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, 1999

                 [ ] 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 Principle Executive Offices)

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


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
                                                        Yes  __X__    No  _____

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

          4,239,509 shares of common stock, par value $1.00 per share,
                        outstanding as of June 30, 1999



<PAGE>


                         CARDINAL FINANCIAL CORPORATION

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                          Page No.

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

                  Consolidated Statements of Condition (Unaudited)
                  June 30, 1999 and December 31, 1998........................................................3

                  Consolidated Statements of Operations (Unaudited)
                  For the Three and Six Months Ended June 30, 1999 and June 30, 1998.........................4

                  Consolidated Statements of Comprehensive Income (Unaudited)
                  For the Three and Six Months Ended June 30, 1999 and June 30, 1998.........................5

                  Consolidated Statement of Changes in Shareholders' Equity (Unaudited)
                  For the Six Months Ended June 30, 1999 and June 30, 1998...................................6

                  Consolidated Statements of Cash Flows (Unaudited)
                  For the Six Months Ended June 30, 1999 and June 30, 1998...................................7

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

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


Part II.      Other Information

         Item 1.  Legal Proceedings.........................................................................20

         Item 2.  Changes in Securities and Use of Proceeds.................................................20

         Item 3.  Defaults Upon Senior Securities...........................................................20

         Item 4.  Submission of Matters to a Vote of Security Holders.......................................20

         Item 5.  Other Information.........................................................................20

         Item 6.  Exhibits and Reports on Form 8-K..........................................................20

Signatures

</TABLE>

                                       2
<PAGE>

                         PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements

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

                                                         June 30,   December 31,
                                                            1999         1998
                                                            ----         ----
ASSETS

Cash & due from banks                                     $  1,572     $  1,073
Federal funds sold                                          24,191       24,277
                                                          --------     --------
Total cash and cash equivalents                             25,763       25,350

Investment securities available for sale                     6,649       13,697

Loans receivable                                            31,645       16,327
Less: Allowance for loan losses                                401          212
                                                          --------     --------
                                                            31,244       16,115

Premises and equipment, net                                  3,497        1,829
Accrued interest and other assets                              952          304
                                                          --------     --------

          Total Assets                                    $ 68,105     $ 57,295
                                                          ========     ========


LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                  $ 31,133     $ 21,867
Accrued interest and other liabilities                       4,019          700
                                                          --------     --------

          Total Liabilities                                 35,152       22,567

Common stock, $1 par value, 50,000,000 shares authorized,
     shares outstanding 4,239,509 at June 30, 1999 and
     December 31, 1998                                       4,240        4,240
Additional paid in capital                                  32,465       32,327
Accumulated deficit                                         (3,672)      (1,842)
Accumulated other comprehensive income                         (80)           3
                                                          --------     --------

          Total Shareholders' Equity                        32,953       34,728
                                                          --------     --------

          Total Liabilities and Shareholders' Equity      $ 68,105     $ 57,295
                                                          ========     ========


          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, 1999 and June 30, 1998
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                             Three Months Ended June 30,               Six Months Ended June 30,
                                                             ---------------------------               -------------------------
                                                              1999                 1998               1999                1998
                                                              ----                 ----               ----                ----
<S>                                                      <C>                   <C>                <C>                  <C>
INTEREST INCOME
Loans receivable                                            $ 472,520             $ 3,743            $ 827,415            $ 3,743
Investment securities                                         102,889                 920              234,096                920
Federal funds sold                                            323,629             127,799              644,429            229,035
                                                              -------             -------              -------            -------

          Total Interest Income                               899,038             132,462            1,705,940            233,698


INTEREST EXPENSE
Deposits                                                      225,562               8,001              424,811              8,001
Borrowings                                                         13                   -                  273              1,616
                                                              -------             -------              -------            -------

          Total Interest Expense                              225,575               8,001              425,084              9,617
                                                              -------             -------              -------            -------

          NET INTEREST INCOME                                 673,462             124,461            1,280,856            224,081

Provision for loan losses                                     120,679               3,010              188,804              3,010
                                                              -------             -------              -------            -------

          Net interest income after provision for loan losses 552,783             121,451            1,092,052            221,071


NON-INTEREST INCOME
Service charges on deposit accounts                             6,606                  16               11,693                 16
Loan service charges                                            3,805                   -               18,845                  -
Investment fee income                                         278,903                   -              280,181                  -
Gains from sale of securities                                     884                   -               12,087                  -
Other income                                                   21,982                 687               34,597                687
                                                              -------             -------              -------            -------

          Total Non-interest income                           312,180                 703              357,403                703


