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, 2000

                 [ ] 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:

          4,245,759 shares of common stock, par value $1.00 per share,
                         outstanding as of June 30, 2000



<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, 2000 (Unaudited) and December 31, 1999............................................3

                  Consolidated Statements of Operations (Unaudited)
                  For the Three and Six Months Ended June 30, 2000 and June 30, 1999.........................4

                  Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
                  For the Three and Six Months Ended June 30, 2000 and June 30, 1999.........................5

                  Consolidated Statement of Changes in Shareholders' Equity (Unaudited)
                  For the Six Months Ended June 30, 2000 and June 30, 1999...................................6

                  Consolidated Statements of Cash Flows (Unaudited)
                  For the Six Months Ended June 30, 2000 and June 30, 1999...................................7

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

         Item 2.  Management's Discussion and Analysis of Financial Condition
                           and Results of Operation.........................................................11


Part II.      Other Information

         Item 1.  Legal Proceedings.........................................................................22

         Item 2.  Changes in Securities and Use of Proceeds.................................................22

         Item 3.  Defaults Upon Senior Securities...........................................................22

         Item 4.  Submission of Matters to a Vote of Security Holders.......................................22

         Item 5.  Other Information.........................................................................22

         Item 6.  Exhibits and Reports on Form 8-K..........................................................22

Signatures

</TABLE>


                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CONDITION

                    As of June 30, 2000 and December 31, 1999

                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                                          (Unaudited)
                                                                            June 30,           December 31,
                                 Assets                                       2000                 1999
                                                                          ------------         ------------
<S>                                                                       <C>                  <C>
Cash & due from banks                                                     $      3,902         $      6,018
Federal funds sold                                                              18,800               13,025
                                                                          ------------         ------------
                   Total cash and cash equivalents                              22,702               19,043
Investment securities available-for-sale                                         4,536                4,807
Other investments                                                                1,028                1,015
Loans receivable, net of fees                                                   93,492               68,167
Allowance for loan losses                                                       (1,077)                (726)
                                                                          ------------         ------------
                                                                                92,415               67,441
Premises and equipment, net                                                      4,446                4,203
Accrued interest and other assets                                                1,514                  524
                                                                          ------------         ------------
                   Total assets                                           $    126,641         $     97,033
                                                                          ============         ============
                   Liabilities and Shareholders' Equity
Deposits                                                                  $     91,139         $     59,873
Borrowings                                                                       6,000                6,000
Accrued interest and other liabilities                                             651                  415
                                                                          ------------         ------------
                   Total liabilities                                            97,790               66,288
Common stock, $1 par value, 50,000,000 shares authorized,
    shares outstanding 4,245,759 in 2000 and 4,242,634 in 1999                   4,246                4,243
Additional paid in capital                                                      32,499               32,496
Accumulated deficit                                                             (7,700)              (5,881)
Accumulated other comprehensive income (loss)                                     (194)                (113)
                                                                          ------------         ------------
                   Total shareholders' equity                                   28,851               30,745
                                                                          ------------         ------------
                   Total liabilities and shareholders' equity             $    126,641         $     97,033
                                                                          ============         ============
</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, 2000 and 1999

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                          Three Months Ended June 30,    Six Months Ended June 30,
                                                                          ---------------------------   ---------------------------
                                                                              2000           1999          2000           1999
                                                                          ------------   ------------   ------------   ------------
<S>                                                                       <C>            <C>            <C>            <C>
Interest income:
    Loans receivable                                                      $  1,883,548   $    472,486   $  3,412,486   $    826,048
    Federal funds sold                                                         282,908        323,628        570,113        644,429
    Investment securities available-for-sale                                    70,979         98,585        143,181        226,499
    Other investments                                                           17,032          4,304         32,512          7,597
                                                                          ------------   ------------   ------------   ------------
                   Total interest income                                     2,254,467        899,003      4,158,292      1,704,573
Interest expense:
    Deposits                                                                   823,279        225,562      1,477,795        424,811
    Borrowings                                                                  95,513             13        191,727            273
                                                                          ------------   ------------   ------------   ------------
                   Total interest expense                                      918,792        225,575      1,669,522        425,084
                                                                          ------------   ------------   ------------   ------------
                   Net interest income                                       1,335,675        673,428      2,488,770      1,279,489
Provision for loan losses                                                      207,791        120,679        350,882        188,804
                                                                          ------------   ------------   ------------   ------------
                   Net interest income after provision for loan losses       1,127,884        552,749      2,137,888      1,090,685
Non-interest income:
    Service charges on deposit accounts                                         26,366          6,606         46,768         11,693
    Loan service charges                                                        99,099         19,593        162,203         40,126
    Investment fee income                                                      486,362        278,903        799,688        280,181
    Gains from sale of securities                                                    -            884              -         12,087
    Other income                                                                44,704          6,228         71,551         14,683
                                                                          ------------   ------------   ------------   ------------
                   Total non-interest income                                   656,531        312,214      1,080,210        358,770
Non-interest expense:
    Salary and benefits                                                      1,479,161      1,005,212      2,842,020      1,766,830
    Occupancy                                                                  222,717        205,617        444,225        420,845
    Professional fees                                                          151,509        138,723        253,063        255,730
    Depreciation                                                               134,737         73,315        263,237        133,732
    Other operating expenses                                                   674,030        448,650      1,235,452        703,189
                                                                          ------------   ------------   ------------   ------------
                   Total non-interest expense                                2,662,154      1,871,517      5,037,997      3,280,326
                                                                          ------------   ------------   ------------   ------------
                   Net loss before income taxes                               (877,739)    (1,006,554)    (1,819,899)    (1,830,871)
Provision for income taxes
                                                                          ------------   ------------   ------------   ------------
                   Net loss                                               $   (877,739)  $ (1,006,554)  $ (1,819,899)  $ (1,830,871)
                                                                          ============   ============   ============   ============
Basic and diluted loss per share                                          $      (0.21)  $      (0.24)  $      (0.43)  $      (0.43)
                                                                          ============   ============   ============   ============
Weighted-average shares outstanding                                          4,245,759      4,239,509      4,244,197      4,239,509
                                                                          ============   ============   ============   ============
</TABLE>

