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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2002

Commission
File No. 0-24557

CARDINAL FINANCIAL CORPORATION(Exact name of registrant as specified in its charter)

|Virginia
(State or other jurisdiction of
incorporation or organization) |  | 54-1874630
(I.R.S. Employer
Identification No.)
|----------------------------------------------------------------------- |  | -----------------------------------------------

10555 Main Street, Suite 500, Fairfax, Virginia, 22030
(Address of principal executive offices)

Issuer's
telephone number including area code: (703) 934-9200

Indicate
by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months Yes ý    No

On
November 12, 2002, there were 10,044,345 shares of Cardinal Financial Corporation Common Stock, par value $1.00 per share, outstanding.

Transitional
Small Business Disclosure Format: Yes    No ý

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CARDINAL FINANCIAL CORPORATION

INDEX TO FORM 10-QSB

|PART IFINANCIAL INFORMATION             
|-----------------------------------------
|Item 1. Financial Statements (Unaudited):
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|Item 2.                                  
|Item 3.                                  
|PART IIOTHER INFORMATION                
|Item 1.                                  
|Item 2.                                  
|Item 3.                                  
|Item 4.                                  
|Item 5.                                  
|Item 6.                                  
|SIGNATURES AND CERTIFICATIONS            

i

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CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
September 30, 2002 and December 31, 2001
(Dollars in thousands, except share data)

|                                                                                                                                                                                        |                                            | (Unaudited)
September 30,
2002 |         | December 31,
2001 |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------ | ------- | ----------------- | -
|Assets                                                                                                                                                                                  |                                           
|Cash and due from banks                                                                                                                                                                 |                                            | $                              | 25,729  |                   | $
|Federal funds sold                                                                                                                                                                      |                                            |                                | 61,186  |                   |  
|                                                                                                                                                                                        |                                            |                                |         |                   |  
|                                                                                                                                                                                        | Total cash and cash equivalents            |                                |         | 86,915            |  
|Investment securities available-for-sale                                                                                                                                                |                                            |                                | 137,945 |                   |  
|Other investments                                                                                                                                                                       |                                            |                                | 1,263   |                   |  
|Loans held for sale                                                                                                                                                                     |                                            |                                |        |                   |  
|Loans receivable, net of fees                                                                                                                                                           |                                            |                                | 216,355 |                   |  
|Allowance for loan losses                                                                                                                                                               |                                            |                                | (3,073  | )                 |  
|                                                                                                                                                                                        |                                            |                                |         |                   |  
|                                                                                                                                                                                        |                                            |                                | 213,282 |                   |  
|Premises and equipment, net                                                                                                                                                             |                                            |                                | 4,610   |                   |  
|Goodwill and other intangibles                                                                                                                                                          |                                            |                                | 646     |                   |  
|Accrued interest and other assets                                                                                                                                                       |                                            |                                | 2,141   |                   |  
|                                                                                                                                                                                        |                                            |                                |         |                   |  
|                                                                                                                                                                                        | Total assets                               |                                | $       | 446,802           |  
|                                                                                                                                                                                        |                                            |                                |         |                   |  
|Liabilities and Shareholders' Equity                                                                                                                                                    |                                           
|Deposits                                                                                                                                                                                |                                            | $                              | 403,668 |                   | $
|Other borrowed funds                                                                                                                                                                    |                                            |                                | 1,000   |                   |  
|Accrued interest and other liabilities                                                                                                                                                  |                                            |                                | 1,404   |                   |  
|                                                                                                                                                                                        |                                            |                                |         |                   |  
|                                                                                                                                                                                        | Total liabilities                          |                                |         | 406,072           |  
|Preferred stock, $1 par value, 10,000,000 shares authorized Series A preferred stock, cumulative convertible, 1,364,686 and 1,364,714 shares outstanding in 2002 and 2001, respectively |                                            |                                | 1,365   |                   |  
|Common stock, $1 par value, 50,000,000 shares authorized, 10,044,345 and 4,294,323 shares outstanding in 2002 and 2001, respectively                                                    |                                            |                                | 10,044  |                   |  
|Additional paid-in capital                                                                                                                                                              |                                            |                                | 51,231  |                   |  
|Accumulated deficit                                                                                                                                                                     |                                            |                                | (24,358 | )                 |  
|Accumulated other comprehensive income (loss)                                                                                                                                           |                                            |                                | 2,448   |                   |  
|                                                                                                                                                                                        |                                            |                                |         |                   |  
|                                                                                                                                                                                        | Total shareholders' equity                 |                                |         | 40,730            |  
|                                                                                                                                                                                        |                                            |                                |         |                   |  
|                                                                                                                                                                                        | Total liabilities and shareholders' equity |                                | $       | 446,802           |  
|                                                                                                                                                                                        |                                            |                                |         |                   |  

See
accompanying notes to consolidated financial statements.

1

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CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and nine months ended September 30, 2002 and 2001
(Dollars in thousands, except per share data)
(Unaudited)

|                                                     |                                                      | Three Months Ended
September 30,                    |            | Nine Months Ended
September 30, |      
|---------------------------------------------------- | ---------------------------------------------------- | --------------------------------------------------- | ---------- | ------------------------------- | -----
|
|Interest income:                                     |                                                      |                                                     |            |                                 |      
|                                                     | Loans receivable                                     |                                                     | $          | 3,737                           |      
|                                                     | Federal funds sold                                   |                                                     |            | 260                             |      
|                                                     | Investment securities available-for-sale             |                                                     |            | 1,471                           |      
|                                                     | Other investments                                    |                                                     |            | 17                              |      
|                                                     |                                                      |                                                     |            |                                 |      
|                                                     |                                                      | Total interest income                               |            |                                 | 5,485
|Interest expense:                                    |                                                      |                                                     |            |                                 |      
|                                                     | Deposits                                             |                                                     |            | 2,603                           |      
|                                                     | Other borrowed funds                                 |                                                     |            | 40                              |      
|                                                     |                                                      |                                                     |            |                                 |      
|                                                     |                                                      | Total interest expense                              |            |                                 | 2,643
|                                                     |                                                      |                                                     |            |                                 |      
|                                                     |                                                      | Net interest income                                 |            |                                 | 2,842
|Provision for loan losses                            |                                                      |                                                     | 95         |                                 |      
|                                                     |                                                      |                                                     |            |                                 |      
|                                                     |                                                      | Net interest income after provision for loan losses |            |                                 | 2,747
|Non-interest income:                                 |                                                      |                                                     |            |                                 |      
|                                                     | Service charges on deposit accounts                  |                                                     |            | 133                             |      
|                                                     | Loan service charges                                 |                                                     |            | 91                              |      
|                                                     | Investment fee income                                |                                                     |            | 188                             |      
|                                                     | Net gain on sales of loans                           |                                                     |            | 3                               |      
|                                                     | Net gain on investment securities available-for-sale |                                                     |            | 121                             |      
|                                                     | Net gain on sales of other assets                    |                                                     |            |                                |      
|                                                     | Other income                                         |                                                     |            | 192                             |      
|                                                     |                                                      |                                                     |            |                                 |      
|                                                     |                                                      | Total non-interest income                           |            |                                 | 728  
|Non-interest expense:                                |                                                      |                                                     |            |                                 |      
|                                                     | Salary and benefits                                  |                                                     |            | 1,368                           |      
|                                                     | Occupancy                                            |                                                     |            | 367                             |      
|                                                     | Professional fees                                    |                                                     |            | 235                             |      
|                                                     | Depreciation                                         |                                                     |            | 176                             |      
|                                                     | Writedown on WorldCom bond                           |                                                     |            |                                |      
|                                                     | Amortization of intangibles                          |                                                     |            |                                |      
|                                                     | Other operating expenses                             |                                                     |            | 900                             |      
|                                                     |                                                      |                                                     |            |                                 |      
|                                                     |                                                      | Total non-interest expense                          |            |                                 | 3,046
|                                                     |                                                      |                                                     |            |                                 |      
|                                                     |                                                      | Net income (loss) before income taxes               |            |                                 | 429  
|Provision for income taxes                           |                                                      |                                                     |           |                                 |      
|                                                     |                                                      |                                                     |            |                                 |      
|Net income (loss)                                    |                                                      | $                                                   | 429        |                                 | $    
|                                                     |                                                      |                                                     |            |                                 |      
|Dividends to preferred shareholders                  |                                                      |                                                     | 124        |                                 |      
|                                                     |                                                      |                                                     |            |                                 |      
|Net income (loss) to common shareholders             |                                                      | $                                                   | 305        |                                 | $    
|                                                     |                                                      |                                                     |            |                                 |      
|Basic and diluted earnings (loss) per common share   |                                                      | $                                                   | 0.03       |                                 | $    
|                                                     |                                                      |                                                     |            |                                 |      
|Weighted-average common shares outstanding  basic   |                                                      |                                                     | 10,044,345 |                                 |      
|                                                     |                                                      |                                                     |            |                                 |      
|Weighted-average common shares outstanding  diluted |                                                      |                                                     | 10,142,930 |                                 |      
|                                                     |                                                      |                                                     |            |                                 |      

See accompanying notes to consolidated financial statements.

2

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CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
For the three and nine months ended September 30, 2002 and 2001
(Dollars in thousands)
(Unaudited)

|                            |                                                             | Three Months Ended
September 30, |       | Nine Months Ended
September 30, |  
|--------------------------- | ----------------------------------------------------------- | -------------------------------- | ----- | ------------------------------- | -
|
|Net income (loss)           |                                                             | $                                | 429   |                                 | $
|Other comprehensive income: |                                                             |                                  |       |                                 |  
|                            | Unrealized gain on available-for-sale investment securities |                                  |       | 1,581                           |  
|                            |                                                             |                                  |       |                                 |  
|Comprehensive income (loss) |                                                             | $                                | 2,010 |                                 | $
|                            |                                                             |                                  |       |                                 |  

See
accompanying notes to consolidated financial statements.

