Exhibit 99.2

                        INDEPENDENT ACCOUNTANT'S REPORT
                        -------------------------------


Board of Directors
Middlefield Banc Corp.

We have reviewed the accompanying consolidated balance sheet of Middlefield Banc
Corp. and subsidiary as of March 31, 2002, and the related consolidated
statements of income and cash flows for the three month periods ended March 31,
2001 and 2000, and the consolidated statement of changes in stockholders' equity
for the three month period ended March 31, 2001.  These financial statements are
the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants.  A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters.  It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole.  Accordingly, we do not express such an
opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet as of
December 31, 2001, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for the year then ended (not presented
herein); and in our report dated February 22, 2002 we expressed an unqualified
opinion on those consolidated financial statements

/s/ S.R. Snodgrass, A.C.

Wexford, PA
May 8, 2002