See accompanying notes to consolidated financial statements.






                                       4
<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
    For the three months and six months ended June 30, 2000 and June 30, 1999
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                             Three Months Ended June 30,           Six Months Ended June 30,
                                                         ----------------------------------    ----------------------------------
                                                              2000               1999               2000               1999
                                                         ---------------    ---------------    ---------------    ---------------
<S>                                                      <C>                <C>                     <C>                <C>
Net loss                                                 $      (877,739)   $    (1,006,554)   $    (1,819,899)   $    (1,830,871)
Other comprehensive loss:
   Unrealized holding loss on available-for-sale
        investment securities, net of tax                         (5,774)           (60,694)           (80,953)           (82,327)
                                                         ---------------    ---------------    ---------------    ---------------

Comprehensive loss                                       $      (883,513)   $    (1,067,248)   $    (1,900,852)   $    (1,913,198)
                                                         ===============    ===============    ===============    ===============
</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, 2000 and 1999

                      (In thousands, except per share data)

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                       Accumulated
                                                                          Additional                      Other
                                                                Common     Paid-in     Accumulated    Comprehensive
                                                    Shares      Stock      Capital       Deficit      Income (Loss)      Total
                                                   ---------   --------   ----------   -----------    -------------    --------
<S>                                                    <C>     <C>        <C>          <C>            <C>              <C>
Balance, January 1, 1999                               4,240   $  4,240   $   32,327   $    (1,842)   $           3    $ 34,728

Change in unrealized holding loss on
    investment securities available-for-sale,             --         --           --            --              (82)        (82)
    net of tax
Reversal of Expense Accrual from
    Public Offering                                       --         --          138            --               --         138
Net loss                                                  --         --           --        (1,831)              --      (1,831)
                                                    --------   --------   ----------   -----------    -------------    --------
Balance, June 30, 1999                                 4,240   $  4,240   $   32,465   $    (3,673)   $         (79)   $ 32,953
===============================================================================================================================

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 holding 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
===============================================================================================================================
</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, 2000 and 1999

                                 (In thousands)

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                       2000                  1999
                                                                                   ------------         ------------
<S>                                                                                <C>                  <C>
Cash flows from operating activities:
    Net loss                                                                       $     (1,819)        $     (1,831)
    Adjustments to reconcile net loss to net cash used in operating
       activities:
          Depreciation                                                                      263                  131
          Provision for loan losses                                                         351                  189
          Gain on sale of investment securities avaiable-for-sale                            --                  (12)
          Increase in accrued interest and other assets                                    (990)                (647)
          Decrease in accrued interest and other liabilities                                178                  319
          Compensation related to stock awards                                                6                   --
                                                                                   ------------         ------------
                   Net cash used in operating activities                                 (2,011)              (1,851)
                                                                                   ------------         ------------
Cash flows from investing activities:
    Purchase of premises and equipment                                                     (506)              (1,799)
    Proceeds from sale of securities                                                          5                3,285
    Purchase of securities                                                                  (19)                (171)
    Redemptions of investment securities-available-for-sale                                 249                3,864
    Net increase in loan portfolio                                                      (25,325)             (15,319)
                                                                                   ------------         ------------
                   Net cash used in investing activities                                (25,596)             (10,140)
                                                                                   ------------         ------------
Cash flows from financing activities:
    Net increase in deposits                                                             31,266                9,266
    Net increase in short-term borrowings                                                    --                3,000
    Reversal of accrued costs related to public offering                                     --                  138
                                                                                   ------------         ------------
                   Net cash provided by financing activities                             31,266               12,404
                                                                                   ------------         ------------
Net increase in cash and cash equivalents                                                 3,659                  413
Cash and cash equivalents at beginning of period                                         19,043               25,350
                                                                                   ------------         ------------
Cash and cash equivalents at end of period                                         $     22,702         $     25,763
                                                                                   ============         ============
Supplemental disclosure of cash flow information
    Cash paid during period for interest:                                          $      1,686         $        425
                                                                                   ============         ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       7
<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2000
                                   (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 for
Cardinal Bank, N.A. Its activities currently consist of investment in its wholly
owned  subsidiaries,  Cardinal  Bank,  N.A.,  Cardinal  Wealth  Services,  Inc.,
Cardinal Bank - Manassas/Prince William, N.A. and Cardinal Bank - Dulles, 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  and  pursuant to the rules and
regulations of the Securities and Exchange Commission.  Accordingly, they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting   principles  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 months
and six months ended June 30, 2000 are not necessarily indicative of the results
to be expected for the full year ending December 31, 2000. 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, 1999.


