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):  December 16, 2005 
                                                   (December 15, 2005)
                                                  ------------------------------


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



           Ohio                            0-13507               34-1395608
           ----                            -------               ----------
  (State or other jurisdiction        (Commission File         (IRS Employer
of incorporation or organization)          Number)           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 8.01. Other Events

         On December 15, 2005, Rurban Financial Corp. (the "Company") issued a
news release announcing that the Company received regulatory approval from the
Federal Reserve Bank of Cleveland and the Ohio Division of Financial
Institutions to acquire Exchange Bancshares, Inc. and that the Company plans to
merge Exchange Bancshares, Inc. into the Company effective as of December 31,
2005. A copy of this news release is furnished as Exhibit 99 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





Exhibit No.                     Description
-----------                     -----------
            
   99         News Release issued by Rurban Financial Corp. on December 15, 2005




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




                                      -2-





                                    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.

                                      RURBAN FINANCIAL CORP.


Dated:  December 16, 2005             By: /s/ Keeta J. Diller                   
                                         ---------------------------------------
                                         Keeta J. Diller
                                         Vice President and Corporate Secretary





                                      -3-




                                INDEX TO EXHIBITS

                           Current Report on Form 8-K
                             Dated December 16, 2005

                             Rurban Financial Corp.






Exhibit No.                            Description
-----------                            -----------
            
    99        News Release issued by Rurban Financial Corp. on December 15, 2005






                                      -4-