U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                 [X] Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the quarterly period ended March 31, 2000

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

          For the transition period from ____________ to _____________

                         Commission file number: 0-24557

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


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

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

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

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

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

          4,242,634 shares of common stock, par value $1.00 per share,
                        outstanding as of March 31, 2000



<PAGE>


                         CARDINAL FINANCIAL CORPORATION

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                          Page No.

Part I.       Financial Information

         Item 1.  Financial Statements
<S>                                                                                                          <C>
                  Consolidated Statements of Condition
                  March 31, 2000 (Unaudited) and December 31, 1999...........................................3

                  Consolidated Statements of Operations (Unaudited)
                  For the Three Months Ended
                  March 31, 2000 and March 31, 1999..........................................................4

                  Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
                  For the Three Months Ended
                  March 31, 2000 and March 31, 1999..........................................................5

                  Consolidated Statement of Changes in Shareholders' Equity (Unaudited)
                  For the Three Months Ended March 31, 2000 and March 31, 1999...............................6

                  Consolidated Statements of Cash Flows (Unaudited)
                  For the Three Months Ended March 31, 2000 and March 31, 1999...............................7

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

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


Part II.      Other Information

         Item 1.  Legal Proceedings.........................................................................21

         Item 2.  Changes in Securities and Use of Proceeds.................................................21

         Item 3.  Defaults Upon Senior Securities...........................................................21

         Item 4.  Submission of Matters to a Vote of Security Holders.......................................21

         Item 5.  Other Information.........................................................................21

         Item 6.  Exhibits and Reports on Form 8-K..........................................................21

Signatures

</TABLE>

                                       2

<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CONDITION

                   As of March 31, 2000 and December 31, 1999
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                    (Unaudited)
                                                                                      March 31,          December 31,
                                    Assets                                               2000                1999
                                                                                   -----------------   -----------------
<S>                                                                                <C>                 <C>
Cash & due from banks                                                              $       4,180       $       6,018
Federal funds sold                                                                        20,378              13,025
                                                                                   -----------------   -----------------
                   Total cash and cash equivalents                                        24,558              19,043
Investment securities available-for-sale                                                   4,620               4,807
Other investments                                                                          1,028               1,015
Loans receivable, net of fees                                                             81,444              68,167
Allowance for loan losses                                                                   (869)               (726)
                                                                                   -----------------   -----------------
                                                                                          80,575              67,441
Premises and equipment, net                                                                4,476               4,203
Accrued interest and other assets                                                            668                 524
                                                                                   -----------------   -----------------
                   Total assets                                                    $     115,925       $      97,033
                                                                                   =================   =================
                     Liabilities and Shareholders' Equity

Deposits                                                                           $      80,010       $      59,873
Borrowings                                                                                 6,000               6,000
Accrued interest and other liabilities                                                       185                 415
                                                                                   -----------------   -----------------
                   Total liabilities                                                      86,195              66,288
Common stock, $1 par value, 50,000,000 shares authorized,
    shares outstanding 4,242,634 in 2000 and 1999                                          4,243               4,243
Additional paid in capital                                                                32,498              32,496
Accumulated deficit                                                                       (6,823)             (5,881)
Accumulated other comprehensive income (loss)                                               (188)               (113)
                                                                                   -----------------   -----------------
                   Total shareholders' equity                                             29,730              30,745
                                                                                   -----------------   -----------------
                   Total liabilities and shareholders' equity                      $     115,925       $      97,033
                                                                                   =================   =================
</TABLE>

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>





                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

               For the three months ended March 31, 2000 and 1999
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                         2000                1999
                                                                                   -----------------   -----------------
<S>                                                                                <C>                 <C>
Interest income:
    Loans receivable                                                               $   1,528,938       $     354,895
    Federal funds sold                                                                   287,204             320,801
    Investment securities available-for-sale                                              72,202             127,914
    Other investments                                                                     15,480               3,293
                                                                                   -----------------   -----------------
                   Total interest income                                               1,903,824             806,903
Interest expense:
    Deposits                                                                             654,516             199,510
    Borrowings                                                                            96,214                 --
                                                                                   -----------------   -----------------
                   Total interest expense                                                750,730             199,510
                                                                                   -----------------   -----------------
                   Net interest income                                                 1,153,094             607,393
Provision for loan losses                                                                143,091              68,125
                                                                                   -----------------   -----------------
                   Net interest income after provision for loan losses                 1,010,003             539,268
Non-interest income:
    Service charges on deposit accounts                                                   20,401               5,087
    Loan service charges                                                                  63,104              19,198
    Investment fee income                                                                313,326               1,278
    Gains from sale of securities                                                            --               11,203
    Other income                                                                          26,848               8,457
                                                                                   -----------------   -----------------
                   Total non-interest income                                             423,679              45,223
Non-interest expense:
    Salary and benefits                                                                1,362,859             761,618
    Occupancy                                                                            221,508             215,228
    Professional fees                                                                    101,554             117,007
    Depreciation                                                                         128,500              59,945
    Other operating expenses                                                             561,421             255,010
                                                                                   -----------------   -----------------
                   Total non-interest expense                                          2,375,842           1,408,808
                                                                                   -----------------   -----------------
                   Net loss before income taxes                                         (942,160)           (824,317)
Provision for income taxes                                                                   --                  --
                                                                                   -----------------   -----------------
                   Net loss                                                        $    (942,160)      $    (824,317)
                                                                                   =================   =================
Basic and diluted loss per share                                                   $       (0.22)      $       (0.19)
                                                                                   =================   =================
Weighted-average shares outstanding                                                    4,242,634           4,239,509
                                                                                   =================   =================

</TABLE>


See accompanying notes to consolidated financial statements.