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 term
loans,  real estate loans,  other business  financing and installment  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 months and six
months ended June 30, 2000 and 1999 follows:

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>



                                       8
<PAGE>

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>

For the Three Months Ended June 30, 1999:
<TABLE>
<CAPTION>
                                           Commercial       Investment     Intersegment
                                            Banking         Advisory        Elimination         Other        Consolidated
                                         ---------------------------------------------------------------------------------
<S>                                      <C>              <C>              <C>              <C>              <C>
Net interest income                      $     374,868    $            -   $            -   $     298,560    $     673,428
Provision for loan losses                      120,679                 -                -               -          120,679
Non-interest income                             33,311           278,903                -               -          312,214
Non-interest expense                           888,436           380,465                -         602,616        1,871,517
                                         ---------------------------------------------------------------------------------
Net income (loss)                        $    (600,936)   $     (101,562)  $            -   $    (304,056)   $  (1,006,554)
                                         =================================================================================
</TABLE>

For the Six Months Ended June 30, 1999:
<TABLE>
<CAPTION>
                                           Commercial       Investment     Intersegment
                                            Banking         Advisory        Elimination         Other        Consolidated
                                         ---------------------------------------------------------------------------------
<S>                                      <C>              <C>              <C>              <C>              <C>
Net interest income                      $     653,943    $           -    $           -    $     625,546    $   1,279,489
Provision for loan losses                      188,804                -                -                -          188,804
Non-interest income                             78,589          280,181                -                -          358,770
Non-interest expense                         1,586,025          575,466                -        1,118,835        3,280,326
                                         ---------------------------------------------------------------------------------
Net income (loss)                        $  (1,042,297)   $    (295,285)   $           -    $    (493,289)   $  (1,830,871)
                                         =================================================================================

Total Assets                             $  56,168,403    $     193,383    $ (22,108,723)   $  33,851,850    $  68,104,913
</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 operating segment.


Note 3

Earnings Per Share

The following table discloses the calculation of basic and diluted  earnings per
share for the three months and six months ended June 30, 2000 and 1999.  Because
the Company has net losses due to the start-up




                                       9
<PAGE>

nature of the organization, stock options issued have an anti-dilutive effect on
the earnings per share calculation.
<TABLE>
<CAPTION>
                                                Three Months Ended June 30,    Six Months Ended June 30,
                                                --------------------------------------------------------
                                                    2000          1999           2000          1999
                                                --------------------------    --------------------------
<S>                                             <C>            <C>            <C>            <C>
Net loss                                        $  (877,739)   $(1,006,554)   $(1,819,899)   $(1,830,871)

Weighted average shares for basic and diluted     4,245,759      4,239,509      4,244,197      4,239,509

Basic and diluted loss per share                $     (0.21)   $     (0.24)   $     (0.43)   $     (0.43)
</TABLE>


Note 4

Recent Events

On April 17, 2000,  the Company  entered into a definitive  agreement to acquire
Heritage  Bancorp,  Inc.  ("Heritage").  Under the terms of the  agreement,  the
Company will issue a  combination  of cash and shares of  convertible  preferred
stock to the  shareholders  of Heritage in exchange  for all of the  outstanding
shares of Heritage's common stock. Heritage's shareholders will be able to elect
to receive $6.00 in cash or 1.2 shares of convertible  preferred  stock for each
share of Heritage stock, subject to certain adjustments to permit the Company to
issue an equal amount of cash and convertible  preferred  stock. The transaction
will be accounted for by Cardinal as a purchase.  Under the purchase method, the
assets and  liabilities of Heritage will be recorded on the books of Cardinal at
their  respective fair values as of the effective date of the  transaction.  The
transaction  has been  approved  by the  shareholders  of both the  Company  and
Heritage  and by the Board of  Governors  of the  Federal  Reserve  System.  The
Company is currently  awaiting state approval of the  transaction and expects to
complete the transaction in the third quarter of 2000.













                                       10
<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 three
bank subsidiaries and one non-bank  subsidiary.  The Company began operations on
November 24, 1997 and  completed a private  offering in late 1997 and early 1998
that raised  $10.6  million in capital.  Following  the  private  offering,  the
Company opened its first bank subsidiary,  Cardinal Bank, N.A., on June 8, 1998.
In July 1998,  the  Company  raised an  additional  $26.0  million in an initial
public  offering.  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.  The  Company's  second bank  subsidiary,
Cardinal  Bank-Manassas/Prince William, N.A., began operations in July 1999, the
company's third bank subsidiary, Cardinal Bank-Dulles, N.A., began operations in
August 1999.

In April 2000, the Company announced the acquisition of Heritage  Bancorp,  Inc.
("Heritage"),   a  bank  holding   company  with  over  $64  million  in  assets
headquartered  in McLean,  Virginia.  Heritage's only  subsidiary,  The Heritage
Bank,  operates  three  branches  in McLean,  Sterling,  and  Tyson's  Corner in
northern  Virginia.  The transaction  will be accounted for as a purchase and is
expected to close in the third quarter of 2000.

The following  discussion presents  management's  discussion and analysis of the
consolidated  financial condition and results of operations of the Company as of
June 30,  2000 and for the three  months and six months  ended June 30, 2000 and
1999. 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.

