Exhibit 32

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Middlefield Banc Corp. (the
"Company") on Form 10-Q for the period ending September 30, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), we,
Thomas G. Caldwell, President, and Donald L. Stacy, Chief Financial Officer,
certify, pursuant to 18 U.S.C. ' 1350, as adopted pursuant to ' 906 of the
Sarbanes-Oxley Act of 2002, that:

        (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

        (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.




/s/ Thomas G. Caldwell                 /s/ Donald L. Stacy
- ----------------------                 ----------------------------------
Thomas G. Caldwell                     Donald L. Stacy
President                              Principal Financial and
                                       Accounting Officer



November 10, 2003


A signed original of this written statement required by Section 906 has been
provided to Middlefield Banc Corp. and will be retained by Middlefield Banc
Corp. and furnished to the Securities and Exchange Commission or its staff upon
request