Exhibit 99.2

                         INDEPENDENT ACCOUNTANT'S REPORT



Board of Directors
Middlefield Banc Corp.

We have reviewed the accompanying consolidated balance sheet of Middlefield Banc
Corp. and subsidiary as of September 30, 2001, and the related consolidated
statements of income and cash flows for the nine and three-month periods ended
September 30, 2001 and 2000, and the consolidated statement of changes in
stockholders' equity for the nine-month period ended September 30, 2001. These
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet as of
December 31, 2000, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for the year then ended (not presented
herein); and in our report dated February 16, 2001 we expressed an unqualified
opinion on those consolidated financial statements

/s/ S. R. Snodgrass, A.C.

Wexford, PA
November 9, 2001