                                       4
<PAGE>


                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

               For the three months ended March 31, 2000 and 1999
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                      2000                1999
                                                                -----------------   -----------------
<S>                                                             <C>                 <C>
Net loss                                                        $       (942,160)   $       (824,317)
Other comprehensive income (loss):
    Unrealized holding loss on investment securities
       available-for-sale                                                (75,179)            (21,633)
                                                                -----------------   -----------------
                   Comprehensive loss                           $     (1,017,339)   $       (845,950)
                                                                =================   =================
</TABLE>

See accompanying notes to consolidated financial statements.



                                       5
<PAGE>





                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                   Three months ended March 31, 2000 and 1999
                      (In thousands, except per share data)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                       Accumulated
                                                                                         Additional       Other
                                                              Common       Paid-in      Accumulated   Comprehensive
                                                   Shares      Stock       Capital        Deficit      Income (Loss)      Total
                                                   ------      -----       -------        -------     -------------       -----

<S>                                                <C>       <C>          <C>            <C>             <C>              <C>
Balance, January 1, 1999                           4,240     $  4,240     $ 32,327       $ (1,842)       $      3         $ 34,728

Change in unrealized holding loss on
    investment securities available-for-sale,
    net of tax                                      --           --           --             --               (22)             (22)
Reversal of Expense Accrual from
    Public Offering                                 --           --            138           --              --                138
Net loss                                            --           --           --             (824)           --               (824)
                                                --------     --------     --------       --------        --------         --------
Balance, March 31, 1999                            4,240     $  4,240     $ 32,465       $ (2,666)       $    (19)        $ 34,020
==================================================================================================================================

Balance, January 1, 2000                           4,243     $  4,243     $ 32,496       $ (5,881)       $   (113)        $ 30,745

Accrual of stock award                              --           --              2           --              --                  2
Change in unrealized holding loss on
    investment securities available-for-sale        --           --           --             --               (75)             (75)
Net loss                                            --           --           --             (942)           --               (942)
                                                --------     --------     --------       --------        --------         --------
Balance, March 31, 2000                            4,243     $  4,243     $ 32,498       $ (6,823)       $   (188)        $ 29,730
==================================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.



                                       6
<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               For the three months ended March 31, 2000 and 1999
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                        2000        1999
                                                                      --------    --------
Cash flows from operating activities:
<S>                                                                   <C>         <C>
    Net loss                                                          $   (942)   $   (824)
    Adjustments to reconcile net loss to net cash used in operating
       activities:
          Depreciation                                                     129          60
          Provision for loan losses                                        143          68
          Gain on sale of investment securities available-for-sale        --           (11)
          Increase in accrued interest and other assets                   (144)        (36)
          Decrease in accrued interest and other liabilities              (288)       (310)
          Compensation related to stock awards                               2        --
                                                                      --------    --------
                   Net cash used in operating activities                (1,100)     (1,053)
                                                                      --------    --------
Cash flows from investing activities:

    Purchase of premises and equipment                                    (402)       (588)
    Proceeds from sale of securities                                         6       1,984
    Purchase of securities                                                 (18)        (15)
    Redemptions of investment securities-available-for-sale                169       3,562
    Net increase in loan portfolio                                     (13,277)     (5,714)
                                                                      --------    --------
                   Net cash used in investing activities               (13,522)       (771)
                                                                      --------    --------
Cash flows from financing activities:

    Net increase in deposits                                            20,137       4,065
    Reversal of accrued costs related to public offering                  --           138
                                                                      --------    --------
               Net cash provided by financing activities                20,137       4,203
                                                                      --------    --------
Net increase in cash and cash equivalents                                5,515       2,379
Cash and cash equivalents at beginning of period                        19,043      25,350
                                                                      --------    --------
Cash and cash equivalents at end of period                            $ 24,558    $ 27,729
                                                                      ========    ========
Supplemental disclosure of cash flow information
    Cash paid during period for interest:                             $    760    $    200
                                                                      ========    ========
</TABLE>

See accompanying notes to consolidated financial statements



                                       7
<PAGE>




                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000
                                   (Unaudited)

Note 1

Organization

Cardinal  Financial  Corporation (the "Company") was  incorporated  November 24,
1997 under the laws of the  Commonwealth  of Virginia as a holding company whose
activities  consist of  investment  in its wholly owned  subsidiaries,  Cardinal
Bank, N.A.,  Cardinal Wealth  Services,  Inc.,  Cardinal Bank -  Manassas/Prince
William, N.A. and Cardinal Bank - Dulles, N.A.

