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 September 30, 2001

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

          For the transition period from ____________ to _____________

                         Commission file number: 0-24557

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


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

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

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


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

                                                          Yes  __X__   No  _____

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

          4,257,297 shares of common stock, par value $1.00 per share,
                      outstanding as of September 30, 2001


<PAGE>

                         CARDINAL FINANCIAL CORPORATION

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

         Item 1.  Financial Statements

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

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

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

                  Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
                  For the Nine Months Ended September 30, 2001 and 2000......................................6

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

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

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


Part II.      Other Information

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

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

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

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

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

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

Signatures

</TABLE>



                                       2
<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CONDITION

                    September 30, 2001 and December 31, 2000

                        (In thousands, except share data)
<TABLE>
<CAPTION>
                                                                           (Unaudited)
                                                                           September 30,     December 31,
                                   Assets                                      2001              2000
                                                                           -------------     -------------
<S>                                                                        <C>               <C>
Cash & due from banks                                                      $       9,750     $       4,734
Federal funds sold                                                                32,031            24,754
                                                                           -------------     -------------
                  Total cash and cash equivalents                                 41,781            29,488

Investment securities available-for-sale                                           5,015             6,935
Other investments                                                                  1,278             1,513

Loans receivable, net of fees                                                    196,719           154,271
Allowance for loan losses                                                         (2,277)           (1,900)
                                                                           -------------     -------------
                                                                                 194,442           152,371
Premises and equipment, net                                                        5,437             5,659
Goodwill and other intangibles                                                     9,053             9,576
Accrued interest and other assets                                                  1,631             1,506
                                                                           -------------     -------------
                  Total assets                                             $     258,637     $     207,048
                                                                           =============     =============
                    Liabilities and Shareholders' Equity
Deposits                                                                   $     212,650     $     163,371
Borrowings                                                                        11,356             7,287
Accrued interest and other liabilities                                             3,167             2,278
                                                                           -------------     -------------
                  Total liabilities                                              227,173           172,936

Preferred stock, cumulative convertible, $1 par value, 1,412,000 shares
    authorized, 1,411,246 and 1,411,268 shares outstanding in 2001                 1,411             1,411
    and 2000, respectively
Common stock, $1 par value, 50,000,000 shares authorized,
    4,257,297 and 4,253,155 shares outstanding in 2001
    and 2000, respectively                                                         4,257             4,253
Additional paid in capital                                                        38,472            38,466
Accumulated deficit                                                              (12,680)          (10,022)
Accumulated other comprehensive income                                                 4                 4
                                                                           -------------     -------------
                  Total shareholders' equity                                      31,464            34,112
                                                                           -------------     -------------
                  Total liabilities and shareholders' equity               $     258,637     $     207,048
                                                                           =============     =============
</TABLE>


See accompanying notes to consolidated financial statements



                                       3
<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

         For the three and nine months ended September 30, 2001 and 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                  Three Months Ended September 30,  Nine Months Ended September 30,
                                                                  -------------------------------   -------------------------------
                                                                       2001             2000             2001             2000
                                                                  --------------   --------------   --------------   --------------
<S>                                                                 <C>              <C>                <C>               <C>
Interest income:
   Loans receivable                                                 $  3,878,854     $  2,397,414       11,074,495        5,809,900
   Federal funds sold                                                    217,930          390,979          925,720          961,091
   Investment securities available-for-sale                               94,776           99,407          285,139          242,588
   Other investments                                                      21,592           16,155           65,995           48,666
                                                                  --------------   --------------   --------------   --------------
           Total interest income                                       4,213,152        2,903,955       12,351,349        7,062,245
Interest expense:
   Deposits                                                            1,702,819        1,150,749        5,335,439        2,628,544
   Borrowings                                                            121,577          117,110          368,282          308,837
                                                                  --------------   --------------   --------------   --------------
           Total interest expense                                      1,824,396        1,267,859        5,703,721        2,937,381
                                                                  --------------   --------------   --------------   --------------
           Net interest income                                         2,388,756        1,636,096        6,647,628        4,124,864

Provision for loan losses                                                190,000          180,069          375,406          530,951
                                                                  --------------   --------------   --------------   --------------
           Net interest income after provision for loan losses         2,198,756       1,456,027        6,272,222         3,593,913

Non-interest income:
   Service charges on deposit accounts                                   102,037           36,617          270,833           83,385
   Loan service charges                                                  144,022          100,413          349,312          262,615
   Investment fee income                                                 472,380          371,432        1,559,711        1,171,120
   Gains from sale of assets                                               2,759                -           19,441                -
   Other income                                                          132,627           65,262          276,932          136,814
                                                                  --------------   --------------   --------------   --------------
           Total non-interest income                                     853,825          573,724        2,476,229        1,653,934

Non-interest expense:
   Salary and benefits                                                 1,963,076        1,586,908        5,801,132        4,428,927
   Occupancy                                                             343,996          267,705        1,026,667          711,931
   Professional fees                                                     192,051          164,709          450,207          417,772
   Depreciation                                                          209,522          159,322          595,822          422,559
   Amortization of intangibles                                           173,167           58,824          523,090           58,824
   Other operating expenses                                              877,094          779,686        2,625,774        2,015,136
                                                                  --------------   --------------   --------------   --------------
           Total non-interest expense                                  3,758,906        3,017,154       11,022,692        8,055,149
                                                                  --------------   --------------   --------------   --------------
           Net loss before income taxes                                 (706,325)        (987,403)      (2,274,241)      (2,807,302)

Provision for income taxes                                                     -                -                -                -
                                                                  --------------   --------------   --------------   --------------
Net loss                                                            $   (706,325)    $   (987,403)      (2,274,241)      (2,807,302)
                                                                  ==============   ==============   ==============   ==============
Dividends to preferred shareholders                                      127,913           42,636          383,742           42,636
                                                                  --------------   --------------   --------------   --------------
Net loss to common shareholders                                     $   (834,238)    $ (1,030,039)      (2,657,983)      (2,849,938)
                                                                  ==============   ==============   ==============   ==============
Basic and diluted loss per common share                             $      (0.20)    $      (0.24)           (0.62)           (0.67)
                                                                  ==============   ==============   ==============   ==============
Weighted-average common shares outstanding                             4,256,797        4,245,759        4,255,432        4,244,721
                                                                  ==============   ==============   ==============   ==============
</TABLE>

See accompanying notes to consolidated financial statements.