3

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CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the nine months ended September 30, 2002 and 2001
(Dollars in thousands)
(Unaudited)

|                                                                      |  | Preferred
Shares |  | Preferred
Stock |       | Common
Shares |        | Common
Stock |   | Additional
Paid-in
Capital |  | Accumulated
Deficit |        | Accumulated
Other
Comprehensive
Income (Loss) |   | Total   |  
|--------------------------------------------------------------------- |  | ---------------- |  | --------------- | ----- | ------------- | ------ | ------------ | - | -------------------------- |  | ------------------- | ------ | --------------------------------------------- | - | ------- | -
|Balance, December 31, 2000                                            |  | 1,411            |  | $               | 1,411 |               | 4,253  |              | $ | 4,253                      |  | $                   | 38,466 |                                               | $ | (10,022 | )
|Issuance of stock awards                                              |  |                 |  |                 |      |               | 3      |              |   | 3                          |  |                     | 3      |                                               |   |        |  
|Stock options exercised                                               |  |                 |  |                 |      |               | 1      |              |   | 1                          |  |                     | 3      |                                               |   |        |  
|Dividends on preferred stock                                          |  |                 |  |                 |      |               |       |              |   |                           |  |                     |       |                                               |   | (384    | )
|Net loss                                                              |  |                 |  |                 |      |               |       |              |   |                           |  |                     |       |                                               |   | (2,274  | )
|                                                                      |  |                  |  |                 |       |               |        |              |   |                            |  |                     |        |                                               |   |         |  
|Balance, September 30, 2001                                           |  | 1,411            |  | $               | 1,411 |               | 4,257  |              | $ | 4,257                      |  | $                   | 38,472 |                                               | $ | (12,680 | )
|                                                                      |  |                  |  |                 |       |               |        |              |   |                            |  |                     |        |                                               |   |         |  
|Balance, December 31, 2001                                            |  | 1,365            |  | $               | 1,365 |               | 4,294  |              | $ | 4,294                      |  | $                   | 38,488 |                                               | $ | (23,249 | )
|Dividends on preferred stock                                          |  |                 |  |                 |      |               |       |              |   |                           |  |                     |       |                                               |   | (371    | )
|Rights offering shares issued                                         |  |                 |  |                 |      |               | 2,437  |              |   | 2,437                      |  |                     | 5,462  |                                               |   |        |  
|Public offering shares issued                                         |  |                 |  |                 |      |               | 3,313  |              |   | 3,313                      |  |                     | 7,281  |                                               |   |        |  
|Change in unrealized gain on investment securities available-for-sale |  |                 |  |                 |      |               |       |              |   |                           |  |                     |       |                                               |   |        |  
|Net loss                                                              |  |                 |  |                 |      |               |       |              |   |                           |  |                     |       |                                               |   | (738    | )
|                                                                      |  |                  |  |                 |       |               |        |              |   |                            |  |                     |        |                                               |   |         |  
|Balance, September 30, 2002                                           |  | 1,365            |  | $               | 1,365 |               | 10,044 |              | $ | 10,044                     |  | $                   | 51,231 |                                               | $ | (24,358 | )
|                                                                      |  |                  |  |                 |       |               |        |              |   |                            |  |                     |        |                                               |   |         |  

See accompanying notes to consolidated financial statements.

4

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CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2002 and 2001
(Dollars in thousands)
(Unaudited)

|                                                  |                                                                                           | 2002                                                          |                                                     | 2001     |       
|------------------------------------------------- | ----------------------------------------------------------------------------------------- | ------------------------------------------------------------- | --------------------------------------------------- | -------- | ------
|Cash flows from operating activities:             |                                                                                           |                                                               |                                                     |          |       
|                                                  | Net loss                                                                                  |                                                               | $                                                   | (738     | )     
|                                                  | Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |                                                               |                                                     |          |       
|                                                  |                                                                                           | Depreciation                                                  |                                                     |          | 555   
|                                                  |                                                                                           | Amortization of intangibles, premiums and discounts           |                                                     |          | 626   
|                                                  |                                                                                           | Provision for loan losses                                     |                                                     |          | 134   
|                                                  |                                                                                           | Originations of loans held for sale                           |                                                     |          | (4,369
|                                                  |                                                                                           | Proceeds from the sale of loans held for sale                 |                                                     |          | 9,038 
|                                                  |                                                                                           | Writedown on WorldCom bond                                    |                                                     |          | 1,660 
|                                                  |                                                                                           | Gain on sale of loans held for sale                           |                                                     |          | (50   
|                                                  |                                                                                           | Gain on sale of investment securities available-for-sale      |                                                     |          | (121  
|                                                  |                                                                                           | Gain on sale of other assets                                  |                                                     |          | (39   
|                                                  |                                                                                           | Increase in accrued interest and other assets                 |                                                     |          | (715  
|                                                  |                                                                                           | Increase (decrease) in accrued interest and other liabilities |                                                     |          | (1,708
|                                                  |                                                                                           | Compensation related to stock awards                          |                                                     |          |      
|                                                  |                                                                                           |                                                               |                                                     |          |       
|                                                  |                                                                                           |                                                               | Net cash provided by (used in) operating activities |          |       
|                                                  |                                                                                           |                                                               |                                                     |          |       
|Cash flows from investing activities:             |                                                                                           |                                                               |                                                     |          |       
|                                                  | Purchase of premises and equipment                                                        |                                                               |                                                     | (88      | )     
|                                                  | Proceeds from sale of premises and equipment                                              |                                                               |                                                     |         |       
|                                                  | Proceeds from sale, maturity and call of investment securities available-for-sale         |                                                               |                                                     | 16,053   |       
|                                                  | Proceeds from sale of other investments                                                   |                                                               |                                                     | 188      |       
|                                                  | Purchase of investment securities available-for-sale                                      |                                                               |                                                     | (131,129 | )     
|                                                  | Purchase of other investments                                                             |                                                               |                                                     | (184     | )     
|                                                  | Redemptions of investment securities available-for-sale                                   |                                                               |                                                     | 11,736   |       
|                                                  | Net increase in loans receivable                                                          |                                                               |                                                     | (15,335  | )     
|                                                  |                                                                                           |                                                               |                                                     |          |       
|                                                  |                                                                                           |                                                               | Net cash used in investing activities               |          |       
|                                                  |                                                                                           |                                                               |                                                     |          |       
|Cash flows from financing activities:             |                                                                                           |                                                               |                                                     |          |       
|                                                  | Net increase in deposits                                                                  |                                                               |                                                     | 157,644  |       
|                                                  | Net increase (decrease) in other borrowed funds                                           |                                                               |                                                     | (8,824   | )     
|                                                  | Proceeds from rights offering                                                             |                                                               |                                                     | 7,899    |       
|                                                  | Proceeds from public offering                                                             |                                                               |                                                     | 10,594   |       
|                                                  | Dividends on preferred stock                                                              |                                                               |                                                     | (371     | )     
|                                                  | Stock options exercised                                                                   |                                                               |                                                     |         |       
|                                                  |                                                                                           |                                                               |                                                     |          |       
|                                                  |                                                                                           |                                                               | Net cash provided by financing activities           |          |       
|                                                  |                                                                                           |                                                               |                                                     |          |       
|Net increase in cash and cash equivalents         |                                                                                           |                                                               | 52,456                                              |          |       
|Cash and cash equivalents at beginning of period  |                                                                                           |                                                               | 34,459                                              |          |       
|                                                  |                                                                                           |                                                               |                                                     |          |       
|Cash and cash equivalents at end of period        |                                                                                           | $                                                             | 86,915                                              |          | $     
|                                                  |                                                                                           |                                                               |                                                     |          |       
|Supplemental disclosure of cash flow information: |                                                                                           |                                                               |                                                     |          |       
|                                                  |                                                                                           | Cash paid during period for interest                          |                                                     | $        | 6,947 
|                                                  |                                                                                           |                                                               |                                                     |          |       

See
accompanying notes to consolidated financial statements.

5

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CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002
(Unaudited)

Note 1

Organization

Cardinal Financial Corporation (the "Company") was incorporated November 24, 1997 under the laws of the Commonwealth of Virginia as a holding company whose
activities consist of investment in its wholly-owned subsidiaries. In addition to Cardinal Bank, N.A., which began operations in 1998, the Company opened the following three subsidiaries in 1999:
CardinalWealth Services, Inc., an investment subsidiary (as of February 1, 1999); Cardinal
BankManassas/Prince William, N.A. (as of July 26, 1999); and Cardinal
BankDulles, N.A. (as of August 2, 1999). On September 1, 2000, the Company completed its acquisition of Heritage
Bancorp, Inc. and its banking subsidiary, The Heritage Bank, headquartered in McLean, Virginia. The Heritage Bank was renamed and became the Company's fourth banking subsidiary, Cardinal
BankPotomac. On November 1, 2001, the Company consolidated two of its banking subsidiaries, Cardinal
BankDulles, N.A. and Cardinal BankPotomac, into Cardinal Bank, N.A. On
March 1, 2002, the Company consolidated Cardinal BankManassas/ Prince William,N.A. into Cardinal Bank, N.A., now the Company's only
remaining banking subsidiary.

