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, 1999

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

          For the transition period from ____________ to _____________

                         Commission file number: 0-24557

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


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

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

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


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

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

                4,239,509 shares of common stock, par value $1.00
                   per share, outstanding as of March 31, 1999



<PAGE>



                         CARDINAL FINANCIAL CORPORATION

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                       Page No.

<S>                                                                                                         <C>
Part I.       Financial Information

         Item 1.  Financial Statements

                  Condensed Consolidated Statements of Condition
                  March 31, 1999 and December 31, 1998.......................................................3

                  Consolidated Statements of Operations
                  For the Quarter Ended March 31, 1999 and March 31, 1998....................................4

                  Condensed Consolidated Statement of Comprehensive Income
                  For the Quarter Ended March 31, 1999 and March 31, 1998....................................5

                  Condensed Consolidated Statement of Changes in Shareholders' Equity
                  For the Quarter Ended March 31, 1999 and March 31, 1998....................................6

                  Condensed Consolidated Statements of Cash Flows
                  For the Quarter Ended March 31, 1999 and March 31, 1998....................................7

                  Notes to Condensed Consolidated Financial Statements.......................................8

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


Part II.      Other Information

         Item 1.  Legal Proceedings.........................................................................18

         Item 2.  Changes in Securities and Use of Proceeds.................................................18

         Item 3.  Defaults Upon Senior Securities...........................................................18

         Item 4.  Submission of Matters to a Vote of Security Holders.......................................18

         Item 5.  Other Information.........................................................................18

         Item 6.  Exhibits and Reports on Form 8-K..........................................................18


</TABLE>

                                       2
<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CONDITION
                   As of March 31, 1999 and December 31, 1998
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                             (Unaudited)
                                                              March 31,       December 31,
                                                                1999              1998
                                                                ----              ----
<S>                                                            <C>                <C>    
ASSETS

Cash & due from banks                                          $ 1,762            $ 1,073
Federal funds sold                                              25,967             24,277
                                                              --------           --------
Total cash and cash equivalents                                 27,729             25,350

Investment securities                                            8,155             13,697

Loans receivable                                                22,041             16,327
Less: Allowance for loan losses                                    281                212
                                                              --------           --------
                                                                21,760             16,115

Premises and equipment, net                                      2,357              1,829
Accrued interest and other assets                                  341                304
                                                              --------           --------

          Total Assets                                        $ 60,342           $ 57,295
                                                              ========           ========


LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                      $ 25,932           $ 21,867
Accrued interest and other liabilities                             390                700
                                                              --------           --------
          Total Liabilities                                     26,322             22,567

Common stock, $1 par value, 50,000,000 shares authorized,
     shares outstanding 4,239,509 at March 31, 1999 and
     December 31, 1998                                           4,240              4,240
Additional paid in capital                                      32,465             32,327
Accumulated deficit                                             (2,666)            (1,842)
Accumulated other comprehensive income                             (19)                 3
                                                              --------           --------
          Total Shareholders' Equity                            34,020             34,728
                                                              --------           --------
          Total Liabilities and Shareholders' Equity          $ 60,342           $ 57,295
                                                              ========           ========

</TABLE>


          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             For the Quarter ended March 31, 1999 and March 31, 1998
                            (Unaudited)
<TABLE>
<CAPTION>


                                                                               March 31
                                                                --------------------------------------
                                                                   1999                          1998
                                                                   ----                          ----
<S>                                                             <C>                          <C>
INTEREST INCOME
Loans receivable                                               $  354,895                   $        -
Investment securities                                             131,207                            -
Federal funds sold                                                320,801                      101,236
                                                               ----------                   ---------- 

          Total Interest Income                                   806,903                      101,236



INTEREST EXPENSE
Deposits                                                          199,510                            -
Borrowings                                                              -                        1,616
                                                               ----------                   ---------- 

          Total Interest Expense                                  199,510                        1,616
                                                               ----------                   ---------- 

