May 20, 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

      Forms 10-Q for fiscal 2005
	File Number: 000-24159


Dear Mr. Boling:


      We have reviewed your response letter dated April 27, 2005
and
have the following comments.  Where indicated, we think you should
revise your document in response to these comments.  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 some of our comments, 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 comments 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 the Consolidated Financial Statements

Note 11 - Related Party Transactions - page F-27

1. We note your response to our original comment 1 in which you
state
that you began purchasing residential real estate loans from
Southern
Trust Mortgage, LLC beginning in May 2004.  Also footnote 21
states
that you acquired a 40% interest in Southern Trust Mortgage, LLC
in
April 2003 and page 29 of your filing states this entity closed
$990.3 million in loans during 2004. In future filings, please
revise
your related party footnote to include enhanced disclosures of
your
material transactions with Southern Trust Mortgage, LLC in
accordance
with paragraphs 2 through 4 of SFAS No. 57.


2. We note in your supplemental response that you began adopting
the
provisions of SFAS No. 91 due to the nature and timing of the
agreement with Southern Trust Mortgage, LLC, which was determined
to
have a material impact on your financial statements. Please
supplementally provide to us the following:

* Quantify the income statement impact, prior to your adoption of
SFAS No. 91, recognizing loan origination and commitment fees and
direct loan originations costs into earnings. Please include all
periods from inception to date in your response to us;
* Provide to us your materiality assessment performed which
allowed
you to conclude that the impact on the prior periods of not
adopting
SFAS No. 91 was immaterial. Specifically, include the guidance
provided in SAB Topic 1:M in your response;
* Explain to us how you were able to conclude that amortizing
these
fees over the life of the loan on a straight line basis is in
accordance with SFAS No. 91.




* * * * *
       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Furnish a cover
letter that keys your responses to our comments and tell us of
your
intent to provide the requested disclosures in future filings.
Detailed letters greatly facilitate our review.  Please file your
response letter on EDGAR.
Please understand that we may have additional comments after
reviewing your responses to our comments.



      You may contact John Spitz, Staff Accountant at (202) 551-
3484
or me at (202) 551-3492 with any other questions.


Sincerely,


John P. Nolan
Accounting Branch Chief

??

??

??

??

Mr. Joseph L. Boling
Middleburg Financial Corporation
Page 1 of 3