Financial Condition

Total  assets of the Company  were $126.6  million at June 30, 2000  compared to
$97.0 million at December 31, 1999, representing an increase of $29.6 million or
30.5%. The increase can be attributed to growth in deposit balances, which moved
from $59.9 million at December 31, 1999 to $91.1  million,  an increase of $31.2
million or 52.1%.  Loan production  utilized the majority of the deposit balance
increase.  Loans  receivable,  net of fees,  increased  $25.3 million from $68.2
million  at  December  31,  1999 to  $93.5  million  at June 30,  2000,  a 37.1%
increase.  (See Table 1 for loan  portfolio  details.)  The increase in loan and
deposit  balances as of June 30, 2000, as compared to those as of June 30, 1999,
was due to the operations of two additional  bank  subsidiaries.  Total cash and
cash  equivalents  were $22.7 million at June 30, 2000 compared to $19.0 million
at  December  31,  1999.  Investment  securities  available  for sale and  other
investments  declined  $258  thousand to $5.6 million at June 30, 2000 from $5.8
million  at  December  31,  1999  (see  Table 2 for  details  of the  investment
securities available for sale portfolio).  Shareholders' equity at June 30, 2000
was $28.9 million compared to $30.7 million at December 31, 1999. Book value per
share on June 30, 2000 was $6.80 compared to $7.25 on December 31, 1999.

Results of Operations

Net loss for the three and six months ended June 30, 2000 was $878  thousand and
$1.82 million,  respectively,  compared with $1.01 million and $1.83 million for
the same periods of 1999.  The reduction in the net loss for the second  quarter
of 2000  compared  to the  second  quarter  of 1999 is due to a



                                       11
<PAGE>

combination of factors.  Increased net interest  income after provision for loan
losses and investment fee income were offset by operating losses associated with
the  operation  of two  additional  bank  subsidiaries  that opened in the third
quarter of 1999 as well as  expenses  incurred in opening  the  Alexandria  loan
production  and retail  branch  office.  Return on average  assets and return on
average equity for the three months ended June 30, 2000 were -2.93% and -11.95%,
respectively. For the three months ended June 30, 1999, return on average assets
and return on average equity were -6.39% and -11.98%, respectively.

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,  2000 was $1.34
million and $2.49  million,  respectively,  compared to $673  thousand and $1.28
million for the same periods in 1999.

The  Company's  net interest  margin for the three and six months ended June 30,
2000 was 4.97% and 4.93%, respectively, compared to 4.76% and 4.58% for the same
periods in 1999.  The 21 basis point increase in the margin can be attributed to
a change in asset  mix as loans  represented  a higher  percentage  of  interest
earning  assets at June 30,  2000 than at June 30,  1999.  Table 3  presents  an
analysis of average  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, 2000
was $208 thousand and $351 thousand, respectively, compared to $121 thousand and
$189  thousand,  for the same periods in 1999.  The allowance for loan losses at
June 30, 2000 was $1.08 million  compared to $726 thousand at December 31, 1999.
The ratio of the  allowance  for loan losses to gross loans at June 30, 2000 was
1.15%  compared to a ratio of 1.07% at December 31,  1999.  The  Company's  loan
balances  include certain types of loans that have been structured such that the
risk of loss is reduced by third  party  guarantees  or  additional  collateral.
These  loans  include  purchased  loans  where the seller is  required to absorb
losses  of up to 115 basis  points  of the  outstanding  balances  and  business
manager loan receivables  (funding of small business accounts  receivable) where
the  borrower  maintains  a  minimum  of  10% of the  outstanding  balance  in a
restricted deposit account. Table 4 reflects the components of the allowance for
loan losses and calculates the loan loss ratio two ways: first, with total gross
loans,  and second,  with total gross loans less  purchased  loans and  business
manager receivables.

During the second quarter,  the Company downgraded a large credit ($1.5 million)
to substandard status and added approximately $55 thousand to the provision as a
result of the  downgrade.  A  specific  reserve  has been  established  for this
credit.  The loan is  collateralized  by  equipment  used by the borrower in its
business. The downgrade occurred as a result of the declaration of bankruptcy by
the borrower.  However, it is management's  opinion that, due to the solvency of
the borrower  (assets exceed  liabilities by a 3 to 1 ratio) and the strength of
collateral,  the  Company  will be able to recover  the full amount of this loan
either  through  payments  from the  borrower  or  through  the  liquidation  of
collateral.

Non-interest  income for the three and six months  ended June 30,  2000 was $657
thousand and $1.08  million,  respectively,  compared to $312  thousand and $359
thousand for the same periods in 1999. The significant  increase in non-interest
income was due to investment  advisory fees generated by the Company's  non-bank
subsidiary,  Cardinal Wealth Services,  Inc. This subsidiary  opened in February
1999.

Non-interest  expense for the three and six months ended June 30, 2000 was $2.66
million and $5.04 million, respectively, compared to $1.87 and $3.28 million for
the same  periods in 1999.  The increase in expenses  can be  attributed  to the
opening of two additional bank subsidiaries in the third quarter of 1999.



                                       12
<PAGE>

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.

