EXHIBIT 32.2

                           SECTION 1350 CERTIFICATION*

In connection with the Quarterly Report of Rurban Financial Corp. (the
"Company") on Form 10-Q for the quarterly period ended March 31, 2004 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, James E. Adams, the Chief Financial Officer of the Company, certify, pursuant
to SECTION 1350 of Chapter 63 of Title 18 of the United States Code, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of
my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

                                               /s/  James E. Adams*
                                               ----------------------------
                                               Print Name: James E. Adams
                                               Title:  Chief Financial Officer
                                               Date:  May 14, 2004

* This certification is being furnished as required by Rule 13a-14(b) under the
  Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of
  Chapter 63 of Title 18 of the United State Code, and shall not be deemed
  "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to
  the liability of that Section. This certification shall not be deemed to be
  incorporated by reference into any filing under the Securities Act of 1933 or
  the Exchange Act, except as otherwise stated in such filing.

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