Basis of Presentation

In the opinion of management, the accompanying consolidated financial statements have been prepared in accordance with the requirements of
Regulation S-X, Article 10. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of
America for complete financial statements. However, all adjustments that are, in the opinion of
management, necessary for a fair presentation have been included. The results of operations for the three and nine months ended September 30, 2002 are not necessarily indicative of the results
to be expected for the full year ending December 31, 2002. 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, 2001.

Note 2

Segment Disclosures

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

6

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Information
about reportable segments, and reconciliation of such information to the consolidated financial statements as of and for the three and nine months ended September 30,
2002 and 2001, follows:

For the Three Months Ended September 30, 2002:

|                          |  | Banking |         | Investment
Advisory |   | Intersegment
Elimination |   | Other |         | Consolidated
|------------------------- |  | ------- | ------- | ------------------- | - | ------------------------ | - | ----- | ------- | ------------
|
|Net interest income       |  | $       | 2,810   |                     | $ |                         |   | $     |        |             
|Provision for loan losses |  |         | 95      |                     |   |                         |   |       |        |             
|Non-interest income       |  |         | 505     |                     |   | 188                      |   |       |        |             
|Non-interest expense      |  |         | 2,725   |                     |   | 223                      |   |       |        |             
|                          |  |         |         |                     |   |                          |   |       |         |             
|Net income (loss)         |  | $       | 495     |                     | $ | (35                      | ) | $     |        |             
|                          |  |         |         |                     |   |                          |   |       |         |             
|Total Assets              |  | $       | 443,511 |                     | $ | 332                      |   | $     | (38,192 | )           

For the Nine Months Ended September 30, 2002:

|                          |  | Banking |         | Investment
Advisory |   | Intersegment
Elimination |   | Other |         | Consolidated |  
|------------------------- |  | ------- | ------- | ------------------- | - | ------------------------ | - | ----- | ------- | ------------ | -
|
|Net interest income       |  | $       | 7,824   |                     | $ |                         |   | $     |        |              | $
|Provision for loan losses |  |         | 134     |                     |   |                         |   |       |        |              |  
|Non-interest income       |  |         | 1,244   |                     |   | 756                      |   |       |        |              |  
|Non-interest expense      |  |         | 9,246   |                     |   | 914                      |   |       |        |              |  
|                          |  |         |         |                     |   |                          |   |       |         |              |  
|Net loss                  |  | $       | (312    | )                   | $ | (158                     | ) | $     |        |              | $
|                          |  |         |         |                     |   |                          |   |       |         |              |  
|Total Assets              |  | $       | 443,511 |                     | $ | 332                      |   | $     | (38,192 | )            | $

For the Three Months Ended September 30, 2001:

|                          |  | Commercial
Banking |         | Investment
Advisory |   | Intersegment
Elimination |   | Other |         | Consolidated |  
|------------------------- |  | ------------------ | ------- | ------------------- | - | ------------------------ | - | ----- | ------- | ------------ | -
|
|Net interest income       |  | $                  | 2,387   |                     | $ |                         |   | $     |        |              | $
|Provision for loan losses |  |                    | 190     |                     |   |                         |   |       |        |              |  
|Non-interest income       |  |                    | 350     |                     |   | 474                      |   |       |        |              |  
|Non-interest expense      |  |                    | 2,671   |                     |   | 480                      |   |       |        |              |  
|                          |  |                    |         |                     |   |                          |   |       |         |              |  
|Net loss                  |  | $                  | (124    | )                   | $ | (6                       | ) | $     |        |              | $
|                          |  |                    |         |                     |   |                          |   |       |         |              |  
|Total Assets              |  | $                  | 255,252 |                     | $ | 421                      |   | $     | (29,355 | )            | $

For the Nine Months Ended September 30, 2001:

|                          |  | Commercial
Banking |         | Investment
Advisory |   | Intersegment
Elimination |   | Other |         | Consolidated |  
|------------------------- |  | ------------------ | ------- | ------------------- | - | ------------------------ | - | ----- | ------- | ------------ | -
|
|Net interest income       |  | $                  | 6,623   |                     | $ |                         |   | $     |        |              | $
|Provision for loan losses |  |                    | 375     |                     |   |                         |   |       |        |              |  
|Non-interest income       |  |                    | 875     |                     |   | 1,564                    |   |       |        |              |  
|Non-interest expense      |  |                    | 7,761   |                     |   | 1,597                    |   |       |        |              |  
|                          |  |                    |         |                     |   |                          |   |       |         |              |  
|Net loss                  |  | $                  | (638    | )                   | $ | (33                      | ) | $     |        |              | $
|                          |  |                    |         |                     |   |                          |   |       |         |              |  
|Total Assets              |  | $                  | 255,252 |                     | $ | 421                      |   | $     | (29,355 | )            | $

7

---

The
Company does not have operating segments other than those reported. Parent Company financial information is included in the Other category above and represents the overhead function
rather than an operating segment. Parent Company's net interest income is comprised of interest income from federal funds sold and investment securities.

Note 3

Earnings (Loss) Per Common Share

The following discloses the calculation of basic and diluted earnings (loss) per common share for the three and nine months ended September 30, 2002 and
2001. Stock options outstanding as of September 30, 2002 and 2001 are 573,073 and 378,678, respectively. Stock options issued, which were not included in the calculation of diluted earnings per
share because the options' exercise prices were greater than the average market price, were 474,488 for the three months ended September 30, 2002. Because the Company has net losses for the
nine months ended September 30, 2002 and for the three months and nine months ended September 30, 2001, all stock options issued have an anti-dilutive effect and, therefore, have been
excluded from the earnings per share calculation for those respective periods.

Three Months Ended
September 30,2002

2001(Dollars in thousands)Net income (loss)

$
429

$
(706
)Dividends to preferred shareholders


124


128Net income (loss) to common shareholders


305


(834
)Weighted average common shares for basic calculation


10,044,345


4,256,797Weighted average common shares for diluted calculation


10,142,930


4,256,797Basic and diluted earnings (loss) per common share

$
0.03

$
(0.20
)


Nine Months Ended
September 30,2002

2001(Dollars in thousands)Net loss

$
(738
)
$
(2,274
)Dividends to preferred shareholders


371


384Net loss to common shareholders


(1,109
)

(2,658
)Weighted average common shares for basic and diluted calculation


7,243,053


4,255,432Basic and diluted loss per common share

$
(0.15
)
$
(0.62
)


8

---

Note 4

Adoption of New Accounting Standards

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets." SFAS No. 142 discontinues the practice of amortizing goodwill and requires that goodwill be evaluated at least annually for impairment by comparing its fair value with
its recorded amount and written down when appropriate. SFAS No. 142 requires that other intangible assets that have been separately identified and accounted for continue to be amortized over a
determinable useful life. SFAS No. 142 also requires disclosure of the changes in the carrying amounts of goodwill from period to period, the carrying amounts of intangible assets by major
intangible asset class for those subject to and not subject to amortization, and the estimated intangible asset amortization expense for the next five years. The Company adopted SFAS No. 142 as
of January 1, 2002, and, therefore, discontinued the amortization of goodwill on January 1, 2002. The Company has evaluated goodwill for impairment as specified under SFAS No. 142
and determined that goodwill under this statement is not impaired. Information on the Company's intangible assets is contained in the table below.

|                                    |  | September 30, 2002 |     | December 31, 2001 |  
|----------------------------------- |  | ------------------ | --- | ----------------- | -
|
|
|Amortizable core deposit intangible |  | $                  | 102 |                   | $
|Unamortizable goodwill (1)          |  |                    | 646 |                   |  

Core Deposit
Intangible

GoodwillAmortization expense:Three months ended September 30, 2002

$


$
Nine months ended September 30, 2002


22


Three months ended September 30, 2001

$
15

$
158Nine months ended September 30, 2001


45


478Estimated amortization expense:Three months ended December 31, 2002

$


$
For the years ended December 31,2003





2004





2005





2006





2007








9

---

|                                                     |  | Three months ended
Sept. 30, |      | Nine months ended
Sept. 30, |  
|---------------------------------------------------- |  | ---------------------------- | ---- | --------------------------- | -
|
|Reported net income (loss) to common shareholders    |  | $                            | 305  |                             | $
|Add: goodwill amortization                           |  |                              |     |                             |  
|                                                     |  |                              |      |                             |  
|Adjusted net income (loss)                           |  |                              | 305  |                             |  
|Reported basic and diluted earnings (loss) per share |  | $                            | 0.03 |                             | $
|Add: goodwill amortization per share                 |  |                              |     |                             |  
|                                                     |  |                              |      |                             |  
|Adjusted basic and diluted earnings (loss) per share |  | $                            | 0.03 |                             | $

---

10

---



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

General

The following presents management's discussion and analysis of our consolidated financial condition as of September 30, 2002 and December 31, 2001
and results of operations for the three and nine months ended September 30, 2002 and September 30, 2001. This discussion should be read in conjunction with our unaudited consolidated
financial statements and the notes thereto appearing elsewhere in this report.

Critical Accounting Policies; Allowance for Loan Losses

Our policy for the allowance for loan loss calculation is to maintain the allowance at a level that represents the best estimate of known and inherent losses in
the loan portfolio. Both the amount of the provision and the level of the allowance for loan losses are impacted by many factors, including general economic conditions, actual and expected credit
losses, historical trends and specific conditions of the individual borrower. As a part of our analysis, we use comparative peer group data, duration factors and qualitative factors to support our
estimates. The loan loss provision was $95,000 and $134,000 for the three and nine months ended September 30, 2002 and $190,000 and $375,000 for the three and nine months ended
September 30, 2001. The allowance for loan losses decreased slightly to $3.07 million as of September 30, 2002 from $3.10 million at December 31, 2001. The ratio of
the allowance for loan losses to gross loans at September 30, 2002 was 1.42% compared to 1.55% at December 31, 2001. Additional information on the allowance for loan losses and provision
expense can be found below under "Results of Operations".

