SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~April 2422, 2011

MIDCAROLINA FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

North Carolina	000-49848	55-6144577
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3101 South Church Street Burlington, North Carolina		27216
(Address of principal executive offices)		(Zip Code)

3101 South Church Street

Burlington, North Carolina 27216

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (336) 538-1600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.

Results of Operations and Financial Condition.

On ~~January~~April 2422, 2011, we announced our results of operations for the three ~~and twelve~~ months ended ~~December~~March 31, ~~2010~~2011. A copy of our press release is being furnished as Exhibit 99.1 to this Report.

Item 8.001.1 Other Events.

On ~~January~~ 24April 22, 2011, we distributed the press release furnished as Exhibit 99.1 to this Report.

Item 9.01.

Financial Statements and Exhibits.

Exhibits. The following exhibit is furnished with this Report:

ExhibitNo.		Exhibit Description
99.1		Copy of our press release dated ~~January~~April 2422, 2011

Disclaimer Regarding “Forward Looking Statements”

Statements in this report and its exhibits relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, expectations or beliefs about future events or results, and other statements that are not descriptions of historical facts, may be forward-looking statements as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors which include, but are not limited to, factors discussed in our Annual Report on Form 10-K and in other documents we file with the Securities and Exchange Commission from time to time. Copies of those reports are available directly through the SEC’s Internet website at www.sec.gov or through our Internet website at www.midcarolinabank.com. Forward-looking statements may be identified by terms such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “feels,” “believes,” “estimates,” “predicts,” “forecasts,” “potential” or “continue,” or similar terms or the negative of these terms, or other statements concerning opinions or judgments of our management about future events. ~~These~~Factors ~~include~~that ~~statements~~could asinfluence to the ~~anticipated~~accuracy ~~benefits~~ of ~~the~~those ~~proposed~~and ~~merger,~~all ~~including~~other forward-looking ~~future~~statements ~~financial~~in ~~and~~this ~~operating~~press ~~results~~release include, ~~cost~~but ~~savings~~are ~~and~~not ~~enhanced~~limited ~~revenues~~to ~~that~~(a) pressures ~~may~~on ~~be realized~~our ~~from~~earnings, ~~the~~capital ~~merger~~and asliquidity ~~well~~resulting asfrom ~~other~~current ~~statements~~and offuture ~~expectations~~conditions ~~regarding~~in the ~~merger~~credit and ~~any~~capital ~~other~~markets, ~~statements~~(b) continued ~~regarding~~or unexpected ~~future~~increases ~~results~~in orcredit ~~expectations.~~losses ~~Factors~~in ~~that~~our ~~could~~loan ~~influence~~portfolio, ~~the~~(c) continued ~~accuracy~~adverse ofconditions ~~forward~~in ~~looking~~the ~~statements~~economy ~~regarding~~and in the ~~proposed~~ ~~merger~~real ~~include,~~estate ~~but~~market ~~are~~in ~~not~~our ~~limited~~banking ~~to:~~markets (~~1) our~~particularly ~~and/or~~those ~~American~~conditions ~~National’s~~that ~~businesses~~affect ~~may~~our ~~not~~loan beportfolio, ~~integrated~~the ~~successfully~~abilities orof our ~~such~~borrowers ~~integration~~to ~~may~~repay betheir ~~more difficult~~loans, ~~time-consuming~~and orthe ~~costly~~values ~~than~~of ~~expected;~~collateral that secures our loans),(2d) ~~expected~~ ~~revenue synergies~~the ~~and~~financial ~~cost~~success ~~savings~~or ~~from~~changing ~~the~~strategies ~~merger~~of ~~may~~our ~~not~~customers, be(e) actions ~~fully~~of ~~realized~~government regulators, or ~~realized~~change ~~within~~in ~~the~~laws, ~~expected~~regulations ~~timeframe;~~or