Commercial Banking

The commercial banking segment provides  comprehensive banking services to small
businesses and individuals  through multiple  delivery  channels.  Through three
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, 2000, the commercial banking segment
had net losses of $326 thousand and $783 thousand, respectively, compared to net
losses of $601  thousand and $1.04  million for the same periods in 1999.  As of
June 30, 2000, total assets were $116.2 million,  total loans were $93.5 million
and deposits were $91.1  million.  As of June 30, 1999,  total assets were $56.2
million, total loans were $31.6 million and total deposits were $31.1 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 and six  months  ended  June 30,  2000,  the  investment  advisory
services segment had net losses of $75 thousand and $230 thousand  respectively,
compared to net losses of $102  thousand and $295  thousand for the same periods
in 1999.  As of June 30, 2000,  total assets were $212 thousand and assets under
management  were $72.0  million.  As of June 30,  1999,  total  assets were $193
thousand and assets under management were $39.6 million.

Capital Resources

Shareholders'  equity  at June 30,  2000 was  $28.9  million  compared  to $30.7
million at December 31,  1999.  The  reduction  in equity  reflects the net loss
recorded for the six months ended June 30, 2000.  At June 30, 2000 the Company's
tier 1 and total risk-based  capital ratios were 28.5% and 29.6%,  respectively.
At December 31, 1999 the Company's  tier 1 and total  risk-based  capital ratios
were 37.9% and 38.8%, respectively.  The decline in the Company's capital is due
to the increase in assets as well as the absorption of operating losses. Table 5
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,
2000, cash and cash equivalents and securities  available for sale totaled $27.2
million or 22% of total assets  compared to $23.9 million or 25% of total assets
at December 31, 1999.  Management  is  committed to  maintaining  liquidity at a
level sufficient to protect depositors, provide for reasonable growth, and fully
comply with all regulatory requirements.



                                       13
<PAGE>

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.  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 6 reflects re-pricing or expected maturities of various assets
and  liabilities  as of June  30,  2000.  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.  For more  information on factors that could affect
expectations,  see the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999.













                                       14
<PAGE>
Table 1.

                 Cardinal Financial Corporation and Subsidiaries
                                      Loans
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                               June 30,                     December 31,
                                                 2000                           1999
                                      --------------------------    -----------------------------

<S>                                         <C>          <C>               <C>            <C>
Commercial                                  $ 28,486     30.48%            $ 22,558       33.10%
Real estate - commercial                      30,502     32.64%              19,780       29.03%
Real estate - construction                     2,222      2.38%                 870        1.28%
Real estate - residential                     16,270     17.41%              11,851       17.39%
Home equity lines                              6,041      6.46%               3,777        5.54%
Consumer                                       9,940     10.64%               9,311       13.66%
                                      --------------------------    -----------------------------

Gross loans                                 $ 93,461    100.00%            $ 68,147      100.00%

Less: unearned income, net                        31                             20
Less: allowance for loan losses               (1,077)                          (726)
                                      --------------                ---------------

Total loans, net                            $ 92,415                       $ 67,441
                                      ==============                ===============
</TABLE>













                                       15
<PAGE>
Table 2.

                 Cardinal Financial Corporation and Subsidiaries
                   Investment Securities - Available-for-Sale
                    As of June 30, 2000 and December 31, 1999
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                Amortized       Fair       Unrealized      Average
As of June 30, 2000                                                Par Value      Cost          Value      Gain/(Loss)      Yield
                                                                  -----------------------------------------------------------------
<S>                                                                  <C>          <C>           <C>           <C>            <C>
U.S. Government Agencies and Enterprises
     One to five years                                               $ 3,000      $ 3,000       $ 2,919       $   (81)       5.90%
     After ten years                                                     500          499           433           (66)       6.24%
-----------------------------------------------------------------------------------------------------------------------------------
              Total U.S. Government Agencies                         $ 3,500      $ 3,499       $ 3,352       $  (147)       5.95%
-----------------------------------------------------------------------------------------------------------------------------------

Mortgage-Backed Securities
     Five to ten years                                                   116          116           115            (1)       5.25%
     After ten years                                                   1,110        1,115         1,069           (46)       6.39%
-----------------------------------------------------------------------------------------------------------------------------------
              Total Mortgage-Backed Securities                       $ 1,226      $ 1,231       $ 1,184       $   (47)       6.29%
-----------------------------------------------------------------------------------------------------------------------------------

              Total Investment Securities-Available-for-Sale         $ 4,726      $ 4,730       $ 4,536       $  (194)       6.04%
              =====================================================================================================================


                                                                                Amortized       Fair       Unrealized      Average
As of December 31, 1999                                            Par Value       Cost         Value      Gain/(Loss)      Yield
                                                                  -----------------------------------------------------------------
U.S. Government Agencies and Enterprises
     One to five years                                               $ 3,000      $ 3,000       $ 2,927       $   (73)       5.90%
     After ten years                                                     500          499           445           (54)       6.26%
-----------------------------------------------------------------------------------------------------------------------------------
              Total U.S. Government Agencies                         $ 3,500      $ 3,499       $ 3,372       $  (127)       5.95%
-----------------------------------------------------------------------------------------------------------------------------------

