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, 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:

          4,242,634 shares of common stock, par value $1.00 per share,
                      outstanding as of September 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)
                  September 30, 1999 and December 31, 1998...................................................3

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

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

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

                  Consolidated Statements of Cash Flows (Unaudited)
                  For the Nine Months Ended September 30, 1999 and September 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.........................................................10


Part II.      Other Information

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

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

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

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

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

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

Signatures
</TABLE>


                                       2
<PAGE>

                        PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CONDITION
                 As of September 30, 1999 and December 31, 1998
                        (In thousands, except share data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                 September 30,           December 31,
                                                                                     1999                    1998
                                                                              ------------------      ------------------
<S>                                                                                    <C>                     <C>
ASSETS

Cash & due from banks                                                                  $  2,880                $  1,073
Federal funds sold                                                                       24,453                  24,277
                                                                              ------------------      ------------------
Total cash and cash equivalents                                                          27,333                  25,350

Investment securities available for sale                                                  6,872                  13,697

Loans receivable, net of fees                                                            44,497                  16,327
Less: Allowance for loan losses                                                             613                     212
                                                                              ------------------      ------------------
                                                                                         43,884                  16,115

Premises and equipment, net                                                               4,205                   1,829
Accrued interest and other assets                                                           616                     304
                                                                              ------------------      ------------------

          Total Assets                                                                 $ 82,910                $ 57,295
                                                                              ==================      ==================


LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                               $ 47,175                $ 21,867
Borrowings                                                                                3,000                       -
Accrued interest and other liabilities                                                    1,037                     700

          Total Liabilities                                                              51,212                  22,567

Common stock, $1 par value, 50,000,000 shares authorized,
     shares outstanding 4,242,634 at September 30, 1999 and
     4,239,509 at December 31, 1998                                                       4,243                   4,240
Additional paid in capital                                                               32,484                  32,327
Accumulated deficit                                                                      (4,928)                 (1,842)
Accumulated other comprehensive income (loss)                                              (101)                      3

          Total Shareholders' Equity                                                     31,698                  34,728

          Total Liabilities and Shareholders' Equity                                   $ 82,910                $ 57,295
</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, 1999 and September 30, 1998
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                           Three Months Ended September 30,         Nine Months Ended September 30,
                                                           --------------------------------         --------------------------------
                                                               1999                1998                 1999                1998
                                                           ------------        ------------         ------------        ------------
<S>                                                        <C>                 <C>                  <C>                 <C>
INTEREST INCOME
Loans receivable                                           $   754,039         $    30,918          $ 1,581,454         $    34,662
Investment securities                                           99,214              74,547              333,310              75,467
Federal funds sold                                             294,246             484,196              938,675             713,230
                                                           ------------        ------------         ------------        ------------

    Total Interest Income                                    1,147,499             589,661            2,853,439             823,359


INTEREST EXPENSE
Deposits                                                       309,703             144,877              734,515             151,525
Borrowings                                                      50,635                   -               50,908               1,616
                                                           ------------        ------------         ------------        ------------

    Total Interest Expense                                     360,338             144,877              785,423             153,141
                                                           ------------        ------------         ------------        ------------

    NET INTEREST INCOME                                        787,161             444,784            2,068,016             670,218

Provision for loan losses                                      212,500              37,960              401,304              40,970
                                                           ------------        ------------         ------------        ------------

    Net interest income after provision for loan losses        574,661             406,824            1,666,712             629,248


NON-INTEREST INCOME
Service charges on deposit accounts                             10,257               1,156               21,949               1,172
Loan service charges                                            58,307               1,200               97,066               1,200
Investment fee income                                          368,553                   -              648,734                   -
Gains from sale of securities                                        -                   -               12,087                   -
Other income                                                     3,214               7,616               17,898               8,302
                                                           ------------        ------------         ------------        ------------

    Total Non-interest income                                  440,331               9,972              797,734              10,674


