UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

SEC FILE NUMBER

0-24159

CUSIP NUMBER

596094102

NOTIFICATION OF LATE FILING

(Check One):

[

] Form 10-K

[

] Form 20-F

[

] Form 11-K

[ X ] Form 10-Q

[

] Form N-SAR

[

] Form N-CSR

For Period Ended:

September 30, 2009

[

] Transition Report on Form 10-K

[

] Transition Report on Form 20-F

[

] Transition Report on Form 11-K

[

] Transition Report on Form 10-Q

[

] Transition Report on Form N-SAR

For the Transition Period Ended:

n/a

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: n/a

PART I – REGISTRANT INFORMATION

MIDDLEBURG FINANCIAL CORPORATION

Full Name of Registrant

n/a

Former Name if Applicable

111 West Washington Street

Address of Principal Executive Office(Street and Number)

Middleburg, Virginia 20117

City, State and Zip Code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

(a) The reason described in reasonable detail in Part III of this form could not be

eliminated without unreasonable effort or expense;

(b) The subject annual report, semi-annual report, transition report on Form 10-K,

Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be

filed on or before the fifteenth calendar day following the prescribed due date; or

the subject quarterly report or transition report on Form 10-Q, or portion thereof,

will be filed on or before the fifth calendar day following the prescribed due date;

and

attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

(Attach extra sheets if needed.)

Although the management of Middleburg Financial Corporation (the “Company”) worked diligently to complete all the required information for its quarterly report on Form 10-Q for the period ended September 30, 2009, the Company was unable, without unreasonable effort or expense, to complete the financial statements and other disclosures for the Form 10-Q on or before November 9, 2009. The Form 10-Q will be filed on November 10, 2009.

PART IV -- OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification

	Raj Mehra	(540) 687-4816
	(Name)	(Area Code)	(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act

of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or

for such shorter period that the registrant was required to file such report(s) been filed? If the

answer is no, identify report(s).

[ X ] Yes

[ ] No

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

[ X ] Yes

[ ] No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

As it has previously announced, the registrant had net income available to common shareholders of $325,000, or $0.05 per diluted share, for the three months ended September 30, 2009, compared to net income of $1.6 million, or $0.34 per diluted share, for the three months ended September 30, 2008. This decrease resulted predominantly from an increased provision for loan losses, increasing non-interest expenses during the third quarter of 2009 and the dividend on the Company’s preferred stock that was issued in the first quarter of 2009.

Net income available to common shareholders for the nine months ended September 30, 2009 was $1.6 million, compared to $2.1 million for the same period in 2008, primarily due to the increase in non-interest expenses during the first nine months of 2009.

MIDDLEBURG FINANCIAL CORPORATION

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 10, 2009 By: /s/Raj Mehra

Raj Mehra

Executive Vice President and

Chief Financial Officer

Instruction. The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).