8-K/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A

                                 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 24, 2005
                                                           ------------


                           CAMCO FINANCIAL CORPORATION
                         ------------------------------
             (Exact name of registrant as specified in its charter)


            DELAWARE                   0-25196                 51-0110823
- -------------------------------  ---------------------   -----------------------
(State or other jurisdiction of  (Commission File No.)   (IRS Employer I.D. No.)
         incorporation)

                    6901 Glenn Highway, Cambridge, Ohio   43725
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               (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code:    (740) 435-2020
                                                    --------------------


                                 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 (see General Instruction A.2. below):

[ ] 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))



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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by
Camco Financial Corporation on May 24, 2005 (the "Prior Report"), to include the
following information required by Item 5.03. The Prior Report is incorporated
herein by reference.


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
           Year.

         (a) On May 24, 2005, the Board of Directors of Camco Financial
Corporation ("Camco") amended its Amended and Restated Bylaws to increase the
number of directors from nine to ten. The Board also amended Section 3.03
"Vacancies" to provide that a director who is elected to fill a newly created
vacancy may hold office until the next election of the class for which such
director shall have been chosen. Previously, Section 3.03 provided that a
director who is elected to fill a newly created vacancy could only hold office
until the next election of directors.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01   Financial Statements and Exhibits.

      (a)   Financial statements of business acquired.

            Not applicable.

      (b)   Pro forma financial information.

            Not applicable.

      (c)   Exhibits.

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            Exhibit No.                  Description
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               3(ii)   Text of Amendment to Amended and Restated Bylaws
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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 thereunto duly authorized.


                                    CAMCO FINANCIAL CORPORATION



                                    By: /s/ Mark A. Severson
                                        ----------------------------------------
                                          Mark A. Severson
                                           Chief Financial Officer


Date: August 5, 2005




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EX-3.II

                                  EXHIBIT 3(ii)

                              TEXT OF AMENDMENTS TO
                          AMENDED AND RESTATED BYLAWS*

         Section 3.01. Number of Directors. The authorized number of directors
may be fixed or changed from time to time and at any time by a resolution
adopted by a majority of the whole authorized number of directors, but no
reduction in the number of directors shall of itself have the effect of
shortening the term of any incumbent director. Until changed in accordance with
law, the total authorized number of directors shall be ten (10). The directors
shall be elected at the annual meeting of the stockholders, except as provided
in Section 3.03 of the by-laws.

         Section 3.03. Vacancies. Vacancies, and newly-created directorships
resulting from any increase in the authorized number of directors, may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and any director so chosen shall hold office UNTIL
THE NEXT ELECTION OF THE CLASS FOR WHICH SUCH DIRECTOR SHALL HAVE BEEN CHOSEN
and until his successor is duly elected and shall qualify, or until his earlier
death, resignation or removal. If there are no directors in office, then an
election of directors may be held in the manner provided by statute. If, at the
time of filling any vacancy or any newly-created directorship, the directors
then in office shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of Chancery of
the State of Delaware may, upon application of any stockholder or stockholders
holding at least ten percent (10%) of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.


* The new language adopted by the Board of Directors is in capital letters.