NON-INTEREST EXPENSE
Salary and benefits                                          1,265,550             399,549            3,029,079             777,572
Depreciation                                                    83,930              71,993              214,798              95,344
Occupancy                                                      209,617              30,934              630,462              91,996
Professional fees                                              186,005              97,189              500,743             226,724
Other operating expenses                                       525,313             251,368            1,175,657             388,243
                                                           ------------        ------------         ------------        ------------

    Total non-interest expense                               2,270,415             851,033            5,550,739           1,579,879
                                                           ------------        ------------         ------------        ------------

    Net loss before income taxes                            (1,255,423)           (434,237)          (3,086,293)           (939,957)

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

    NET LOSS                                               $(1,255,423)        $  (434,237)         $(3,086,293)        $  (939,957)
                                                           ============        ============         ============        ============

    Basic and diluted loss per share                       $     (0.30)        $     (0.12)         $     (0.73)        $     (0.45)

    Weighted-average shares outstanding                      4,241,604           3,523,531            4,240,207           2,109,041
</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, 1999 and September 30, 1998
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                         Three Months Ended September 30,   Nine Months Ended September 30,
                                                       -----------------------------------  -------------------------------
                                                             1999              1998               1999            1998
                                                       ----------------  -----------------  ---------------- --------------
<S>                                                       <C>                  <C>               <C>              <C>
Net income (loss)                                         $ (1,255,423)        $ (434,237)       (3,086,293)      (939,957)
Other comprehensive income:
   Unrealized holding loss on available-for-sale
        investment securities, net of tax                      (21,551)            20,831          (103,878)        20,831
                                                       ----------------  -----------------  ---------------- --------------

Comprehensive income (loss)                               $ (1,276,974)        $ (413,406)       (3,190,171)      (919,126)
                                                       ================  =================  ================ ==============
</TABLE>


See accompanying notes to consolidated financial statements.








                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                               Accumulated
                                                                      Additional                  Other      Uncollected
                                                              Common   Paid-in   Accumulated  Comprehensive  Subscription
                                                    Shares    Stock     Capital    Deficit        Income      Receivable    Total
                                                   -------- --------- ---------- -----------  -------------  ------------ ---------
<S>                                                <C>      <C>       <C>        <C>          <C>            <C>          <C>
Balance, January 1, 1998..........................    1,175   $ 1,175      7,621        (145)             -          (100)    8,551

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

Issuance of 2,830,000 shares of common stock
par value $1, at $10.00 per share, net of costs...    2,830     2,830     23,181           -              -             -    26,011


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

Change in unrealized holding gain on investment
securities available for sale, net of tax.........        -         -          -           -             21             -        21

Net loss..........................................        -         -          -        (940)             -             -      (940)
                                                                                                                          ---------
Total comprehensive loss..........................        -         -          -           -              -             -      (919)

BALANCE, September 30, 1998.......................    4,240   $ 4,240     32,327      (1,085)            21             -    35,503
===================================================================================================================================


Balance, January 1, 1999..........................    4,240   $ 4,240     32,327      (1,842)             3             -    34,728

Issuance of 3,125 shares of common stock
par value $1, at $7.06 per share, net of costs....        3         3         19           -              -             -        22

Reversal of accrued costs related to
public offering...................................        -         -        138           -              -             -       138

Change in unrealized holding loss on investment
securities available for sale, net of tax.........        -         -          -           -           (104)            -      (104)

Net loss..........................................        -         -          -      (3,086)             -             -    (3,086)
                                                                                                                          ---------

Total Comprehensive Loss..........................        -         -          -           -              -             -    (3,190)