Credit
losses are an inherent part of our business. Although we believe the methodologies for determining the allowance for loan losses and the current level of the allowance are
adequate, it is possible that there may be unidentified losses in the portfolio that may become evident only at a future date. Additional provisions for such losses, if necessary, would negatively
impact earnings and would be recorded in the Commercial Banking segment.

We
categorize our loans into one of five pools: commercial and industrial, commercial real estate, home equity lines of credit, residential mortgages, and consumer loans. Peer group
annual loss factors are applied to all pools and are adjusted by the projected duration of the loan pool and by the qualitative factors mentioned above. The indicated loss factors resulting from this
analysis are applied to each of the loan pools to determine a reserve level for each of the five pools of loans. In addition, we individually assign loss factors to all loans that have been identified
as having loss attributes, as indicated by deterioration in the financial condition of the borrower or a decline in underlying collateral values. Since we have limited historical data on which to base
loss factors for classified loans, we apply a 5% loss factor to all special mention loans and a 15% loss factor to all substandard loans (in accordance with regulatory guidelines).

Financial Condition

Total assets were $446.8 million at September 30, 2002 compared to $279.6 million at December 31, 2001, an increase of
$167.2 million or 59.8% due primarily to higher cash equivalents and investments. Investment securities available-for-sale increased by $103.8 million to
$137.9 million at September 30, 2002 compared to $34.1 million at December 31, 2001 (see Table 1 for details of the investment securities
available-for-sale portfolio). Loans receivable, net of fees, increased by $15.5 million to $216.4 million at September 30, 2002 from $200.9 million
at December 31, 2001 (see Table 2 for loan portfolio details). Total deposits increased by $157.7 million to $403.7 million at September 30, 2002 compared to
$246.0 million at December 31, 2001 (see Table 3 for certificates of deposit of $100,000 or more) and total borrowings decreased by $8.8 million to $1.0 million at
September 30, 2002 from $9.8 million at December 31, 2001. Deposits increased primarily in the retail

11

---

money market accounts and certificates of deposit categories due to the results of our advertising program. Total cash and cash equivalents increased to $86.9 million at September 30,
2002 from $34.5 million at December 31, 2001. The increase in cash and cash equivalents was primarily the result of increased deposit balances not yet invested as loans or securities by
September 30, 2002. Shareholders' equity at September 30, 2002 was $40.7 million compared to $20.6 million at December 31, 2001, due primarily to our successful
second quarter 2002 stock rights and public offerings which raised $18.5 million in new capital. Changes in the unrealized gain on investment securities portfolio amounting to
$2.7 million more than offset the dividends on preferred stock and the net loss for the period. Book value per common share on September 30, 2002 was $3.38 compared to $3.21 on
December 31, 2001.

Results of Operations

Net income before preferred dividends for the three months ended September 30, 2002 was $429,000, an improvement of $1,135,000 when compared to the same
period of 2001, due to the impact of higher earning assets and reduced operating expenses. Net loss before preferred dividends for the nine months ended September 30, 2002 was $738,000, an
improvement of $1,536,000 compared to the same period of
the 2001. Our writedown of $1,660,000 of a Worldcom bond in the second quarter contributed to the loss for the nine months ended September 30, 2002.

Dividends
to preferred shareholders were $124,000 and $371,000 for the three and nine months ended September 30, 2002 compared to $128,000 and $384,000 for the same periods in
2001. Net income to common shareholders for the three months ended September 30, 2002 was $305,000 and the net loss to common shareholders was $1,109,000 for the nine months ended
September 30, 2002, as compared to losses of $834,000 and $2,658,000, respectively, for the three and nine months ended September 30, 2001. Basic and diluted earnings per common share
increased by $0.23 per common share to $0.03 as compared to a loss of $0.20 for the three months ended September 30, 2002 and 2001, respectively. Basic and diluted loss per common share for the
nine months ended September 30, 2002 was $0.15, an improvement of $0.47 when compared to the nine months ended September 30, 2001.

Return
on average assets for the three and nine months ended September 30, 2002 was 0.41% and (0.27%), respectively, compared to (1.15%) and (1.30%) for the three and nine months
ended September 30, 2001, respectively. Return on average equity for the three and nine months ended September 30, 2002 was 4.33% and (3.25%), respectively, compared to (8.77%) and
(9.20%) for the three and nine months ended September 30, 2001, respectively.

Net
interest income is our primary source of revenue and represents the difference between interest and fees earned on interest-bearing assets and the interest paid on deposits and other
interest-bearing liabilities. Net interest income for the three months ended September 30, 2002 was $2,842,000 compared to $2,389,000 for the same period ended September 30, 2001, an
increase of 19.0%. Net interest income for the nine months ended September 30, 2002 was $7,875,000 compared to $6,648,000 of the same period ended September 30, 2001, an increase of
18.5% due primarily to the impact of higher earning assets.

Our
net interest margin for the three and nine months ended September 30, 2002 was 2.86% and 3.05%, respectively, as compared to 4.34% and 4.26% for the three and nine months
ended September 30, 2001, respectively. The decrease in the margin can be attributed to the change in the mix of earning assets towards lower yielding investments, and also to the mix of
interest-bearing liabilities and lower overall interest rates between September 2001 and September 2002. Tables 4, 4a, 5 and 5a present an analysis of average interest-earning assets,
interest-bearing liabilities and demand deposits with the related components of interest income and interest expense.

12

---

Provision
for loan losses for the three and nine months ended September 30, 2002 was $95,000 and $134,000, respectively, as compared to a provision of $190,000 and $375,000 for
the three and nine months ended September 30, 2001. The decrease in provision is primarily driven by the reduction in our commercial loan portfolios and increases in our residential real estate
loans and refinement of our loan loss reserve methodology during the fourth quarter of 2001. Our allowance for loan losses at
September 30, 2002 was $3.07 million compared to $3.10 million at December 31, 2001. The ratio of the allowance for loan losses to total loans at September 30, 2002
was 1.42% compared to a ratio of 1.55% at December 31, 2001. Tables 6 and 7 portray the components and the allocation of the allowance for loan losses.

Non-interest
income for the three months ended September 30, 2002 was $728,000 compared to $854,000 for the three months ended September 30, 2001, a decrease of
14.8%. For the nine months September 30, 2002, non-interest income was $2,166,000 compared to $2,476,000 for the same period ended September 30, 2001, a decrease of 12.5%.
The decrease in non-interest income was primarily due to decreases in investment fee income of $284,000 and $806,000, respectively, for the three and nine months ended September 30,
2002 as compared to the three and nine months ended September 30, 2001. These decreases were partially offset by gains on investment securities and increases in service charges on deposit
accounts and rental income from the subleases of excess space in various locations.

Non-interest
expense for the three and nine months ended September 30, 2002 totaled $3,046,000 and $10,645,000 compared to $3,759,000 and $11,023,000 for the three and
nine months ended September 30, 2001, due primarily to lower staff related expenses. Due to the adoption of SFAS No. 142, amortization of intangibles decreased by $173,000 for the three
months ended September 30, 2002 compared to the same period in 2001 and by $501,000 for the year to date September 30, 2002 compared to the year to date September 30, 2001.

We
have not recorded income tax expense or benefit due to the existence of net losses for the nine months ended September 30, 2002 and all prior years of operations. We have net
deferred tax assets, including net operating loss carryforwards, all of which have a full valuation allowance as of September 30, 2002. A valuation allowance is established against a deferred
tax asset when, in the judgment of management, it is more likely than not that such deferred tax assets will be realized. The benefit of our deferred tax assets will only be recognized when it becomes
more likely than not that they will be realized.

Business Segment Operations

We provide banking and non-banking financial services and products through our subsidiaries. Management operates and reports on the results of our
operations through two business segments, banking and investment advisory services.

Banking

The banking segment provides comprehensive banking services to small businesses and individuals through multiple delivery channels. Services offered include
commercial and consumer lending, deposit
products, direct banking via the internet or telephone, and the funding of small business receivables through the Business Manager product.

For
the three months ended September 30, 2002 the commercial banking segment had net income of $495,000 and for the nine months ended September 30, 2002 net losses of
$312,000, compared to net losses of $124,000 and $638,000 for the three and nine months ended September 30, 2001. The improvement in earnings is a result of higher earning assets and lower
operating expenses. As of September 30, 2002, total assets were $443.5 million, while loans receivable, net of fees, were

13

---

$216.4 million and deposits were $403.7 million. As of September 30, 2001, total assets were $255.3 million, loans receivable, net of fees, were $196.7 million and
deposits were $212.7 million.

Investment Advisory Services

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

For
the three and nine months ended September 30, 2002, the investment advisory services segment had net losses of $35,000 and $158,000, respectively. As of September 30,
2002, total assets were $332,000 and total assets under management were $102.2 million. For the three months ended September 30, 2001, the net loss was $6,000 and for the nine months
ended September 30, 2001, the net loss was $33,000. As of September 30, 2001, total assets were $421,000 and total assets under management were $133.8 million. Fee income for the
three and nine months ended September 30, 2002 decreased as compared to the same three and nine month period of 2001, due primarily to reduced transaction activity.