          NET INTEREST INCOME                                     607,393                       99,620

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

          Net interest income after provision for loan losses     539,268                       99,620


NON-INTEREST INCOME
Service charges on deposit accounts                                 5,087                            -
Loan service charges                                               19,200                            -
Investment securities gains                                        11,203                            -
Other income                                                        9,733                            -
                                                               ----------                   ---------- 

          Total Non-interest income                                45,223                            -


NON-INTEREST EXPENSE
Salary and benefits                                               761,618                      120,289
Depreciation                                                       59,945                        2,500
Occupancy                                                         215,228                       58,497
Professional fees                                                 117,007                       61,461
Other operating expenses                                          255,010                       42,173
                                                               ----------                   ---------- 

          Total non-interest expense                            1,408,808                      284,920
                                                               ----------                   ---------- 

          Net loss before income taxes                           (824,317)                    (185,300)

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

          NET LOSS                                             $ (824,317)                  $ (185,300)
                                                               ==========                   ========== 

          Basic and diluted loss per share                     $    (0.19)                  $    (0.14)

          Weighted-average shares outstanding                   4,239,509                    1,370,422


</TABLE>

          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>
                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
             For the Quarter ended March 31, 1999 and March 31, 1998
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                   March 31,
                                                        1999                      1998
                                                        ----                      ----


<S>                                                  <C>                       <C>        
Net loss                                             $ (824,317)               $ (185,300)
Other comprehensive income:
   Unrealized holding loss on available-for-sale
        investment securities, net of tax               (21,633)                        -

Comprehensive income                                 $ (845,950)               $ (185,300)

</TABLE>

See accompanying notes to consolidated financial statements.

                                       5
<PAGE>



                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
             For the Quarter ended March 31, 1999 and March 31, 1998
                     (In thousands, except per share data)


<TABLE>
<CAPTION>

                                                                                                        
                                                                                          Additional    
                                                                        Common              Paid-in     
                                                        Shares           Stock              Capital     
                                                        ------           -----              -------     
                                                                     
                                                                    
<S>                                                        <C>        <C>                      <C>      
Balance, January 1, 1999                                   4,240      $  4,240                 32,327   

Net loss                                                                                                

Change in unrealized holding loss on investment
    securities available for sale                              -             -                      -   
                                                                                                        

Total Comprehensive Loss                                                                                
                                                                                                        

Reversal of Expense Accrual from Public Offering                 -            -                   138   

BALANCE, MARCH 31, 1999                                      4,240      $ 4,240                32,465   
========================================================================================================


Balance, January 1, 1998                                     1,175      $ 1,175                 7,621   

Issuance of 235 shares of common stock
    at $7.50 per share, net of costs                           235          235                 1,524   

Net loss                                                         -            -                     -   
                                                    --------------   ----------      ----------------   

BALANCE, MARCH 31, 1998                                      1,410      $ 1,410                 9,145   
========================================================================================================

</TABLE>

<TABLE>
<CAPTION>

                                                                               Accumulated                                        
                                                                                Other            Uncollected                      
                                                         Accumulated          Comprehensive     Subscription          
                                                           Deficit              Income           Receivable            Total      
                                                           -------              ------           ----------            -----      
                                                                                                                                  
                                                                                                                                  
<S>                                                           <C>                 <C>             <C>                <C>          
Balance, January 1, 1999                                      (1,842)                 3               -                34,728     
                                                                                                                                  
Net loss                                                        (824)                 -                                  (824)    
                                                                                                                                  
Change in unrealized holding loss on investment                                                                                   
    securities available for sale                                                   (22)              -                   (22)    
                                                                                                            -----------------     
                                                                                                                                  
Total Comprehensive Loss                                                                                                 (846)    
                                                                                                            =================     
                                                                                                                                  
Reversal of Expense Accrual from Public Offering                    -                  -              -                   138     
                                                                                                                                  