                                       4
<PAGE>

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

<S>                                                    <C>               <C>               <C>             <C>
Net loss                                               $  (706,325)      $  (987,403)      $(2,274,241)    $(2,807,302)
Other comprehensive income (loss):
   Unrealized gain (loss) on available-for-sale
        investment securities                               62,480            53,944              (509)        (27,009)
                                                    --------------     -------------     -------------   -------------
Comprehensive loss                                     $  (643,845)      $  (933,459)      $(2,274,750)    $(2,834,311)
                                                    ==============     =============     =============   =============
</TABLE>

See accompanying notes to consolidated financial statements.


















                                       5
<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                  Nine months ended September 30, 2001 and 2000

                                 (In thousands)

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                              Accumulated
                                                                                    Additional                   Other
                                               Preferred Preferred  Common  Common    Paid-in   Accumulated  Comprehensive
                                                 Shares    Stock    Shares   Stock    Capital     Deficit     Income (Loss)  Total
                                               --------- ---------  ------  ------  ----------  -----------  -------------  -------
<S>                                               <C>    <C>         <C>    <C>     <C>         <C>           <C>           <C>
Balance, January 1, 2000                             --  $      --   4,243  $4,243  $   32,496  $    (5,881)  $      (113)  $30,745

Issuance of 1,411,499 shares of cumulative
    preferred stock, par value $1                 1,411      1,411      --      --       5,645           --            --     7,056

Issuance of common stock options in
    connection with the acquisition                  --         --      --      --         301           --            --       301

Issuance of stock awards                             --         --       3       3           9           --            --        12

Dividends declared on preferred stock                --         --      --      --          --          (42)           --       (42)

Change in unrealized gain (loss) on
    investment securities available-for-sale         --         --      --      --          --           --           (27)      (27)

Net loss                                             --         --      --      --          --       (2,807)           --    (2,807)
                                               --------- ---------  ------  ------  ----------  -----------  -------------  -------
Balance, September 30, 2000                       1,411  $   1,411   4,246  $4,246  $   38,451  $    (8,730)  $      (140)  $35,238
===================================================================================================================================

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

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

Stock options exercised                              --         --       1       1           3           --            --         4

Dividends on preferred stock                         --         --      --      --          --         (384)           --      (384)

Net loss                                             --         --      --      --          --       (2,274)           --    (2,274)
                                               --------- ---------  ------  ------  ----------  -----------  -------------  -------
Balance, September 30, 2001                       1,411  $   1,411   4,257  $4,257  $   38,472  $   (12,680)  $         4   $31,464
===================================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.




                                       6
<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

              For the nine months ended September 30, 2001 and 2000

                                 (In thousands)

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                         2001            2000
                                                                                     -----------     -----------
<S>                                                                                  <C>             <C>
Cash flows from operating activities:
    Net loss                                                                         $    (2,274)    $    (2,807)
    Adjustments to reconcile net loss to net cash (used in) provided by operating
      activities:
         Depreciation                                                                        596             423
         Amortization of intangibles, premiums and discounts                                 548              59
         Provision for loan losses                                                           375             531
         Gain on sale of assets                                                              (19)             --
         Increase in accrued interest and other assets                                      (125)           (225)
         Increase in accrued interest and other liabilities                                  889           6,703
         Compensation related to stock awards                                                  6              12
                                                                                     -----------     -----------
                 Net cash (used in) provided by operating activities                          (4)          4,696
                                                                                     -----------     -----------
Cash flows from investing activities:
    Purchase of premises and equipment                                                      (412)           (653)
    Proceeds from sale of premises and equipment                                              12              --
    Proceeds from sale of investment securities available-for-sale                         4,500              --
    Proceeds from sale of other investments                                                  349
    Purchase of investment securities available-for-sale                                  (3,601)             --
    Purchase of other investments                                                           (114)            (18)
    Redemptions of investment securities available-for-sale                                1,043             312
    Net increase in loan portfolio                                                       (42,448)        (34,384)
    Net cash acquired in merger                                                               --          11,090
                                                                                     -----------     -----------
                 Net cash used in investing activities                                   (40,671)        (23,653)
                                                                                     -----------     -----------
Cash flows from financing activities:
    Net increase in deposits                                                              49,279          40,292
    Net increase in short-term borrowings                                                  4,069             252
    Dividends on preferred stock                                                            (384)            (42)
    Stock options exercised                                                                    4              --
                                                                                     -----------     -----------
                 Net cash provided by financing activities                                52,968          40,502
                                                                                     -----------     -----------
Net increase in cash and cash equivalents                                                 12,293          21,545
Cash and cash equivalents at beginning of period                                          29,488          19,043
                                                                                     -----------     -----------
Cash and cash equivalents at end of period                                           $    41,781     $    40,588
                                                                                     ===========     ===========
Supplemental disclosure of cash flow information:
    Cash paid during period for interest                                             $     5,693     $     2,870
                                                                                     ===========     ===========
</TABLE>

See accompanying notes to consolidated financial statements.



                                       7
<PAGE>

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

Note 1

Organization

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

On November 1, 2001, the Company combined three of its four banking subsidiaries
by  merging  Cardinal  Bank - Dulles,  N.A.  and  Cardinal  Bank - Potomac  into
Cardinal Bank, N.A.

