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<SEC-DOCUMENT>0000950152-05-002322.txt : 20050321
<SEC-HEADER>0000950152-05-002322.hdr.sgml : 20050321
<ACCEPTANCE-DATETIME>20050321095008
ACCESSION NUMBER:		0000950152-05-002322
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050318
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050321
DATE AS OF CHANGE:		20050321

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CENTRAL FEDERAL CORP
		CENTRAL INDEX KEY:			0001070680
		STANDARD INDUSTRIAL CLASSIFICATION:	SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035]
		IRS NUMBER:				341877137
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-25045
		FILM NUMBER:		05693170

	BUSINESS ADDRESS:	
		STREET 1:		C/O CENTRAL FEDERAL BANK
		STREET 2:		601 MAIN ST
		CITY:			WELLSVILLE
		STATE:			OH
		ZIP:			43968
		BUSINESS PHONE:		3305321517

	MAIL ADDRESS:	
		STREET 1:		C/O CENTRAL FEDERAL BANK
		STREET 2:		601 MAIN ST
		CITY:			WELLSVILLE
		STATE:			OH
		ZIP:			43968

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GRAND CENTRAL FINANCIAL CORP
		DATE OF NAME CHANGE:	19980918
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>l12918ae8vk.txt
<DESCRIPTION>CENTRAL FEDERAL CORPORATION    8-K
<TEXT>
<PAGE>

                                  UNITED STATES
                       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): March 18, 2005

                           CENTRAL FEDERAL CORPORATION
                           ---------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                0-25045            34-1877137
              --------                -------            ----------
(State or other jurisdiction of     (Commission         (IRS Employer
 incorporation)                     File Number)     Identification Number)

   2923 Smith Road, Fairlawn, Ohio          44333          (330) 666-7979
   -------------------------------          -----          --------------
(Address of principal executive offices)  (Zip Code)  (Registrant's Telephone
                                                               Number)

           -----------------------------------------------------------
          (former name or former address, if changed since last report)

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)

[ ] 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))

<PAGE>

ITEM 8.01. OTHER EVENTS

On March 18, 2005, the registrant issued a press release announcing:

      1) the Board of Directors abandoned the reverse stock split transaction
      despite shareholder approval. The Board concluded, in its fiduciary
      capacity, that expenditure of capital in excess of $2 million would not be
      prudent.

      2) the Board of Directors declared a cash dividend of 9 cents per share on
      its common stock to be paid on April 15 to stockholders of record on April
      4, 2005.

A copy of the press release is included as Exhibit 99 to this report.

ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c) Exhibits

      99 Press release issued on March 18, 2005

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             Central Federal Corporation

 Date:  March 21, 2005                       By: /s/ Therese Ann Liutkus
                                                 -----------------------------
                                                 Therese Ann Liutkus, CPA
                                                 Treasurer and Chief Financial
                                                 Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>l12918aexv99.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>
<PAGE>

                                                                      Exhibit 99

PRESS RELEASE

FOR IMMEDIATE RELEASE

DATE:     March 18, 2005
COMPANY:  Central Federal Corporation
          2923 Smith Road
          Fairlawn, Ohio  44333
CONTACT:  Mark S. Allio
          Vice Chairman, President and CEO
PHONE:    330.576.1334                 FAX: 330.666.7959

CENTRAL FEDERAL CORPORATION ANNOUNCES REVERSE STOCK SPLIT ABANDONED AND DIVIDEND
DECLARED

Fairlawn, Ohio - March 18, 2005 - Central Federal Corporation (NASDAQ: GCFC)
announced today that the Company's Board of Directors decided against proceeding
with a one-for-325 shares reverse stock split. The Company's stockholders
approved the reverse stock split at a special meeting of stockholders held last
Monday, March 14, 2005.

The Company had announced in October 2004 that it would ask stockholders to
approve a reverse stock split in an effort to ease the economic and management
burden of complying with the Sarbanes-Oxley Act of 2002 and federal securities
laws. The Board of Directors established a reverse stock split ratio of
1-for-500 shares and set $14.50 per share as a fair price to compensate
stockholders who held fewer than 500 shares on the effective date and who would
no longer remain stockholders of the Company after the effective date. As
discussed in the Company's February 2, 2005 press release, large numbers of
individuals had purchased share lots in quantities of 499 or fewer shares. The
dramatic increase in shares held by stockholders who owned fewer than 500 shares
had increased substantially the cost of the Company's effecting its going
private transaction.

As discussed in the Company's February 11, 2005 press release, the Board of
Directors revised the ratio of the reverse stock split to 1-for-325 shares in an
effort to reduce the aggregate cost of repurchasing shares. The Board had
recognized the earlier arbitrage activity and reserved the right to abandon the
transaction following stockholder approval in the interest of the Company and
its stockholders if the costs of the transaction were expected to exceed $2
million.

After the reverse split ratio was changed from one-for 500 shares to one-for-325
shares, a significant number of stockholders became owners of fewer than 325
shares. Since the capital cost of effecting the transaction would be greater
than the $2 million benchmark, the Board decided not to proceed with the
transaction.

<PAGE>

The Board concluded, in its fiduciary capacity, that expenditure of capital in
excess of $2 million would not be prudent. Chairman of the Board David C. Vernon
observed:

      Apparent attempts to arbitrage the premium the Company was willing to pay
      to those who would no longer remain stockholders after a reverse stock
      split dramatically drove up the cost of the transaction beyond a figure
      the Board believes is reasonable to spend. Use of the increased capital
      that would be necessary to proceed with a reverse stock split is not in
      the best interest of Central Federal Corporation's stockholders.

Central Federal Corporation is executing a growth strategy, and the Company
plans to employ and acquire capital to effectuate the growth.

In other action, the Board of Directors declared a cash dividend of 9 cents per
share on its common stock to be paid on April 15 to stockholders of record on
April 4, 2005.

ABOUT CENTRAL FEDERAL CORPORATION AND CFBANK

Central Federal Corporation (Nasdaq: GCFC), the holding company for CFBank, was
organized as a Delaware corporation in September 1998 in connection with the
bank's conversion from a mutual to stock organization, which was completed on
December 30, 1998. CFBank is a community-oriented financial services company
founded in 1892. Its home office is in Fairlawn, Ohio. It operates two
additional offices in Columbiana County, Ohio, and one in Columbus, Ohio.
Reserve Mortgage Services, Inc., an Ohio corporation, became a wholly owned
subsidiary of CFBank in October 2004.

This release contains certain forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. We intend these
forward-looking statements to be subject to the safe harbor created by that
provision. These forward-looking statements involve risks and uncertainties and
include, but are not limited to, statements regarding future events and our
plans, goals and objectives. Our actual results may differ materially from these
statements. Although we believe the assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove to be inaccurate.
Therefore, we can give no assurances that the results contemplated in these
forward-looking statements will be realized. The inclusion of this
forward-looking information should not be regarded as a representation by our
Company or by any person that the future events, plans or expectations
contemplated by our Company will be achieved. Furthermore, past performance in
operations and share price is not necessarily predictive of future performance.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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