UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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): April 22, 2005 (April 21, 2005)

RURBAN FINANCIAL CORP.

401 Clinton Street, Defiance, Ohio 43512

(419) 783-8950

Not Applicable

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:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 April 22, 2005, Rurban Financial Corp. (the “Company”) hosted a conference call and webcast to discuss its results for the first fiscal quarter ended March 31, 2005. A copy of the script for the conference call and webcast is furnished as Exhibit 99.1 and is incorporated herein by reference.

      The information in this Item 2.02, including Exhibit 99.1 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 (the “Securities Act”) or the Exchange Act, except as otherwise stated in such filing.

Item 7.01 — Regulation FD Disclosure

      On April 21, 2005, the Company held its Annual Meeting of Shareholders. At the Annual Meeting, the Company discussed its results for the first fiscal quarter ended March 31, 2005 and issued guidance regarding projected performance for the 2005 fiscal year. A copy of the materials presented at the Annual Meeting is furnished as Exhibit 99.2 and is incorporated herein by reference.

      The information in this Item 7.01, including Exhibit 99.2 furnished herewith, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of 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 or the Exchange Act, except as otherwise stated in such filing.

Item 8.01 — Other Events

      On April 22, 2005, Rurban Financial Corp. (the “Company”) hosted a conference call and webcast to discuss its results for the first fiscal quarter ended March 31, 2005. A copy of the script for the conference call and webcast is furnished as Exhibit 99.1 and is incorporated herein by reference.

      On April 21, 2005, the Company held its Annual Meeting of Shareholders. At the Annual Meeting, the Company discussed its results for the first fiscal quarter ended March 31, 2005 and issued guidance regarding projected performance for the 2005 fiscal year. A copy of the materials presented at the Annual Meeting is furnished as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of business acquired — Not Applicable

(b) Pro forma financial information — Not Applicable

(c) Exhibits

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

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SIGNATURE

      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.

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INDEX TO EXHIBITS

Current Report on Form 8-K
Dated April 22, 2005

Rurban Financial Corp.

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