Basis of Presentation

In the opinion of management,  the accompanying condensed consolidated financial
statements have been prepared in accordance with generally  accepted  accounting
principles for interim financial information.  Accordingly,  they do not include
all of the information and footnotes required by generally  accepted  accounting
principles for complete financial statements. However, all adjustments that are,
in the  opinion  of  management,  necessary  for a fair  presentation  have been
included.  The results of  operations  for the three months ended March 31, 2000
are not  necessarily  indicative of the results to be expected for the full year
ending December 31, 2000. The unaudited interim  financial  statements should be
read in conjunction with the audited financial statements and notes to financial
statements that are presented in the Company's  Annual Report on Form 10-KSB for
the year ended December 31, 1999.

Note 2

Segment Disclosures

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

Information about reportable segments, and reconciliation of such information to
the  consolidated  financial  statements as of and for the quarter to date ended
March 31, 2000 and 1999 follows:


                                       8
<PAGE>


For the Three Months Ended March 31, 2000 (in dollars):



<TABLE>
<CAPTION>
                                              Commercial       Investment      Intersegment
                                               Banking          Advisory       Elimination        Other        Consolidated
                                         ----------------------------------------------------------------------------------
<S>                                          <C>                 <C>          <C>             <C>              <C>
Net interest income                              993,606               -                 -       159,488         1,153,094

Provision for loan losses                        143,091               -                 -             -           143,091

Non-interest income                              106,020         313,326           (3,553)         7,886           423,679

Non-interest expense                           1,413,143         467,949           (3,553)       498,303         2,375,842
                                             -----------         -------      -----------     ----------       -----------
Net income (loss)                              (456,608)       (154,623)                 -     (330,929)         (942,160)
                                             ===========         =======      ===========     ==========
Total Assets                                 106,990,578         212,631      (21,178,772)    29,900,182       115,924,619


</TABLE>



For the Three Months Ended March 31, 1999 (in dollars):
<TABLE>
<CAPTION>

                                              Commercial       Investment      Intersegment
                                               Banking          Advisory       Elimination        Other        Consolidated
                                         ----------------------------------------------------------------------------------
<S>                                           <C>                <C>           <C>            <C>               <C>
Net interest income                              280,407               -                 -       326,986           607,393

Provision for loan losses                         68,125               -                 -             -            68,125

Non-interest income                               43,945           1,278                 -             -            45,223
Non-interest expense                             697,587         195,001                 -       516,220         1,408,808
                                              ----------         -------       -----------    ----------        ----------
Net income (loss)                              (441,360)       (193,723)                 -     (189,234)         (824,317)
                                              ==========         =======       ==========     ==========        ==========
Total Assets                                  32,129,128         188,565       (6,553,889)    34,578,494        60,342,298



</TABLE>




The Company does not have operating  segments other than those reported.  Parent
Company  financial  information  is  included  in the Other  category  above and
represents the overhead function rather than an operating segment.


                                        9
<PAGE>


Note 3

Earnings Per Share

The following  discloses the calculation of basic and diluted earnings per share
as of March 31,  2000 and 1999.  Because  the  Company has net losses due to the
start-up nature of the organization,  stock options issued have an anti-dilutive
effect on the earnings per share calculation.

                                                     2000             1999
                                                     ----             ----
Net loss                                        $  (942,160)       $  (824,317)
Weighted average shares for basic and diluted     4,242,634          4,239,509
Basic and diluted loss per share                $      (.22)       $      (.19)

Note 4

Subsequent Events

On April 17, 2000,  the Company  entered into a definitive  agreement to acquire
the Heritage  Bancorp,  Inc. Under the terms of the agreement,  the Company will
issue a combination  of cash and shares of  convertible  preferred  stock to the
shareholders of Heritage in exchange for all of the shares of Heritage's  common
stock. Heritage's shareholders will be able to elect to receive $6.00 in cash or
1.2 shares of  convertible  preferred  stock for each share of  Heritage  stock,
subject to certain adjustments to permit the Company to issue an equal amount of
cash and  convertible  preferred  stock.  The  completion of the  acquisition is
subject to shareholder and regulatory  approval,  which is expected in the third
quarter of 2000.



                                       10
<PAGE>


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

General

Cardinal Financial  Corporation (the "Company") is the holding company for three
bank  subsidiaries  and one non-bank  subsidiary.  The Company began  operations
November 24, 1997 and opened its first bank subsidiary,  Cardinal Bank, N.A., on
June 8, 1998.  Following its private  offering in December  1997 that  generated
$10.6 million in capital,  the Company raised an additional  $26.0 million in an
initial  public  offering of 2,830,000  shares in July 1998.  In February  1999,
Cardinal  Wealth  Services,  Inc.  began  operations as the  Company's  non-bank
investment advisory  subsidiary.  Through a strategic alliance with LM Financial
Partners,  Inc., a wholly owned subsidiary of Legg Mason, Inc.,  Cardinal Wealth
Services,  Inc. can offer an extensive range of financial products and services.
In  July  1999,  the  Company's   second  bank   subsidiary,   Cardinal  Bank  -
Manassas/Prince William, N.A. began operations. Cardinal Bank -Dulles, N.A., the
third bank subsidiary, began operations in August 1999.