Capital Resources

Shareholders' equity at September 30, 2002 was $40.7 million compared to $20.6 million at December 31, 2001. During the second quarter
of 2002, we completed a stock rights and public offerings which raised $18.5 million in new capital and increased the total number of outstanding shares to 10,044,345 at September 30,
2002 as compared to 4,294,323 at December 31, 2001. Changes in the unrealized gain on investment securities portfolio totaling $2.7 million more than offset dividends paid on preferred
stock and the net loss for the period. At September 30, 2002, our tier 1 and total risk-based capital ratios were 14.0% and 15.2%, respectively. At December 31, 2001, our
tier 1 and total risk-based capital ratios were 9.0% and 10.4%, respectively. Table 8 provides additional information on our capital resources.

Liquidity

Liquidity management is an important element in determining our ability to meet normal deposit withdrawals while also providing for the credit needs of customers.
At September 30, 2002, cash and cash equivalents and investment securities available-for-sale totaled $224.9 million or 50.3% of total assets compared to
$68.6 million or 24.5% of total assets at December 31, 2001. The improvement in liquidity as compared to prior year is due to the availability of funds from the recent capital raising,
as well as higher deposit levels resulting from our advertising program. 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

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

The
data in Table 9 reflects the repricing or expected maturities of various assets and liabilities as of September 30, 2002. This "gap" analysis represents the difference between
interest sensitive assets and liabilities in a specific time interval. The interest sensitivity gap analysis presents a position that

14

---

existed at one particular point in time, and assumes that assets and liabilities with similar repricing characteristics will reprice at the same time and to the same degree.

Forward Looking Statements

This Quarterly Report on Form 10-QSB contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are not historical facts, but rather are predictions and generally can be identified by use of
statements that include phrases such as "believe," "expect," "anticipate," "estimate," "intend," "plan," "foresee" or other words or phrases of similar import. Similarly, statements that describe our
future financial condition or results of operations, objectives, strategies, plans, goals or future performance and business also are forward-looking statements. These forward-looking statements
involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from those currently anticipated in these forward-looking
statements. In light of these risks and uncertainties, the forward-looking events might or might not occur.

Important
factors that could cause actual results to differ materially from those suggested by these forward-looking statements, and could adversely affect our future financial
performance, include those referred to in our Annual Report on Form 10-KSB for the year ended December 31, 2001.

15

---

Table 1.

Cardinal Financial Corporation and Subsidiaries
Investment Securities Available-for-Sale
As of September 30, 2002 and December 31, 2001
(Dollars in thousands)

|                                         |                   | Par Value                                      |   | Amortized
Cost |         | Fair
Value |        | Unrealized
Gain/(Loss) |   | Average
Yield |        
|---------------------------------------- | ----------------- | ---------------------------------------------- | - | -------------- | ------- | ---------- | ------ | ---------------------- | - | ------------- | -------
|As of September 30, 2002                 |                   |                                                |   |                |         |            |        |                        |   |               |        
|U.S. government agencies and enterprises |                   |                                                |   |                |         |            |        |                        |   |               |        
|                                         | One to five years |                                                | $ | 23,000         |         | $          | 22,988 |                        | $ | 23,256        |        
|                                         |                   |                                                |   |                |         |            |        |                        |   |               |        
|                                         |                   | Total U.S. government agencies                 |   | $              | 23,000  |            | $      | 22,988                 |   | $             | 23,256 
|Mortgage-backed securities               |                   |                                                |   |                |         |            |        |                        |   |               |        
|                                         | Within one year   |                                                | $ | 3,784          |         | $          | 3,841  |                        | $ | 3,884         |        
|                                         | One to five years |                                                |   | 97,595         |         |            | 99,386 |                        |   | 101,458       |        
|                                         | Five to ten years |                                                |   | 5,962          |         |            | 6,073  |                        |   | 6,183         |        
|                                         | After ten years   |                                                |   | 342            |         |            | 360    |                        |   | 360           |        
|                                         |                   |                                                |   |                |         |            |        |                        |   |               |        
|                                         |                   | Total mortgage-backed securities               |   | $              | 107,683 |            | $      | 109,660                |   | $             | 111,885
|Corporate bonds                          |                   |                                                |   |                |         |            |        |                        |   |               |        
|                                         | One to five years |                                                | $ | 2,000          |         | $          | 340    |                        | $ | 260           |        
|                                         |                   |                                                |   |                |         |            |        |                        |   |               |        
|                                         |                   | Total corporate bonds                          |   | $              | 2,000   |            | $      | 340                    |   | $             | 260    
|                                         |                   |                                                |   |                |         |            |        |                        |   |               |        
|Treasury bonds                           |                   |                                                |   |                |         |            |        |                        |   |               |        
|                                         | One to five years |                                                | $ | 2,500          |         | $          | 2,509  |                        | $ | 2,544         |        
|                                         |                   |                                                |   |                |         |            |        |                        |   |               |        
|                                         |                   | Total treasury bonds                           |   | $              | 2,500   |            | $      | 2,509                  |   | $             | 2,544  
|                                         |                   |                                                |   |                |         |            |        |                        |   |               |        
|                                         |                   | Total investment securities available-for-sale |   | $              | 135,183 |            | $      | 135,497                |   | $             | 137,945
|                                         |                   |                                                |   |                |         |            |        |                        |   |               |        

|                                         |                   | Par Value                                      |   | Amortized
Cost |        | Fair
Value |        | Unrealized
Gain/(Loss) |   | Average
Yield |       
|---------------------------------------- | ----------------- | ---------------------------------------------- | - | -------------- | ------ | ---------- | ------ | ---------------------- | - | ------------- | ------
|As of December 31, 2001                  |                   |                                                |   |                |        |            |        |                        |   |               |       
|U.S. government agencies and enterprises |                   |                                                |   |                |        |            |        |                        |   |               |       
|                                         | One to five years |                                                | $ | 3,000          |        | $          | 2,985  |                        | $ | 2,950         |       
|                                         | Five to ten years |                                                |   | 1,500          |        |            | 1,516  |                        |   | 1,508         |       
|                                         |                   |                                                |   |                |        |            |        |                        |   |               |       
|                                         |                   | Total U.S. government agencies                 |   | $              | 4,500  |            | $      | 4,501                  |   | $             | 4,458 
|                                         |                   |                                                |   |                |        |            |        |                        |   |               |       
|Mortgage-backed securities               |                   |                                                |   |                |        |            |        |                        |   |               |       
|                                         | Within one year   |                                                | $ | 182            |        | $          | 182    |                        | $ | 183           |       
|                                         | One to five years |                                                |   | 11,210         |        |            | 11,456 |                        |   | 11,383        |       
|                                         | Five to ten years |                                                |   | 5,804          |        |            | 5,927  |                        |   | 5,865         |       
|                                         | After ten years   |                                                |   | 4,849          |        |            | 4,965  |                        |   | 4,926         |       
|                                         |                   |                                                |   |                |        |            |        |                        |   |               |       
|                                         |                   | Total mortgage-backed securities               |   | $              | 22,045 |            | $      | 22,530                 |   | $             | 22,357
|                                         |                   |                                                |   |                |        |            |        |                        |   |               |       
|Corporate bonds                          |                   |                                                |   |                |        |            |        |                        |   |               |       
|                                         | One to five years |                                                | $ | 6,000          |        | $          | 6,154  |                        | $ | 6,114         |       
|                                         | Five to ten years |                                                |   | 1,000          |        |            | 986    |                        |   | 969           |       
|                                         |                   |                                                |   |                |        |            |        |                        |   |               |       
|                                         |                   | Total corporate bonds                          |   | $              | 7,000  |            | $      | 7,140                  |   | $             | 7,083 
|                                         |                   |                                                |   |                |        |            |        |                        |   |               |       
|Treasury bonds                           |                   |                                                |   |                |        |            |        |                        |   |               |       
|                                         | Within one year   |                                                | $ | 250            |        | $          | 250    |                        | $ | 249           |       
|                                         |                   |                                                |   |                |        |            |        |                        |   |               |       
|                                         |                   | Total treasury bonds                           |   | $              | 250    |            | $      | 250                    |   | $             | 249   
|                                         |                   |                                                |   |                |        |            |        |                        |   |               |       
|                                         |                   | Total investment securities available-for-sale |   | $              | 33,795 |            | $      | 34,421                 |   | $             | 34,147
|                                         |                   |                                                |   |                |        |            |        |                        |   |               |       

16

---

Table 2.

Cardinal Financial Corporation and Subsidiaries
Loans Receivable
As of September 30, 2002 and December 31, 2001
(Dollars in thousands)

September 30,
2002

December 31,
2001Commercial

$
52,717

24.37
%
$
57,665

28.71
%Real estatecommercial


95,699

44.24
%

87,116

43.37
%Real estateconstruction


6,224

2.88
%

6,397

3.18
%Real estateresidential


25,329

11.71
%

14,469

7.20
%Home equity lines


24,776

11.45
%

21,299

10.60
%Consumer


11,592

5.35
%

13,941

6.94
%Gross loans

$
216,337

100.00
%
$
200,887

100.00
%Add: unearned income, net


18




24Less: allowance for loan losses


(3,073
)



(3,104
)Total loans, net

$
213,282



$
197,807


Table
3.

Cardinal Financial Corporation and Subsidiaries
Certificates of Deposit of $100,000 or More
As of September 30, 2002
(Dollars in thousands)

September 30,
2002Maturities:Three months or less

$
8,356Over three months through six months


8,918Over six months through twelve months


19,675Over twelve months


35,634$
72,583


17

---

Table 4.

