8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 9, 2006

Middlefield Banc Corp.

(Exact name of registrant specified in its charter)

Ohio	000-32561	34-1585111
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15985 East High Street, Middlefield, Ohio	44062-0035
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code    (440) 632-1666      

[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 (see General Instruction A.2. below):

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 May 9, 2006, Middlefield Banc Corp. (“Middlefield”) announced that its Board of Directors authorized the repurchase of up to 4.99% of Middlefield’s outstanding common stock in open market or private transactions from time to time over the next 12 months. Middlefield currently has approximately 1,349,253 shares outstanding. For additional information, reference is made to Middlefield’s press release dated May 9, 2006, which is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Item 9.01 Exhibits

(d) Exhibits.

     The following exhibit is filed herewith:

Exhibit No.	Description of Exhibit
99.1	Middlefield Banc Corp. May 9, 2006 press release

Signatures

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

	Middlefield Banc Corp.
Date: May 9, 2006	/s/ James R. Heslop, II
	James R. Heslop, II Executive Vice President and COO

Middlefield Banc Corp.

CURRENT REPORT ON FORM 8-K

INDEX OF EXHIBITS

Exhibit No.	Description of Exhibit
99.1	Middlefield Banc Corp. May 9, 2006 press release

EX-99.1

Exhibit 99.1

MIDDLEFIELD BANC CORP. NEWS RELEASE

15985 East High Street

P. O. Box 35

Middlefield, Ohio 44062
Phone: 440/632-1666 FAX: 440/632-1700
www.middlefieldbank.com

Contact: James R. Heslop, II
Executive Vice President/Chief Operating Officer
(440) 632-1666
jheslop@middlefieldbank.com

Date: May 9, 2006

MIDDLEFIELD BANC CORP. TO REPURCHASE UP TO 4.99% OF ITS OUTSTANDING SHARES

     MIDDLEFIELD, Ohio. Middlefield Banc Corp. (Pink Sheets: MBCN) today announced that the Board of Directors has approved a stock repurchase program authorizing the repurchase of up to 4.99% of the Company’s outstanding common stock. The repurchase program will depend on market conditions. Accordingly, there is no guarantee of the exact number of shares that may be repurchased. Currently, Middlefield Banc Corp. has approximately 1,349,253 shares outstanding.

     Thomas G. Caldwell, President and Chief Executive Officer of Middlefield Banc Corp., stated that the repurchase program will expire in May, 2007. The Board of Directors’ approval of the repurchase program took into account current economic and market factors, alternate investment strategies, and the strong capital position of the Company and its banking subsidiary, The Middlefield Banking Company. The Company believes that the repurchase of its shares will benefit the Company and its stockholders.

     According to Mr. Caldwell, the repurchases generally would be effected through open market purchases or in privately negotiated transactions. The repurchased shares will become treasury shares available for general corporate purposes.

     Middlefield Banc Corp. is a financial holding company headquartered in Middlefield, Ohio. Its subsidiary, The Middlefield Banking Company, operates six full service banking centers and a UVEST Financial Services brokerage office serving Chardon, Garrettsville, Mantua, Middlefield, and Orwell, Ohio. The banking subsidiary has recently entered into a lease arrangement for a seventh banking office to be located in Newbury, Geauga County, Ohio.

FORWARD-LOOKING STATEMENT

     This press release contains certain forward-looking statements, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors including: changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of business strategies; the nature, extent, and timing of governmental actions and reforms; and extended disruption of vital infrastructure. All forward-looking statements included in this news release are based on information available at the time of the release. Middlefield assumes no obligation to update any forward-looking statement.

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