NON-INTEREST EXPENSE
Salary and benefits                                         1,001,912             257,734            1,763,530            378,023
Depreciation                                                   70,923              20,851              130,868             23,351
Occupancy                                                     205,617              41,279              420,845            102,083
Professional fees                                             191,862              68,074              314,738            129,535
Other operating expenses                                      401,204              57,602              650,345             97,468
                                                              -------             -------              -------            -------

          Total non-interest expense                        1,871,518             445,540            3,280,326            730,460
                                                            ---------             -------            ---------            -------


          Net loss before income taxes                     (1,006,554)           (323,386)          (1,830,871)          (508,686)

Provision for income taxes                                          -                   -                    -                  -
                                                              -------             -------              -------            -------

          NET LOSS                                       $ (1,006,554)         $ (323,386)        $ (1,830,871)        $ (508,686)
                                                         ============          ==========         ============         ==========

          Basic and diluted loss per share                    $ (0.24)            $ (0.23)             $ (0.43)           $ (0.37)

          Weighted-average shares outstanding               4,239,509           1,409,509            4,239,509          1,390,074

</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>



                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
    For the three months and six months ended June 30, 1999 and June 30, 1998
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                              Three Months Ended June 30,       Six Months Ended June 30,
                                                              ---------------------------       -------------------------
                                                                  1999             1998            1999            1998
                                                                  ----             ----            ----            ----


<S>                                                           <C>               <C>             <C>               <C>
Net loss                                                      $ (1,006,554)     $ (323,386)     (1,830,871)       (508,686)
Other comprehensive income:
   Unrealized holding loss on available-for-sale
        investment securities, net of tax                         (60,694)               -         (82,327)              -
                                                              ------------      ----------      ----------        --------

Comprehensive income                                          $ (1,067,248)     $ (323,386)     (1,913,198)       (508,686)
                                                              ============      ==========      ==========        ========

</TABLE>


See accompanying notes to consolidated financial statements.


                                       5

<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
            For the Six Months Ended June 30, 1999 and June 30, 1998
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                              Additional
                                                                     Common    Paid-in   Accumulated
                                                            Shares    Stock    Capital    Deficit
                                                            ------   -------- ---------- -----------

<S>                                                          <C>      <C>       <C>       <C>
Balance, January 1, 1998 ................................    1,175    $1,175     7,621      (145)

Issuance of 235 shares of common stock
    at $7.50 per share, net of costs ....................      235       235     1,525       -

Payment of subscription receivable ......................

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

BALANCE, June 30, 1998 ..................................    1,410    $1,410     9,146      (654)
                                                             =====    ======     =====    ======


Balance, January 1, 1999 ................................    4,240    $4,240    32,327    (1,842)

Net loss ................................................

Change in unrealized holding loss on investment
    securities available for sale, net of tax ...........      -         -         -


Total Comprehensive Loss ................................

Reversal of Expense Accrual from Public Offering ........      -         -         138       -

BALANCE, June 30, 1999 ..................................    4,240    $4,240    32,465    (3,672)
                                                             =====    ======     =====    ======
</TABLE>
<TABLE>
<CAPTION>
                                                               Accumulated
                                                                  Other         Uncollected
                                                               Comprehensive    Subscription
                                                                  Income         Receivable         Total
                                                               -------------    ------------      --------

<S>                                                               <C>              <C>             <C>
Balance, January 1, 1998 ................................            -              (100)           8,551

Issuance of 235 shares of common stock
    at $7.50 per share, net of costs ....................            -                -             1,760

Payment of subscription receivable ......................                            100              100

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

BALANCE, June 30, 1998 ..................................            -                -             9,902
                                                                  ======           =======          =====


Balance, January 1, 1999 ................................              3              -            34,728

Net loss ................................................              -              -            (1,830)

Change in unrealized holding loss on investment
    securities available for sale, net of tax ...........            (83)             -               (83)


Total Comprehensive Loss ................................                                          (1,913)

Reversal of Expense Accrual from Public Offering ........            -                -               138

BALANCE, June 30, 1999 ..................................            (80)             -            32,953
                                                                  ======           =======          =====
</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, 1999 and June 30, 1998
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                                      Six Months Ended June 30,
                                                                                                      -------------------------
                                                                                                   1999                       1998
                                                                                                   ----                       ----
<S>                                                                                              <C>                         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                                                                  $ (1,831)                   $ (509)
       Adjustments to reconcile net loss to net cash used in operating activities:
             Realized gain on investment securities                                                   (12)                        -
             Depreciation                                                                             131                        27
             Provision for loan losses                                                                189                         3
             Increase in accrued interest and other assets                                           (647)                     (143)
             Increase in accrued interest and other liabilities                                       319                       300
                                                                                                ---------                   -------
             NET CASH USED IN OPERATING ACTIVITIES                                                 (1,851)                     (322)
                                                                                                ---------                   -------

