<SUBMISSION>
<ACCESSION-NUMBER>0000950152-02-001225
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20020202
<ITEMS>2
<ITEMS>7
<FILING-DATE>20020215
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>RURBAN FINANCIAL CORP
<CIK>0000767405
<ASSIGNED-SIC>6022
<IRS-NUMBER>341395608
<STATE-OF-INCORPORATION>OH
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-13507
<FILM-NUMBER>02550880
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>401 CLINTON ST
<CITY>DEFIANCE
<STATE>OH
<ZIP>43512
<PHONE>4197838950
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>l92831ae8-k.txt
<DESCRIPTION>RURBAN FINANCIAL CORP.   8-K
<TEXT>
<PAGE>

                       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): February 14, 2002
                                                  -----------------
                                                  (February 2, 2002)
                                                  ------------------



                             RURBAN FINANCIAL CORP.
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)



    OHIO                               0-13507                   34-1395608
----------------------------      --------------------      --------------------
(State or other jurisdiction        (Commission File           (IRS Employer
      of incorporation)                 Number)              Identification No.)



                    401 Clinton Street, Defiance, Ohio 43512
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code (419) 783-8950
                                                           --------------


                                 NOT APPLICABLE
         ---------------------------------------------------------------
         (Former name or former address, if changed since last report.)











                         Index to Exhibits is on Page 4.


<PAGE>


ITEM 1.       CHANGES IN CONTROL OF REGISTRANT.

              Not Applicable.

ITEM 2.       ACQUISITION OR DISPOSITION OF ASSETS.

              The State Bank and Trust Company, a wholly-owned subsidiary of
Rurban Financial Corp., reached an agreement Saturday, February 2, 2002 with the
Federal Deposit Insurance Corporation (FDIC) for the assumption of the insured
deposits of the failed Oakwood Deposit Bank Company, Oakwood, Ohio. Both of the
former offices of the Oakwood Deposit Bank Company in Oakwood and Grover Hill
reopened 9:00 a.m. on Monday, February 4, 2002 as branches of The State Bank and
Trust Company. Insured deposits of $93 million were transferred to State Bank on
February 4, 2002, in exchange for a premium of $4,052,000. The press release
issued by the Company on February 3, 2002 describing this development is
included with this filing as Exhibit 99(a).

ITEM 3.       BANKRUPTCY OR RECEIVERSHIP.

              Not applicable.

ITEM 4.       CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

              Not applicable.

ITEM 5.       OTHER EVENTS.

              Not Applicable.

ITEM 6.       RESIGNATIONS OF REGISTRANT'S DIRECTORS.

              Not Applicable.

ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS.

              (a)   None required.

              (b)   None required.

              (c)   Exhibits.

                    EXHIBIT NUMBER                    DESCRIPTION
                    --------------                    -----------

                         99(a)            Press Release issued February 3, 2002

ITEM 8.       CHANGE IN FISCAL YEAR.

              Not Applicable.

ITEM 9.       SALES OF EQUITY SECURITIES PURSUANT TO REGULATIONS.

              Not Applicable.




                                       2
<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.

                                       RURBAN FINANCIAL CORP.



Date:  February 14, 2002               By:  /s/ Richard C. Warrener
                                          --------------------------------------
                                            Richard C. Warrener
                                            Executive Vice President & CFO



                                       3
<PAGE>


                                INDEX TO EXHIBITS
                                -----------------

<TABLE>
<CAPTION>

       EXHIBIT NUMBER                                DESCRIPTION                                  PAGE NO.
       --------------                                -----------                                  --------
<S>                                  <C>                                                          <C>
            99(a)                     Press Release Issued February 3, 2002                          *

</TABLE>



  ----------------
  *Filed herewith




                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>3
<FILENAME>l92831aex99-a.txt
<DESCRIPTION>EXHIBIT 99A
<TEXT>
<PAGE>

                                                                   Exhibit 99(a)
                                                                   -------------

                                  NEWS RELEASE
                              FOR IMMEDIATE RELEASE

CONTACTS:         TINA M. FARRINGTON                 SANDRA L. STOCKHORST
                  SVP, MARKETING                     VP, INVESTOR RELATIONS
                  (419) 784-2549                     (419) 784-4023


       THE STATE BANK AND TRUST COMPANY COMMITS TO GROVER HILL AND OAKWOOD
                                  COMMUNITIES

DEFIANCE, Ohio, February 3, 2002 - RURBAN FINANCIAL CORP. (NASDAQNM: RBNF)
("Rurban") The State Bank and Trust Company, a wholly owned subsidiary of Rurban
Financial Corp, reached an agreement Saturday, February 2, with the Federal
Deposit Insurance Corporation (FDIC) for the assumption of the insured deposits
for the Oakwood Deposit Bank Company, Oakwood, Ohio. Both of the former offices
of the Oakwood Deposit Bank Company in Oakwood and Grover Hill will reopen 9
a.m. on Monday as branches of The State Bank and Trust Company and will be
staffed by professionals from both Oakwood Deposit and State Bank.