Cardinal Financial Corporation and Subsidiaries
Average Balance Sheets and Interest Rates on Earning Assets and InterestBearing Liabilities
For the Three Months Ended September 30, 2002, 2001 and 2000
(Dollars in thousands)

|                                                        |                          | 2002                            |         | 2001    |         | 2000  |      
|------------------------------------------------------- | ------------------------ | ------------------------------- | ------- | ------- | ------- | ----- | -----
|
|Assets                                                  |                          |                                 |         |         |         |       |      
|Interest-earning assets:                                |                          |                                 |         |         |         |       |      
|Loans:                                                  |                          |                                 |         |         |         |       |      
|                                                        | Commercial               |                                 | $       | 49,780  |         | $     | 893  
|                                                        | Real estatecommercial   |                                 |         | 94,614  |         |       | 1,887
|                                                        | Real estateconstruction |                                 |         | 6,675   |         |       | 100  
|                                                        | Real estateresidential  |                                 |         | 19,103  |         |       | 369  
|                                                        | Home equity lines        |                                 |         | 24,268  |         |       | 263  
|                                                        | Consumer                 |                                 |         | 11,884  |         |       | 225  
|                                                        |                          |                                 |         |         |         |       |      
|                                                        |                          | Total loans                     |         |         | 206,324 |       |      
|                                                        |                          |                                 |         |         |         |       |      
|Investment securities available for sale                |                          |                                 | 127,307 |         |         | 1,471 |      
|Other investments                                       |                          |                                 | 1,199   |         |         | 17    |      
|Federal funds sold                                      |                          |                                 | 62,104  |         |         | 260   |      
|                                                        |                          |                                 |         |         |         |       |      
|Total interest-earning assets and interest income       |                          |                                 | 396,934 |         |         | 5,485 |      
|                                                        |                          |                                 |         |         |         |       |      
|Non-interest earning assets:                            |                          |                                 |         |         |         |       |      
|Cash and due from banks                                 |                          |                                 | 19,861  |         |         |       |      
|Premises and equipment, net                             |                          |                                 | 4,678   |         |         |       |      
|Goodwill and other intangibles                          |                          |                                 | 646     |         |         |       |      
|Accrued interest and other assets                       |                          |                                 | 3,500   |         |         |       |      
|Allowance for loan losses                               |                          |                                 | (3,049  | )       |         |       |      
|                                                        |                          |                                 |         |         |         |       |      
|Total assets                                            |                          | $                               | 422,570 |         |         |       |      
|                                                        |                          |                                 |         |         |         |       |      
|Liabilities and Shareholders' Equity                    |                          |                                 |         |         |         |       |      
|Interestbearing liabilities:                           |                          |                                 |         |         |         |       |      
|Interestbearing deposits:                              |                          |                                 |         |         |         |       |      
|                                                        | Interest checking        |                                 |         | 130,110 |         |       | 904  
|                                                        | Money markets            |                                 |         | 32,019  |         |       | 151  
|                                                        | Statement savings        |                                 |         | 4,287   |         |       | 13   
|                                                        | Certificates of deposit  |                                 |         | 150,658 |         |       | 1,535
|                                                        |                          |                                 |         |         |         |       |      
|                                                        |                          | Total interestbearing deposits |         |         | 317,074 |       |      
|                                                        |                          |                                 |         |         |         |       |      
|Other borrowed funds                                    |                          |                                 | 4,065   |         |         | 40    |      
|                                                        |                          |                                 |         |         |         |       |      
|Total interest-bearing liabilities and interest expense |                          |                                 | 321,139 |         |         | 2,643 |      
|                                                        |                          |                                 |         |         |         |       |      
|Noninterest-bearing liabilities:                        |                          |                                 |         |         |         |       |      
|Demand deposits                                         |                          |                                 | 60,161  |         |         |       |      
|Other liabilities                                       |                          |                                 | 1,659   |         |         |       |      
|Preferred shareholders' equity                          |                          |                                 | 6,825   |         |         |       |      
|Common shareholders' equity                             |                          |                                 | 32,786  |         |         |       |      
|                                                        |                          |                                 |         |         |         |       |      
|Total liabilities and shareholders' equity              |                          | $                               | 422,570 |         |         |       |      
|                                                        |                          |                                 |         |         |         |       |      
|Net interest income and net interest margin             |                          |                                 |         |         | $       | 2,842 |      
|                                                        |                          |                                 |         |         |         |       |      

18

---

Table 4a.

Cardinal Financial Corporation and Subsidiaries
Rate and Volume Analysis (Tax Equivalent Basis)
(Dollars in thousands)

|                                         |                          | Three Months Ended September 30,
2002 Compared to 2001 |       | Three Months Ended September 30,
2001 Compared to 2000 |      
|---------------------------------------- | ------------------------ | ------------------------------------------------------ | ----- | ------------------------------------------------------ | -----
|
|Interest income:                         |                          |                                                        |       |                                                        |      
|Loans:                                   |                          |                                                        |       |                                                        |      
|                                         | Commercial               |                                                        | $     | (72                                                    | )    
|                                         | Real estatecommercial   |                                                        |       | 379                                                    |      
|                                         | Real estateconstruction |                                                        |       | 14                                                     |      
|                                         | Real estateresidential  |                                                        |       | 27                                                     |      
|                                         | Home equity lines        |                                                        |       | 84                                                     |      
|                                         | Consumer                 |                                                        |       | (60                                                    | )    
|                                         |                          |                                                        |       |                                                        |      
|                                         |                          | Total loans                                            |       |                                                        | 372  
|                                         |                          |                                                        |       |                                                        |      
|Investment securities available for sale |                          |                                                        | 1,995 |                                                        |      
|Other investments                        |                          |                                                        | (2    | )                                                      |      
|Federal funds sold                       |                          |                                                        | 321   |                                                        |      
|                                         |                          |                                                        |       |                                                        |      
|                                         | Total interest income    |                                                        |       | 2,686                                                  |      
|Interest expense:                        |                          |                                                        |       |                                                        |      
|Interestbearing deposits:               |                          |                                                        |       |                                                        |      
|                                         | Interest checking        |                                                        |       | 527                                                    |      
|                                         | Money markets            |                                                        |       | 40                                                     |      
|                                         | Statement savings        |                                                        |       | (1                                                     | )    
|                                         | Certificates of deposit  |                                                        |       | 656                                                    |      
|                                         |                          |                                                        |       |                                                        |      
|                                         |                          | Total interestbearing deposits                        |       |                                                        | 1,222
|                                         |                          |                                                        |       |                                                        |      
|Other borrowed funds                     |                          |                                                        | (77   | )                                                      |      
|                                         | Total interest expense   |                                                        |       | 1,145                                                  |      
|                                         |                          |                                                        |       |                                                        |      
|Net interest income                      |                          | $                                                      | 1,541 |                                                        | $    
|                                         |                          |                                                        |       |                                                        |      

19

---

Table 5.

Cardinal Financial Corporation and Subsidiaries
Average Balance Sheets and Interest Rates on Earning Assets and InterestBearing Liabilities
For the Nine Months Ended September 30, 2002, 2001 and 2000
(Dollars in thousands)

|                                                        |                          | 2002                            |         | 2001    |         | 2000   |      
|------------------------------------------------------- | ------------------------ | ------------------------------- | ------- | ------- | ------- | ------ | -----
|
|Assets                                                  |                          |                                 |         |         |         |        |      
|Interest-earning assets:                                |                          |                                 |         |         |         |        |      
|Loans:                                                  |                          |                                 |         |         |         |        |      
|                                                        | Commercial               |                                 | $       | 52,156  |         | $      | 2,788
|                                                        | Real estatecommercial   |                                 |         | 89,634  |         |        | 5,408
|                                                        | Real estateconstruction |                                 |         | 6,185   |         |        | 282  
|                                                        | Real estateresidential  |                                 |         | 17,448  |         |        | 1,033
|                                                        | Home equity lines        |                                 |         | 23,270  |         |        | 741  
|                                                        | Consumer                 |                                 |         | 12,864  |         |        | 715  
|                                                        |                          |                                 |         |         |         |        |      
|                                                        |                          | Total loans                     |         |         | 201,557 |        |      
|                                                        |                          |                                 |         |         |         |        |      
|Investment securities available for sale                |                          |                                 | 91,846  |         |         | 3,284  |      
|Other investments                                       |                          |                                 | 1,197   |         |         | 53     |      
|Federal funds sold                                      |                          |                                 | 49,428  |         |         | 613    |      
|                                                        |                          |                                 |         |         |         |        |      
|Total interest-earning assets and interest income       |                          |                                 | 344,028 |         |         | 14,917 |      
|                                                        |                          |                                 |         |         |         |        |      
|Non-interest earning assets:                            |                          |                                 |         |         |         |        |      
|Cash and due from banks                                 |                          |                                 | 16,955  |         |         |        |      
|Premises and equipment, net                             |                          |                                 | 4,843   |         |         |        |      
|Goodwill and other intangibles                          |                          |                                 | 652     |         |         |        |      
|Accrued interest and other assets                       |                          |                                 | 2,003   |         |         |        |      
|Allowance for loan losses                               |                          |                                 | (3,051  | )       |         |        |      
|                                                        |                          |                                 |         |         |         |        |      
|Total assets                                            |                          | $                               | 365,430 |         |         |        |      
|                                                        |                          |                                 |         |         |         |        |      
|Liabilities and Shareholders' Equity                    |                          |                                 |         |         |         |        |      
|Interestbearing liabilities:                           |                          |                                 |         |         |         |        |      
|Interestbearing deposits:                              |                          |                                 |         |         |         |        |      
|                                                        | Interest checking        |                                 |         | 104,351 |         |        | 2,252
|                                                        | Money markets            |                                 |         | 28,229  |         |        | 424  
|                                                        | Statement savings        |                                 |         | 4,275   |         |        | 40   
|                                                        | Certificates of deposit  |                                 |         | 131,106 |         |        | 4,118
|                                                        |                          |                                 |         |         |         |        |      
|                                                        |                          | Total interestbearing deposits |         |         | 267,961 |        |      
|                                                        |                          |                                 |         |         |         |        |      
|Other borrowed funds                                    |                          |                                 | 6,802   |         |         | 208    |      
|                                                        |                          |                                 |         |         |         |        |      
|Total interest-bearing liabilities and interest expense |                          |                                 | 274,763 |         |         | 7,042  |      
|                                                        |                          |                                 |         |         |         |        |      
|Noninterest-bearing liabilities:                        |                          |                                 |         |         |         |        |      
|Demand deposits                                         |                          |                                 | 57,915  |         |         |        |      
|Other liabilities                                       |                          |                                 | 2,505   |         |         |        |      
|Preferred shareholders' equity                          |                          |                                 | 6,825   |         |         |        |      
|Common shareholders' equity                             |                          |                                 | 23,422  |         |         |        |      
|                                                        |                          |                                 |         |         |         |        |      
|Total liabilities and shareholders' equity              |                          | $                               | 365,430 |         |         |        |      
|                                                        |                          |                                 |         |         |         |        |      
|Net interest income and net interest margin             |                          |                                 |         |         | $       | 7,875  |      
|                                                        |                          |                                 |         |         |         |        |      