CASH FLOWS FROM INVESTING ACTIVITIES:
             Purchase of fixed assets                                                              (1,799)                   (1,203)
             Proceeds from sale of investment securities                                            3,285                         -
             Purchases of investment securities available for sale                                   (171)                     (240)
             Redemptions of investment securities                                                   3,864                         -
             Net increase in loan portfolio                                                       (15,319)                     (341)
                                                                                                ---------                   -------
             NET CASH USED IN INVESTING ACTIVITIES                                                (10,140)                   (1,784)
                                                                                                ---------                   -------

CASH FLOWS FROM FINANCING ACTIVITIES:
             Net increase in deposits                                                               9,266                     4,801
             Net increase in short-term borrowings                                                  3,000                         -
             Proceeds from stock issuance, net                                                          -                     1,759
             Reversal of expense accrual from public offering                                         138                         -
             Decrease in subscription receivables                                                       -                     4,610
             Repayment of borrowings                                                                    -                      (185)
                                                                                                ---------                   -------
             NET CASH PROVIDED BY FINANCING ACTIVITIES                                             12,404                    10,985
                                                                                                ---------                   -------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                             413                     8,879
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                   25,350                     4,283
                                                                                                ---------                   -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                       $ 25,763                  $ 13,163
                                                                                                =========                   =======

Supplemental disclosure of cash flow information
       Cash paid during period for interest:                                                    $ 424,915                   $ 8,458
                                                                                                =========                   =======

</TABLE>


          See accompanying notes to consolidated financial statements.


                                       7
<PAGE>


                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 1999
                                   (Unaudited)

Note 1

Organization

Cardinal  Financial  Corporation (the "Company") was  incorporated  November 24,
1997 under the laws of the  Commonwealth  of Virginia as a holding company whose
activities consist of investment in its wholly owned subsidiary,  Cardinal Bank,
N.A. and as of February 1, 1999  investment  in its new wholly owned  investment
advisory subsidiary, Cardinal Wealth Services, Inc.

Basis of Presentation

In the opinion of management,  the accompanying condensed consolidated financial
statements have been prepared in accordance with generally  accepted  accounting
principles for interim financial information.  Accordingly,  they do not include
all of the information and footnotes required by generally  accepted  accounting
principles for complete financial statements. 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, 1999 are not  necessarily  indicative of the results to be expected for
the full  year  ending  December  31,  1999.  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-K for the year ended December 31, 1998.



                                       8
<PAGE>


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


General

Cardinal  Financial  Corporation  (the  "Company")  is the  holding  company for
Cardinal Bank, N.A. (the "Bank"),  which  commenced  operations on June 8, 1998,
and Cardinal Wealth Services,  Inc., an investment  advisory  subsidiary,  which
commenced  operations  on February  1, 1999.  Both  subsidiaries  are located in
Fairfax, Virginia.

The Company  funded its  start-up  and  organizational  costs  through a private
offering (the "Private  Offering") of 1,409,509  shares of its common stock, par
value $1.00 per share (the "Common  Stock"),  in the fourth  quarter of 1997 and
the first  quarter of 1998.  The total  proceeds  to the  Company in the Private
Offering were $10.6  million,  of which $8.0 million were used to capitalize the
Bank. In addition,  the Company raised additional  capital for general corporate
purposes  and to  support  the growth of assets  and  deposits  through a public
offering  (the "Public  Offering")  of  2,830,000  shares of Common Stock in the
third quarter of 1998. The total proceeds to the Company in the Public  Offering
were $26.1 million, after deducting underwriting discounts and expenses.

The following  discussion presents  management's  discussion and analysis of the
consolidated  financial condition of the Company as of June 30, 1999 and for the
three  months  and six  months  ended  June 30,  1999 and  June 30,  1998.  This
discussion should be read in conjunction with the Company's  Unaudited Condensed
Consolidated  Financial  Statements and the notes thereto appearing elsewhere in
this report.  Since principal  banking  operations  commenced on June 8, 1998, a
comparison  of the  June 30,  1999  results  (when  banking  operations  were in
progress)  to  those  of June  30,  1998  (with  only  three  weeks  of  banking
operations) is not meaningful.

