Exhibit 32.1


                    STATEMENT OF CHIEF EXECUTIVE OFFICER AND
             CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. ss. 1350

         In  connection  with the  Quarterly  Report on Form 10-Q for the period
ended March 31, 2004 (the "Form 10-Q") of Middleburg Financial  Corporation (the
"Company"),  we, Joseph L. Boling,  Chief Executive Officer of the Company,  and
Alice P.  Frazier,  Chief  Financial  Officer  of the  Company,  hereby  certify
pursuant  to 18 U.S.C.  ss.  1350,  as adopted  pursuant  to Section  906 of the
Sarbanes-Oxley Act of 2002, that, to our knowledge:

         (a)      the Form 10-Q fully complies with the requirements  of Section
                  13(a) of the  Securities Exchange Act of 1934, as amended; and

         (b)      the information contained in the Form 10-Q fairly presents, in
                  all material respects,  the financial condition and results of
                  operations of the Company as of and for the periods  presented
                  in the Form 10-Q.



         By:      /s/ Joseph L. Boling                Date:   May 14, 2004
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                  Joseph L. Boling
                  Chief Executive Officer



         By:      /s/ Alice P. Frazier                Date:   May 14, 2004
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                  Alice P. Frazier
                  Chief Operating Officer