BALANCE, MARCH 31, 1999                                        (2,666)               (19)             -                34,020     
=============================================================================================================================     
                                                                                                                                  
                                                                                                                                  
Balance, January 1, 1998                                         (145)                 -           (100)                8,551     
                                                                                                                                  
Issuance of 235 shares of common stock                                                                                            
    at $7.50 per share, net of costs                                -                  -              -                 1,759     
                                                                                                                                  
Net loss                                                         (185)                 -              -                  (185)    
                                                         -------------    --------------    -----------      ----------------     
                                                                                                                                  
BALANCE, MARCH 31, 1998                                          (330)                 -          (100)               10,125      
============================================================================================================================      
                                                                                                                                  
</TABLE>                                              




             See accompanying notes to consolidated financial statements.


                                       6
<PAGE>

                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
             For the Quarter ended March 31, 1999 and March 31, 1998
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                                   March 31,
                                                                                        ------------------------------
                                                                                        1999                      1998
                                                                                        ----                      ----
<S>                                                                                         <C>                <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                                                              $   (824)          $   (185)
      Adjustments   to  reconcile  net  loss  to  net  cash  used  in  operating activities:
           Realized gain on investment securities                                                (11)                 -
           Depreciation                                                                           60                  3
           Provision for loan losses                                                              69                  -
           Increase in accrued interest and other assets                                         (37)                (1)
           Decrease in accrued interest and other liabilities                                   (310)               (24)
                                                                                            --------            -------
           NET CASH USED IN OPERATING ACTIVITIES                                              (1,053)              (207)
                                                                                            --------            -------

CASH FLOWS FROM INVESTING ACTIVITIES:
           Purchase of fixed assets                                                             (588)              (282)
           Proceeds from sale of investment securities                                         1,984                  -
           Purchases of investment securities available for sale                                 (15)
           Redemptions of investment securities                                                3,562                  -
           Net increase in loan portfolio                                                     (5,714)                 -
                                                                                            --------            -------
           NET CASH USED IN INVESTING ACTIVITIES                                                (771)              (282)
                                                                                            --------            -------

CASH FLOWS FROM FINANCING ACTIVITIES:
           Net increase in deposits                                                            4,065                  -
           Proceeds from stock issuance, net                                                       -              1,759
           Reversal of expense accrual from public offering                                      138                  -
           Decrease (increase) in subscription receivables                                         -              4,308
           (Repayment) proceeds of borrowings                                                      -               (185)
                                                                                            --------            -------
           NET CASH PROVIDED BY FINANCING ACTIVITIES                                           4,203              5,882
                                                                                            --------            -------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                      2,379              5,393
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                              25,350              4,283
                                                                                            --------            -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                  $ 27,729            $ 9,676
                                                                                            ========            =======



Supplemental disclosure of cash flow information
      Cash paid during period for interest:                                                 $    200            $     -
                                                                                            ========            =======

</TABLE>

          See accompanying notes to consolidated financial statements.


                                       7
<PAGE>
                 CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                                   (Unaudited)

Note 1

Organization

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

Basis of Presentation

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


                                       8
<PAGE>
Item 2.
                 Cardinal Financial Corporation and Subsidiaries
         Management's Discussion and Analysis of Financial Condition and
                             Results of Operations


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

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

The following  discussion presents  management's  discussion and analysis of the
consolidated  financial condition and results of operations of the Company as of
March 31, 1999 and for the three months ended March 31, 1999 and March 31, 1998.
This  discussion  should be read in  conjunction  with the  Company's  Unaudited
Condensed  Consolidated  Financial  Statements  and the notes thereto  appearing
elsewhere in this report.  Since principal banking operations  commenced on June
8, 1998, a comparison  of the March 31, 1999 results  (when  banking  operations
were in  progress)  to those of March 31,  1998  (prior to the  commencement  of
banking operations) is not meaningful.

