Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

On April 22, 2009, the Registrant adopted an amendment to its bylaws (the "Bylaws"). The amendment revised Section 2.2 of the Bylaws to decrease the size of the Registrant's Board of Directors from 14 to 12 directors.

The full text of the Bylaws, as amended to date, is attached as Exhibit 3.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished pursuant to Item 5.03 above.

Exhibit No. Description

3.1 Bylaws of Middleburg Financial Corporation (restated in electronic format as of April 22, 2009).

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