Basis of Presentation

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


Note 2

Segment Disclosures

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





                                       8
<PAGE>

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

For the Three Months Ended September 30, 2001:
<TABLE>
<CAPTION>
                                Commercial         Investment       Intersegment
                                  Banking           Advisory         Elimination           Other          Consolidated
                             -----------------------------------------------------------------------------------------
<S>                            <C>                <C>                <C>               <C>                <C>
Net interest income            $  2,386,964       $          -       $          -      $      1,792       $  2,388,756
Provision for loan losses           190,000                  -                  -                 -            190,000
Non-interest income                 349,462            474,400                  -            29,963            853,825
Non-interest expense              2,670,537            480,014                  -           608,355          3,758,906
                             -----------------------------------------------------------------------------------------
Net loss                       $   (124,111)      $     (5,614)      $          -      $   (576,600)      $   (706,325)
                             =========================================================================================
</TABLE>

For the Nine Months Ended September 30, 2001:
<TABLE>
<CAPTION>
                                Commercial         Investment       Intersegment
                                  Banking           Advisory         Elimination           Other          Consolidated
                             -----------------------------------------------------------------------------------------
<S>                            <C>                <C>                <C>               <C>                <C>
Net interest income            $  6,622,676       $          -       $          -      $     24,952       $  6,647,628
Provision for loan losses           375,406                  -                  -                 -            375,406
Non-interest income                 875,192           1,563,593                 -            37,444          2,476,229
Non-interest expense              7,760,686           1,596,524                 -         1,665,482         11,022,692
                             -----------------------------------------------------------------------------------------
Net loss                       $   (638,224)      $     (32,931)     $          -      $ (1,603,086)      $ (2,274,241)
                             =========================================================================================

Total Assets                   $255,252,347       $     421,544      $(29,355,064)     $ 32,318,587       $258,637,414
</TABLE>

For the Three Months Ended September 30, 2000:
<TABLE>
<CAPTION>
                                Commercial         Investment       Intersegment
                                  Banking           Advisory         Elimination           Other          Consolidated
                             -----------------------------------------------------------------------------------------
<S>                            <C>                <C>                <C>               <C>                <C>
Net interest income            $  1,498,304       $          -       $          -      $    137,792       $  1,636,096
Provision for loan losses           180,069                  -                  -                 -            180,069
Non-interest income                 185,670            371,432                  -            16,622            573,724
Non-interest expense              1,679,414            494,961                  -           842,779          3,017,154
                             -----------------------------------------------------------------------------------------
Net loss                       $   (175,509)      $   (123,529)      $          -      $   (688,365)      $   (987,403)
                             =========================================================================================
</TABLE>

For the Nine Months Ended September 30, 2000:
<TABLE>
<CAPTION>
                                Commercial         Investment       Intersegment
                                  Banking           Advisory         Elimination           Other          Consolidated
                             -----------------------------------------------------------------------------------------
<S>                            <C>                <C>                <C>                <C>                <C>
Net interest income            $  3,695,743       $          -       $          -       $    429,121       $  4,124,864
Provision for loan losses           530,951                  -                  -                  -            530,951
Non-interest income                 453,971          1,171,120             (3,551)            32,394          1,653,934
Non-interest expense              4,577,134          1,524,184             (3,551)         1,957,382          8,055,149
                             -----------------------------------------------------------------------------------------
Net loss                       $   (958,371)      $   (353,064)      $          -       $ (1,495,867)      $ (2,807,302)
                             ==========================================================================================

Total Assets                   $183,236,012       $    217,179       $(19,711,468)      $ 42,649,954       $206,391,677
</TABLE>


                                       9
<PAGE>

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


Note 3

Earnings Per Share

The following table discloses the calculation of basic and diluted  earnings per
share for the three and nine months ended  September 30, 2001 and 2000.  Because
the  Company  has  net  losses,  all  stock  options  issued  to  date  have  an
anti-dilutive  effect and,  therefore,  have been excluded from the earnings per
share  calculation.  Stock  options  outstanding  as of  September  30, 2001 are
378,678.
<TABLE>
<CAPTION>
                                                     Three Months Ended September 30,           Nine Months Ended September 30,
                                                         2001                 2000                 2001                 2000
                                                   ------------------------------------      ------------------------------------
<S>                                                <C>                  <C>                  <C>                  <C>
Net loss                                           $     (706,325)      $     (987,403)      $   (2,274,241)      $   (2,807,302)

Dividends to preferred shareholders                       127,913               42,636              383,742               42,636
                                                   ---------------      ---------------      ---------------      ---------------
Net loss to common shareholders                          (834,238)          (1,030,039)          (2,657,983)          (2,849,938)

Weighted average shares for basic and diluted           4,256,797            4,245,759            4,255,432            4,244,721

Basic and diluted loss per share                   $        (0.20)      $        (0.24)      $        (0.62)      $        (0.67)

</TABLE>


Note 4

New Accounting Pronouncements

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

In June 2001,  Statement of  Financial  Accounting  Standard  No. 141,  Business
Combinations was issued. This pronouncement  requires all business  combinations
to be accounted for by a single method,  the purchase  method.  SFAS 141 further
requires that intangible assets be recognized apart from goodwill only if they



                                       10
<PAGE>

meet one of two criteria,  the contractual - legal criterion or the separability
criterion.  The disclosure of the primary reasons for a business combination and
the allocation of the purchase price paid to the assets acquired and liabilities
assumed by major balance sheet caption is also required. SFAS 141 applies to all
business  combinations  initiated  after  June  30,  2001  and to  all  business
combinations  accounted  for using  the  purchase  method  for which the date of
acquisition is July 1, 2001, or later.  The Company has determined that SFAS No.
141 did not have an impact to its  financial  position,  equity  or  results  of
operations.