Financial Condition
Total  assets of the  Company  increased  to $60.3  million  at March  31,  1999
compared to $57.3 million at December 31, 1998. The increase is due primarily to
an  increase in  deposits  of $4.1  million.  Gross loans at March 31, 1999 were
$22.0  million  compared to $16.3  million at December 31, 1998 (see Table 1 for
loan  portfolio  details).  Investment  securities  at March 31,  1999 were $8.2
million  compared to $13.7 million at December 31, 1998 (see Table 2 for details
of  investment  securities  available  for  sale).  Cash and  cash  equivalents,
including Fed Funds Sold, were $27.7 million at March 31, 1999 compared to $25.4
million at December 31, 1998.

Shareholders'  equity at March  31,  1999 was $34.0  million  compared  to $34.7
million at December 31,  1998.  Book value per share on March 31, 1999 was $8.02
compared to $8.19 at December 31, 1998.

Results of Operations
Net loss for the three months ended March 31, 1999 was $824.3  thousand or $0.19
per share compared to a loss of $185.3 thousand or $0.14 per share for the three
months  ended  March  31,  1998.  The  first  quarter  of 1998  did not  include
operations of the banking or investment advisory subsidiaries.

Net interest  income is the Company's  primary source of earnings and represents
the difference  between  interest and fees earned on interest bearing assets and
the  interest  paid on deposits  and other  interest  bearing  liabilities.  Net
interest  income  for the three  months  ended  March 31,  1999  totaled  $607.4
thousand compared to $99.6 thousand for the three months ended March 31, 1998.

The Company's net interest  margin for the three months ended March 31, 1999 was
4.52%.  Margin  comparisons  with the first  quarter of 1998 are not  meaningful
given the start-up nature of operations during that period.  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, 1999 was
$68.1  thousand.  There was no  provision  for the first  quarter  of 1998.  The
allowance  for loan  losses at March 31,  1999 was $280.6 

                                       9
<PAGE>


thousand  compared to $212.4  thousand at December  31,  1998.  The ratio of the
allowance for loan losses to gross loans at March 31, 1999 is 1.29%.  Due to the
Company's  short  history,  management  is  currently  maintaining  a loan  loss
allowance  comparable  to its  peers.  The  amount  of loan  loss  provision  is
determined  by an  evaluation  of the level of loans  outstanding,  the level of
non-performing loans,  historical loan loss experience,  delinquency trends, the
amount of actual losses charged to the reserve in a given period, and assessment
of present and anticipated economic conditions.  Table 4 reflects the components
of the allowance for loan losses.

Non-interest  income for the three months ended March 31, 1999 was $45,223.  The
Company did not record  non-interest income for the three months ended March 31,
1998.  Included in  non-interest  income are service charges on loan and deposit
accounts and fees on miscellaneous bank services.

Non-interest  expense for the three months  ended March 31, 1999  totaled  $1.41
million  compared to $284.9  thousand for the three months ended March 31, 1998.
Expenses  for the  first  quarter  of 1999  are  significantly  higher  than the
comparable  quarter in 1998 due to the  operations of the banking and investment
subsidiaries.

Capital Resources
Shareholders'  equity at March  31,  1999 was $34.0  million  compared  to $34.7
million at December 31, 1998. The reduction in equity was due to the recognition
of the first quarter's net loss.

At March 31, 1999 the Company's tier 1 and total risk-based  capital ratios were
114.1% and 113.2%, respectively.  At December 31, 1998, the Company's tier 1 and
total  risk-based  capital ratio were 146.9% and 146.0%,  respectively.  Table 5
reflects the components of regulatory  capital.  The Company's capital structure
places it well above minimum  regulatory  requirements.  The Company maintains a
strong  capital base in order to implement its growth  strategy,  which includes
the funding of three additional bank  subsidiaries,  as well as ensuring that it
has the resources to protect against the risks inherent in its business.