Mortgage-Backed Securities
     Within one year                                                    $ 89         $ 89          $ 89             -        6.20%
     Five to ten years                                                   216          217           215            (2)       5.40%
     After ten years                                                   1,170        1,173         1,131           (42)       5.86%
-----------------------------------------------------------------------------------------------------------------------------------
              Total Mortgage-Backed Securities                       $ 1,475      $ 1,479       $ 1,435        $  (44)       5.87%
-----------------------------------------------------------------------------------------------------------------------------------

              Total Investment Securities-Available-for-Sale         $ 4,975      $ 4,978       $ 4,807        $ (171)       5.93%
                                                               ====================================================================
</TABLE>









                                       16
<PAGE>
Table 3.
                 Cardinal Financial Corporation and Subsidiaries
                 Rate and Volume Analysis (Tax Equivalent Basis)
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
    Three Months         Three Months                                            Three Months                        Three Months
   Ended June 30,       Ended June 30,                                          Ended June 30,                      Ended June 30,
   Average Volume        Average Rate                                              Interest        Increase        Attributable to
  2000         1999      2000    1999                                           2000      1999    (Decrease)     Rate        Volume
--------------------------------------                                       -------------------   --------    ---------------------
<S>        <C>           <C>     <C>     <C>                                 <C>        <C>        <C>         <C>         <C>
                                                   Interest Income
                                         Loans:
$ 27,394   $  6,542      9.45%   8.49%       Commercial                      $    647   $    140   $    507    $     66    $    441
  29,192      6,519      8.13%   7.81%       Real estate - commercial             594        129        465          23         442
   1,564        971      9.66%   7.97%       Real estate - construction            38         20         18           7          11
  15,486      6,427      7.90%   7.72%       Real estate - residential            306        125        181           7         174
   5,714      2,157      8.65%   6.41%       Home equity lines                    124         35         89          32          57
   9,358      1,085      7.48%   8.55%       Consumer                             175         23        152         (25)        177
------------------------------------------------------------------------------------------------------------------------------------
  88,708     23,701      8.49%   7.89%            Total loans                   1,884        472      1,412    $    110    $  1,302

   4,831      6,822      5.88%   5.80%   Investment Securities - AFS               71         99        (28)          1         (29)

     885        287      7.70%   6.01%   Other Investments                         17          4         13           4           9

  17,652     27,095      6.43%   4.78%   Federal funds sold                       283        324        (41)         71        (112)

------------------------------------------------------------------------------------------------------------------------------------
$112,076   $ 57,905      8.05%   6.21%   Total interest-earning assets       $  2,255   $    899   $  1,356    $    186    $  1,170
====================================================================================================================================

                                                 Interest Expense

   3,846      2,216      2.30%   2.06%       Interest Checking                     22         11         11           3           8
  11,966      5,343      3.47%   3.62%       Money Markets                        103         48         55          (5)         60
     721        173      2.94%   2.97%       Statement Savings                      5          1          4          (0)          4
  46,825     13,791      5.93%   4.80%       Certificates of Deposit              693        165        528         132         396
------------------------------------------------------------------------------------------------------------------------------------
  63,358     21,523      5.21%   4.19%   Total interest-bearing liabilities       823        225        598         130         468

   5,901        726      6.40%   0.00%   Borrowings                                96          -         96          96           -

------------------------------------------------------------------------------------------------------------------------------------
$ 69,259   $ 22,249      5.32%   4.06%   Total interest-bearing liabilities  $    919   $    225   $    694    $    226    $    468
====================================================================================================================================

  50,374     40,053                      Other Sources - Net                        -          -          -           -           -
------------------------------------------------------------------------------------------------------------------------------------
 119,633     62,302      3.08%   1.45%   Total Sources of Funds                   919        225        694         226         468
------------------------------------------------------------------------------------------------------------------------------------

$ 42,817   $ 35,656      4.97%   4.76%   Net Interest Margin                 $  1,336   $    674   $    662    $    (40)   $    702
====================================================================================================================================
</TABLE>












                                       17
<PAGE>
Table 3 continued.

                 Cardinal Financial Corporation and Subsidiaries
                 Rate and Volume Analysis (Tax Equivalent Basis)
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
     Six Months           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
   2000      1999        2000    1999                                           2000      1999    (Decrease)     Rate       Volume
--------------------------------------                                       -------------------  ----------   ---------------------
<S>        <C>           <C>     <C>     <C>                                 <C>        <C>        <C>         <C>         <C>
                                                  Interest Income
                                         Loans:
$ 25,523   $  6,721      9.20%   8.03%       Commercial                      $  1,174   $    270   $    904    $    150    $    754
  26,064      5,782      8.16%   7.51%       Real estate - commercial           1,063        217        846          85         761
   1,293        727      9.38%   8.27%       Real estate - construction            61         30         31           7          24
  14,220      6,522      7.76%   6.73%       Real estate - residential            552        220        332          73         259
   4,986      1,852      8.45%   5.83%       Home equity lines                    211         54        157          65          92
   9,323        907      7.52%   7.99%       Consumer                             351         36        315         (22)        337
------------------------------------------------------------------------------------------------------------------------------------
  81,409     22,511      8.38%   7.34%            Total loans                   3,412        827      2,585    $    358    $  2,227

   4,842      7,803      5.91%   5.81%   Investment Securities - AFS              143        226        (83)          3         (86)

     938        270      7.03%   5.63%   Other Investments                         33          8         25           7          18

  17,900     26,393      6.42%   4.92%   Federal funds sold                       570        644        (74)        134        (208)