20

---

Table 5a.

Cardinal Financial Corporation and Subsidiaries
Rate and Volume Analysis (Tax Equivalent Basis)
(Dollars in thousands)

|                                         |                          | Nine Months Ended September 30,
2002 Compared to 2001 |       | Nine Months Ended September 30,
2001 Compared to 2000 |      
|---------------------------------------- | ------------------------ | ----------------------------------------------------- | ----- | ----------------------------------------------------- | -----
|
|Interest income:                         |                          |                                                       |       |                                                       |      
|Loans:                                   |                          |                                                       |       |                                                       |      
|                                         | Commercial               |                                                       | $     | 95                                                    |      
|                                         | Real estatecommercial   |                                                       |       | 1,460                                                 |      
|                                         | Real estateconstruction |                                                       |       | 44                                                    |      
|                                         | Real estateresidential  |                                                       |       | (39                                                   | )    
|                                         | Home equity lines        |                                                       |       | 317                                                   |      
|                                         | Consumer                 |                                                       |       | (123                                                  | )    
|                                         |                          |                                                       |       |                                                       |      
|                                         |                          | Total loans                                           |       |                                                       | 1,754
|                                         |                          |                                                       |       |                                                       |      
|Investment securities available for sale |                          |                                                       | 4,631 |                                                       |      
|Other investments                        |                          |                                                       | (11   | )                                                     |      
|Federal funds sold                       |                          |                                                       | 755   |                                                       |      
|                                         |                          |                                                       |       |                                                       |      
|                                         | Total interest income    |                                                       |       | 7,129                                                 |      
|Interest expense:                        |                          |                                                       |       |                                                       |      
|Interestbearing deposits:               |                          |                                                       |       |                                                       |      
|                                         | Interest checking        |                                                       |       | 1,300                                                 |      
|                                         | Money markets            |                                                       |       | 95                                                    |      
|                                         | Statement savings        |                                                       |       | (2                                                    | )    
|                                         | Certificates of deposit  |                                                       |       | 1,400                                                 |      
|                                         |                          |                                                       |       |                                                       |      
|                                         |                          | Total interestbearing deposits                       |       |                                                       | 2,793
|                                         |                          |                                                       |       |                                                       |      
|Other borrowed funds                     |                          |                                                       | (113  | )                                                     |      
|                                         | Total interest expense   |                                                       |       | 2,680                                                 |      
|                                         |                          |                                                       |       |                                                       |      
|Net interest income                      |                          | $                                                     | 4,449 |                                                       | $    
|                                         |                          |                                                       |       |                                                       |      

21

---

Table 6.

Cardinal Financial Corporation and Subsidiaries
Allowance for Loan Losses
For the Nine Months Ended September 30, 2002 and 2001
(Dollars in thousands)

|                                                     |                          | 2002 |       | 2001
|---------------------------------------------------- | ------------------------ | ---- | ----- | ----
|Beginning balance, January 1                         |                          | $    | 3,104 |     
|Provision for loan losses                            |                          |      | 134   |     
|Transfer to bank's liability on unfunded commitments |                          |      | (74   | )   
|Loans charged off:                                   |                          |      |       |     
|                                                     | Commercial               |      |       | (63 
|                                                     | Real estatecommercial   |      |       |    
|                                                     | Real estateconstruction |      |       |    
|                                                     | Real estateresidential  |      |       |    
|                                                     | Home equity lines        |      |       |    
|                                                     | Consumer                 |      |       | (41 
|                                                     |                          |      |       |     
|                                                     | Total loans charged off  |      |       | (104
|Recoveries:                                          |                          |      |       |     
|                                                     | Commercial               |      |       | 2   
|                                                     | Real estatecommercial   |      |       |    
|                                                     | Real estateconstruction |      |       |    
|                                                     | Real estateresidential  |      |       |    
|                                                     | Home equity lines        |      |       |    
|                                                     | Consumer                 |      |       | 11  
|                                                     |                          |      |       |     
|                                                     | Total recoveries         |      |       | 13  
|Net (charge-offs) recoveries                         |                          |      | (91   | )   
|Ending balance                                       |                          | $    | 3,073 |     
|                                                     |                          |      |       |     

|       |                                                          | September 30,
2002 |   | September 30,
2001 |  
|------ | -------------------------------------------------------- | ------------------ | - | ------------------ | -
|Loans: |                                                          |                    |   |                    |  
|       | Balance at period end                                    |                    | $ | 216,337            |  
|       | Allowance for loan losses to period end loans receivable |                    |   | 1.42               | %

22

---

Table 7.

Cardinal Financial Corporation and Subsidiaries
Allocation of the Allowance for Loan Losses
As of September 30, 2002 and December 31, 2001
(Dollars in thousands)

|                                |  | September 30,
2002 |       | December 31,
2001
|------------------------------- |  | ------------------ | ----- | -----------------
|
|Commercial                      |  | $                  | 948   |                  
|Real estatecommercial          |  |                    | 1,342 |                  
|Real estateconstruction        |  |                    | 173   |                  
|Real estateresidential         |  |                    | 190   |                  
|Home equity lines               |  |                    | 198   |                  
|Consumer                        |  |                    | 222   |                  
|                                |  |                    |       |                  
|Total allowance for loan losses |  | $                  | 3,073 |                  
|                                |  |                    |       |                  

---

23

---

Table 8.

Cardinal Financial Corporation and Subsidiaries
Capital Components
As of September 30, 2002 and December 31, 2001
(Dollars in thousands)

|                                                                |  | Actual |        | For Capital
Adequacy Purposes |       | To Be Well Capitalized Under Prompt Corrective Action Provisions |  
|--------------------------------------------------------------- |  | ------ | ------ | ----------------------------- | ----- | ---------------------------------------------------------------- | -
|
|As of September 30, 2002                                        |  |        |        |                               |       |                                                                  |  
|Total risk based capital/ Total capital to risk-weighted assets |  | $      | 40,708 |                               | 15.21 | %                                                                | $
|Tier I capital/ Tier I capital to risk-weighted assets          |  |        | 37,636 |                               | 14.06 | %                                                                |  
|Total risk based capital/ Total capital to average assets       |  |        | 40,708 |                               | 9.63  | %                                                                |  
|                                                                | 
|As of December 31, 2001                                         |  |        |        |                               |       |                                                                  |  
|Total risk based capital/ Total capital to risk-weighted assets |  | $      | 23,333 |                               | 10.42 | %                                                                | $
|Tier I capital/ Tier I capital to risk-weighted assets          |  |        | 20,230 |                               | 9.04  | %                                                                |  
|Total risk based capital/ Total capital to average assets       |  |        | 23,333 |                               | 8.57  | %                                                                |  

24

---

Table 9.

Cardinal Financial Corporation and Subsidiaries
Interest Rate Sensitivity Gap Analysis
As of September 30, 2002
(Dollars in thousands)

