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): January 28, 2005 (January 25,
                                      2005)

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

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

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

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

                                 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))



Item 2.02. Results of Operations and Financial Condition.

      On January 25, 2005, Rurban Financial Corp. (the "Company") issued a news
release reporting results for the fourth fiscal quarter ended December 31, 2004.
A copy of the January 25, 2005 Release is furnished as Exhibit 99.1 and is
incorporated herein by reference.

      The Company also conducted a webcast on January 25, 2005 to discuss its
results for the fourth fiscal quarter ended December 31, 2004. A transcript of
the January 25, 2005 webcast is furnished as Exhibit 99.2 and is incorporated
herein by reference.

      The information in this Item 2.02, including Exhibit 99 furnished
herewith, is being furnished and shall not be deemed to be "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of that Section, nor shall such information
be deemed to be incorporated by reference in any registration statement or other
document filed under the Securities Act of 1933 or the Exchange Act, except as
otherwise stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(a)   Financial Statements - Not Applicable

(b)   Pro Forma Financial Information - Not Applicable

(c)   Exhibits



Exhibit No.                          Description
-----------                          -----------
          
   99.1      News Release issued by Rurban Financial Corp. on January 25, 2005.

   99.2      Transcript of webcast conducted by Rurban Financial Corp. on
             January 25, 2005.


   [Remainder of page intentionally left blank; signature on following page.]

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                                   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.

Dated: January 28, 2005            By: /s/ James E. Adams
                                      ------------------------------------------
                                       James E. Adams
                                       Executive Vice President and Chief
                                       Financial Officer

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                                INDEX TO EXHIBITS

                           Current Report on Form 8-K
                             Dated January 28, 2005

                             Rurban Financial Corp.



Exhibit No.                              Description
-----------                              -----------
          
   99.1      News Release issued by Rurban Financial Corp. on January 25, 2005.

   99.2      Transcript of webcast conducted by Rurban Financial Corp. on
             January 25, 2005.


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