Financial Condition

Total  assets of the Company  increased  to $68.1  million at June 30, 1999 from
$57.3 million at December 31, 1998.  Total loans  increased $15.3 million or 94%
to $31.6  million at June 30, 1999 from $16.3  million at December 31, 1998 (see
Table 1 for  details of the loan  portfolio).  The  increase in loans was funded
primarily by a $9.2 million or 42% increase in deposits to $31.1 million at June
30, 1999 from $21.9  million at December 31,  1998,  and also due to the sale of
investment  securities  available for sale which declined $7.1 million or 52% to
$6.6 million at June 30, 1999 from $13.7 million at December 31, 1998 (see Table
2 for  details of  investment  securities  available  for  sale).  Cash and cash
equivalents  including fed funds sold remained flat at $25.8 million at June 30,
1999  compared to $25.4  million at December 31, 1998.  Shareholders'  equity at
June 30, 1999 was $33.0 million  compared to $34.7 million at December 31, 1998.
Book value per share on June 30,  1999 was $7.77  compared  to $8.19 at December
31, 1998.

Results of Operations

The  Company  reported a net loss of $1.01  million  and $1.83  million  for the
second quarter and first six months of 1999, respectively,  compared with $323.4
thousand and $508.7  thousand in the same  periods of 1998.  The increase in the
net loss reflects the  organizational and operational  expenses  associated with
the  Company's  investment  subsidiary  and  three  additional  banks  that  are
scheduled to open in the third quarter of 1999 and the first quarter of 2000.


                                       9
<PAGE>

Net interest  income is the Company's  primary source of earnings and represents
the difference  between  interest and fees earned on interest bearing assets and
the interest paid on interest bearing  liabilities.  Net interest income for the
three and six months  ended June 30,  1999  totaled  $673.5  thousand  and $1.28
million,  respectively,  compared to $124.5 thousand and $224.1 thousand for the
same periods in 1998.

The  Company's  net interest  margin for the three and six months ended June 30,
1999 was 4.57% and 4.54%,  respectively.  The net  interest  margin for the same
periods in 1998 are not meaningful due to the June 1998 opening of the Company's
banking  subsidiary.  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  provisions for loan losses for the three and six months ended June 30, 1999
was $120.7 thousand and $188.8 thousand, respectively, compared to $3.0 thousand
for the same periods in 1998. The allowance for loan losses at June 30, 1999 was
$401 thousand  compared to $212 thousand at December 31, 1998.  The ratio of the
allowance for loan losses to gross loans at June 30, 1999 was 1.27%  compared to
1.30% at December 31, 1998. Due to the Company's  short  history,  management is
currently  maintaining a loan loss allowance comparable to its peers. The amount
of loan loss  provision is  determined  by an  evaluation  of the level of loans
outstanding, the level of non-performing loans, historical loan loss experience,
delinquency  trends,  the amount of actual  losses  charged to the  reserve in a
given period,  and assessment of present and  anticipated  economic  conditions.
Table 4 reflects the components of the allowance for loan losses.

Non-interest  income for the three and six months ended June 30, 1999 was $312.2
thousand  and  $357.4  thousand,  respectively,  compared  to $703  for the same
periods in 1998.  Non-interest income is significantly higher in 1999 due to the
investment  income  generated  by Cardinal  Wealth  Services,  Inc.  which began
operations on February 1, 1999.

Non-interest  expense for the three and six months ended June 30, 1999 was $1.87
million and $3.28  million,  respectively,  compared to $446  thousand  and $730
thousand for the same  periods in 1998.  Non-interest  expense is  significantly
higher in 1999 due to the costs  associated with the  organization  and start-up
operation of the Company's subsidiary that opened in 1999 and those scheduled to
open in late 1999 and early 2000.

Capital Resources

Shareholders'  equity  at June 30,  1999 was  $33.0  million  compared  to $34.7
million at December 31, 1998. The reduction in equity was due to the recognition
of the loss for the six months ended June 30, 1999.

At June 30, 1999 the Company's tier 1 and total  risk-based  capital ratios were
74.2% and 75.1%,  respectively.  At December 31, 1998 the  Company's  tier 1 and
total risk-based  capital ratios were 146.9% and 146.0%,  respectively.  Table 5
reflects the components of regulatory  capital.  The Company's capital structure
places it well above minimum  regulatory  requirements.  The Company maintains a
strong  capital base in order to implement its growth  strategy,  which includes
the funding of three additional bank  subsidiaries,  as well as ensuring that it
has the resources to protect against the risks inherent in its business.