BALANCE, September 30, 1999.......................    4,243   $ 4,243     32,484      (4,928)          (101)            -    31,698
===================================================================================================================================
</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, 1999 and September 30, 1998
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                                Nine Months Ended September 30,
                                                                                                -------------------------------
                                                                                                     1999             1998
                                                                                                --------------   --------------
<S>                                                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                                                                 $      (3,086)   $        (940)
       Adjustments to reconcile net loss to net cash used in operating activities:
             Realized gain on investment securities                                                       (12)               -
             Depreciation                                                                                 215               98
             Provision for loan losses                                                                    401               41
             Increase in accrued interest and other assets                                               (313)            (165)
             Increase in accrued interest and other liabilities                                           337              100
             Reversal of accrued costs related to public offering                                         138                -
                                                                                                --------------   --------------
             NET CASH USED IN OPERATING ACTIVITIES                                                     (2,320)            (866)
                                                                                                --------------   --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
             Purchase of fixed assets                                                                  (2,591)          (1,425)
             Proceeds from sale of investment securities                                                3,341                -
             Purchases of investment securities available for sale                                       (637)         (15,556)
             Redemptions of investment securities                                                       4,030                -
             Net increase in loan portfolio                                                           (28,170)          (3,148)
                                                                                                --------------   --------------
             NET CASH USED IN INVESTING ACTIVITIES                                                    (24,027)         (20,129)
                                                                                                --------------   --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
             Net increase in deposits                                                                  25,308           18,335
             Net increase in short-term borrowings                                                      3,000                -
             Proceeds from stock issuance, net                                                             22           27,771
             Decrease in subscription receivables                                                           -            4,610
             Repayment of borrowings                                                                        -                -
                                                                                                --------------   --------------
             NET CASH PROVIDED BY FINANCING ACTIVITIES                                                 28,330           50,716
                                                                                                --------------   --------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                               1,983           29,721
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                       25,350            4,283
                                                                                                --------------   --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                      $      27,333    $      34,004
                                                                                                ==============   ==============


Supplemental disclosure of cash flow information
       Cash paid during period for interest:                                                    $         733    $         158
                                                                                                ==============   ==============
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       7
<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 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  subsidiaries,  Cardinal
Bank, N.A.,  Cardinal Wealth  Services,  Inc.,  Cardinal Bank -  Manassas/Prince
William,  N.A. (as of July 26, 1999),  and Cardinal  Bank - Dulles,  N.A. (as of
August 2, 1999).

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 nine months ended
September 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-KSB for the year ended December 31, 1998.


Note 2

Segment Disclosures

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





                                       8
<PAGE>

Information about reportable segments, and reconciliation of such information to
the consolidated financial statements as of and for the quarter and year to date
ended September 30, follows:

For the Three Months Ended September 30, 1999:
<TABLE>
<CAPTION>
                                            Commercial      Investment      Intersegment
                                             Banking         Advisory       Elimination        Other        Consolidated
                                         ----------------------------------------------------------------------------------
<S>                                        <C>               <C>            <C>             <C>              <C>
Net interest income                           646,807               -                 -        140,354          787,161
Provision for loan losses                     212,500               -                 -              -          212,500
Non-interest income                            71,778         368,553                 -              -          440,331
Non-interest expense                        1,250,459         554,753                 -        465,202        2,270,415
Net income (loss)                            (744,374)       (186,200)                -       (324,849)      (1,255,423)
Total Assets                               69,606,898         477,197       (19,774,865)    32,600,662       82,909,892
</TABLE>


For the Year to Date September 30, 1999:
<TABLE>
<CAPTION>
                                            Commercial      Investment      Intersegment
                                             Banking         Advisory       Elimination        Other        Consolidated
                                         ----------------------------------------------------------------------------------
<S>                                        <C>              <C>             <C>            <C>               <C>
Net interest income                         1,302,116               -                 -       765,900         2,068,016
Provision for loan losses                     401,304               -                 -             -           401,304
Non-interest income                           149,000         648,734                 -             -           797,734
Non-interest expense                        2,836,484       1,130,218                 -     1,584,037         5,550,739
Net income (loss)                          (1,786,671)       (481,485)                -      (818,137)       (3,086,293)
Total Assets                               69,606,898         477,197       (19,774,865)   32,600,662        82,909,892

</TABLE>


The Company does not have operating  segments other than those reported.  Parent
Company  financial  information  is  included  in the Other  category  above and
represents the overhead  function rather than an operating  segment.  Comparable
information for September 30, 1998 is not shown as the Company had one operating
segment and one subsidiary,  Cardinal Bank, N.A. The investment advisory segment
began  operations  in February  1999.