|                                                               |  | Immediate
Repricing |        | 2-90
Days |   | 91-180
Days |   | 181-365
Days |         | 1-3
Years |   | Over 3
Years |   | TOTAL
|-------------------------------------------------------------- |  | ------------------- | ------ | --------- | - | ----------- | - | ------------ | ------- | --------- | - | ------------ | - | -----
|Assets                                                         |  |                     |        |           |   |             |   |              |         |           |   |              |   |      
|Investment securities available-for-sale and other investments |  | $                   |       |           | $ | 7,382       |   | $            | 6,018   |           | $ | 13,009       |   | $    
|                                                               |  |                     |        |           |   |             |   |              |         |           |   |              |   |      
|Federal funds sold                                             |  |                     | 61,186 |           |   |            |   |              |        |           |   |             |   |      
|                                                               |  |                     |        |           |   |             |   |              |         |           |   |              |   |      
|Loans                                                          |  |                     |        |           |   |             |   |              |         |           |   |              |   |      
|Commercial & industrial                                        |  |                     | 15,152 |           |   | 5,761       |   |              | 3,722   |           |   | 8,358        |   |      
|Residential                                                    |  |                     | 108    |           |   | 249         |   |              | 294     |           |   | 2,129        |   |      
|Home equity lines                                              |  |                     | 4,471  |           |   | 20,305      |   |              |        |           |   |             |   |      
|Construction                                                   |  |                     | 4,770  |           |   | 13          |   |              | 6       |           |   | 12           |   |      
|All other                                                      |  |                     | 1,706  |           |   | 555         |   |              | 397     |           |   | 711          |   |      
|                                                               |  |                     |        |           |   |             |   |              |         |           |   |              |   |      
|Total Gross Loans                                              |  |                     | 26,207 |           |   | 26,884      |   |              | 4,420   |           |   | 11,210       |   |      
|                                                               |  |                     |        |           |   |             |   |              |         |           |   |              |   |      
|Total Earning Assets                                           |  |                     | 87,393 |           |   | 34,266      |   |              | 10,438  |           |   | 24,219       |   |      
|                                                               |  |                     |        |           |   |             |   |              |         |           |   |              |   |      
|Cumulative Rate Sensitive Assets                               |  |                     | 87,393 |           |   | 121,659     |   |              | 132,097 |           |   | 156,315      |   |      
|                                                               |  |                     |        |           |   |             |   |              |         |           |   |              |   |      
|Liabilities                                                    |  |                     |        |           |   |             |   |              |         |           |   |              |   |      
|Deposits                                                       |  |                     |        |           |   |             |   |              |         |           |   |              |   |      
|Noninterest-bearing demand                                     |  |                     |       |           |   |            |   |              |        |           |   |             |   |      
|Interest-bearing transaction accounts                          |  |                     | 33,666 |           |   | 16,833      |   |              | 16,833  |           |   | 16,833       |   |      
|Certificates of depositfixed                                  |  |                     | 104    |           |   | 8,611       |   |              | 5,487   |           |   | 22,485       |   |      
|Certificates of depositno penalty                             |  |                     | 116    |           |   | 7,395       |   |              | 9,973   |           |   | 16,404       |   |      
|                                                               |  |                     |        |           |   |             |   |              |         |           |   |              |   |      
|Total Deposits                                                 |  |                     | 33,886 |           |   | 32,839      |   |              | 32,293  |           |   | 55,722       |   |      
|                                                               |  |                     |        |           |   |             |   |              |         |           |   |              |   |      
|Other borrowed funds                                           |  |                     |       |           |   |            |   |              |        |           |   | 1,000        |   |      
|                                                               |  |                     |        |           |   |             |   |              |         |           |   |              |   |      
|Total Deposits & Other Borrowed Funds                          |  |                     | 33,886 |           |   | 32,839      |   |              | 32,293  |           |   | 56,722       |   |      
|                                                               |  |                     |        |           |   |             |   |              |         |           |   |              |   |      
|Cumulative Rate Sensitive Liabilities                          |  | $                   | 33,886 |           | $ | 66,725      |   | $            | 99,018  |           | $ | 155,741      |   | $    
|                                                               |  |                     |        |           |   |             |   |              |         |           |   |              |   |      
|Gap                                                            |  | $                   | 53,507 |           | $ | 1,427       |   | $            | (21,855 | )         | $ | (32,504      | ) | $    
|Cumulative Gap                                                 |  |                     | 53,507 |           |   | 54,934      |   |              | 33,079  |           |   | 575          |   |      
|Gap/ Total Assets                                              |  |                     | 11.98  | %         |   | 0.32        | % |              | -4.89   | %         |   | -7.27        | % |      
|Cumulative Gap/ Total Assets                                   |  |                     | 11.98  | %         |   | 12.29       | % |              | 7.40    | %         |   | 0.13         | % |      
|Rate Sensitive Assets/ Rate Sensitive Liabilities              |  |                     | 2.58   | x         |   | 1.04        | x |              | 0.32    | x         |   | 0.43         | x |      
|Cumulative Rate Sensitive Assets/ Rate Sensitive Liabilities   |  |                     | 2.58   | x         |   | 1.82        | x |              | 1.33    | x         |   | 1.00         | x |      

25

---



Item 3. Controls and Procedures

Based upon an evaluation by our Chief Executive Officer and Chief Financial Officer within 90 days prior to the filing date of this Quarterly Report on
Form 10-QSB, they have concluded that our disclosure controls and procedures, as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934, as amended,
are effective in ensuring that all material information required to be filed in this Quarterly Report has been made known to them in a timely fashion.

There
were no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation referred to
above.

26

---

Part IIOther Information

Item 1. Legal Proceedings

From time to time, the Company is a party to legal proceedings in the ordinary course of business. However, the Company is not engaged in any legal proceedings of
a material nature at the present time.

Item 2. Changes in Securities



Item 3. Defaults Upon Senior Securities



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



VotesDirector

Term ExpiresFor

WithheldNancy K. Falck

2003

8,255,864

178,602J. Hamilton Lambert

2003

8,214,501

219,965Jones V. Isaac

2004

8,288,364

146,102B.G. Beck

2005

8,288,364

146,102William G. Buck

2005

8,288,364

146,102Bernard H. Clineburg

2005

8,288,364

146,102John W. Fisher

2005

8,255,864

178,602Emad Saadeh

2005

8,288,364

146,102




Director

Term ExpiresRobert M. Barlow

2003James D. Russo

2003George P. Shafran

2003Wayne W. Broadwater

2004Sidney O. Dewberry

2004Harold E. Lieding

2004John H. Rust

2004


The
approval of the Cardinal Financial Corporation 2002 Equity Compensation Plan was voted on at the meeting and approved by a vote of 4,507,317 for, 445,230 against, with 605,135
abstentions.

27

---

Finally,
the shareholders voted on and approved the appointment of KPMG LLP as the Company's independent auditors by a vote of 8,415,648 for, 15,730 against, with 3,088 abstentions.

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K



3.1  Articles
of Incorporation of Cardinal Financial Corporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form SB-2,
Registration No. 333-82946, filed with the Commission on February 19, 2002 (the "Original Form SB-2")).

3.2  Articles
of Amendment to the Articles of Incorporation of Cardinal Financial Corporation, setting forth the designation for the Series A Preferred Stock and other
changes (incorporated by reference to Exhibit 3.2 to the Original Form SB-2) and Articles of Amendment to the Articles of Incorporation of Cardinal Financial Corporation, further
setting forth the designation for the Series A Preferred Stock and other changes (incorporated by reference to Exhibit 3.2 to the Pre-Effective Amendment No. 1 to Form
SB-2, Registration No. 333-82946, filed with the Commission on March 21, 2002 ("Amendment No. 1")).

3.3  Amended
Bylaws of Cardinal Financial Corporation (incorporated by reference to Exhibit 3.3 to the Form 10-QSB filed with the Commission on
August 14, 2002).

4.1  Form
of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Original Form SB-2).

10.1 Employment
Agreement, dated as of February 12, 2002, between Cardinal Financial Corporation and Bernard H. Clineburg (incorporated by reference to
Exhibit 10.1 to the Original Form SB-2).

10.2 Executive
Employment Agreement, dated as of February 12, 2002, between Cardinal Financial Corporation and Carl E. Dodson (incorporated by reference to
Exhibit 10.2 to the Original Form SB-2).

10.3 Executive
Employment Agreement, dated as of February 12, 2002 between Cardinal Financial Corporation and F. Kevin Reynolds (incorporated by reference to
Exhibit 10.4 to the Original Form SB-2).

10.4 Executive
Employment Agreement, dated as of February 12, 2002, between Cardinal Financial Corporation and Christopher W. Bergstrom (incorporated by reference to
Exhibit 10.5 to the Original Form SB-2).

10.5 Cardinal
Financial Corporation 1999 Stock Option Plan, as amended (incorporated by reference to Exhibit 10.7 to the Original Form SB-2).

10.6 Cardinal
Financial Corporation 2002 Equity Compensation Plan (incorporated by reference to Exhibit 10.8 to the Form 10-QSB filed with the
Commission on August 14, 2002).

99.1 Certification
by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2 Certification
by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



On
July 8, 2002 the registrant filed a Report on Form 8-K attaching its July 3, 2002 press release concerning a writedown of a Worldcom bond.

28

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report on Form 10-QSB to be signed on
its behalf by the undersigned thereunto duly authorized.

|                        |  | CARDINAL FINANCIAL CORPORATION(Registrant)                                                                                
|----------------------- |  | --------------------------------------------------------------------------------------------------------------------------
|Date: November 14, 2002 |  | /s/BERNARD H. CLINEBURGBernard H. Clineburg Chairman, President and
Chief Executive Officer                               
|Date: November 14, 2002 |  | /s/JOHN P. HOLLERBACHJohn P. Hollerbach Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

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CERTIFICATION

I, Bernard H. Clineburg, Chief Executive Officer of the registrant, certify that:

1.    I
have reviewed this quarterly report on Form 10-QSB of Cardinal Financial Corporation;

2.    Based
on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.    Based
on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.    The
registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



5.    The
registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent function):



6.    The
registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses.

|November 14, 2002 |  | /s/BERNARD H. CLINEBURGBernard H. Clineburg,
Chairman, President and
Chief Executive Officer
|----------------- |  | --------------------------------------------------------------------------------------------

30

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CERTIFICATION

I, John P. Hollerbach, Chief Financial Officer of the registrant, certify that:

1.    I
have reviewed this quarterly report on Form 10-QSB of Cardinal Financial Corporation;

2.    Based
on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.    Based
on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.    The
registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



5.    The
registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent function):



6.    The
registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses.

|November 14, 2002 |  | /s/JOHN P. HOLLERBACHJohn P. Hollerbach,
Executive Vice President and
Chief Financial Officer
|----------------- |  | ---------------------------------------------------------------------------------------------

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