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 9, 1996


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


     Ohio                     0-13507                  34-1395608
_______________           ________________        ____________________
(State or other           (Commission File           (IRS Employer
jurisdiction of                Number)            (Identification No.)
incorporation)


                    401 Clinton Street, Defiance, Ohio 43512
________________________________________________________________________________
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code (419) 782-8950)


                                 Not Applicable
________________________________________________________________________________
         (Former name or former address, if changed since last report.)



                            Exhibit Index at Page 2.

                                Page 1 of 3 Pages





Item 5.    Other Events.

     On December  9, 1996,  the Board of  Directors  of Rurban  Financial  Corp.
("Rurban")  declared a share  dividend and a cash dividend upon Rurban's  Common
Shares. Under the share dividend,  Rurban shareholders received .05 Common share
for each Common Share held of record on December  24,  1996.  Shares were issued
and share  certificates  were  distributed on January 31, 1997.  Shareholders of
record on December 24, 1996 were also paid,  on January 6, 1997, a cash dividend
of $.15 per Common Share.

Item 7.    Financial Statements and Exhibits.

            (a)   Financial statements of businesses acquired:

                  None required.

            (b)   Pro forma financial information:

                  None required

            (c)   Exhibits:

                     99       Press Release Issued
                              December 10, 1996




                                   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.


                                        RURBAN FINANCIAL CORP.



Date: March 14, 1997                    By:  Thomas C. Williams, President




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