S-1MEF

As filed with the Securities and Exchange Commission on July 11, 2006.

Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

MIDDLEBURG FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	6021	54-1696103
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

111 West Washington Street

Middleburg, Virginia 20117

(703) 777-6327

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Joseph L. Boling Chairman and Chief Executive Officer Middleburg Financial Corporation 111 West Washington Street Middleburg, Virginia 20117 (703) 777-6327  (Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of Communications to:
Wayne A. Whitham, Jr., Esq. John M. Oakey, III, Esq. Williams Mullen Two James Center 1021 East Cary Street Richmond, Virginia  23219 (804) 643-1991	George P. Whitley, Esq. Scott H. Richter, Esq. LeClair Ryan, A Professional Corporation Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 (804) 783-2003

Approximate date of commencement of proposed sale to the public: As soon as practicable following the effectiveness of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ý 333-134562

If this Form is a post-effective amendment filed pursuant to 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Title of Each Class of Securities to Be Registered	Amount to Be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $2.50   per share	116,552	$31.00	$3,613,112	$387

This registration statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

In accordance with Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), the contents of the Registration Statement on Form S-1, File No. 333-134562, filed by Middleburg Financial Corporation (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) on May 30, 2006, and as amended on June 19, 2006, including the exhibits thereto, and declared effective by the Commission on July 10, 2006, are hereby incorporated by reference into this registration statement.  This registration statement is being filed with respect to the registration of an additional 116,552 shares of the Registrant’s common stock, par value $2.50 per share, pursuant to Rule 462(b) under the Securities Act.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Loudoun County, Commonwealth of Virginia, on July 10, 2006.

MIDDLEBURG FINANCIAL CORPORATION

By:

/s/ Alice P. Frazier

Alice P. Frazier

Executive Vice President and

   Chief Operating Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Joseph L. Boling	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)	July 10, 2006
* Kathleen J. Chappell	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 10, 2006
* Howard M. Armfield	Director	July 10, 2006
* Henry F. Atherton, III	Director	July 10, 2006
* Childs Frick Burden	Director	July 10, 2006
* J. Lynn Cornwell, Jr.	Director	July 10, 2006

* Robert C. Gilkison	Director	July 10, 2006
* Louis G. Matrone	Director	July 10, 2006
* Keith W. Meurlin	Director	July 10, 2006
* Thomas W. Nalls	Director	July 10, 2006
* John Sherman	Director	July 10, 2006
* Millicent W. West	Director	July 10, 2006
* Edward T. Wright	Director	July 10, 2006

* Alice P. Frazier, by signing her name hereto, signs this document on behalf of each of the persons indicated by an asterisk above pursuant to powers of attorney duly executed by such persons and previously filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-1, File No. 333-134562, as amended, referenced herein.

By:

/s/ Alice P. Frazier

Alice P. Frazier

July 10, 2006

EXHIBIT INDEX

Exhibit No.

Description

5.1

Opinion of Williams Mullen.

23.1

Consent of Williams Mullen (included in Exhibit 5.1).

23.2

Consent of Yount, Hyde & Barbour, P.C.

EX-5

Exhibit 5.1

[Williams Mullen Letterhead]

July 10, 2006

Board of Directors

Middleburg Financial Corporation

111 West Washington Street

Middleburg, Virginia 20117

Ladies and Gentlemen:

This letter is in reference to the Registration Statement on Form S-1 (the “Registration Statement”) filed by Middleburg Financial Corporation (the “Company”) with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), for the registration under the Act of 116,552 shares of the Company’s Common Stock, par value $2.50 per share (the “Shares”). The Shares are in addition to the 560,000 shares of the Company’s Common Stock registered on a Registration Statement on Form S-1, File No. 333-134562, filed by the Company on May 30, 2006, as amended on June 19, 2006 and declared effective July 10, 2006. The Shares are to be sold by the Company pursuant to an Underwriting Agreement (the “Underwriting Agreement”), the form of which was filed as an exhibit to the June 19, 2006 amendment to the Registration Statement.

We have examined such corporate proceedings, records and documents as we considered necessary for the purposes of this opinion.

The opinion expressed herein is limited in all respects to the application of the law of the Commonwealth of Virginia.

Based on the foregoing, and subject to the limitations and qualifications set forth herein, it is our opinion that, when the Shares have been sold and duly delivered against payment therefor as contemplated by the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable under the laws of the Commonwealth of Virginia.

Our opinion is expressed as of the date hereof, and we do not assume any obligation to update or supplement our opinion to reflect any fact or circumstance subsequently arising or any change in law subsequently occurring after such date. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the reference to us under the caption “Legal Matters” in the Prospectus that is incorporated by reference into the Registration Statement.

Sincerely yours,

WILLIAMS MULLEN

By: /s/ John M. Oakey, III
	John M. Oakey, III, a Shareholder

A Professional Corporation

VIRGINIA • WASHINGTON, D.C. • LONDON

Two James Center 1021 East Cary Street (23219) P.O. Box 1320 Richmond, VA 23218-1320 Tel: 804.643.1991 Fax: 804.783.6507 www.williamsmullen.com

EX-23

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use in this Registration Statement of Middleburg Financial Corporation of our report dated February 15, 2006 relating to our audit of the consolidated financial statements and internal control over financial reporting, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to our firm under the captions "Experts" in such Prospectus.

Winchester, Virginia

July 10, 2006