                                       9
<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
Cardinal  Bank,  N.A.  (operations  commenced on June 8, 1998)  Cardinal  Wealth
Services,  Inc., an investment  subsidiary  (operations commenced on February 1,
1999), Cardinal Bank-Manassas/Prince William, N.A. (operations commenced on July
26, 1999), and Cardinal  Bank-Dulles,  N.A.  (operations  commenced on August 2,
1999).

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
Cardinal Bank,  N.A. in June 1998. In addition,  the Company  raised  additional
capital for general corporate purposes, including the capitalization of Cardinal
Wealth Services, Inc. and three additional banking subsidiaries,  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 and results of operations of the Company as of
September  30, 1999 and for the three and nine months ended  September  30, 1999
and September 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.

Financial Condition

Total  assets of the Company  increased to $82.9  million at September  30, 1999
from $57.3 million at December 31, 1998.  Total loans increased to $44.5 million
at September  30, 1999 from $16.3  million at December 31, 1998 (see Table 1 for
details of the loan  portfolio).  Total  deposits  increased to $47.2 million at
September  30,  1999 from $21.9  million at  December  31,  1998.  Cash and cash
equivalents  including  fed funds sold  increased to $27.3 at September 30, 1999
from $25.4 million at December 31, 1998.  Securities available for sale declined
to $6.9  million at September  30, 1999 from $13.7  million at December 31, 1998
(see Table 2 for  details of  investment  securities  available  for sale).  The
increase  of $28.2  million  in loans was  funded  primarily  through  the $25.3
million  increase in deposits  and $7.4 million  from the sale,  redemption  and
amortization of securities. Shareholders' equity at September 30, 1999 was $31.7
million  compared to $34.7 million at December 31, 1998. Book value per share on
September 30, 1999 was $7.47 compared to $8.19 at December 31, 1998.

Results of Operations

The Company reported a net loss of $1.26 million and $3.09 million for the third
quarter and first nine months of 1999, respectively, compared with $434 thousand
and $940  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 and banking  subsidiaries.  During the quarter, two banking
subsidiaries commenced operations.  Cardinal  Bank-Manassas/Prince William, N.A.
opened on July 26, 1999,  and



                                       10
<PAGE>

Cardinal    Bank-Dulles,    N.A.   opened   on   August   2,   1999.    Cardinal
Bank-Alexandria/Arlington, the Company's fourth banking subsidiary, is scheduled
to open in the first quarter of 2000.

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 nine months ended  September  30, 1999 totaled $787 thousand and $2.07
million, respectively,  compared to $445 thousand and $670 thousand for the same
periods in 1998.

The Company's net interest  margin for the three and nine months ended September
30, 1999 was 4.58% and 4.61%, respectively,  compared to 4.33% and 4.66% for the
same periods in 1998.  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 nine months ended September 30,
1999 was $213 thousand and $401 thousand, respectively, compared to $38 thousand
and $41 thousand for the same periods in 1998.  The allowance for loan losses at
September 30, 1999 was $613  thousand  compared to $212 thousand at December 31,
1998. The ratio of the allowance for loan losses to gross loans at September 30,
1999 was 1.38%  compared to 1.30% at December  31,  1998.  Due to the  Company's
short credit history with its lead bank, Cardinal Bank, N.A., and the opening of
two additional banks in the quarter,  management is currently maintaining a loan
loss allowance  comparable to its peers. The slight increase in the ratio of the
allowance for loan losses to gross loans is related to the opening of additional
banks  in the  third  quarter.  It is  expected  that  this  ratio  will  not be
significantly different at December 31, 1999 from that of December 31, 1998. The
amount of loan loss  provision is usually  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 nine months ended  September 30, 1999 was
$440 thousand and $798 thousand, respectively,  compared to $10 thousand and $11
thousand  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 nine months ended September 30, 1999 was
$2.27  million and $5.55  million,  respectively,  compared to $851 thousand and
$1.58   million  for  the  same  periods  in  1998.   Non-interest   expense  is
significantly higher in 1999 due to the costs associated with the opening of the
investment  subsidiary and the two  additional  banking  subsidiaries.  A fourth
banking subsidiary is anticipated to open in the first quarter of 2000.

