8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

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

                                  May 15, 2003
               (Date of Report (Date of earliest event reported))

                             Middlefield Banc Corp.
             (Exact name of registrant as specified in its charter)

                                      Ohio
                 (State or other jurisdiction of incorporation)

                                    000-32561
                            (Commission File Number)

                                   34-1585111
                     (I.R.S. Employer Identification Number)

                             15985 East High Street
                             Middlefield, Ohio 44062
          (Address of principal executive offices, including zip code)

                                 (440) 632-1666
              (Registrant's telephone number, including area code)

                                [not applicable]
          (Former name or former address, if changed since last report)






ITEM 9.  REGULATION FD DISCLOSURE

         The following information is furnished under Item 12. On May 15, 2003
Middlefield Banc Corp. issued a press release reporting the results of its May
14, 2003 Annual Meeting of Shareholders and the board's declaration of a cash
dividend. A copy of the press release is attached as Exhibit 99 and is
incorporated herein by this reference.

         The information contained or incorporated by reference in this current
report on Form 8-K may contain forward-looking statements, including certain
plans, expectations, goals, and projections, which are subject to numerous
assumptions, risks, and uncertainties. Actual results could differ materially
from those contained or implied by such statements for a variety of factors,
including: changes in economic conditions; movements in interest rates;
competitive pressures on product pricing and services; success and timing of
business strategies; the nature, extent, and timing of governmental actions and
reforms; and extended disruption of vital infrastructure. All forward-looking
statements included in this current report on Form 8-K are based on information
available at the time of the report. Middlefield Banc Corp. assumes no
obligation to update any forward-looking statement.

EXHIBITS

(99)     May 15, 2003 press release of Middlefield Banc Corp.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    MIDDLEFIELD BANC CORP.


Date:    May 15, 2003               /s/      Thomas G. Caldwell
                                   -------------------------------------------
                                             President and CEO

EX-99

                                                                      EXHIBIT 99

Middlefield Banc Corp.
15985 East High Street
P. O. Box 35
Middlefield, Ohio 44062
Phone:  440/632-1666   FAX:  440/632-1700
www.middlefieldbank.com

PRESS RELEASE

Contact:          James R. Heslop, 2nd
                  Executive Vice President/Chief Operating Officer
                  (440) 632-1666 Ext. 3219

May 15, 2003


MIDDLEFIELD BANC CORP. ANNOUNCES QUARTERLY CASH DIVIDEND AND RESULTS OF ANNUAL
MEETING

MIDDLEFIELD, OHIO. Middlefield Banc Corp. (Pink Sheets: MBCN) today reported
that its Board of Directors has declared a cash dividend of $0.20 per common
share. This dividend is payable on June 13, 2003, to all shareholders of record
as of June 4, 2003.

Announcement of the dividend was during the company's Annual Meeting of
Shareholders in Middlefield, Ohio, held on May 14, 2003. The level of the
quarterly dividend represents an increase of 11.1% from that paid during the
first quarter of 2002.

"We are delighted that the company's strong financial performance has enabled us
to increase this dividend," commented Thomas G. Caldwell, President and Chief
Executive Officer. "This increased cash dividend reflects our focus and
commitment on providing exceptional shareholder value."

During the annual meeting, shareholders re-elected three directors to the board
and ratified the appointment of S. R. Snodgrass, A. C. as independent auditors
for 2003. Additionally, Caldwell reviewed the company's financial performance
and other highlights for 2002 and the first quarter of 2003.

Directors re-elected for a term of three years are: George F. Hasman, former
Chairman and President of The Twinsburg Banking Company; James R. Heslop, 2nd,
Executive Vice President/Chief Operating Officer of Middlefield Banc Corp.; and
Martin S. Paul, President of Paul's Lumber.

Middlefield Banc Corp. is a $240 million financial services holding company. The
company owns The Middlefield Banking Company, which operates full service
banking offices in Chardon, Garrettsville, Mantua, Middlefield and Orwell, Ohio.
The Middlefield Banking Company is in its 102nd year of serving the financial
needs of its communities.


The information contained in this press release contains forward-looking
statements regarding future performance which are not historical facts and which
involve risk and uncertainties. Actual results and performance could differ
materially from those contemplated by these forward looking statements.