Liquidity
Liquidity  provides  the  Company  with  the  ability  to  meet  normal  deposit
withdrawals,  while also  providing for the credit needs of customers.  At March
31, 1999,  cash, cash equivalents and investment  securities  available for sale
totaled $35.9 million compared to $39.0 million at December 31, 1998. Management
is  committed  to  maintaining  liquidity  at  a  level  sufficient  to  protect
depositors,  provide for reasonable growth, and fully comply with all regulatory
requirements.

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

The data in Table 6 reflects re-pricing or expected maturities of various assets
and liabilities at March 31, 1999.  This gap analysis  represents the difference
between  interest  sensitive assets and liabilities in a specific time interval.
Interest  sensitivity  gap  analysis  presents  a position  that  existed at one
particular  point in time, and assumes that assets and liabilities  with similar
re-pricing  characteristics  will  re-price  at the  same  time  and to the same
degree. Given the Company's short history and anticipated growth, management has
maintained a high positive short-term gap.

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


                                       10
<PAGE>


represents 1998 and "00" represents 1900.

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

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

The  Company  does not  expect  the cost of its Year  2000  compliance  program,
including possible  remediation costs, to be material to its financial condition
and expects to satisfy compliance without material disruption of its operations.
The anticipated  costs will be for testing of vendor Year 2000  compliance.  The
Company will utilize  internal  staff for this purpose,  as well as  third-party
vendors as necessary.  The Company does not separately  track the internal costs
incurred for its Year 2000  compliance  program,  and such costs are principally
the related  payroll  costs for its test team.  In the event that the  Company's
significant  vendors,  including its correspondent,  the Federal Reserve Bank of
Richmond,  do not  successfully  achieve  Year 2000  compliance,  the  Company's
business,  results of  operations  or  financial  condition  could be  adversely
affected.

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

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

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


                                       11
<PAGE>





                 Cardinal Financial Corporation and Subsidiaries
                                      Loans
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                     March 31                        December 31,
                                                       1999                              1998


<S>                                            <C>           <C>                 <C>          <C>   
Commercial                                     $  6,855      31.07%              $  5,138     31.43%
Real estate - commercial                          6,237      28.27%                 3,507     21.46%
Real estate - construction                          829       3.76%                   760      4.65%
Real estate - residential                         5,598      25.38%                 5,529     33.83%
Home equity lines                                 1,527       6.92%                 1,040      6.37%
Consumer                                          1,014       4.60%                   369      2.26%
                                        ---------------------------     ----------------------------
Gross loans                                    $ 22,060     100.00%              $ 16,343    100.00%

Less: unearned income, net                          (19)          -                   (16)         -
Less: allowance for loan loss                      (281)          -                  (212)         -

Total net loans                                $ 21,760           -              $ 16,115          -
                                        ============================    =============================

</TABLE>

                                       12
<PAGE>

                 Cardinal Financial Corporation and Subsidiaries
                   Investment Securities - Available for Sale
                              As of March 31, 1999
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                 Amortized       Market      Unrealized     Average
                                                                   Par Value        Cost          Value      Gain/(Loss)      Yield
                                                                   ---------        ----          -----      -----------      -----
<S>                                                                 <C>              <C>           <C>              <C>        <C>  
U.S. Government Agencies
     Within one year                                                $ 2,000          2,000         1,997            (3)        5.31%
     One to five years                                                3,000          3,002         2,987           (15)        5.76%
     Five to ten years                                                    -              -             -             -         0.00%
     After ten years                                                    500            499           494            (5)        6.26%
------------------------------------------------------------------------------------------------------------------------------------
             Total U.S Government Agencies                          $ 5,500          5,501         5,478           (23)        5.64%
------------------------------------------------------------------------------------------------------------------------------------
Mortgage-Backed Securities
     Within one year                                                    777            778           778             0         5.44%
     One to five years                                                  796            809           812             3         5.53%
     Five to ten years                                                  858            862           852           (10)        5.92%
     After ten years                                                      -              -             -             -         0.00%
------------------------------------------------------------------------------------------------------------------------------------
             Total Mortgage-Backed Securities                       $ 2,431          2,449         2,442            (7)        5.64%
------------------------------------------------------------------------------------------------------------------------------------