Business Segment Operations

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

Commercial Banking

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


                                       11
<PAGE>

Commercial  banking operations for the third quarter 1999 include operations for
three banking subsidiaries. The third quarter of 1998 includes the operations of
only one banking  subsidiary.  Consequently,  the periods are not comparable and
comparisons between the periods are not provided.

For the three months ended September 30, 1999 the commercial banking segment had
a net loss of $744 thousand.  As of September 30, 1999,  total assets were $69.6
million, total loans were $44.5 million and deposits were $47.2 million.

Investment Advisory Services

The investment  advisory services segment provides financial and estate planning
services utilizing a host of products provided through a strategic alliance with
Legg Mason  Financial  Partners.  Operations  for this segment began February 1,
1999. For the three months ended  September 30, 1999,  the  investment  advisory
services  segment had a net loss of $186  thousand.  As of  September  30, 1999,
total assets were $477  thousand and total  assets under  management  were $49.3
million.

Capital Resources

Shareholders'  equity at September 30, 1999 was $31.7 million  compared to $34.7
million at December  31,  1998.  The  reduction  in equity was due  primarily to
operating losses for the nine months ended September 30, 1999.

At September 30, 1999 the Company's tier 1 and total  risk-based  capital ratios
were 55.4% and 56.5%,  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 four bank subsidiaries and an investment  subsidiary,  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
September 30, 1999, cash, cash equivalents and investment  securities  available
for sale totaled $34.2 million or 41% 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 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.


                                       12
<PAGE>

The data in Table 6 reflects re-pricing or expected maturities of various assets
and  liabilities  as of September  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 mission critical vendors for
the Company's banking  applications are Year 2000 ready. Because the Company was
recently  formed,  all of its data processing  equipment is new and is Year 2000
ready. The Company does not expect to incur any material expense to replace data
processing equipment.

The Company has  executed  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 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
reported  successful  testing and are Year 2000 compliant.  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  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   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 the Company's expected 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  technology  utilized by the Company as
described  above,  in some cases have


                                       13
<PAGE>

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.











                                       14
<PAGE>
Table 1.
                                Cardinal Financial Corporation and Subsidiaries
                                                   Loans, net
                                                 (In thousands)
                                                  (Unaudited)
<TABLE>
<CAPTION>
                                                    September 30,                         December 31,
                                                        1999                                  1998
                                         ----------------------------------    ----------------------------------
<S>                                              <C>                <C>                 <C>               <C>
Commercial                                       $ 13,886           31.20%              $  5,138          31.43%
Real estate - commercial                           15,847           35.61%                 3,507          21.46%
Real estate - construction                            415            0.93%                   760           4.65%
Real estate - residential                           9,635           21.65%                 5,529          33.83%
Home equity lines                                   2,862            6.43%                 1,040           6.37%
Consumer                                              908            2.04%                   369           2.26%
Business Manager receivables                          948            2.14%                     -           0.00%
                                         ------------------------------------------------------------------------

Gross loans                                      $ 44,501          100.00%              $ 16,343         100.00%

Less: unearned income, net                             (4)              -                    (16)             -
Less: allowance for loan loss                        (613)              -                   (212)             -
                                         ----------------------------------    ----------------------------------

Total loans, net                                 $ 43,884               -               $ 16,115              -
                                         ==================================    ==================================
</TABLE>






                                       15
<PAGE>

Table 2.
                 Cardinal Financial Corporation and Subsidiaries
                   Investment Securities - Available for Sale
                            As of September 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                                             $ 1,000         1,000           993          (7)          5.31%
     One to five years                                             3,000         3,000         2,949         (51)          5.82%
     Five to ten years                                                 -             -             -           -           0.00%
     After ten years                                                 500           499           440         (59)          6.26%
---------------------------------------------------------------------------------------------------------------------------------
             Total U.S Government Agencies                       $ 4,500         4,499         4,382        (117)          5.76%
---------------------------------------------------------------------------------------------------------------------------------