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,
1999,  cash,  cash  equivalents  and  investment  securities  available for sale
totaled $32.4 million or 48% of total assets compared to $39.0 million or 68% of
total  assets at December  31, 1998.  Management  is  committed  to  maintaining
liquidity at a level

                                       10
<PAGE>

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 securities  and loan  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 at June 30, 1999.  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.  Given the Company's short history,  and anticipated growth,  management
has maintained a high positive short-term gap.

Year 2000 Compliance

As the year 2000 approaches,  an important  business issue has emerged regarding
how existing  software  programs and operating systems can accommodate this date
value. Many existing  application software products were designed to accommodate
a two-digit year. For example, "98" is stored on the systems and represents 1998
and "00" represents 1900.

The Company  utilizes a third-party  vendor for processing  its primary  banking
applications.  In  addition,  the Company also uses  several  other  third-party
vendors for  ancillary  computer  applications.  All third party vendors for the
Company's banking  applications either are already Year 2000 ready or are in the
final process of modifying,  upgrading or replacing their computer  applications
to ensure Year 2000 compliance.  Because the Company was recently formed, all of
its data  processing  equipment is new and is Year 2000 ready.  The Company does
not expect to incur any material expense to replace data processing equipment.

The Company continues to execute its Year 2000-compliance  program to review the
Year 2000 issues  faced by its  third-party  vendors.  Under this  program,  the
Company examined the need for  modifications or replacement of all non-compliant
software.  The  Company's  recent  entrance  into the market has  allowed it the
opportunity to screen third party vendors.  Vendors chosen are already compliant
or are in the process of becoming Year 2000 compliant.  Data  processing  vendor
contracts have Year 2000 clauses, which allow the Company to test for compliance
and to cancel without penalty if a vendor does not meet its Year 2000-compliance
plan. The Company has satisfactorily  completed testing of its primary operating
system. All hardware has been certified compliant. All of the Company's critical
outsource  partners  have  satisfactorily  reported  successful  testing and the
Company does not contemplate changing any vendors.

The Company does not expect the cost of its Year 2000  compliance  program to be
material to its financial condition,  and has and continues to expect to satisfy
compliance without material  disruption of its operations.  The Company has used
internal staff for testing purposes as well as third-party vendors as necessary.
The Company does not  separately  track the internal costs incurred for its Year
2000 compliance program and such costs are principally the related payroll costs
for its test team. While unlikely, based on satisfactory testing and monitoring,
in  the  event  that  the   Company's   significant

                                       11
<PAGE>


vendors,  including its correspondent,  the Federal Reserve Bank of Richmond, do
not successfully achieve Year 2000 compliance,  the Company's business,  results
of operations or financial condition could be adversely affected.

The Company's  contingency plan has been completed and tested. The plan provides
an outline for operating in any worst case scenario.

The Company is subject to periodic review by its primary  regulator,  the Office
of the  Comptroller of the Currency,  to ensure  existence of and adherence to a
Year 2000 compliance plan.

Forward Looking Statements

This report contains certain forward-looking statements, which can be identified
by the use of  forward-looking  terminology  such as  "may,"  "will,"  "expect,"
"estimate,"  or  "continue,"  or  the  negative   thereof  or  other  comparable
terminology.  The Company  cautions  readers  that  certain  important  factors,
including,  among others,  problems with terminology  utilized by the Company as
described  above,  in some cases have affected,  and in the future could affect,
the Company's  actual  results and could cause the Company's  actual  results in
1999 and beyond to differ materially from those expressed in any forward-looking
statements in this report.  Reference is made to the "Risk  Factors"  section of
the  Prospectus  dated July 17, 1998 that is part of the Company's  Registration
Statement on Form SB-2  (Registration No. 333-52279) and that was filed with the
Securities  and  Exchange  Commission  on July 20, 1998  pursuant to Rule 424(b)
under the  Securities  Act of 1933, as amended,  for a description of certain of
these important factors.



                                       12
<PAGE>


Table 1.
                 Cardinal Financial Corporation and Subsidiaries
                                      Loans
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                      June 30,                      December 31,
                                                       1999                             1998
                                        ----------------------------    -----------------------------

<S>                                            <C>          <C>                  <C>         <C>
Commercial                                      $ 7,995      25.25%               $ 5,138     31.43%
Real estate - commercial                          9,882      31.21%                 3,507     21.46%
Real estate - construction                        1,069       3.38%                   760      4.65%
Real estate - residential                         8,608      27.18%                 5,529     33.83%
Home equity lines                                 2,827       8.93%                 1,040      6.37%
Consumer                                          1,284       4.05%                   369      2.26%

Gross loans                                    $ 31,665     100.00%              $ 16,343    100.00%