The following presents management's  discussion and analysis of the consolidated
financial  condition  and results of  operations  of the Company as of March 31,
2000 and for the three  months  ended  March 31, 2000 and March 31,  1999.  This
discussion should be read in conjunction with the Company's  Unaudited Condensed
Consolidated  Financial  Statements and the notes thereto appearing elsewhere in
this report.

Financial Condition

Total  assets of the Company were $115.9  million at March 31, 2000  compared to
$97.0 million at December 31, 1999. This represents an increase of $18.9 million
or 19.5%  and is due to  increased  deposit  and loan  generation.  Gross  loans
increased $13.3 million to $81.4 million at March 31, 2000 from $68.2 million at
December  31,  1999 (see Table 1 for loan  portfolio  details).  Total  deposits
increased  $20.1  million to $80.0  million at March 31, 2000  compared to $59.9
million at December 31, 1999. Total cash and cash equivalents increased to $24.6
million at March 31, 2000 from $19.0  million at December 31,  1999.  Investment
securities  available-for-sale  and other investments  declined $174 thousand to
$5.6 million at March 31, 2000 from $5.8 million at December 31, 1999 (see Table
2 for details of the investment securities  available-for-sale  portfolio).  The
increase  in loans of $13.3  million  was  funded  primarily  through  increased
deposits.  Shareholders'  equity at March 31, 2000 was $29.7 million compared to
$30.7  million at December 31, 1999.  Book value per share on March 31, 2000 was
$7.01 compared to $7.25 on December 31, 1999.

Results of Operations

Net loss for the three  months  ended March 31, 2000 was $942  thousand or $0.22
per share  compared  to a net loss of $824  thousand  or $0.19 per share for the
three  months ended March 31,  1999.  The increase in the net loss  reflects the
expenses  associated with the operation of two additional bank subsidiaries that
opened in the third  quarter  of 1999.  Return on  average  assets and return on
average  equity  for the three  months  ended  March 31,  2000 were  -3.53%  and
-12.39%,  respectively.  For the three months  ended March 31,  1999,  return on
average   assets  and  return  on  average   equity   were  -5.76%  and  -9.70%,
respectively.

Net interest  income is the Company's  primary  source of revenue and represents
the difference  between  interest and fees earned on interest bearing assets and
the  interest  paid on deposits  and other  interest  bearing  liabilities.  Net
interest  income for the three  months  ended March 31,  2000 was $1.15  million
compared to $607 thousand for the three months ended March 31, 1999.




                                       11
<PAGE>


The Company's net interest  margin for the three months ended March 31, 2000 was
4.93%  compared  to 4.54% for the three  months  ended  March 31,  1999.  The 39
basis-point increase in the margin can be attributed to a change in asset mix as
loans  represented a higher  percentage of interest  earning assets at March 31,
2000 than at March 31,  1999.  Table 3 presents an  analysis of average  earning
assets,  interest  bearing  liabilities  and demand  deposits  with the  related
components of interest income and interest expense.

The provision for loan losses for the three months ended March 31, 2000 was $143
thousand compared to $68 thousand for the three months ended March 31, 1999. The
increase is due to the increased loan balances. The allowance for loan losses at
March 31, 2000 was $869 thousand compared to $726 thousand at December 31, 1999.
The ratio of the  allowance for loan losses to gross loans at March 31, 2000 was
1.07%  compared to a ratio of 1.07% at December 31, 1999. In the fourth  quarter
of 1999, the Company purchased a $7.8 million  installment loan portfolio.  This
transaction  was  structured in such a way that the seller  absorbs losses up to
115 basis points of the outstanding balances. Consequently, the Company does not
expect losses in this portfolio and did not add to its allowance for loan losses
when this  transaction  was recorded.  The second factor to be considered is the
Company's  Business Manager receivable  financing  product.  Under this product,
advances  to  customers  are  collateralized  by  customer   receivables  and  a
restricted  deposit account equal to at least 10% of the amount  borrowed.  As a
result,  the Company does not expect losses on those  transactions and therefore
has not added to its allowance for loan losses.  Table 4 reflects the components
of the  allowance for loan losses and  calculates  the loan loss ratio two ways:
first, with total gross loans, and second, with total gross loans less purchased
loans and the Business Manager receivables.

Non-interest  income for the three months ended March 31, 2000 was $424 thousand
compared  to $45  thousand  for the  three  months  ended  March 31,  1999.  The
significant increase in non-interest income was due to investment fees generated
by the  Company's  non-bank  subsidiary,  Cardinal  Wealth  Services,  Inc. This
subsidiary  opened in  February,  1999 and had  minimal fee income for the three
months ended March 31, 1999.