Mortgage-Backed Securities
     Within one year                                                 255           255           255           -           5.91%
     One to five years                                                 -             -             -           -           0.00%
     Five to ten years                                               273           273           272          (1)          5.38%
     After ten years                                               1,190         1,195         1,159         (36)          5.80%
---------------------------------------------------------------------------------------------------------------------------------
             Total Mortgage-Backed Securities                    $ 1,718         1,723         1,686         (37)          5.75%
---------------------------------------------------------------------------------------------------------------------------------

Other Securities
     Within one year                                                   -             -             -           -               -
     One to five years                                                 -             -             -           -               -
     Five to ten years                                                 -             -             -           -               -
     After ten years                                                 804           804           804           -           6.21%
---------------------------------------------------------------------------------------------------------------------------------
             Total Other Securities                              $   804           804           804           -           6.21%
---------------------------------------------------------------------------------------------------------------------------------
             Total Investment Securities Available for Sale      $ 7,022         7,026         6,872        (154)          5.81%
</TABLE>





                                       16
<PAGE>

Table 3.
                 Cardinal Financial Corporation and Subsidiaries
                            Rate and Volume Analysis
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
    Three Months          Three Months                                             Three Months                     Three Months
 Ended September 30,   Ended September 30,                                      Ended September 30,              Ended September 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:
$ 10,530   $    331     8.28%       8.85%      Commercial                       $  223      $   7       $ 215    $ (15)    $   903
  12,746         81     7.15%       8.64%      Real estate - commercial            233          2         231    $ (49)    $ 1,095
   1,071          -     8.30%       0.00%      Real estate - construction           23          -          23    $  23     $     -
   9,446        253     7.38%       6.45%      Real estate - residential           178          4         174    $  22     $   593
   2,819        169     7.20%       8.76%      Home equity lines                    52          4          48    $ (11)    $   232
   1,053        284     8.32%      18.77%      Consumer                             22         14           9    $ (28)    $   144
------------------------------------------------------------------------------------------------------------------------------------
  37,665      1,118     7.59%      10.80%            Total loans                   731         31         700    $(308)    $ 3,946

   6,783      5,031     5.77%       5.80%   Investment Securities - AFS            100         75          25    $  (1)    $   102

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

  22,995     34,557     5.00%       5.47%   Federal funds sold                     294        483        (190)   $ (28)    $  (633)

------------------------------------------------------------------------------------------------------------------------------------
$ 67,443  $  40,706     6.52%       5.66%   Total interest-earning assets       $1,125      $ 589       $ 536    $(337)    $ 3,415
====================================================================================================================================

                                                     Interest Expense

   2,461        662     2.03%       2.12%      Interest Checking                    13          4           9    $  (1)    $    38
   7,692      4,639     3.61%       3.84%      Money Markets                        70         45          25    $  (4)    $   117
     248        130     2.97%       2.97%      Statement Savings                     2          1           1    $  (0)    $     4
  18,201      6,623     4.90%       5.75%      Certificates of Deposit             225         96         129    $ (39)    $   666
   3,000          -     6.65%       0.00%      FHLB Short-Term Advances             51          -          51    $  51     $     -
------------------------------------------------------------------------------------------------------------------------------------
  31,603     12,054     4.52%       4.78%   Total interest-bearing liabilities     360        145         215    $ (21)    $   935

  41,810     30,705                         Other Sources - Net                      -          -           -        -           -
------------------------------------------------------------------------------------------------------------------------------------
  73,414     42,759     1.95%       1.35%   Total Sources of Funds                 360        145         215      (21)        935
------------------------------------------------------------------------------------------------------------------------------------

$ 35,840   $ 28,652     4.58%       4.31%   Net Interest Margin                 $  764      $ 443       $ 321    $(316)    $ 2,480
====================================================================================================================================
</TABLE>






