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 June 30, 2003, and the related consolidated
statements of income for the three and six-month periods ended June 30, 2003 and
2002, and the consolidated statement of changes in stockholders' equity for the
six-month period ended June 30, 2003, and the consolidated statement of cash
flows for the six-month periods ended June 30, 2003 and 2002. 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, 2002, 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 January 17, 2003, we expressed an unqualified
opinion on those consolidated financial statements.

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

Wexford, PA
August 11, 2003