<SUBMISSION>
<ACCESSION-NUMBER>0000950152-02-003645
<TYPE>8-K
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<PERIOD>20020501
<ITEMS>5
<ITEMS>7
<FILING-DATE>20020501
<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>
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<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-13507
<FILM-NUMBER>02629810
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>401 CLINTON ST
<CITY>DEFIANCE
<STATE>OH
<ZIP>43512
<PHONE>4197838950
</BUSINESS-ADDRESS>
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<TYPE>8-K
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<FILENAME>l94247ae8-k.txt
<DESCRIPTION>RURBAN FINANCIAL CORP.                FORM 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): May 1, 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.

              Not applicable.

ITEM 3.       BANKRUPTCY OR RECEIVERSHIP.

              Not applicable.

ITEM 4.       CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

              Not applicable.

ITEM 5.       OTHER EVENTS AND REGULATION FD DISCLOSURE.

              See the Press Release issued by the Company on May 1, 2002
included with this filing as Exhibit 99(a).

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 May 1, 2002

ITEM 8.       CHANGE IN FISCAL YEAR.

              Not Applicable.

ITEM 9.       REGULATION FD DISCLOSURE.

              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:  May 1, 2002               By: /s/ Steven D. VanDemark
                                    -------------------------------------------
                                     Steven D. VanDemark, Chairman of the Board
                                     of Directors




























                                       3
<PAGE>



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


 EXHIBIT NUMBER                      DESCRIPTION                     PAGE NO.
 --------------                      -----------                     --------
      99(a)               Press Release Issued May 1, 2002              *








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









                                       4


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>3
<FILENAME>l94247aex99-a.txt
<DESCRIPTION>EX-99(A) PRESS RELEASE
<TEXT>
<PAGE>



                                                                EXHIBIT 99(a)
                                                                -------------

                              FOR IMMEDIATE RELEASE

Contacts:         Sandra L. Stockhorst               Tina M. Farrington
                  VP, Investor Relations             SVP, Marketing
                  (419) 784-4023                     (419) 784-2549


             RURBAN FINANCIAL CORP. NAMES RICHARD C. BURROWS INTERIM
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER

DEFIANCE, Ohio, May 1, 2002 - Rurban Financial Corp. (NASDAQ: RBNF) (the
"Company") announced today that Thomas C. Williams has resigned his positions as
President, Chief Executive Officer and a director of the Company. The Company's
Board of Directors has appointed Richard C. Burrows to act as interim President
and Chief Executive Officer and has also established a search committee which
will immediately commence the search for a replacement for Mr. Williams.

Mr. Burrows prior service with the Company extended for approximately 20 years,
most recently serving on the Board of Directors of the Company and The State
Bank and Trust Company until 2001. Mr. Burrows also previously served as the
President and Chief Executive Officer of the Company and The State Bank and
Trust Company from 1985 to 1995 during which time the Company performed well
with steady growth. Steven D. VanDemark, Chairman of the Board of Directors of
the Company, commented that "the Company is very fortunate to have a person the
caliber of Mr. Burrows to serve as interim President and Chief Executive
Officer. We are confident that Mr. Burrows will provide the necessary leadership
to guide the Company during this transition period. The appointment of Mr.
Burrows will also allow the Board of Directors the necessary time to conduct a
thorough and comprehensive search for Mr. Williams' replacement."

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

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

The Company's wholly owned subsidiaries are The State Bank and Trust Company,
Reliance Financial Services, N.A., RFC Banking Company (which consists of the
following divisions: The Peoples Banking Company, The First Bank of Ottawa and
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
harbor" provisions of the Private Securities Litigation Reform Act of 1995. 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 or
implied 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>
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