8-K

                       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): July 18, 2003

                           CENTRAL FEDERAL CORPORATION
             (Exact name of registrant as specified in its charter)



          Delaware                       0-25045              34-1877137
(State or other jurisdiction of        (Commission          (IRS employer
incorporation or organization)         file number)      identification number)



601 Main Street, Wellsville, Ohio               43968          (330) 531-1517
(Address of Principal Executive Offices)     (Zip Code)      (Telephone Number)


Item 5   Other Events and Required FD Disclosure

        On July 18, 2003, the registrant issued a press release announcing that
        it had sold 327,500 shares of its common stock in a private placement.
        The gross sales proceeds were approximately $3.2 million. A copy of the
        press release is included as Exhibit 99 to this Current Report on Form
        8-K.

Item 7   Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)  Exhibits

                99      Press release made on July 18, 2003 announcing the sale
                        of 327,500 shares of the registrant's common stock in a
                        private placement



                                    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.

                                                   CENTRAL FEDERAL CORPORATION


Dated: July 18, 2003                               By: /s/ David C. Vernon
                                                      ---------------------
                                                       David C. Vernon
                                                       President

EX-99

                                                                      EXHIBIT 99
PRESS RELEASE

FOR IMMEDIATE RELEASE

CENTRAL FEDERAL CORPORATION ANNOUNCES THE SALE OF 327,500 SHARES OF COMMON STOCK
IN A PRIVATE PLACEMENT

Central Federal Corporation (Nasdaq: GCFC), announced today that it has raised
more than $3.2 million in a private placement of 327,500 shares of its common
stock to a limited number of persons, nearly all of whom are accredited
investors. With the completion of the private placement, the total number of
outstanding shares of Central Federal's common stock is approximately 1.97
million.

Central Federal intends to use the net proceeds of the sale for general
corporate purposes and to fund the general growth of its business.

The shares of common stock sold in the private placement have not been
registered under the Securities Act of 1933 or under the securities laws of any
state or other jurisdiction. They were offered and sold in reliance on
exemptions from the registration requirements of the Securities Act and
applicable state securities laws. The shares are restricted securities and may
not be transferred or resold by the holders absent registration under the Act
and applicable state law, unless pursuant to available exemptions from the
registration requirements. Central Federal has no obligation to register the
shares; however, it will register the shares at some future date, if its Board
of Directors deems registration to be advisable.

Central Federal Corporation, the holding company for Central Federal Bank, was
organized as a Delaware corporation in September 1998, in connection with the
bank's conversion from a mutual to stock organization. The bank is a
community-oriented financial services company founded in 1892.

For more information about Central Federal, contact David C. Vernon at
330-666-7979 or Edward L. Baumgardner at 330-532-1517.

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 assumptions are
reasonable, any of the assumptions could prove to be inaccurate. Therefore, we
can give no assurance that the results contemplated in these 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.