Non-interest  expense for the three months  ended March 31, 2000  totaled  $2.38
million compared to $1.41 million for the three months ended March 31, 1999. The
increases in expenses  were due to the opening of two bank  subsidiaries  in the
third quarter of 1999 and the resulting  increase in personnel.  Total employees
increased to 88 as of March 31, 2000 from 45 as of March 31, 1999. Non-personnel
related  expenses  associated  with the  operation of the new bank  subsidiaries
increased as well.

Business Segment Operations

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

Commercial Banking

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

For the three months ended March 31, 2000 the commercial  banking  segment had a
net loss of $456.6  thousand  compared to a net loss of $441.4  thousand for the
three months ended March 31, 1999. As of March 31, 2000 total assets were $107.0
million,  total loans were $81.4 million and deposits were $80.0


                                       12
<PAGE>

million. As of March 31, 1999, total assets were $32.1 million, total loans were
$22.0 million and deposits were $25.9 million.

Investment Advisory Services

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

For the three  months  ended March 31,  2000 the  investment  advisory  services
segment had a net loss of $154.6  thousand.  As of March 31,  2000 total  assets
were $212.6 thousand and total assets under  management were $72.6 million.  For
the three  months ended March 31, 1999 the net loss was $193.7  thousand.  As of
March 31,  1999  total  assets  were  $188.6  thousand  and total  assets  under
management were $22.6 million.

Capital Resources

Shareholders'  equity at March  31,  2000 was $29.7  million  compared  to $30.7
million at December 31,  1999.  The  reduction  in equity  reflects the net loss
recorded for the quarter  ended March 31, 2000.  At March 31, 2000 the Company's
tier 1 and total risk-based  capital ratios were 30.9% and 31.8%,  respectively.
At December 31, 1999 the Company's  tier 1 and total  risk-based  capital ratios
were 37.9% and 38.8%, respectively.  The decline in the Company's capital ratios
is due to the  increase in total assets as well as the  absorption  of operating
losses.  Table 5 reflects the  components  of  regulatory  capital.  The Company
continues  to maintain a capital  structure  that  places it well above  minimum
regulatory requirements.

Liquidity

Liquidity  provides  the  Company  with  the  ability  to  meet  normal  deposit
withdrawals while also providing for the credit needs of customers. At March 31,
2000, cash and cash equivalents and securities  available for sale totaled $29.2
million or 25% of total assets  compared to $23.8 million or 25% of total assets
at December 31, 1999.  Management  is  committed to  maintaining  liquidity at a
level sufficient to protect depositors,  provide for reasonable growth and fully
comply with all regulatory requirements.

Interest Rate Sensitivity

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

The data in Table 6 reflects re-pricing or expected maturities of various assets
and  liabilities  as of March 31,  2000.  This  "gap"  analysis  represents  the
difference  between interest sensitive assets and liabilities in a specific time
interval.  Interest sensitivity gap analysis presents a position that existed at
one  particular  point in time and  assumes  that  assets and  liabilities  with
similar  re-pricing  characteristics  will  re-price at the same time and to the
same degree.


                                       13
<PAGE>

Year 2000

The  Company  successfully  completed  the  transition  to the year 2000 with no
impact on the  Company's  financial  condition.  The Company is not aware of any
significant third party relationships which were negatively impacted by the year
2000 transition.  The cost of year 2000 readiness was minimal to the Company due
to its recent  formation and the ability to incorporate  year 2000 ready systems
and vendors at its inception.

Forward Looking Statements

Certain  information  contained in this discussion may include  "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended.
These  forward-looking  statements  are generally  identified by phrases such as
"the Company expects," "the Company  believes" or words of similar import.  Such
forward-looking  statements  involve known and unknown risks including,  but not
limited to, changes in general economic and business  conditions,  interest rate
fluctuations,  competition  within and from  outside the banking  industry,  new
products and  services in the banking  industry,  risk  inherent in making loans
such as repayment risks and fluctuating  collateral  values,  changing trends in
customer profiles and changes in laws and regulations applicable to the Company.
Although  the  Company  believes  that  its  expectations  with  respect  to the
forward-looking statements are based upon reliable assumptions within the bounds
of its knowledge of its business and operations,  there can be no assurance that
actual  results,  performance  or  achievements  of the Company  will not differ
materially  from any future results,  performance or  achievements  expressed or
implied by such forward-looking statements. For more information on factors that
could affect  expectations,  see the Company's  Annual Report on Form 10-KSB for
the year ended December 31, 1999.


                                       15
<PAGE>


Table 1.

                          Cardinal Financial Corporation and Subsidiaries
                                               Loans

<TABLE>
<CAPTION>

                                                 March 31,                      December 31,
                                                    2000                            1999
                                        ----------------------------    -----------------------------


<S>                                            <C>           <C>                 <C>          <C>
Commercial                                     $ 24,977      30.68%              $ 22,558     33.10%
Real estate - commercial                         27,032      33.20%                19,780     29.03%
Real estate - construction                          756       0.93%                   870      1.28%
Real estate - residential                        14,283      17.54%                11,851     17.39%
Home equity lines                                 4,902       6.02%                 3,777      5.54%
Consumer                                          9,465      11.63%                 9,311     13.66%
                                        ----------------------------    -----------------------------

Gross loans                                    $ 81,415     100.00%              $ 68,147    100.00%

Less: unearned income, net                           29                                20
Less: allowance for loan losses                    (869)                             (726)
                                        ----------------                ------------------

Total loans, net                               $ 80,575                          $ 67,441
                                        ================                ==================

</TABLE>



                                       15
<PAGE>


Table 2.