Less: unearned income, net                          (20)        -                     (16)        -
Less: allowance for loan loss                      (401)        -                    (212)        -
                                        ============================    =============================
Total net loans                                $ 31,244         -                $ 16,115         -
                                        ============================    =============================
</TABLE>
                                       13
<PAGE>


Table 2.
                 Cardinal Financial Corporation and Subsidiaries
                   Investment Securities - Available for Sale
                               As of June 30, 1999
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                  Amortized       Market     Unrealized     Average
                                                                     Par Value        Cost         Value      Gain/(Loss)     Yield
                                                                     ---------        ----         -----      -----------     -----
<S>                                                                 <C>             <C>           <C>            <C>         <C>
U.S. Government Agencies
     Within one year                                                    $ -             -             -            -         0.00%
     One to five years                                                4,000         4,001         3,948          (53)        5.63%
     Five to ten years                                                    -             -             -            -         0.00%
     After ten years                                                    500           499           460          (39)        6.26%
                                                                    -------         -----         -----         ----         ----
            Total U.S Government Agencies                           $ 4,500         4,500         4,408          (92)        5.70%
                                                                    -------         -----         -----         ----         ----

Mortgage-Backed Securities
     Within one year                                                    315           315           316            1         5.71%
     One to five years                                                    -             -             -            -         0.00%
     Five to ten years                                                  334           335           333           (2)        5.35%
     After ten years                                                  1,226         1,232         1,202          (30)        5.71%
                                                                    -------         -----         -----         ----         ----
            Total Mortgage-Backed Securities                        $ 1,875         1,882         1,851          (31)        5.65%
                                                                    -------         -----         -----         ----         ----

Other Securities
     Within one year                                                      -             -             -            -             -
     One to five years                                                    -             -             -            -             -
     Five to ten years                                                    -             -             -            -             -
     After ten years                                                    390           390           390            -         6.25%
                                                                    -------         -----         -----         ----         ----
            Total Other Securities                                    $ 390           390           390            -         6.25%
                                                                    -------         -----         -----         ----         ----
            Total Investment Securities Available for Sale          $ 6,765         6,772         6,649         (123)        5.71%
</TABLE>
                                       14
<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
    1999      1998       1999      1998                                         1999    1998       (Decrease)      Rate      Volume
------------------------------------------                                     -----------------------------------------------------
<S>           <C>     <C>         <C>     <C>                                    <C>        <C>       <C>          <C>          <C>
                                                      Interest Income

                                          Loans:
 $ 6,542      $ -     8.55%       0.00%             Commercial                   $ 141      $ -       $ 141        $ 141        $ -
   7,153        -     7.88%       0.00%             Real estate - commercial       142        -         142        $ 142        $ -
     971        -     7.97%       0.00%             Real estate - construction      20        -          20        $  20        $ -
   6,427        -     7.24%       0.00%             Real estate - residential      118        -         118        $ 118        $ -
   2,157        -     6.41%       0.00%             Home equity lines               35        -          35        $  35        $ -
   1,085        -     8.51%       0.00%             Consumer                        23        -          23        $  23        $ -
------------------------------------------------------------------------------------------------------------------------------------
  24,335        -     7.79%       0.00%                       Total loans          479        -         479        $ 479        $ -
------------------------------------------------------------------------------------------------------------------------------------

   7,088        -     5.55%       0.00%   Investment Securities - AFS               99        -          99        $  99        $ -

       -        -     0.00%       0.00%   Money Market Accounts                      -        -           -        $   -        $ -

  27,083        -     4.73%       0.00%   Federal funds sold                       323        -         323        $ 323        $ -

------------------------------------------------------------------------------------------------------------------------------------
$ 58,507      $ -     6.10%       0.00%   Total interest-earning assets          $ 902      $ -       $ 902        $ 902        $ -
====================================================================================================================================


                                                   Interest Expense

   2,216        -     2.06%       0.00%             Interest Checking               11        -          11        $  11        $ -
   5,343        -     3.62%       0.00%             Money Markets                   48        -          48        $  48        $ -
     173        -     2.97%       0.00%             Statement Savings                1        -           1        $   1        $ -
  13,813        -     4.78%       0.00%             Certificates of Deposit        165        -         165        $ 165        $ -
     683        -     5.33%       0.00%             FHLB Short-Term Advances         9        -           9        $   9        $ -
------------------------------------------------------------------------------------------------------------------------------------
  22,228        -     4.24%       0.00%   Total interest-bearing liabilities       235        -         235        $ 235        $ -