In June 2001,  Statement of Financial  Accounting Standard No. 142, Goodwill and
Other  Intangible  Assets was issued.  SFAS 142 adopts a more  aggregate view of
goodwill  and bases the  accounting  for  goodwill on the units of the  combined
entity into which an acquired  entity is integrated.  Furthermore,  goodwill and
other intangible  assets that have indefinite useful lives will not be amortized
but  rather  will be tested at least  annually  for  impairment  using  specific
guidelines.  Additional  supplemental  disclosures of information about goodwill
and other  intangibles in the years  subsequent to their  acquisitions  are also
required.  The  provisions of SFAS 142 are required to be applied  starting with
fiscal years  beginning  after  December 15, 2001,  except that all goodwill and
intangible  assets acquired after June 30, 2001, will be subject  immediately to
the  nonamortization and amortization  provisions.  Goodwill and some intangible
assets will not decrease in the same manner as under  previous  standards  which
could lead to more volatility in reported income because  impairment  losses are
likely to occur  irregularly  and in varying  amounts.  The  Company  recognizes
$158,000 of  amortization  expense each quarter  relating to its goodwill.  As a
result of SFAS 142, the Company will no longer amortize its goodwill but will be
required  to  determine  if the  value  of the  goodwill  is  impaired.  If such
impairment  exists a write down of the  goodwill  will be required at that time.
The Company is still  analyzing the potential  impairment of its goodwill  under
SFAS 142, and therefore can not determine,  at this time,  whether there will be
an impact on its  financial  position,  equity,  or results of  operations  upon
adoption of SFAS 142 in the first quarter of 2002.

In October 2001, the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards  No.  144,  Accounting  for the  Impairment  of
Long-Lived  Assets.  SFAS No 141  supercedes  SFAS No. 121,  Accounting  for the
Impairment of Long-Lived  Assets and for Long-Lived Assets to be Disposed Of and
the accounting and reporting  provisions of APB No. 30, Reporting the Results of
Operations - Reporting  the Effects of Disposal of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions,  for
the  disposal  of a segment  of a  business.  SFAS No. 144  retains  many of the
provisions  of  SFAS  No.  121,  but  addresses  certain  implementation  issues
associated  with that  statement.  SFAS No. 144 is  effective  for fiscal  years
beginning  after  December  15, 2001.  This  statement is not expected to have a
material impact on the Company's financial statements.










                                       11
<PAGE>

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

General

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

On November 1, 2001, the Company combined three of its four banking subsidiaries
by  merging  Cardinal  Bank - Dulles,  N.A.  and  Cardinal  Bank - Potomac  into
Cardinal Bank, N.A.

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

Financial Condition

Total  assets of the  Company  grew to $258.6  million  at  September  30,  2001
compared to $207.0 million at December 31, 2000.  This represents an increase of
$51.6 million or 25% and is due to increased deposit and loan generation.  Loans
receivable,  net of fees,  increased  $42.4 million or 28% to $196.7  million at
September  30,  2001 from $154.3  million at December  31, 2000 (see Table 1 for
loan portfolio details). Total deposits increased 30% or $49.3 million to $212.7
million at September  30, 2001  compared to $163.4  million at December 31, 2000
(see Table 2 for certificates of deposit of $100,000 or more).  Total borrowings
primarily  consisting of FHLB borrowings increased $4.1 million to $11.4 million
at September  30, 2001 from $7.3  million at December  31, 2000.  Total cash and
cash  equivalents  increased to $41.8  million at September  30, 2001 from $29.5
million at December 31,  2000.  The  increase in cash and cash  equivalents  was
primarily the result of increased  clearing balances held at the Federal Reserve
at September  30, 2001 as compared to December 31, 2000.  Investment  securities
available-for-sale  and other investments  declined $2.1 million to $6.3 million
at  September  30, 2001 from $8.4  million at December 31, 2000 (see Table 3 for
details of the  investment  securities  available-for-sale  portfolio).  Several
investment  securities  were  called  due to  the  decreased  rate  environment.
Shareholders'  equity at September 30, 2001 was $31.5 million  compared to $34.1
million at December 31, 2000.  Book value per common share on September 30, 2001
was $5.73 compared to $6.36 on December 31, 2000.

Results of Operations

Net loss for the three and nine months ended September 30, 2001 was $706,000 and
$2.3  million,   respectively,   an   improvement   of  $281,000  and  $533,000,
respectively,  as compared to a net loss of  $987,000  and $2.8  million for the
three and nine months  ended  September  30,  2000.  Basic and diluted



                                       12
<PAGE>

loss per common  share  improved  $0.04 per common share to $0.20 as compared to
$0.24 for the three  months  ended  September  30, 2001 and 2000,  respectively.
Basic and diluted loss per common  share  improved by $0.05 per common share for
the nine months ended September 30, 2001 and 2000 to $0.62 from $0.67 per common
share.  The  decreases  in the net loss for the  three  and  nine  months  ended
September  30, 2001 as compared to the same periods of 2000 reflect the increase
in net interest  income and  non-interest  income in the first three quarters of
2001  compared  to the same  periods in 2000.  Return on average  assets for the
three  and nine  months  ended  September  30,  2001  were  -1.15%  and  -1.30%,
respectively,  as  compared  to -2.54% and -2.94% for the same  periods in 2000.
Return on average equity for the three and nine months ended  September 30, 2001
were -8.77% and -9.20%, respectively, as compared to -12.08% and -12.14% for the
same periods in 2000.

Net interest  income is the Company's  primary  source of revenue and represents
the difference between interest and fees earned on  interest-bearing  assets and
the  interest  paid on  deposits  and other  interest-bearing  liabilities.  Net
interest  income for the three and nine months ended September 30, 2001 was $2.4
million  and $6.6  million,  respectively,  compared  to $1.6  million  and $4.1
million for the three and nine months ended September 30, 2000, respectively.