                 Cardinal Financial Corporation and Subsidiaries
                   Investment Securities - Available-for-Sale
                   As of March 31, 2000 and December 31, 1999
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                           Amortized        Fair       Unrealized     Average
As of March 31, 2000                                         Par Value        Cost         Value      Gain/(Loss)      Yield
                                                           ----------------------------------------------------------------------
<S>                                                              <C>           <C>           <C>             <C>           <C>
U.S. Government Agencies and Enterprises

     One to five years                                           $ 3,000       $ 3,000       $ 2,920         $ (80)        5.90%
     After ten years                                                 500           498           440           (58)        6.26%
                                                           ----------------------------------------------------------------------
           Total U.S. Government Agencies                        $ 3,500       $ 3,498       $ 3,360        $ (138)        5.95%
                                                           ----------------------------------------------------------------------

Mortgage-Backed Securities

     Five to ten years                                           $ 1,305       $ 1,310       $ 1,260         $ (50)        5.96%
                                                           ----------------------------------------------------------------------
           Total Mortgage-Backed Securities                      $ 1,305       $ 1,310       $ 1,260         $ (50)        5.96%
                                                           ----------------------------------------------------------------------
           Total Investment Securities-Available-for-Sale        $ 4,805       $ 4,808       $ 4,620        $ (188)        5.93%
                                                           ======================================================================
</TABLE>

<TABLE>
<CAPTION>

                                                                           Amortized        Fair       Unrealized     Average
As of December 31, 1999                                      Par Value        Cost         Value      Gain/(Loss)      Yield
                                                           ----------------------------------------------------------------------
U.S. Government Agencies and Enterprises
<S>                                                              <C>           <C>           <C>             <C>           <C>
     Within one year                                             $ 2,000       $ 2,000       $ 1,948         $ (52)        5.99%
     One to five years                                             1,000         1,000           979           (21)        5.74%
     After ten years                                                 500           499           445           (54)        6.26%
                                                           ----------------------------------------------------------------------
           Total U.S. Government Agencies                        $ 3,500       $ 3,499       $ 3,372        $ (127)        5.95%
                                                           ----------------------------------------------------------------------

Mortgage-Backed Securities

     Within one year                                               $ 305         $ 305         $ 304          $ (1)        5.63%
     One to five years                                               367           368           368             -         5.92%
     Five to ten years                                               803           806           763           (43)        5.93%
                                                           ----------------------------------------------------------------------
           Total Mortgage-Backed Securities                      $ 1,475       $ 1,479       $ 1,435         $ (44)        5.87%
                                                           ----------------------------------------------------------------------
           Total Investment Securities-Available-for-Sale        $ 4,975       $ 4,978       $ 4,807        $ (171)        5.93%
                                                           ======================================================================

</TABLE>



                                       16
<PAGE>


Table 3.

                 Cardinal Financial Corporation and Subsidiaries
                            Rate and Volume Analysis
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

     First Quarter          First Quarter                                         First Quarter                        Variance
     Average Volume         Average Rate                                             Interest         Increase      Attributable to
     2000        1999      2000      1999                                         2000      1999      (Decrease)     Rate    Volume
------------------------ --------------------                                  --------------------  -------------------------------
<S>  <C>       <C>           <C>       <C>                                       <C>         <C>          <C>         <C>     <C>
                                                Interest Income
                                                Loans:
     $ 23,652   $ 6,445      8.79%     8.32%              Commercial               $ 520     $ 134        $ 386        $ 28   $ 358
       22,935     3,587      8.34%     8.48%              Real estate - commercial   478        76          402          (8)    410
        1,022       526     10.57%     7.60%              Real estate - construction  27        10           17           8       9
       12,955     5,668      7.60%     7.27%              Real estate - residential  246       103          143          11     132
        4,258     1,211      8.17%     6.28%              Home equity lines           87        19           68          20      48
        9,288       588      7.41%     8.84%              Consumer                   172        13          159         (33)    192
------------------------------------------------------------------------------------------------------------------------------------
       74,110    18,025      8.26%     7.88%                        Total loans    1,530       355        1,175          26   1,149

        4,700     9,238      6.13%     5.54%    Investment Securities - AFS           72       128          (56)          7     (63)

        1,016       225      5.91%     5.33%    Other Investments                     15         3           12           1      11

       18,147    26,898      6.33%     4.77%    Federal Funds Sold                   287       321          (34)         70    (104)

     $ 97,973  $ 54,386      7.77%     5.94%    Total interest-earning assets    $ 1,904     $ 807      $ 1,097       $ 104   $ 993
====================================================================================================================================

