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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950152-05-005418.txt : 20050627
<SEC-HEADER>0000950152-05-005418.hdr.sgml : 20050627
<ACCEPTANCE-DATETIME>20050627111727
ACCESSION NUMBER:		0000950152-05-005418
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050623
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050627
DATE AS OF CHANGE:		20050627

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:		05916680

	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>l14687ae8vk.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): June 23, 2005


                           CENTRAL FEDERAL CORPORATION
                           ---------------------------
             (Exact Name of Registrant as Specified in its Charter)


          Delaware                     0-25045                  34-1877137
          --------                     -------                  ----------
(State or Other Jurisdiction         (Commission               (IRS Employer
     of 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)

                                 Not Applicable
                                 --------------
          (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 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 23, 2005, the Board of Directors approved the accelerated vesting of all
unvested stock options awarded to eligible participants under the 1999 Stock
Based Incentive Plan and the 2003 Equity Compensation Plan. As a result of the
acceleration, unvested options granted in 2003 and 2004 to acquire 102,000
shares of the registrant's common stock, which otherwise would have vested on
various dates thru January 16, 2008, became immediately exercisable. All other
terms and conditions applicable to options granted under these plans, including
the exercise prices and the number of shares subject to the accelerated options,
are unchanged. The decision to accelerate the vesting of these options was
related to the issuance of Statement of Financial Accounting Standard No. 123
(revised 2004), Share Based Payment ("FAS 123R"). In accordance with the
provisions of FAS 123R, the registrant will adopt the pronouncement on January
1, 2006 and believes the above-mentioned acceleration of vesting will eliminate
compensation expense related to these options of approximately $115,100, $33,200
and $200 in 2006, 2007 and 2008, of which approximately $79,100, $20,300 and
$200 for each respective year is attributable to options held by directors and
executive officers. The total expense will be reflected in pro forma footnote
disclosure in the Company's 2005 financial statements, as permitted under the
transition guidance provided by the Financial Accounting Standards Board.

The following table lists the number of options and weighted average exercise
price of options subject to acceleration for Directors and Executive Officers:

                                        Options subject
                                        to acceleration        Weighted average
Name                                         (# shares)          exercise price
- --------------------------------        ---------------        ----------------

Directors:
David C. Vernon                              26,167               $   11.54

Executive Officers:
Elouise L. Mackus                             9,670                   12.65
Therese A. Liutkus                            9,670                   13.16
Raymond E. Heh                               11,422                   12.84
R. Parker MacDonell                           9,670                   12.07
Richard J. O'Donnell                          5,000                   12.70


<PAGE>

ITEM 8.01  OTHER EVENTS

On June 24, 2005, the registrant issued a press release announcing that its
Board of Directors declared a cash dividend of 9 cents per share on its common
stock to be paid on July 18, 2005 to shareholders of record on July 5, 2005. The
Board had considered reducing the dividend and advised that payment of the
dividend would continue to be evaluated. 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 June 24, 2005 announcing dividends.



<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:  June 27, 2005                         By: /s/ Therese Ann Liutkus
                                                  -----------------------------
                                                  Therese Ann Liutkus, CPA
                                                  Treasurer and Chief Financial
                                                  Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>l14687aexv99.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>
<PAGE>


                                                                    Exhibit 99

PRESS RELEASE

FOR IMMEDIATE RELEASE

DATE:         June 24, 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 DECLARES DIVIDEND

Fairlawn, Ohio - June 24, 2005 - Central Federal Corporation (NASDAQ: GCFC)
announced today that the Company's Board of Directors declared a cash dividend
of 9 cents per share on its common stock to be paid on July 18, 2005 to
stockholders of record on July 5, 2005. The Board of Directors had considered
reducing the dividend and advised that payment of the dividend would continue to
be evaluated. The Board anticipates the need to retain capital as the Company
continues to invest and positions itself for growth and increased profitability.
Central Federal Corporation stock has historically yielded a dividend of 9 cents
per quarter, 36 cents per year.

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 and a wholly owned
subsidiary of CFBank, was merged into CFBank in May 2005 and continues to
operate as Reserve Mortgage Services.

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



<PAGE>

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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