The Company's net interest  margin for the three and nine months ended September
30, 2001 was 4.66% and 4.60%, respectively,  compared to 4.96% and 4.92% for the
three and nine months ended  September 30, 2000,  respectively.  The decrease in
the margin can be attributed to the 350 basis point decrease on the targeted fed
funds rate during 2001 producing  lower  yielding loans and deposits.  Increased
volume has assisted to offset the  decreases in the targeted fed funds rate.  In
addition,  maturing  certificates of deposit  continue to be replaced with lower
yielding  deposits  assisting the interest margin to recover from the rapid rate
decreases.  Table 4 presents  an analysis  of average  interest-earning  assets,
interest-bearing  liabilities and demand deposits with the related components of
interest income and interest expense.

The provision for loan losses for the three and nine months ended  September 30,
2001 was $190,000 and $375,000, respectively,  compared to $180,000 and $531,000
for the three and nine  months  ended  September  30,  2000,  respectively.  The
decrease in the nine-month period is a result of a specific reserve of $104,000,
which was reclassified to the general reserve to reflect the movement of the one
non-performing  loan to accrual  status  during the first  quarter of 2001.  The
allowance  for loan losses at September  30, 2001 was $2.3  million  compared to
$1.9 million at December 31, 2000. The ratio of the allowance for loan losses to
total  loans at  September  30,  2001 was 1.16%  compared to a ratio of 1.22% at
December 31, 2000.  Tables 5 and 6 reflect the  components and the allocation of
the allowance for loan losses.

Non-interest  income for the three and nine months ended  September 30, 2001 was
$854,000 and $2.5 million,  respectively,  compared to $574,000 and $1.7 million
for the three and nine months ended September 30, 2000. The significant increase
in  non-interest  income was primarily due to investment  fees  generated by the
Company's  non-bank  subsidiary,  Cardinal Wealth  Services,  Inc. and increased
service charges on deposit  accounts.  Investment fee income increased  $101,000
and  $389,000 to $472,000  and $1.6  million for the three and nine months ended
September  30, 2001 as compared to $371,000  and $1.2  million for the three and
nine months ended  September 30, 2000. In addition,  service  charges on deposit
accounts  increased  $65,000 and $188,000 to $102,000 and $271,000 for the three
and nine months ended  September 30, 2001 as compared to $37,000 and $83,000 for
the three and nine  months  ended  September  30,  2000.  This  increase  can be
attributed to the increased  number of deposit  accounts and the addition of the
fourth bank subsidiary, Cardinal Bank - Potomac.

Non-interest  expense for the three and nine  months  ended  September  30, 2001
totaled $3.8 million and $11.0 million,  respectively,  compared to $3.0 million
and $8.1 million for the three and nine months  ended  September  30, 2000.  The
increases in expenses  were  primarily  due to increases in salary and



                                       13
<PAGE>

benefits,  occupancy  and  other  related  expenses  including  amortization  of
intangibles  due to the addition of the fourth bank  subsidiary,  Cardinal Bank-
Potomac on September 1, 2000. In addition, salary expense increased $155,000 for
the three months ended September 30, 2001 for severance  payments as a result of
changes made by management.

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 four
banking subsidiaries,  services include commercial and consumer lending, deposit
products, direct banking via the internet and telephone and the funding of small
business receivables through the Business Manager product.

For the three and nine months ended  September 30, 2001, the commercial  banking
segment had a net loss of $124,000 and $638,000, respectively, compared to a net
loss of $176,000 and $958,000 for the three and nine months ended  September 30,
2000.  As of  September  30,  2001  total  assets  were  $255.3  million,  loans
receivable,  net of fees,  were $196.7 million and deposits were $212.7 million.
Total assets were $183.2  million,  loans  receivable,  net of fees, were $140.4
million and deposits were $154.1 million as of September 30, 2000.

Investment Advisory Services

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

For the three months ended September 30, 2001, the investment  advisory services
segment had net loss of $6,000.  For the nine months ended  September  30, 2001,
the investment  advisory  subsidiary had a net loss of $33,000.  As of September
30, 2001 total  assets were  $422,000 and total  assets  under  management  were
$133.8 million.  For the three and nine months ended September 30, 2000, the net
loss was $124,000 and $353,000,  respectively.  As of September 30, 2000,  total
assets were $217,000 and total assets under management were $81.1 million.

Capital Resources

Shareholders'  equity at September 30, 2001 was $31.5 million  compared to $34.1
million at December 31,  2000.  The  reduction  in equity  reflects the net loss
recorded for the year to date  September 30, 2001.  At September  30, 2001,  the
Company's  tier 1 and total  risk-based  capital  ratios were 10.18% and 11.21%,
respectively.  At December 31, 2000, the Company's  tier 1 and total  risk-based
capital ratios were 18.9% and 19.9%, respectively.  The decline in the Company's
capital  ratios is due to the increase in total assets as well as the absorption
of operating losses.  Table 7 reflects the components of regulatory capital. The
Company  continues  to  maintain a capital  structure  that places it well above
minimum regulatory requirements.



                                       14
<PAGE>

Liquidity

Liquidity  provides  the  Company  with  the  ability  to  meet  normal  deposit
withdrawals while also providing for the credit needs of customers. At September
30, 2001, cash and cash equivalents and investment securities available-for-sale
totaled $46.8 million or 18% of total assets compared to $36.4 million or 18% of
total  assets at December  31, 2000.  Management  is  committed  to  maintaining
liquidity at a level  sufficient to protect  depositors,  provide for reasonable
growth, and fully comply with all regulatory requirements.

Interest Rate Sensitivity

An important  element of  asset/liability  management  is the  monitoring of the
Company's sensitivity to interest rate movements. In order to measure the effect
of interest rates on the Company's net interest  income,  management  takes into
consideration  the expected cash flows from the loan and  securities  portfolios
and the expected  magnitude of the  repricing  of specific  asset and  liability
categories.  Management  evaluates interest sensitivity risk and then formulates
guidelines  to manage this risk based upon its outlook  regarding  the  economy,
forecasted interest rate movements and other business factors. Management's goal
is to maximize and  stabilize  the net interest  margin by limiting  exposure to
interest rate changes.