                                                Interest Expense

      $ 3,306   $ 1,912      2.31%     2.10%              Interest Checking         $ 19      $ 10          $ 9         $ 2     $ 7
       10,884     4,299      3.54%     4.11%              Money Markets               96        44           52         (15)     67
          624       111      3.21%     3.61%              Statement Savings            5         1            4          (1)      5
       38,169    12,078      5.62%     4.82%              Certificates of Deposit    535       145          390          77     313
------------------------------------------------------------------------------------------------------------------------------------
       52,983    18,400      4.96%     4.36%    Total Interest-Bearing Liabilities   655       200          455          63     392

        6,000         -      6.42%     0.00%    Borrowings                            96         -           96          96       -

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

     $ 58,983  $ 18,400      5.11%     4.36%    Total interest-bearing liabilities $ 751     $ 200        $ 551       $ 159     392
====================================================================================================================================

       46,871    38,898                         Other Sources

------------------------------------------------------------------------------------------------------------------------------------
      105,854    57,298      2.84%     1.40%    Total Sources of Funds               751       200          551         159     392
------------------------------------------------------------------------------------------------------------------------------------

     $ 38,990  $ 35,986      4.93%     4.54%    Net Interest Margin              $ 1,153     $ 607        $ 546       $ (55)  $ 601
====================================================================================================================================
</TABLE>

 No tax equivalent adjustment made to the above table.


                                       17
<PAGE>


Table 4.

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

<TABLE>
<CAPTION>
                                                       2000                    1999
                                                 -----------------       ------------------
<S>                                                         <C>                      <C>
Beginning balance, January 1                                $ 726                    $ 212

Provision for loan losses                                     143                       68

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

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

Net charge-offs                                                 -                        -

Balance, March 31                                           $ 869                    $ 280
===========================================================================================

</TABLE>

<TABLE>
<CAPTION>

                                                     March 31,             December 31,               March 31,
Loans:                                                 2000                    1999                      1999
                                                 -----------------       ------------------        -----------------
<S>                                                      <C>                      <C>                      <C>
            Balance at period end                        $ 81,444                 $ 68,167                 $ 21,760
            Allowance for loan losses to
            Period end loans                                1.07%                    1.07%                    1.29%

            Less: Business Manager                        $ 2,196                  $ 1,522                    $ 107
            Less: Purchased Loans                           7,331                    7,687                        -
                                                 -----------------       ------------------        -----------------
            Adjusted Loan Balance                        $ 71,917                 $ 58,958                 $ 21,653

            Allowance for loan losses to
            Period end adjusted loans                       1.21%                    1.23%                    1.30%

</TABLE>


                                       18
<PAGE>


Table 5.

                 Cardinal Financial Corporation and Subsidiaries
                               Capital Components
                   As of March 31, 2000 and December 31, 1999
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                         To Be Well
                                                                                                      Capitalized Under
                                                                               For Capital            Prompt Corrective
                                                           Actual           Adequacy Purposes         Action Provisions
                                                  ---------------------  -----------------------   ------------------------
                                                     Amount     Ratio       Amount       Ratio      Amount        Ratio
                                                     ------     -----       ------       -----      ------        -----

<S>                                                   <C>        <C>        <C>        <C>          <C>          <C>
    As of March 31, 2000

    Total risk based capital to risk weighted assets  $ 30,787   31.84%     $7,736     >  8.00%     $9,670        > 10.00%
    Tier I capital to risk weighted assets              29,918   30.94%      3,868     >  4.00%      5,802        > 6.00%
    Leverage ratio total risk based capital to total
     assets                                             30,787   26.52%      4,643     >  4.00%      5,804        > 5.00%

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

    As of December 31, 1999

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

</TABLE>

                                       19


<PAGE>


Table 6.

                 Cardinal Financial Corporation and Subsidiaries
                     Interest Rate Sensitivity Gap Analysis
                              As of March 31, 2000
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                      1-90         91-180       181-365         1-5         Over 5
                                                      Days          Days          Days         Years        Years         TOTAL
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>           <C>           <C>          <C>           <C>
                     ASSETS

Investment securities available-for-sale
U.S. Government agency securities                          $ -           $ -           $ -      $ 2,920         $ 440       $ 3,360
Mortgage-backed securities                                   -             -             -            -         1,260         1,260
------------------------------------------------------------------------------------------------------------------------------------
Total investment securities available-for-sale               -             -             -        2,920         1,700         4,620
------------------------------------------------------------------------------------------------------------------------------------
Federal funds sold                                      20,378             -             -            -             -        20,378
------------------------------------------------------------------------------------------------------------------------------------
Loans
Commercial -fixed                                        2,757           454           945        6,142         1,554        11,852
Commercial - variable                                   12,497           280           597       17,271         9,541        40,186
Real estate - construction fixed                             -             -             -            -           151           151
Real estate - construction variable                        605             -             -            -             -           605
Real estate - residential fixed                             13            14            30        1,911           463         2,431
Real estate - residential variable                         341            44            90        8,690         2,687        11,852
Home equity lines                                        4,676           118           108            -             -         4,902
Consumer - fixed                                           149            76           191        1,018         7,364         8,798
Consumer - variable                                        667             -             -            -             -           667
----------------------------------------------------------------------------------------------------------------------
Loans receivable, net of fees                           21,705           986         1,961       35,032        21,760        81,444
------------------------------------------------------------------------------------------------------------------------------------
Total Earning Assets                                    42,083           986         1,961       37,952        23,460     $ 106,442
------------------------------------------------------------------------------------------------------------------------------------
Cumulative Rate Sensitive Assets                      $ 42,083      $ 43,069      $ 45,030     $ 82,982     $ 106,442
------------------------------------------------------------------------------------------------------------------------------------