                                       17
<PAGE>

Table 3 continued.
                 Cardinal Financial Corporation and Subsidiaries
                            Rate and Volume Analysis
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
    Nine Months            Nine Months                                              Nine Months                      Nine Months
Ended September 30,    Ended September 30,                                      Ended September 30,              Ended September 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:
$  7,977   $   140      8.11%       7.06%      Commercial                       $   490     $     7    $   483   $   63     $   553
   7,335        35      8.09%       6.75%      Real estate - commercial             450           2        448   $   75     $   493
     796         -      8.74%       0.00%      Real estate - construction            53           -         53   $   53     $     -
   7,194        85      7.29%       6.47%      Real estate - residential            398           4        394   $   45     $   460
   2,068        57      6.73%       8.75%      Home equity lines                    105           4        102   $  (32)    $   176
     910       120      8.44%      14.95%      Consumer                              58          14         45   $  (45)    $   118
------------------------------------------------------------------------------------------------------------------------------------
  26,282       437      7.80%       9.31%            Total loans                  1,555          31      1,524   $ (300)    $ 2,405

   7,769     1,900      5.61%       5.17%   Investment Securities - AFS             331          75        256   $   26     $   304

       -     1,451      0.00%       2.91%   Money Market Accounts                     -          32        (32)  $    -     $   (42)

  25,641    16,930      4.82%       5.31%   Federal funds sold                      938         682        256   $  (95)    $   463

------------------------------------------------------------------------------------------------------------------------------------
$ 59,692  $ 20,718      6.24%       5.22%   Total interest-earning assets       $ 2,823     $   819    $ 2,004   $ (369)    $ 3,130
====================================================================================================================================

                                                     Interest Expense

   2,199       224      2.05%       2.12%      Interest Checking                     34           4         30   $   (1)    $    42
   5,791     1,550      3.61%       3.87%      Money Markets                        156          45        111   $  (11)    $   164
     178        44      2.97%       2.96%      Statement Savings                      4           1          3   $    0     $     4
  14,715     2,212      4.83%       5.68%      Certificates of Deposit              532          94        438   $  (93)    $   710
   1,011         -      6.65%       0.00%      FHLB Short-Term Advances              51           -         51   $   50     $     -
------------------------------------------------------------------------------------------------------------------------------------
  23,893     4,030      4.35%       4.76%   Total interest-bearing liabilities      777         143        633   $  (73)    $   945

  39,901    30,705                          Other Sources - Net                                  -
------------------------------------------------------------------------------------------------------------------------------------
  63,795    34,735      1.63%       0.55%   Total Sources of Funds                  777         143        633      (73)        945
------------------------------------------------------------------------------------------------------------------------------------

$ 35,799  $ 16,688      4.61%       4.66%   Net Interest Margin                 $ 2,047     $   676    $ 1,371   $ (296)    $ 2,185
====================================================================================================================================
</TABLE>






                                       18
<PAGE>

Table 4.
                      Cardinal Financial Corporation and Subsidiaries
                                 Allowance for Loan Losses
                                       (In Thousands)
                                        (Unaudited)
<TABLE>
<CAPTION>
                                                     For the nine            For the year
                                                     months ended                ended
                                                     September 30,            December 31,
                                                         1999                    1998
                                                   -----------------       -----------------
<S>                                                    <C>                      <C>
Beginning balance                                      $    212                 $      -

Provision for loan losses                                   401                      212

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

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

Net charge-offs                                               -                        -

Ending Balance                                         $    613                 $    212
============================================================================================


Loans:
            Total at period end                        $ 44,501                 $ 16,343
Allowance for loan losses to:
            Period-end loans                              1.38%                    1.30%
</TABLE>






                                       19
<PAGE>

Table 5.
                 Cardinal Financial Corporation and Subsidiaries
                               Capital Components
                            As of September 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       $ 32,413   56.47%      $  4,592  >=  8.00%      $  5,740  >=  10.0%
Tier I capital to risk weighted assets                   31,799   55.40%         2,296  >=  4.00%         3,444  >=   6.0%
Leverage ratio total risk based capital to quarterly
  average assets                                         32,413   39.09%         2,296  >=  4.00%         2,870  >=   5.0%
</TABLE>