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

Forward Looking Statements

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








                                       15
<PAGE>

Table 1.

                 Cardinal Financial Corporation and Subsidiaries
                                Loans Receivable
                 As of September 30, 2001 and December 31, 2000
                                 (In thousands)

<TABLE>
<CAPTION>
                                               September 30,                  December 31,
                                                   2001                           2000
                                        --------------------------     ---------------------------
<S>                                       <C>             <C>             <C>             <C>
Commercial                                $   55,040       27.99%         $   49,646       32.22%
Real estate - commercial                      84,389       42.91%             57,083       37.05%
Real estate - construction                     5,687        2.89%              4,088        2.65%
Real estate - residential                     16,961        8.62%             17,729       11.51%
Home equity lines                             19,907       10.12%             14,867        9.65%
Consumer                                      14,684        7.47%             10,665        6.92%
                                        --------------------------     ---------------------------

Gross loans                               $  196,668      100.00%         $  154,078      100.00%

Add: unearned income, net                         51                             193
Less: allowance for loan losses               (2,277)                         (1,900)
                                        -------------                  --------------

Total loans, net                          $  194,442                      $  152,371
                                        =============                  ==============

</TABLE>












                                       16
<PAGE>

Table 2.

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


<TABLE>
<CAPTION>
                                                       September 30,       December 31,
                                                           2001               2000
                                                      ---------------    ---------------
<S>                                                   <C>                <C>
Three months or less                                  $         6,818    $         3,116
Over three months through six months                            9,633              8,721
Over six months through twelve months                          15,636             17,397
Over twelve months                                             16,077             11,225
                                                      ---------------    ---------------
                                                      $        48,164    $        40,459
                                                      ===============    ===============
</TABLE>






















                                       17
<PAGE>

Table 3.

                 Cardinal Financial Corporation and Subsidiaries
                    Investment Securities Available-for-Sale
                 As of September 30, 2001 and December 31, 2000
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                               Amortized        Fair      Unrealized     Average
As of September 30, 2001                                          Par Value       Cost         Value      Gain/(Loss)     Yield
                                                                --------------------------------------------------------------------
<S>                                                             <C>           <C>           <C>           <C>                  <C>
U.S. government agencies and enterprises
     Five to ten years                                                 500           500           510            10           6.00%
     After ten years                                                   109           109           107            (2)          6.26%
-----------------------------------------------------------------------------------------------------------------------------------
              Total U.S. government agencies                    $      609    $      609    $      617    $        8           6.05%
-----------------------------------------------------------------------------------------------------------------------------------

Mortgage-backed securities
    Within one year                                             $      210           210           210    $        -           3.99%
    One to five years                                                3,078         3,169         3,160            (9)          6.55%
    Five to ten years                                                  541           549           554             5           7.80%
    After ten years                                                    454           474           474             -           7.72%
-----------------------------------------------------------------------------------------------------------------------------------
              Total mortgage-backed securities                  $    4,283    $    4,402    $    4,398    $       (4)          6.71%
-----------------------------------------------------------------------------------------------------------------------------------

              Total investment securities available-for-sale    $    4,892    $    5,011    $    5,015    $        4           6.61%
                                                                ===================================================================
</TABLE>

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

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

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



                                       18
<PAGE>

Table 4.

                 Cardinal Financial Corporation and Subsidiaries
                            Rate and Volume Analysis
             For the three months ended September 30, 2001 and 2000
                                 (In thousands)
<TABLE>
<CAPTION>
    Three Months           Three Months                                             Three Months
 Ended September 30,    Ended September 30,                                      Ended September 30,                   Variance
   Average Volume          Average Rate                                               Interest       Increase       Attributable to
        2001                   2000                                                2001     2000    (Decrease)      Rate     Volume
--------------------    -------------------                                      ------------------  --------    -------------------
<S>         <C>           <C>        <C>      <C>                                <C>       <C>       <C>         <C>       <C>
                                              Interest Income
                                              Loans:
$ 53,237    $ 33,601      8.38%       9.77%       Commercial                     $  1,115  $    821  $    294    $   (186) $    480
  77,165      33,901      8.67%       7.47%       Real estate - commercial          1,673       633     1,040         232       808
   6,044       3,373      8.40%      10.12%       Real estate - construction          127        85        42         (26)       68
  17,864      19,746      8.59%       9.33%       Real estate - residential           384       460       (76)        (33)      (44)
  18,755       8,253      6.12%       8.85%       Home equity lines                   287       183       104        (128)      232
  14,911       9,635      7.86%       8.95%       Consumer                            293       216        77         (41)      118
-----------------------------------------------------------------------------------------------------------------------------------
 187,976     108,509      8.25%       8.84%                       Total loans       3,879     2,398     1,481        (181)    1,662

   5,788       6,310      6.57%       6.30%   Investment securities - AFS              95        99        (4)          4        (8)

   1,319       1,036      6.37%       6.24%   Other investments                        21        16         5           0         4

  25,168      22,906      3.44%       6.85%   Federal funds sold                      218       391      (173)       (215)       39

-----------------------------------------------------------------------------------------------------------------------------------
$220,251    $138,761      7.65%       8.37%   Total interest-earning assets      $  4,213  $  2,904  $  1,309    $   (392) $  1,697
===================================================================================================================================

                                              Interest Expense

$ 16,128    $  6,244      1.84%       2.10%       Interest checking              $     74  $     33  $     41    $    (10) $     52
  26,350      16,169      2.82%       3.37%       Money markets                       185       136        49         (37)       86
   4,502       2,216      2.16%       2.97%       Statement savings                    24        16         8          (9)       17
 103,439      62,115      5.51%       6.24%       Certificates of deposit           1,420       966       454        (189)      643
-----------------------------------------------------------------------------------------------------------------------------------
 150,419      86,744      4.49%       5.32%   Total interest-bearing liabilities    1,703     1,151       552        (245)      798

