<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>3
<FILENAME>l14404aexv24.txt
<DESCRIPTION>EXHIBIT 24  /  POWER OF ATTORNEY
<TEXT>
<PAGE>

                                                                   Exhibit 24

                           Central Federal Corporation
                                Power of Attorney
                       Registration Statement on Form S-8

The undersigned directors and officers of Central Federal Corporation (the
"Company") hereby constitute and appoint Eloise L. Mackus, Therese Ann Liutkus
and Stanley E. Everett, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney of the undersigned, to execute and file
under the Securities Act of 1933 a registration statement on Form S-8 to
register certain shares of the Company's Common Stock, and any and all
amendments and exhibits thereto and any and all applications or other documents
to be filed with the Securities and Exchange Commission, National Association of
Securities Dealers and any state securities agencies pertaining to such
registration statement, with full power and authority to do and perform any and
all acts and things whatsoever necessary, appropriate or desirable to be done in
the premises, or in the name, place and stead of the said directors and
officers, hereby ratifying and approving the acts of said attorneys and any of
them and any such substitute.

Dated the 8th day of June, 2005.


SIGNATURE                                      TITLE
---------                                      -----

/s/David C. Vernon                 Chairman of the Board
-------------------------
David C. Vernon

/s/Mark S. Allio                   Vice Chairman of the Board; President and
-------------------------          Chief Executive Officer (principal executive
Mark S. Allio                      officer)

/s/Therese Ann Liutkus             Treasurer and Chief Financial Officer
-------------------------          (principal financial officer and principal
Therese Ann Liutkus                accounting officer)

/s/Jeffrey W. Aldrich              Director
-------------------------
Jeffrey W. Aldrich

/s/Thomas P. Ash                   Director
-------------------------
Thomas P. Ash

/s/William R. Downing              Director
-------------------------
William R. Downing

/s/Gerry W. Grace                  Director
-------------------------
Gerry W. Grace


</TEXT>
</DOCUMENT>