  40,122        -                         Other Sources - Net                        -        -           -            -          -
------------------------------------------------------------------------------------------------------------------------------------
  62,350        -     1.53%       0.00%   Total Sources of Funds                   235        -         235          235          -
------------------------------------------------------------------------------------------------------------------------------------

$ 36,278      $ -     4.57%       0.00%   Net Interest Margin                    $ 667      $ -       $ 667        $ 667        $ -
====================================================================================================================================
</TABLE>

                                       15
<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
 1999      1998       1999      1998                                         1999      1998       (Decrease)       Rate      Volume
---------------------------------------                                     -------------------  -------------  -------------------
<S>           <C>     <C>         <C>    <C>                                  <C>          <C>         <C>           <C>       <C>
                                                 Interest Income
                                          Loans:
 $ 6,487      $ -     8.33%       0.00%             Commercial                $ 272        $ -         $ 272         $ 272     $ -
   5,515        -     7.83%       0.00%             Real estate - commercial    217          -           217         $ 217     $ -
     657        -     9.10%       0.00%             Real estate - construction   30          -            30         $  30     $ -
   6,050        -     7.22%       0.00%             Real estate - residential   220          -           220         $ 220     $ -
   1,687        -     6.32%       0.00%             Home equity lines            54          -            54         $  54     $ -
     838        -     8.51%       0.00%             Consumer                     36          -            36         $  36     $ -
-----------------------------------------------------------------------------------------------------------------------------------
  21,233        -     7.75%       0.00%                       Total loans       828          -           828         $ 828     $ -

   8,269        -     5.55%       0.00%   Investment Securities - AFS           231          -           231         $ 231     $ -

       -        -     0.00%       0.00%   Money Market Accounts                   -          -             -         $   -     $ -

  26,991        -     4.75%       0.00%   Federal funds sold                    644          -           644         $ 644     $ -

-----------------------------------------------------------------------------------------------------------------------------------
$ 56,493      $ -     5.99%       0.00%   Total interest-earning assets     $ 1,703        $ -       $ 1,703       $ 1,703     $ -
===================================================================================================================================


                                                 Interest Expense

   2,065        -     2.06%       0.00%             Interest Checking            21          -            21         $  21     $ -
   4,824        -     3.61%       0.00%             Money Markets                86          -            86         $  86     $ -
     142        -     2.97%       0.00%             Statement Savings             2          -             2         $   2     $ -
  12,950        -     4.83%       0.00%             Certificates of Deposit     310          -           310         $ 310     $ -
     343        -     5.33%       0.00%             FHLB Short-Term Advances      9          -             9         $   9     $ -
-----------------------------------------------------------------------------------------------------------------------------------
  20,325        -     4.19%       0.00%   Total interest-bearing liabilities    429          -           429         $ 429     $ -

  39,455        -                         Other Sources - Net
-----------------------------------------------------------------------------------------------------------------------------------
  59,780        -     1.45%       0.00%   Total Sources of Funds                429          -           429           429       -
-----------------------------------------------------------------------------------------------------------------------------------

$ 36,168      $ -     4.54%       0.00%   Net Interest Margin               $ 1,274        $ -       $ 1,274       $ 1,274     $ -
===================================================================================================================================
</TABLE>

                                       16
<PAGE>


Table 4.
                 Cardinal Financial Corporation and Subsidiaries
                            Allowance for Loan Losses
                                 (In Thousands)
                                   (Unaudited)

                                               For the six         For the year
                                               months ended            ended
                                                  June 30,          December 31,
                                                    1999              1998
                                               ------------         ------------
Beginning balance                                  $ 212               $ -

Provision for loan losses                            189               212

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                                        -                 -

Ending Balance                                     $ 401             $ 212
================================================================================



Loans:
            Total at period end                 $ 31,665          $ 16,343
Allowance for loan losses to:
            Period-end loans                       1.27%             1.30%


                                       17
<PAGE>


Table 5.
                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
                               Capital Components
                               As of June 30, 1999
                                 (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>
    Total risk based capital to risk weighted assets       $ 33,633   75.11%        $3,582  >=  8.00%         $4,478  >= 10.0%

    Tier I capital to risk weighted assets                   33,233   74.21%         1,791  >= 4.00%           2,687  >=  6.0%

    Leverage ratio total risk based capital to quarterly
      average assets                                         33,633   53.34%         1,791  >= 4.00%           2,239  >=  5.0%


</TABLE>
                                       18
<PAGE>


Table 6.
                         Cardinal Financial Corporation
              Interest Rate Sensitivity Gap Analysis - Consolidated
                               As of June 30, 1999
                                 (In thousands)

