasonable estimates for the amount of expenses incurred for
            the  Company's   account  in   connection   with  the  issuance  and
            distribution of the 2,830,000 shares of Common Stock described above
            are $1,981,000 in underwriting  discounts and an estimated  $180,000
            in offering expenses,  neither of which represent direct or indirect
            payments  to   directors   or  officers  of  the  Company  or  their
            associates,  to persons  owning ten  percent or more of any class of
            equity  securities of the Company,  or to affiliates of the Company.
            The net  offering  proceeds to the  Company  after  deducting  total
            discounts and estimated expenses was $26,139,000.



                                      -12-
<PAGE>

                    The net proceeds  from the shares of Common Stock offered as
            described  above  are being  used for  general  corporate  purposes,
            including  financing the opening of additional banks, and to support
            the growth of assets and deposits.

Item 3.     Defaults Upon Senior Securities

            Not applicable.

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

            No matters were  submitted to a vote of security  holders during the
            quarter ended June 30, 1998.

Item 5.     Other Information

            Not applicable.

Item 6.     Exhibits and Reports on Form 8-K

            (a)     Exhibits

                    27     Financial Data Schedule (filed electronically only).

            (b)     Reports on Form 8-K - none.




                                      -13-
<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 28, 1998                     /s/ L. Burwell Gunn, Jr.
                                           -------------------------------------
                                           L. Burwell Gunn, Jr.
                                           President and Chief Executive Officer



Date:  August 28, 1998                     /s/ Joseph L. Borrelli
                                           -------------------------------------
                                           Joseph L. Borrelli
                                           Chief Financial Officer