"Our goal is to provide a seamless transition for the Oakwood Deposit customers
to State Bank. We are excited about providing our many products and services to
these customers and enthusiastic about becoming a part of the Oakwood and Grover
Hill communities. We will have experienced State Bank Associates and Executive
Management on hand in both branches to greet, meet, and welcome our new
customers. Customers are encouraged to stop by the bank or call 419-594-3333 to
discuss any questions they have regarding their accounts," stated Mark A.
Soukup, President and CEO of The State Bank and Trust Company.

"We understand the important and ongoing role your local bank plays in the
welfare of the community. We have been a trusted financial services provider,
friend, and good neighbor for over a hundred years. The foundation of our
long-term success is our ability to grow strong relationships with our
customers. We are excited about working closely with our new customers and
enhancing the products and services that will meet their future needs." shared
Soukup.

The State Bank and Trust Company management team offers over 300 years of
experience in all areas of banking, financial planning, trust services, and
asset management. Rurban Financial Corp. and each of its banking subsidiaries
exceed all "well capitalized" regulatory capital benchmarks.

Both the Oakwood and Grover Hill branches will have extended hours to
accommodate the needs of customers throughout the week of February 4, 2002
staying open until 6 p.m., Monday through Friday.

Former Oakwood Deposit customers with deposits in excess of the FDIC limits of
$100,000 are encouraged to contact the FDIC toll free at 1-877-376-2718 and ask
to speak with a claims agent.

Thomas C. Williams, President and CEO of Rurban Financial Corp. commented, "We
are excited about the opportunity to add the former customers of Oakwood Deposit
Bank to The State Bank and Trust Company. The $4,052,000 premium State Bank has
agreed to pay is an investment that will greatly enhance our shareholder value.
Rurban shareholders will truly benefit from this agreement, as it will
significantly increase our number of customers and our market share. It is a
natural extension for us in our market area."



                                       5
<PAGE>


About Rurban Financial Corp.
----------------------------

Rurban Financial Corp. is a publicly traded bank holding company based in
Defiance, Ohio. Rurban's common stock is quoted on the Nasdaq National Market
Exchange under the symbol RBNF.

The Company currently has 10,000,000 shares of stock authorized and 4,528,429
shares outstanding. The investment banking firms of McDonald & Co. Securities
Inc. (Trident Securities Division), Sweney Cartwright and Co., and Friedman,
Billings, Ramsey Group, Inc. are the primary market makers for these shares.

Rurban's wholly owned subsidiaries and operating divisions are The State Bank
and Trust Company, Reliance Financial Services, N.A., The Peoples Banking
Company, The First Bank of Ottawa, The Citizens Savings Bank Company, Rurbanc
Data Services, Inc. (RDSI), and Rurban Life Insurance Company. The banks offer a
full range of financial services through their offices in the Northern Ohio
counties of Defiance, Paulding, Fulton, Hancock, Putnam, Sandusky, Wood,
Cuyahoga, and Summit. Reliance Financial Services offers a diversified array of
trust and financial services to customers nationwide. RDSI provides data
processing services to community banks in Ohio, Michigan and Indiana.

Forward-Looking Statements
--------------------------

This press release may contain statements that are forward looking as defined by
the Securities and Exchange Commission in its rules, regulations and releases.
The Company intends that such forward-looking statements be subject to the safe
harbors created thereby. All forward-looking statements are based on current
expectations regarding important risk factors including those identified in the
Company's most recent periodic report and other filings with the Securities and
Exchange Commission. Accordingly, actual results may differ materially from
those expressed in the forward-looking statements, and the making of such
statements should not be regarded as a representation by the Company or any
other person that the results expressed therein will be achieved.





</TEXT>
</DOCUMENT>
</SUBMISSION>
