April 13, 2005



Mail Stop 04-08

By U.S. Mail and facsimile to (540) 687-3739

Mr. Joseph L. Boling
Chairman, President, and CEO
Middleburg Financial Corporation
111 West Washington Street
Middleburg, Virginia 20117


Re:	Middleburg Financial Corporation
	Form 10-K for the fiscal year ended December 31, 2004
	Filed March 16, 2005
	File Number: 000-24159


Dear Mr. Boling:


      We have reviewed your filing and have the following comment.
Where indicated, we think you should revise your document in
response
to this comment.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In our
comment, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.




Form 10-K, filed on March 16, 2005

Notes to Consolidated Financial Statements

Note 1. Nature of Banking Activities and Significant Accounting
Policies

Loan Fees and Costs - page F-10

1. We note your disclosure that beginning May 1, 2004, loan
originations and commitment fees and direct loan origination costs
are deferred and amortized as an adjustment of the loan yield over
the life of the related loan, which is in accordance with the
authoritative guidance prescribed by SFAS No. 91. Please
supplementally provide to us the following:

* Explain to us why you decided to adopt the provisions of SFAS
No.
91 in the current year. We note that prior to your adoption date
these amounts were recognized into income when collected and
incurred;
* Further explain how you were able to conclude that your prior
accounting of these fees and costs did not produce results that
were
materially different from the recognition method adopted at May 1,
2004. Provide quantitative and qualitative support for which you
were
able to base your conclusion. Include the guidance in SAB Topic
1:M
in your response.



* * * * *

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.






	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact John Spitz at (202) 824-5477 or me at (202)
942-1783 if you have questions.


Sincerely,


John P. Nolan
Accounting Branch Chief

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Mr. Joseph L. Boling
Middleburg Financial Corporation
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