UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 19, 2005

___________

MIDDLEBURG FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia (State or other jurisdiction of incorporation)	0-24159 (Commission File Number)		54-1696103 (IRS Employer Identification No.)
111 West Washington Street Middleburg, Virginia (Address of principal executive offices)		20117 (Zip Code)

Registrant’s telephone number, including area code: (703) 777-6327

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)

On January 19, 2005, the Registrant adopted amended and restated Bylaws (the “Bylaws”).  The amendments to the Bylaws (i) revise Section 2.2 to increase the size of the Registrant’s Board of Directors from 12 to 14 and (ii) make other immaterial changes.  

The full text of the Bylaws is attached as Exhibit 3.1 to this report and is incorporated by reference into this Item 5.03.

Item 9.01

Financial Statements and Exhibits.

(c)

Exhibits.  

Exhibit No.

Description

3.1

Bylaws of the Registrant, as amended and restated January 19,

2005.

SIGNATURES

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

MIDDLEBURG FINANCIAL CORPORATION

(Registrant)

Date:  January 20, 2005

By: /s/ Alice P. Frazier

Alice P. Frazier

Executive Vice President and

Chief Operating Officer

EXHIBIT INDEX

Exhibit No.

Description

3.1

Bylaws of the Registrant, as amended and restated January 19, 2005.