Middlefield,Ohio-based Middlefield BancCorp. is selling 376,400 shares of common stock at $33 per share ina private offering.

Middlefieldsold 60,606 shares to one accredited investor and 90,909 to another, for grossproceeds of $5.0 million before commissions of $250,000 for the placementagent. Both sales were on May 2. The company has received more indications ofinterest from accredited investors and commitments from others, includingdirectors and CEO Thomas Caldwell, according to a Form 8-K filed May 6.If those indications of interest led to subscriptions, it would result in thesale of 200,500 additional shares bringing in gross proceeds of about $6.6million before commissions of $313,000 for the placement agent.

Thecompany expects to complete the offering in a month.