Other Securities
     Within one year                                                      -              -             -             -             -
     One to five years                                                    -              -             -             -             -
     Five to ten years                                                    -              -             -             -             -
     After ten years                                                    235            235           235             -         6.00%
------------------------------------------------------------------------------------------------------------------------------------
             Total Other Securities                                 $   235            235           235             -         6.00%
------------------------------------------------------------------------------------------------------------------------------------
             Total Investment Securities Available for Sale         $ 8,166          8,185         8,155           (30)        5.65%
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


                                       13
<PAGE>

             Cardinal Financial Corporation and Subsidiaries
             Rate and Volume Analysis (Tax Equivalent Basis)
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

    First Quarter          First Quarter                                        First Quarter                         Variance
    Average Volume         Average Rate                                           Interest           Increase      Attributable to
    1999       1998       1999       1998                                       1999      1998      (Decrease)     Rate     Volume
    ---------------       ---------------                                       --------------      ----------     ---------------
<S> <C>           <C>       <C>       <C>      <C>                               <C>         <C>        <C>         <C>         <C>
                                               Interest Income
                                               Loans:
    $ 6,445       $ -       8.09%     0.00%              Commercial              $ 130       $ -        $ 130       $ 130       $ -
      3,587         -       8.33%     0.00%              Real estate - commercial   75         -           75          75         -
        526         -       7.97%     0.00%              Real estate - construction 10         -           10          10         -
      5,668         -       7.20%     0.00%              Real estate - residential 102         -          102         102         -
      1,211         -       6.15%     0.00%              Home equity lines          19         -           19          19         -
        588         -       8.52%     0.00%              Consumer                   13         -           13          13         -
------------------------------------------------------------------------------------------------------------------------------------
     18,025         -       7.74%     0.00%                        Total loans     349         -          349         349         -

      9,463         -       5.55%     0.00%    Investment Securities - AFS         131         -          131         131         -

          -     9,437       0.00%     4.29%    Money Market Accounts                 -       101         (101)          -      (101)

     26,898         -       4.77%     0.00%    Federal funds sold                  321         -          321         321         -
------------------------------------------------------------------------------------------------------------------------------------

   $ 54,386   $ 9,437       5.89%     4.29%    Total interest-earning assets     $ 801     $ 101        $ 700       $ 801    $ (101)
====================================================================================================================================

                                               Interest Expense

      1,912         -       2.05%     0.00%              Interest Checking          10         -           10          10         -
      4,299         -       3.59%     0.00%              Money Markets              38         -           38          38         -
        111         -       2.97%     0.00%              Statement Savings           1         -            1           1         -
     12,078         -       4.88%     0.00%              Certificates of Deposit   145         -          145         145         -
------------------------------------------------------------------------------------------------------------------------------------
     18,400         -       4.27%     0.00%    Total interest-bearing liabilities  194         -          194         194         -

     38,898    10,268                          Other Sources - Net
------------------------------------------------------------------------------------------------------------------------------------
     57,298    10,268       1.37%     0.00%    Total Sources of Funds              194         -          194         194         -
------------------------------------------------------------------------------------------------------------------------------------
   $ 35,986   $ 9,437       4.52%     4.29%    Net Interest Margin               $ 607     $ 101        $ 506       $ 607    $ (101)
====================================================================================================================================
</TABLE>





                                       14
<PAGE>


                Cardinal Financial Corporation and Subsidiaries
                           Allowance for Loan Losses
                                 (In Thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                  For the three           For the year
                                                   months ended                ended
                                                     March 31,             December 31,
                                                        1999                    1998


<S>                                                  <C>                        <C>
Beginning balance                                      $ 212                      $ -

Provision for loan losses                                 69                      212

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

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

Net charge-offs                                            -                        -


Ending Balance                                         $ 281                    $ 212
======================================================================================