  10,912       6,875      4.42%       6.83%   Borrowings                              121       117         4         (65)       69

-----------------------------------------------------------------------------------------------------------------------------------
$161,331    $ 93,619      4.49%       5.43%   Total interest-bearing liabilities $  1,824  $  1,268  $    556    $   (310) $    867
===================================================================================================================================

  82,363      55,358                          Other sources
-----------------------------------------------------------------------------------------------------------------------------------
 243,694     148,977      2.99%       3.41%   Total sources of funds                1,824     1,268       556        (310)      867
-----------------------------------------------------------------------------------------------------------------------------------

$ 58,920    $ 45,142      4.66%       4.96%   Net interest margin                $  2,389  $  1,636  $    753    $    (82) $    830
===================================================================================================================================
</TABLE>

No tax equivalent adjustment made to the above table.



                                       19
<PAGE>

Table 4a. continued.

                 Cardinal Financial Corporation and Subsidiaries
                            Rate and Volume Analysis
              For the nine months ended September 30, 2001 and 2000
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
     Nine Months           Nine Months                                              Nine Months
  Ended September 30,   Ended September 30,                                      Ended September 30,                 Variance
    Average Volume         Average Rate                                               Interest       Increase     Attributable to
   2001        2000      2001       2000                                          2001       2000   (Decrease)   Rate      Volume
------------------------------------------                                     --------------------  --------   --------------------
<S>         <C>          <C>        <C>    <C>                                 <C>         <C>       <C>        <C>       <C>
                                                    Interest Income
                                           Loans:
$ 50,710    $ 27,978     8.80%      9.51%      Commercial                      $  3,345    $  1,996  $  1,349   $  (269)  $  1,600
  67,475      30,020     8.78%      7.53%      Real estate - commercial           4,445       1,696     2,749       624      2,087
   5,538       1,990     9.01%      9.78%      Real estate - construction           374         146       228       (31)       257
  18,062      15,068     8.36%      8.96%      Real estate - residential          1,133       1,012       121       (80)       199
  17,172       6,078     6.96%      8.62%      Home equity lines                    896         393       503      (211)       708
  14,965       9,428     7.85%      8.01%      Consumer                             881         566       315       (18)       328
----------------------------------------------------------------------------------------------------------------------------------
 173,922      90,562     8.49%      8.55%                      Total loans       11,074       5,809     5,265   $    15   $  5,179

   5,325       5,136     7.14%      6.30%  Investment Securities - AFS              285         243        42        33          9

   1,427         971     6.17%      6.68%  Other Investments                         66          49        17        (5)        23

  27,223      19,245     4.55%      6.66%  Federal funds sold                       926         961       (35)     (427)       394

----------------------------------------------------------------------------------------------------------------------------------
$207,897    $115,914     7.92%      8.12%  Total interest-earning assets       $ 12,351    $  7,062  $  5,289   $  (384)  $  5,605
==================================================================================================================================

                                                     Interest Expense

  14,188       4,264     1.93%      2.32%      Interest Checking                    203          73       130       (41)       171
  24,485      12,666     3.39%      3.57%      Money Markets                        617         336       281       (33)       314
   4,396       1,096     2.70%      3.23%      Statement Savings                     88          26        62       (17)        79
  99,781      48,564     5.98%      6.08%      Certificates of Deposit            4,427       2,193     2,234       (79)     2,313
----------------------------------------------------------------------------------------------------------------------------------
 142,850      66,590     4.99%      5.31%  Total interest-bearing liabilities     5,335       2,628     2,707   $  (171)  $  2,877

   9,817       6,261     5.02%      6.55%  Borrowings                               368         309        59      (111)       173

----------------------------------------------------------------------------------------------------------------------------------
$152,667    $ 72,851     5.00%      5.43%  Total interest-bearing liabilities  $  5,703    $  2,937  $  2,766   $  (282)     3,050
==================================================================================================================================

  77,215      50,532                       Other Sources - Net
----------------------------------------------------------------------------------------------------------------------------------
 229,882     123,383     3.32%      3.21%  Total Sources of Funds                 5,703       2,937     2,766      (282)     3,050
----------------------------------------------------------------------------------------------------------------------------------

$ 55,230    $ 43,063     4.60%      4.92%  Net Interest Margin                 $  6,648    $  4,125  $  2,523      (103)     2,556
==================================================================================================================================
</TABLE>



                                       20
<PAGE>

Table 5.

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


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

Provision for loan losses                                375                531

Assumed allowance for loan losses
from acquisition of Heritage                               -                421

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

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

Net recoveries                                             2                  -

Balance, September 30,                           $     2,277        $     1,678
================================================================================



                                               September 30,      December 31,
Loans:                                             2001               2000
                                              ---------------   ----------------
           Balance at period end                 $   196,668        $   155,316
           Allowance for loan losses to
           Period end loans                            1.16%              1.22%




                                       21
<PAGE>

Table 6.

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

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

<S>                                        <C>         <C>            <C>        <C>
Commercial                                 $   679     29.84%         $   612     32.21%
Real estate - commercial                       842     37.00%             678     35.68%
Real estate - construction                      69      3.01%              50      2.63%
Real estate - residential                      206      9.04%             181      9.53%
Home equity lines                              150      6.59%             126      6.63%
Consumer                                       102      4.50%              63      3.32%
Unallocated                                    228     10.02%             190     10.00%
                                       -----------------------    -----------------------

Total allowance for loan losses            $ 2,277    100.00%         $ 1,900    100.00%
                                       =======================    =======================
</TABLE>



















                                       22
<PAGE>

Table 7.