                                       20
<PAGE>

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

<TABLE>
<CAPTION>
                                                    1-90     91-180     181-365      1-5      Over 5
                                                    Days      Days        Days      Years      Years     TOTAL
                                                  -------   --------    -------    -------    -------   -------
<S>                                               <C>        <C>        <C>        <C>        <C>      <C>
               ASSETS
Investment Securities
U.S. Government agency securities                      -          -        993      2,949        440   $ 4,382
Mortgage-backed securities                             -        255        272        372        787     1,686
Other securities                                       -          -          -          -        804       804
---------------------------------------------------------------------------------------------------------------
Total Investment Securities                            -        255      1,265      3,321      2,031     6,872
---------------------------------------------------------------------------------------------------------------
Federal Funds Sold                                24,453                                                24,453
---------------------------------------------------------------------------------------------------------------
Loans
Variable rate loans                               11,879      1,847        333     22,000         34    36,093
Fixed rate loans                                     517        909        407      5,941        635     8,409
---------------------------------------------------------------------------------------------------------------
Total Gross Loans                                 12,396      2,756        740     27,941        669    44,502
---------------------------------------------------------------------------------------------------------------
Total Earning Assets                              36,849      3,011      2,005     31,262      2,700  $ 75,827
---------------------------------------------------------------------------------------------------------------
Cumulative Rate Sensitive Assets                  36,849     39,860     41,865     73,127     75,827
---------------------------------------------------------------------------------------------------------------

Liabilities and Shareholders' Equity
Deposits
Demand deposits                                   10,919          -          -          -          -  $ 10,919
Interest checking                                  2,734          -          -          -          -     2,734
Statement savings                                    281          -          -          -          -       281
Money market accounts                              9,802          -          -          -          -     9,802
Certificates of deposit                            5,119      2,150      4,524     11,249        397    23,439
---------------------------------------------------------------------------------------------------------------
Total Deposits                                    28,855      2,150      4,524     11,249        397    47,175
---------------------------------------------------------------------------------------------------------------
Other liabilities                                      -          -          -          -          -         -
---------------------------------------------------------------------------------------------------------------
Total Interest Bearing Liabilities                28,855      2,150      4,524     11,249        397  $ 47,175
---------------------------------------------------------------------------------------------------------------
Cumulative Rate Sensitive Liabilities             28,855     31,005     35,529     46,778     47,175
---------------------------------------------------------------------------------------------------------------

Gap                                                7,994        861     (2,519)    20,013      2,303
Cumulative Gap                                     7,994      8,855      6,336     26,349     28,652
Gap/ Total Assets                                  9.64%      1.04%     -3.04%     24.14%      2.78%
Cumulative Gap/ Total Assets                       9.64%     10.68%      7.64%     31.78%     34.56%
Rate Sensitive Assets/ Rate Sensitive Liabilities   1.28       1.40       0.44       2.78       6.80
Cumulative RSA/ Cumulative RSL                      1.28       1.29       1.18       1.56       1.61
</TABLE>






                                       21
<PAGE>

                          PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings

              Not applicable.

Item 2.  Changes in Securities and Use of Proceeds

              Not applicable.

Item 3.  Defaults Upon Senior Securities

              Not applicable.

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

              No matters were submitted to a vote of security holders during the
              quarter ended September 30, 1999.

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.




                                       22
<PAGE>

                                   SIGNATURES

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


                                          CARDINAL FINANCIAL CORPORATION



Date:  November 15, 1999                  /s/ L. Burwell Gunn, Jr.
                                          --------------------------------------
                                          L. Burwell Gunn, Jr.
                                          President and Chief Executive Officer



Date:  November 15, 1999                  /s/ Joseph L. Borrelli
                                          --------------------------------------
                                          Joseph L. Borrelli
                                          Chief Financial Officer