------------------------------------------------------------------------------------------------------------------------------------
$105,089   $ 56,976      7.91%   5.99%   Total interest-earning assets       $  4,158   $  1,705   $  2,453    $    502    $  1,951
====================================================================================================================================

                                                 Interest Expense

   3,576      2,092      2.29%   2.03%       Interest Checking                     41         21         20           5          15
  11,419      5,028      3.53%   3.68%       Money Markets                        200         92        108          (9)        117
     673        150      2.94%   2.81%       Statement Savings                     10          2          8           0           8
  42,503     13,299      5.82%   4.70%       Certificates of Deposit            1,227        310        917         238         679
------------------------------------------------------------------------------------------------------------------------------------
  58,171     20,568      5.12%   4.16%   Total interest-bearing liabilities     1,478        425      1,053    $    234    $    819

   5,951        750      6.41%   0.00%   Borrowings                               192          -        192         192           -

------------------------------------------------------------------------------------------------------------------------------------
$ 64,122   $ 21,318      5.25%   4.02%   Total interest-bearing liabilities  $  1,670   $    425   $  1,245    $    426         819
====================================================================================================================================

  48,621     39,579                      Other Sources - Net
------------------------------------------------------------------------------------------------------------------------------------
 112,743     60,897      2.99%   1.41%   Total Sources of Funds                 1,670        425      1,245         426         819
------------------------------------------------------------------------------------------------------------------------------------

$ 40,967   $ 35,658      4.93%   4.58%   Net Interest Margin                 $  2,488   $  1,280   $  1,208          76       1,132
====================================================================================================================================
</TABLE>














                                       18
<PAGE>
Table 4.

                 Cardinal Financial Corporation and Subsidiaries
                            Allowance for Loan Losses
                             (Dollars in thousands)
                                   (Unaudited)

                                                  2000               1999
                                              -------------      -------------
Beginning balance, January 1                   $       726        $       212

Provision for loan losses                              351                189

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

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

Net charge-offs                                          -                  -

Balance, June 30                               $     1,077        $     $ 401
==============================================================================


<TABLE>
<CAPTION>

                                             June 30,           December 31,          June 30,
Loans:                                         2000                 1999                1999
                                           ------------         ------------        ------------
<S>                                        <C>                  <C>                 <C>
    Balance at period end                  $     93,461         $     68,147        $     32,079
    Allowance for loan losses to
    Period end loans                               1.15%                1.07%               1.25%

    Less: Business Manager                 $      2,697         $      1,522        $        414
    Less: Purchased Loans                         6,804                7,687                   -
                                           ------------         ------------        ------------
    Adjusted Loan Balance                  $     83,960         $     58,938        $     31,665

    Allowance for loan losses to
    Period end adjusted loans                      1.28%                1.23%               1.27%

</TABLE>





                                       19
<PAGE>
Table 5.

                 Cardinal Financial Corporation and Subsidiaries
                               Capital Components
                    As of June 30, 2000 and December 31, 1999
                             (Dollars in thousands)
                                   (Unaudited)
<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, 2000
Total risk based capital to risk weighted assets              $ 30,122     29.58%      $ 8,101 >=    8.00%     $ 10,127 >=    10.00%
Tier I capital to risk weighted assets                          29,045     28.52%        4,051 >=    4.00%        6,076 >=     6.00%
Leverage ratio total risk based capital to total
 assets                                                         30,122     23.79%        5,043 >=    4.00%        6,304 >=     5.00%

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

As of  December 31, 1999
Total risk based capital to risk weighted assets              $ 31,585     38.75%      $ 6,521 >=    8.00%     $  8,151 >=    10.00%
Tier I capital to risk weighted assets                          30,858     37.86%        3,261 >=    4.00%        4,891 >=     6.00%
Leverage ratio total risk based capital to total
 assets                                                         31,585     32.55%        3,881 >=    4.00%        4,852 >=     5.00%

</TABLE>










                                       20
<PAGE>
Table 6.

