8-K

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): November 27, 2009

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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 (I.R.S. 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 8.01. Other Events.

On November 27, 2009, the Registrant sent a letter to its shareholders regarding its results for the third quarter of 2009. A copy of letter is being furnished as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Letter to shareholders dated November 27, 2009.

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: November 27, 2009 By: /s/ Raj Mehra

Raj Mehra

Executive Vice President and

Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

99.1 Letter to shareholders dated November 27, 2009.

EX-99

Exhibit 99.1

[MIDDLEBURG FINANCIAL CORPORATION LETTERHEAD]

November 27, 2009

During the third quarter, Middleburg Financial Corporation maintained its focus on asset quality and financial strength. We continued to monitor our loan portfolio and write-down problem loans. Both of these actions will help position the Corporation for strong financial performance when our local economy improves.

Our net income for the 3rd quarter of 2009 was $610,000, which equates to Basic and diluted earnings per share available to common shareholders of $0.05. While this level of profitability is not up to the expectations of your Board and Management team, we are nonetheless satisfied to achieve a modest profit during a time in which many of our community bank peers are reporting net losses for the quarter. Rest assured that we are working diligently to maintain, and ultimately increase, this level of profitability.

In July, we raised approximately $20 million in a secondary stock offering. This transaction was important as it significantly enhances our financial strength and puts us in a position to be able to repay the funds we received from the U.S. Treasury’s Capital Purchase Program (CPP) in the near future. We recently announced that Mr. Raj Mehra has joined Middleburg Financial Corporation as Executive Vice President, Chief Financial Officer. Mr. Mehra brings extensive financial and community banking expertise and we are confident he will make significant contributions to our financial success.

Middleburg Financial Corporation remains financially sound and stable. We are well capitalized and exceed the regulatory requirements for a “well capitalized” bank. In fact, at the end of September, 2009, our Tier I Capital to Total Risk Based Assets was 17%, which significantly exceeds regulatory requirements of 6.0% for a well-capitalized bank. The additional capital raised through the recent stock transaction will allow the company to maintain a strong capital position even after repaying the CPP funds.

On behalf of the board and management team, we thank you for your continued support. We know these are challenging times and we pledge to remain committed stewards of your investment in our organization.

Sincerely,

/s/ Joseph L. Boling /s/ Gary R. Shook

Joseph L. Boling Gary R. Shook

Chairman & CEO President