Exhibit 99.2

                      STATEMENT OF CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350


     In connection with the Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 (the "Form 10-K") of  Middleburg  Financial  Corporation  (the
"Company"),  I, Alice P. Frazier,  Executive Vice President and Chief  Financial
Officer,  hereby certify  pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

     (a)  the Form 10-K fully complies with the requirements of Section 13(a) of
the Securities Exchange Act of 1934, as amended; and

     (b)  the  information  contained in the Form 10-K fairly  presents,  in all
material  respects,   the  consolidated   financial  condition  and  results  of
operations  of the  Company  and its  subsidiaries  as of, and for,  the periods
presented in the Form 10-K.


Date:  March 28, 2003                        /s/ Alice P. Frazier
                                             ----------------------------------
                                             Alice P. Frazier
                                             Executive Vice President
                                             and Chief Financial Officer







[A signed  original of this written  statement  required by Section 906 has been
provided to Middleburg Financial  Corporation and will be retained by Middleburg
Financial Corporation and furnished to the Securities and Exchange Commission or
its staff upon request.]