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

                                  May 15, 2003
               (Date of Report (Date of earliest event reported))

                             Middlefield Banc Corp.
             (Exact name of registrant as specified in its charter)

                                      Ohio
                 (State or other jurisdiction of incorporation)

                                    000-32561
                            (Commission File Number)

                                   34-1585111
                     (I.R.S. Employer Identification Number)

                             15985 East High Street
                             Middlefield, Ohio 44062
          (Address of principal executive offices, including zip code)

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

                                [not applicable]
          (Former name or former address, if changed since last report)






ITEM 9.  REGULATION FD DISCLOSURE

         The following information is furnished under Item 12. On May 15, 2003
Middlefield Banc Corp. issued a press release reporting the results of its May
14, 2003 Annual Meeting of Shareholders and the board's declaration of a cash
dividend. A copy of the press release is attached as Exhibit 99 and is
incorporated herein by this reference.

         The information contained or incorporated by reference in this current
report on Form 8-K may contain 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 current report on Form 8-K are based on information
available at the time of the report. Middlefield Banc Corp. assumes no
obligation to update any forward-looking statement.

EXHIBITS

(99)     May 15, 2003 press release of Middlefield Banc Corp.


                                   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 15, 2003               /s/      Thomas G. Caldwell
                                   -------------------------------------------
                                             President and CEO