                Cardinal Financial Corporation and Subsidiaries
                               Capital Components
                 As of September 30, 2001 and December 31, 2000
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                                       To Be Well
                                                                                                   Capitalized Under
                                                                            For Capital            Prompt Corrective
                                                  Actual                 Adequacy Purposes         Action Provisions
                                              ----------------------   ----------------------   ----------------------
                                                  Amount     Ratio       Amount       Ratio       Amount        Ratio
                                                  ------     -----       ------       -----       ------        -----
<S>                                             <C>          <C>        <C>           <C>        <C>            <C>
As of September 30, 2001
Total capital to risk-weighted assets           $ 24,684     11.21%     $17,616  >=   8.00%      $ 22,020  >=   10.00%
Tier I capital to risk-weighted assets            22,407     10.18%       8,808  >=   4.00%        13,212  >=    6.00%
Total capital to average assets                   24,684     10.06%       9,816  >=   4.00%        12,270  >=    5.00%

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

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

</TABLE>


















                                       23
<PAGE>

Table 8.

                         Cardinal Financial Corporation
              Interest Rate Sensitivity Gap Analysis - Consolidated
                            As of September 30, 2001
                                 (In thousands)

<TABLE>
<CAPTION>
                                             ------------------------------------------------------------------------
                                             Immediate     2-90     91-180    181-365     1-3      Over 3
                                             Repricing*    Days      Days      Days      Years     Years     TOTAL
---------------------------------------------------------------------------------------------------------------------
<S>                                              <C>       <C>        <C>       <C>       <C>      <C>       <C>
                   Assets
---------------------------------------------------------------------------------------------------------------------
Investment securities - AFS                           -         -         -        210         -     4,805     5,015
---------------------------------------------------------------------------------------------------------------------
Other investments                                     -         -         -          -         -     1,278     1,278
---------------------------------------------------------------------------------------------------------------------
Federal funds sold                               32,031         -         -          -         -         -    32,031
---------------------------------------------------------------------------------------------------------------------
Loans
Commercial & industrial                          28,961    10,187     5,025      8,792    10,017    76,447   139,429
Residential                                         263        83       137        191     2,364    13,923    16,961
Home equity lines                                13,873     6,034         -          -         -         -    19,907
Construction                                      2,610     1,134         8         17        36     1,882     5,687
All other                                         1,716       634       538        964     1,309     9,523    14,684
---------------------------------------------------------------------------------------------------------------------
Total Gross Loans                                47,423    18,072     5,708      9,964    13,726   101,775   196,668
---------------------------------------------------------------------------------------------------------------------
Total Earning Assets                             79,454    18,072     5,708     10,174    13,726   106,580   233,714
---------------------------------------------------------------------------------------------------------------------
Cumulative Rate Sensitive Assets                 79,454    97,526   103,234    113,408   127,134   233,714
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
                Liabilities
---------------------------------------------------------------------------------------------------------------------
Deposits
Noninterest-bearing demand                            -         -         -          -         -    57,312    57,312
Interest-bearing transaction accounts            55,464         -         -          -         -         -    55,464
Certificates of deposit - fixed                   3,128    13,602    14,995     17,515     8,364     1,319    58,923
Certificates of deposit - no penalty                 56     2,066     4,319     12,869    21,493       148    40,951
---------------------------------------------------------------------------------------------------------------------
Total Deposits                                   58,648    15,668    19,314     30,384    29,857    58,779   212,650
---------------------------------------------------------------------------------------------------------------------
Other borrowed funds                              1,556     3,800         -          -     6,000         -    11,356
---------------------------------------------------------------------------------------------------------------------
Total Interest Bearing Liabilities               60,204    19,468    19,314     30,384    35,857    58,779   224,006
---------------------------------------------------------------------------------------------------------------------
Cumulative Rate Sensitive Liabilities            60,204    79,672    98,986    129,370   165,227   224,006
---------------------------------------------------------------------------------------------------------------------


Gap                                              19,250    (1,396)  (13,606)   (20,210)  (22,131)   47,801
Cumulative Gap                                   19,250    17,854     4,248    (15,962)  (38,093)    9,708
Gap/ Total Assets                                 7.44%    -0.54%    -5.26%     -7.81%    -8.56%    18.48%
Cumulative Gap/ Total Assets                      7.44%     6.90%     1.64%     -6.17%   -14.73%     3.75%
Rate Sensitive Assets/ Rate Sensitive Liabilities  1.32      0.93      0.30       0.33      0.38      1.81
Cumulative RSA/RSL                                 1.32      1.22      1.04       0.88      0.77      1.04

</TABLE>




                                       24
<PAGE>

                          PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings

                  Not applicable.

Item 2.  Changes in Securities and Use of Proceeds

                  Not applicable.

Item 3.  Defaults Upon Senior Securities

                  Not applicable.

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

                  No matters were submitted to a vote of security holders during
                  the quarter ended September 30, 2001.

Item 5.  Other Information

                  Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

                  (a)      Exhibits - none

                  (b)      Reports on Form 8-K

                           On  August  29,  2001,  the  Company  filed a Current
                           Report on Form 8-K dated August 17, 2001 to disclose,
                           under  Items 5 and 7, a letter to  shareholders  that
                           the Company had posted on its web site.

                           On  October  3,  2001,  the  Company  filed a Current
                           Report on Form 8-K dated October 1, 2001 to disclose,
                           under Items 5 and 7, a press  release that  announced
                           the resignation of the Company's  President and Chief
                           Executive Officer and the election of his successor.










                                       25
<PAGE>

                                   SIGNATURES

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


                                           CARDINAL FINANCIAL CORPORATION



Date:  November 14, 2001                   /s/ Bernard H. Clineburg
                                           -------------------------------------
                                           Bernard H. Clineburg
                                           President and Chief Executive Officer



Date:  November 14, 2001                   /s/ Janet A. Valentine
                                           -------------------------------------
                                           Janet A. Valentine
                                           Chief Financial Officer