                 Cardinal Financial Corporation and Subsidiaries
                     Interest Rate Sensitivity Gap Analysis
                               As of June 30, 2000
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                             -----------------------------------------------------------------------
                                                                 1-90        91-180     181-365       1-5        Over 5
                                                                 Days         Days       Days        Years        Years       TOTAL
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>         <C>         <C>         <C>          <C>         <C>
                       ASSETS
------------------------------------------------------------------------------------------------------------------------------------
Investment securities available-for-sale
U.S. Government agency securities                              $      -    $      -    $      -    $  2,919     $    433    $  3,352
Mortgage-backed securities                                            -           -           -           -        1,184       1,184
------------------------------------------------------------------------------------------------------------------------------------
Total investment securities available-for-sale                        -           -           -       2,919        1,617       4,536
------------------------------------------------------------------------------------------------------------------------------------
Other investments                                                     -           -           -           -        1,028       1,028
------------------------------------------------------------------------------------------------------------------------------------
Federal funds sold                                               18,800           -           -           -            -      18,800
------------------------------------------------------------------------------------------------------------------------------------
Loans
Commercial -fixed                                                 4,939       1,060       1,648       8,778        3,394      19,819
Commercial - variable                                            12,241         241         487      19,339        6,861      39,169
Real estate - construction fixed                                      -           -           -           -            -           -
Real estate - construction variable                               2,222           -           -           -            -       2,222
Real estate - residential fixed                                      13          14          32       1,806          439       2,304
Real estate - residential variable                                1,643          49         101       9,454        2,720      13,967
Home equity lines                                                 5,549         492           -           -            -       6,041
Consumer - fixed                                                    799          89         182         998        2,477       4,545
Consumer - variable                                                 812         111           4          80        4,418       5,425
------------------------------------------------------------------------------------------------------------------------------------
Loans receivable, net of fees                                    28,218       2,056       2,454      40,455       20,309      93,492
------------------------------------------------------------------------------------------------------------------------------------
Total Earning Assets                                             47,018       2,056       2,454      43,374       22,954     117,856
------------------------------------------------------------------------------------------------------------------------------------
Cumulative Rate Sensitive Assets                               $ 47,018    $ 49,074    $ 51,528    $ 94,902     $117,856
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
------------------------------------------------------------------------------------------------------------------------------------
Deposits
Demand deposits                                                $ 22,520    $      -    $      -    $      -     $      -    $ 22,520
Interest checking                                                 3,760           -           -           -            -       3,760
Statement savings                                                   818           -           -           -            -         818
Money market accounts                                            12,240           -           -           -            -      12,240
Certificates of deposit - fixed                                   4,026       3,923      16,929       8,109            -      32,987
Certificates of deposit - no penalty                                  2         105       7,270      11,437            -      18,814
------------------------------------------------------------------------------------------------------------------------------------
Total Deposits                                                   43,366       4,028      24,199      19,546            -      91,139
------------------------------------------------------------------------------------------------------------------------------------
Borrowings - short term                                               -       2,000           -       4,000            -       6,000
------------------------------------------------------------------------------------------------------------------------------------
Total Interest Bearing Liabilities                               43,366       6,028      24,199      23,546            -    $ 97,139
------------------------------------------------------------------------------------------------------------------------------------
Cumulative Rate Sensitive Liabilities                          $ 43,366    $ 49,394    $ 73,593    $ 97,139     $ 97,139
------------------------------------------------------------------------------------------------------------------------------------

Gap                                                            $  3,652    $ (3,972)   $(21,745)   $ 19,828     $ 22,954
Cumulative Gap                                                    3,652        (320)    (22,065)     (2,237)      20,717
Gap/ Total Assets                                                  2.88%      -3.14%     -17.17%      15.66%       18.13%
Cumulative Gap/ Total Assets                                       2.88%      -0.25%     -17.42%      -1.77%       16.36%
Rate Sensitive Assets/ Rate Sensitive Liabilities                  1.08x       0.34x       0.10x       1.84x           -
Cumulative Rate Sensitive Assets/
                    Cumulative Rate Sensitive Liabilities          1.08x       1.00x       0.70x       0.98x        1.21x
</TABLE>





                                       21
<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 Annual Meeting of  Shareholders  (the  "Meeting") of Cardinal
               Financial  Corporation (the "Company") was held on June 14, 2000.
               The  Shareholders  voted on the election of three  individuals to
               serve as  directors of the Company for a term of three years each
               and one  individual  to serve as a director  of the Company for a
               term of two years. The results of the voting on these matters are
               set forth below.

                                      Election of Directors
<TABLE>
<CAPTION>

                                                 For              Withheld
               Terms of Three Years
               --------------------
<S>                                            <C>                 <C>
               Robert M. Barlow                3,313,606           68,850
               Anne B. Hazel                   3,311,806           70,650
               James D. Russo                  3,313,606           68,850

               Term of Two Years
               -----------------
               J. Hamilton Lambert             3,308,272           74,184
</TABLE>

               No other  matters  were voted  upon at the  Meeting or during the
               quarter for which this report is filed.

Item 5.  Other Information

               On  April  17,  2000,  the  Company  entered  into  a  definitive
               agreement to acquire Heritage Bancorp, Inc.  ("Heritage").  Under
               the terms of the agreement,  the Company will issue a combination
               of  cash  and  shares  of  convertible  preferred  stock  to  the
               shareholders  of Heritage in exchange for all of the  outstanding
               shares of Heritage's common stock.  Heritage's  shareholders will
               be able to  elect  to  receive  $6.00  in cash or 1.2  shares  of
               convertible  preferred  stock for each share of  Heritage  stock,
               subject to certain  adjustments to permit the Company to issue an
               equal  amount  of  cash  and  convertible  preferred  stock.  The
               transaction  will be  accounted  for by  Cardinal  as a purchase.
               Under the purchase method, the assets and liabilities of Heritage
               will be recorded  on the books of  Cardinal  at their  respective
               fair  values as of the  effective  date of the  transaction.  The
               transaction  has been  approved by the  shareholders  of both the
               Company and Heritage and by the Board of Governors of the Federal
               Reserve System.  The Company is currently awaiting state approval
               of the transaction and expects to complete the transaction in the
               third quarter of 2000.

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.



                                       22
<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, 2000                     /s/ L. Burwell Gunn, Jr.
                                           -------------------------------------
                                           L. Burwell Gunn, Jr.
                                           President and Chief Executive Officer



Date:  August 14, 2000                     /s/ Joseph L. Borrelli
                                           -------------------------------------
                                           Joseph L. Borrelli
                                           Chief Financial Officer