accounting standards, that adversely affect our business, (3f) ~~revenues~~changes ~~following~~in the ~~merger~~interest ~~may~~rate beenvironment ~~lower~~and ~~than~~the ~~expected;~~level ~~(4) customer~~of ~~and~~market ~~employee~~interest ~~relationships~~rates ~~and~~that ~~business~~reduce ~~operations may~~our benet ~~disrupted~~interest bymargins and/or the ~~merger;~~values of loans we make and securities we hold, (5g) ~~the~~changes in ~~ability~~competitive topressures ~~obtain~~among ~~required~~depository ~~regulatory~~ and ~~shareholder~~other ~~approvals,~~financial ~~and~~institutions ~~the~~or in our ability to ~~complete~~compete ~~the~~effectively ~~merger~~against onother ~~the~~financial ~~expected~~institutions ~~timeframe~~in ~~may~~our bebanking ~~more difficult~~markets, ~~time-consuming~~and (h) other developments or ~~costly~~changes ~~than~~in ~~expected.~~our ~~Other factors~~business that ~~could~~we ~~influence~~do not ~~the~~expect. ~~accuracy~~Although ofwe ~~those~~believe ~~and~~that ~~all~~the ~~other~~expectations reflected in the forward-looking statements included in this press release ~~include, but~~ are ~~not~~reasonable, ~~limited~~they torepresent ~~(a) pressures~~our onmanagement’s ~~our~~judgments ~~earnings,~~only ~~capital~~as ~~and~~of ~~liquidity~~the ~~resulting~~date ~~from~~they ~~current~~are made, and ~~future~~we ~~conditions~~cannot inguarantee ~~the~~future ~~credit~~results, ~~and~~levels ~~capital~~of ~~markets~~activity, ~~(b) continued~~performance or ~~unexpected~~achievements. ~~increases~~As ina ~~credit~~result, ~~losses~~readers inare ~~our~~cautioned ~~loan~~not ~~portfolio,~~to ~~(c) continued~~place ~~adverse~~undue ~~conditions~~reliance inon ~~the~~these ~~economy~~forward-looking ~~and~~statements. inAll ~~the~~forward-looking ~~real~~statements ~~estate~~attributable ~~market~~to inus ~~our~~are ~~banking~~expressly ~~markets (particularly those~~qualified ~~conditions~~in ~~that~~their ~~affect~~entirety ~~our~~by ~~loan portfolio,~~ the ~~abilities~~cautionary ofstatements ~~our~~in ~~borrowers~~this toparagraph. ~~repay~~We ~~their~~have ~~loans~~no obligation, and ~~the~~do ~~values~~not ~~of collateral that secures our loans)~~intend,~~(d)~~ ~~the~~to ~~financial~~update ~~success~~these orforward-looking ~~changing~~statements. ~~strategies of our customers, (e) actions of government regulators,~~

or change in laws, regulations or accounting standards, that adversely affect our business, (f) changes in the interest rate environment and the level of market interest rates that reduce our net interest margins and/or the values of loans we make and securities we hold, (g) changes in competitive pressures among depository and other financial institutions or in our ability to compete effectively against other financial institutions in our banking markets, and (h) other developments or changes in our business that we do not expect. Although we believe that the expectations reflected in the forward-looking statements included in this press release are reasonable, they represent our management’s judgments only as of the date they are made, and we cannot guarantee future results, levels of activity, performance or achievements. As a result, readers are cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by the cautionary statements in this paragraph. We have no obligation, and do not intend, to update these forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, we have duly caused this Report to be signed on our behalf by the undersigned hereunto duly authorized.

	~~MIDCAROLINA FINANCIAL CORPORATION~~	MIDCAROLINA FINANCIAL CORPORATION
	~~(Registrant)~~	(Registrant)
Date: January 24, 2011	By:	/S/ Christopher B. Redcay
Date: April 22, 2011		By:	/s/ Christopher B. Redcay
		~~Christopher B. Redcay~~	Christopher B. Redcay
		~~Chief Financial Officer~~	Chief Financial Officer

Filing Compare · MIDCAROLINA FINANCIAL CORP