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                          August 15, 2022

       James R. Heslop, II
       Chief Executive Officer
       Middlefield Banc Corp.
       15985 East High Street
       Middlefield, OH 44062-0035

                                                        Re: Middlefield Banc
Corp.
                                                            Registration
Statement on Form S-4
                                                            Filed August 9,
2022
                                                            File No. 333-266694

       Dear Mr. Heslop:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
       that the company and its management are responsible for the accuracy and
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

                                                        Please contact David
Gessert at 202-551-2326 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Finance