Liabilities and Shareholders' Equity
Deposits
Demand deposits                                       $ 18,533         $ 590         $ 590        $ 590       $ 2,361      $ 22,664
Interest checking                                        2,752           710           237          237             -         3,936
Statement savings                                          548            54            54           95             -           751
Money market accounts                                    7,454         2,033           678          678             -        10,843
Certificates of deposit - fixed                          4,062         4,036         4,471        9,566           111        22,246
Certificates of deposit - no penalty                     2,649         2,007         5,372        9,542             -        19,570
----------------------------------------------------------------------------------------------------------------------
Total Deposits                                          35,998         9,430        11,402       20,708         2,472        80,010
------------------------------------------------------------------------------------------------------------------------------------
Borrowings - short term                                  4,000             -         2,000            -             -         6,000
------------------------------------------------------------------------------------------------------------------------------------
Total Interest Bearing Liabilities                      39,998         9,430        13,402       20,708         2,472      $ 86,010
------------------------------------------------------------------------------------------------------------------------------------
Cumulative Rate Sensitive Liabilities                 $ 39,998      $ 49,428      $ 62,830     $ 83,538      $ 86,010
------------------------------------------------------------------------------------------------------------------------------------

Gap                                                    $ 2,085      $ (8,444)    $ (11,441)    $ 17,244      $ 20,988
Cumulative Gap                                           2,085        (6,359)      (17,800)        (556)       20,432
Gap/ Total Assets                                        1.80%        -7.28%        -9.87%       14.88%        18.10%
Cumulative Gap/ Total Assets                             1.80%        -5.49%       -15.35%       -0.48%        17.63%
Rate Sensitive Assets/ Rate Sensitive Liabilities        1.05x         0.10x         0.15x        1.83x         9.49x
Cumulative Rate Sensitive Assets/

             Cumulative Rate Sensitive Liabilities       1.05x         0.87x         0.72x        0.99x         1.24x

</TABLE>


                                       20
<PAGE>



                          PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings

               Not applicable.

Item 2.  Changes in Securities and Use of Proceeds

               Not applicable.

Item 3.  Defaults Upon Senior Securities

               Not applicable.

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

               No matters were  submitted to a vote of security  holders  during
               the quarter ended March 31, 2000.

Item 5.  Other Information

               On April 17, 2000, Cardinal Financial Corporation (the "Company")
               and Heritage Bancorp, Inc. ("Heritage") entered into an Agreement
               and Plan of  Reorganization  providing  for the merger of the two
               companies  (the  "Merger").  Heritage  is a  publicly  owned bank
               holding  company and the parent of The Heritage  Bank, a Virginia
               chartered commercial bank with two full-service offices in McLean
               and  Sterling,  Virginia,  and a third branch to be opened in the
               Tyson's Corner area of northern Virginia in May 2000.

               Under  the  terms  of  the  Merger,  the  Company  will  issue  a
               combination of cash and shares of convertible  preferred stock to
               the shareholders of Heritage in exchange for all of the shares of
               Heritage's common stock.  Heritage's shareholders will be able to
               elect to  receive  $6.00  in cash or 1.2  shares  of  convertible
               preferred  stock for each  share of  Heritage  stock,  subject to
               certain  adjustments  to  permit  the  Company  to issue an equal
               amount of cash and  convertible  preferred  stock.  Following the
               Merger,  three members of Heritage's Board of Directors will join
               the  Company's  Board.  Subject to certain  conditions  including
               receipt of regulatory  approval and approval of the  shareholders
               of the  Company  and  Heritage,  the  closing  of the  Merger  is
               anticipated  to occur in the third  quarter  of 2000.  The Merger
               will be accounted for under the purchase method.

               Additional  information  on the  Merger is  contained  in a press
               release  issued  by the  Company  and filed  with the  Commission
               pursuant  to Rule  425  under  the  Securities  Act of  1933,  as
               amended, on April 18, 2000.


Item 6.  Exhibits and Reports on Form 8-K

               (a) Exhibits

                       27   Financial Data Schedule (filed electronically only).

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


                                       21
<PAGE>



                                   SIGNATURES

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

                                     CARDINAL FINANCIAL CORPORATION



Date:  May 15, 2000                    /s/ L. Burwell Gunn, Jr.
                                     --------------------------
                                     L. Burwell Gunn, Jr.
                                     President and Chief Executive Officer

Date:  May 15, 2000                    /s/ Joseph L. Borrelli
                                     ------------------------
                                     Joseph L. Borrelli
                                     Chief Financial Officer