EXHIBIT 31.2

        RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, James E. Adams, certify that:

         1.       I have reviewed this Quarterly Report on Form 10-Q of Rurban
                  Financial Corp.;

         2.       Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this report;

         4.       The registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and have:

                         (a) Designed such disclosure controls and procedures,
                         or caused such disclosure controls and procedures to be
                         designed under our supervision, to ensure that material
                         information relating to the registrant, including its
                         consolidated subsidiaries, is made known to us by
                         others within those entities, particularly during the
                         period in which this report is being prepared;

                         (b) Evaluated the effectiveness of the registrant's
                         disclosure controls and procedures and presented in
                         this report our conclusions about the effectiveness of
                         the disclosure controls and procedures, as of the end
                         of the period covered by this report based on such
                         evaluation; and

                         (c) Disclosed in this report any change in the
                         registrant's internal control over financial reporting
                         that occurred during the registrant's most recent
                         fiscal quarter that has materially affected, or is
                         reasonably likely to materially affect, the
                         registrant's internal control over financial reporting;
                         and

         5.       The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of
                  directors:

                         (a) All significant deficiencies and material
                         weaknesses in the design or operation of internal
                         control over financial reporting which are reasonably
                         likely to adversely affect the registrant's ability to
                         record, process, summarize and report financial
                         information; and

                         (b) Any fraud, whether or not material, that involves
                         management or other employees who have a significant
                         role in the registrant's internal control over
                         financial reporting.

Date: November 13, 2003
                                     /S/ James E. Adams
                                     -----------------------------------------
                                     Printed Name: James E. Adams
                                     Title: Executive Vice President &
                                     Chief Financial Officer

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