Loans:
            Total at period end                     $ 21,760                 $ 16,343
Allowance for loan losses to:
            Period-end loans                           1.29%                    1.30%


</TABLE>


                                       15
<PAGE>
                CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES
                               Capital Components
                              As of March 31, 1999
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>


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


<S>                                                        <C>        <C>           <C>        <C>            <C>       <C>  
    Total risk based capital to risk weighted assets       $ 33,758   113.2%        $2,386  >    8.00%        $2,983  > 10.0%
                                                                                           ---                       ---
    Tier I capital to risk weighted assets                   34,039   114.1%         1,193  >    4.00%         1,790  > 6.0%
                                                                                           ---                       ---
    Leverage ratio total risk based capital to quarterly
      average assets                                         33,758    58.2%         2,322  >    4.00%         2,902  > 5.0%
                                                                                           ---                       ---

</TABLE>

                                       16
<PAGE>

                 Cardinal Financial Corporation and Subsidiaries
                     Interest Rate Sensitivity Gap Analysis
                              As of March 31, 1999
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                        1-90         91-180       181-365         1-5         Over 5
                                                        Days          Days          Days         Years         Years        TOTAL
                                                        ----          ----          ----         -----         -----        -----
<S>                                                     <C>           <C>           <C>           <C>          <C>   
                     ASSETS
Investment Securities
U.S. Government agency securities                            -             -             -         4,984          493       $ 5,477
Mortgage-backed securities                                   -             -           779           812          852         2,443
Other securities                                             -             -             -             -          235           235
Total Investment Securities                                  -             -           779         5,796        1,580         8,155
Federal Funds Sold                                      25,967                                                               25,967
Loans
Variable rate loans                                      6,924         1,166           150         8,973            -        17,213
Fixed rate loans                                           500           203            65         3,068          992         4,828
Total Gross Loans                                        7,424         1,369           215        12,041          992        22,041
Total Earning Assets                                    33,391         1,369           994        17,837        2,572      $ 56,163
Cumulative Rate Sensitive Assets                        33,391        34,760        35,754        53,592       56,163

Liabilities and Shareholders' Equity
Deposits
Demand deposits                                          6,039             -             -             -            -       $ 6,039
Interest checking                                        2,145             -             -             -            -         2,145
Statement savings                                          149             -             -             -            -           149
Money market accounts                                    4,634             -             -             -            -         4,634
Certificates of deposit                                  2,461         2,372         7,510           622            -        12,965
Total Deposits                                          15,428         2,372         7,510           622            -        25,932
Other liabilities                                            -             -             -             -            -             -
Total Interest Bearing Liabilities                      15,428         2,372         7,510           622            -      $ 25,932
Cumulative Rate Sensitive Liabilities                   15,428        17,800        25,310        25,932       25,932

Gap                                                     17,963        (1,003)       (6,516)       17,215        2,572
Cumulative Gap                                          17,963        16,960        10,444        27,660       30,231
Gap/ Total Assets                                       29.77%        -1.66%       -10.80%        28.53%        4.26%
Cumulative Gap/ Total Assets                            29.77%        28.11%        17.31%        45.84%       50.10%
Rate Sensitive Assets/ Rate Sensitive Liabilities         2.16          0.58          0.13         28.68            -
Cumulative RSA/ Cumulative RSL                            2.16          1.95          1.41          2.07         2.17


</TABLE>




                                       17

<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, 1999.

Item 5.  Other Information

                  Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

                  (a)      Exhibits

                           27    Financial  Data  Schedule (filed electronically
                                 only).

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


                                       18
<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 17, 1999                      /s/ L. Burwell Gunn, Jr.           
                                       -----------------------------------------
                                       L. Burwell Gunn, Jr.
                                       President and Chief Executive Officer



Date:  May 17, 1999                      /s/ Joseph L. Borrelli             
                                       -----------------------------------------
                                       Joseph L. Borrelli
                                       Chief Financial Officer