8-K

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): April 23, 2008

CENTRAL FEDERAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-25045	34-1877137
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2923 Smith Road, Fairlawn, Ohio	44333	(330) 666-7979
(Address of Principal Executive Offices)	(Zip Code)	(Registrant’s Telephone Number)

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:

o 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 1.01 Entry into a Material Definitive Agreement

On April 23, 2008, Central Federal Corporation (the “Company”) entered into a definitive stock repurchase agreement with First Manhattan Co. (“First Manhattan”), to repurchase 275,000 shares of the Company’s common stock that First Manhattan beneficially owns on behalf of private investment partnerships and separately managed accounts over which it exercises discretionary authority. The shares being repurchased represent approximately 6.2% of the Company’s total shares of common stock outstanding as of April 23, 2008. The shares are being repurchased at a purchase price of $4.70 per share. The Company will repurchase the shares with borrowed funds and expects the transaction to close on April 23, 2008. The repurchase is a privately negotiated transaction for purposes of the U.S. securities laws. The repurchased shares will become treasury shares available for general corporate purposes.

Item 7.01 Regulation FD Disclosure

On April 23, 2008, the registrant issued a press release announcing the transaction described under Item 1.01 above. A copy of the press release is included as Exhibit 99 to this report.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

          99     Press release issued on April 23, 2008

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.

	Central Federal Corporation
Date: April 23, 2008	By:	/s/ Therese Ann Liutkus
		Therese Ann Liutkus, CPA
		Treasurer and Chief Financial Officer

EX-99

Exhibit 99

PRESS RELEASE

FOR IMMEDIATE RELEASE:	April 23, 2008
For Further Information:	Mark S. Allio, Chairman, President and CEO
	Phone: 330.576.1334
	Fax: 330.666.7959

CENTRAL FEDERAL CORPORATION ANNOUNCES SHARE REPURCHASE TRANSACTION

Fairlawn, Ohio — April 23, 2008 — Central Federal Corporation (Nasdaq: CFBK) (“Company”) today reported that it had entered into a definitive stock repurchase agreement with First Manhattan Co. (“First Manhattan”) to repurchase 275,000 shares of the Company’s common stock at $4.70 per share. First Manhattan beneficially owns the stock on behalf of private investment partnerships and separately managed accounts over which it exercises discretionary authority. The repurchase represents 6.2% of the Company’s common stock outstanding. The Company will have 4,192,662 outstanding shares of common stock after the repurchase, which the Company expects to close today. The Company will use borrowed funds to purchase the stock. The repurchased shares will become treasury shares available for general corporate purposes.

Mark S. Allio, Chairman, President and Chief Executive Officer, commented, “The private purchase will be accretive to both book value and earnings per share and should benefit all shareholders.”

About Central Federal Corporation and CFBank

Central Federal Corporation is the holding company for CFBank, a federally chartered savings association formed in Ohio in 1892. CFBank has four full-service banking offices in Fairlawn, Calcutta, Wellsville and Worthington, Ohio. Additional information about CFBank’s banking services and the Company is available at www.CFBankOnline.com.

Forward-Looking Information
Certain statements contained in this release which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying those statements. Forward-looking statements involve risks and uncertainties. Actual results may differ materially from those predicted by the forward-looking statements because of various factors and possible events, including: (i) changes in political, economic or other factors such as inflation rates, recessionary or expansive trends, and taxes; (ii) competitive

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pressures; (iii) fluctuations in interest rates; (iv) the level of defaults and prepayments on loans made by CFBank; (v) unanticipated litigation, claims or assessments; (vi) fluctuations in the cost of obtaining funds to make loans; and (vii) regulatory changes. Further information on these risk factors is included in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made to reflect unanticipated events.

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