<TABLE>
<CAPTION>


                                                               1-90        91-180      181-365        1-5        Over 5
                                                               Days         Days        Days         Years       Years        TOTAL
                                                               ----         ----        ----         -----       -----        -----
<S>                                                           <C>         <C>          <C>          <C>          <C>
                        ASSETS
Investment Securities
U.S. Government agency securities                                  -           -            -        3,948         460     $  4,408
Mortgage-backed securities                                         -         315          333          390         813        1,851
Other securities                                                   -           -            -            -         391          391
-----------------------------------------------------------------------------------------------------------------------------------
Total Investment Securities                                        -         315          333        4,338       1,664        6,650
-----------------------------------------------------------------------------------------------------------------------------------
Federal Funds Sold                                            24,191                                                         24,191
-----------------------------------------------------------------------------------------------------------------------------------
Loans
Variable rate loans                                            8,232       2,752            3       13,977           -       24,964
Fixed rate loans                                                 901           -          631        4,931         652        7,115
-----------------------------------------------------------------------------------------------------------------------------------
Total Gross Loans                                              9,133       2,752          634       18,908         652       32,079
-----------------------------------------------------------------------------------------------------------------------------------
Total Earning Assets                                          33,324       3,067          967       23,246       2,316     $ 62,920
-----------------------------------------------------------------------------------------------------------------------------------
Cumulative Rate Sensitive Assets                              33,324      36,391       37,358       60,604      62,920
----------------------------------------------------------------------------------------------------------------------

Liabilities and Shareholders' Equity
Deposits
Demand deposits                                                8,641           -            -            -           -     $  8,641
Interest checking                                              2,007           -            -            -           -        2,007
Statement savings                                                181           -            -            -           -          181
Money market accounts                                          5,372           -            -            -           -        5,372
Certificates of deposit                                        2,322       5,377        6,518          767           -       14,984
-----------------------------------------------------------------------------------------------------------------------------------
Total Deposits                                                18,523       5,377        6,518          767           -       31,185
-----------------------------------------------------------------------------------------------------------------------------------
Other liabilities                                                  -           -            -            -           -            -
-----------------------------------------------------------------------------------------------------------------------------------
Total Interest Bearing Liabilities                            18,523       5,377        6,518          767           -     $ 31,185
-----------------------------------------------------------------------------------------------------------------------------------
Cumulative Rate Sensitive Liabilities                         18,523      23,900       30,418       31,185      31,185
----------------------------------------------------------------------------------------------------------------------

Gap                                                           14,801      (2,310)      (5,551)      22,479       2,316
Cumulative Gap                                                14,801      12,491        6,940       29,419      31,735
Gap/ Total Assets                                             21.73%      -3.39%       -8.15%       33.01%       3.40%
Cumulative Gap/ Total Assets                                  21.73%      18.34%       10.19%       43.20%      46.60%
Rate Sensitive Assets/ Rate Sensitive Liabilities               1.80        0.57         0.15        30.31           -
Cumulative RSA/ Cumulative RSL                                  1.80        1.52         1.23         1.94        2.02

</TABLE>

                                       19
<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 Thursday,
                  June 10, 1999. The Shareholders voted on the election of three
                  individuals to serve as directors of the Company for a term of
                  three years each and a proposal to approve the Company's  1999
                  Stock Option Plan.  The results of the voting on these matters
                  are set forth below.
<TABLE>
<CAPTION>


                                                        Election of Directors

                                                                                                          Broker
                                                         For             Against          Withheld       Non-Votes

<S>                                                   <C>                <C>               <C>              <C>
                 Nancy K. Falck                       3,266,769             --             71,833           --
                 L. Burwell Gunn, Jr.                 3,266,769             --             71,833           --
                 Jones V. Isaac                       3,266,769             --             71,833           --

                                                 Approval of 1999 Stock Option Plan

                                                                                                          Broker
                                                         For             Against           Abstain       Non-Votes

<S>                                                   <C>                <C>               <C>              <C>
                 1999 Stock Option Plan               1,713,737          242,769           52,233           --
</TABLE>

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

Item 5.  Other Information

                  Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

                  (a)   Exhibits

                        27  Financial Data Schedule (filed electronically only).

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


                                       20
<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 16, 1999                    /s/ L. Burwell Gunn, Jr.
                                        ---------------------------------------
                                        L. Burwell Gunn, Jr.
                                        President and Chief Executive Officer



Date:  August 16, 1999                    /s/ Joseph L. Borrelli
                                        ---------------------------------------
                                        Joseph L. Borrelli
                                        Chief Financial Officer