<PAGE> 1

     As filed with the Securities and Exchange Commission on May 23, 2003
                                                Registration No. 333-__________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                          CENTRAL FEDERAL CORPORATION
                    (Formerly Grand Central Financial Corp.)
             (exact name of registrant as specified in its charter)

           DELAWARE                                             34-1877137
 (State or other juris-                                        (IRS Employer
diction of incorporation                                    Identification No.)
    or organization

                                 601 MAIN STREET
                             WELLSVILLE, OHIO 43968
                                 (330) 532-1517
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                        GRAND CENTRAL FINANCIAL CORP.
                        2003 EQUITY COMPENSATION PLAN
                           (Full Title of the Plan)
                        -----------------------------

                                                  COPIES TO:

DAVID C. VERNON                                   JOHN R. HALL, ESQ.
CHAIRMAN, PRESIDENT AND CHIEF                     SUZANNE A. WALKER, ESQ.
   EXECUTIVE OFFICER                              MULDOON MURPHY & Faucette LLP
Central Federal Corporation                       5101 Wisconsin Avenue, N.W.
601 Main Street                                   Washington, D.C.  20016
Wellsville, Ohio 43968                            (202) 362-0840
(330) 532-1517
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
<TABLE>
<CAPTION>

=================================================================================================
Title of each Class of     Amount         Proposed Maximum      Proposed Maximum      Amount of
   Securities to be         to be        Offering Price Per    Aggregate Offering   Registration
      Registered         Registered(1)         Share(3)               Price              Fee
-------------------------------------------------------------------------------------------------
     <S>                  <C>                <C>                    <C>                 <C>
      Common Stock         100,000
     $.01 par Value       Shares(2)          $12.67                 $1,267,000          $103
=====================   ============       =============          ==============     ==========

(1) Together with an indeterminate number of additional shares which may be necessary to adjust the
    number of shares to be issued pursuant to the Grand Central Financial Corp. 2003 Equity Compensation
    Plan (the "Plan") as the result of a stock split, stock dividend or similar adjustment of the
    outstanding common stock of Central Federal Corporation as permitted by Rule 416(a) under the
    Securities Act of 1933, as amended (the "Securities Act").
(2) Represents the shares which may be issued as stock awards or upon the exercise of options to purchase
    shares of Central Federal Corporation common stock granted or to be granted under the Plan.
(3) Estimated solely for the purpose of calculating the amount of the registration fee. Pursuant to Rule
    457(c) under the Securities Act, the price per share is the average of the bid and ask price of the
    Central Federal Corporation common stock, as reported on May 19, 2003.
</TABLE>

This Registration Statement shall become effective immediately upon filing in
accordance with Section 8(a) of the Securities Act of 1933, as amended, (the
"Securities Act") and 17 C.F.R. ss.230.462.



<PAGE> 2



CENTRAL FEDERAL CORPORATION

PART I     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEMS 1 & 2. The  documents  containing  the  information  for the Grand Central
Financial Corp. 2003 Equity Compensation Plan (the "Plan") required by Part I of
the Registration Statement will be sent or given to the participants in the Plan
as specified by Rule 428(b)(1). Such documents are not filed with the Securities
and  Exchange  Commission  (the  "SEC")  either  as a part of this  Registration
Statement or as a prospectus  or prospectus  supplement  pursuant to Rule 424 in
reliance  on Rule  428.  Such  documents  and the  information  incorporated  by
reference  pursuant  to  Item  3 of  Part  II  of  this  Registration  Statement
constitute the prospectus for the Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following  documents  filed or to be filed with the SEC are  incorporated by
reference in this Registration Statement:

     (a)  The Form 10-KSB filed by Central Federal Corporation (the "Registrant"
or "Corporation")  with  the SEC  on March 31,  2003, for the  fiscal year ended
December 31, 2002 (File No. 000-25045),  which includes the consolidated balance
sheets of Central Federal Corporation (formerly known as Grand Central Financial
Corp.) as of  December  31,  2002 and 2001 of Central  Federal  Corporation, and
the  related  consolidated statements  of income, changes in shareholders equity
and  cash  flows for each of the three years ended December 31, 2002.

     (b)  The Form 10-QSB report filed by the Registrant for the  fiscal quarter
ended March 31, 2003 (File No. 000-25045), filed with the SEC on May 20, 2003.

     (c)  The  description  of  the  Registrant's   common  stock  contained  in
Registrant's Form 8-A12G (File No. 000-25045), as filed with the SEC on November
6, 1998  pursuant to Section 12(g) of the  Securities  Exchange Act of 1934 (the
"Exchange Act").

     (d) All documents filed by the Registrant and the Plan,  where  applicable,
pursuant  to Section  13(a) and (c), 14 or 15(d) of the  Exchange  Act after the
date  hereof  and  prior  to  the  filing  of a post-effective  amendment  which
deregisters all securities then remaining unsold.

     Any statement  contained in this Registration  Statement,  or in a document
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent that a statement  contained  herein, or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities

The Common Stock to be offered pursuant to the Plan has been registered pursuant
to Section 12(g) of the Exchange Act.  Accordingly,  a description of the Common
Stock is not required herein.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

                                      2

<PAGE> 3



The validity of the Common Stock offered hereby has been passed upon for the
Registrant by the firm of Muldoon Murphy & Faucette LLP, Washington, D.C.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exist. This
indemnification applies to the Board of Directors who administer the Plan.

      In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
-----

          A.    Each  person  who was or is made a party or is  threatened to be
          made a  party  to or is  otherwise  involved  in any  action,  suit or
          proceeding,  whether civil, criminal,  administrative or investigative
          (hereinafter a "proceeding"),  by reason of the fact that he or she is
          or  was a  Director  or an  Officer  of the  Corporation  or is or was
          serving at the  request of the  Corporation  as a  Director,  Officer,
          employee or agent of another  corporation or of a  partnership,  joint
          venture, trust or other enterprise,  including service with respect to
          an employee benefit plan  (hereinafter an  "indemnitee"),  whether the
          basis of such proceeding is alleged action in an official  capacity as
          a Director,  Officer, employee or agent or in any other capacity while
          serving  as  a  Director,   Officer,   employee  or  agent,  shall  be
          indemnified and held harmless by the Corporation to the fullest extent
          authorized by the Delaware General Corporation Law, as the same exists
          or may hereafter be amended  (but, in the case of any such  amendment,
          only to the extent  that such  amendment  permits the  Corporation  to
          provide  broader  indemnification  rights than such law  permitted the
          Corporation to provide prior to such amendment),  against all expense,
          liability and loss (including attorneys' fees, judgments, fines, ERISA
          excise taxes or penalties and amounts paid in  settlement)  reasonably
          incurred or  suffered  by such  indemnitee  in  connection  therewith;
          provided,  however,  that, except as provided in Section C hereof with
          respect to  proceedings  to  enforce  rights to  indemnification,  the
          Corporation  shall  indemnify any such indemnitee in connection with a
          proceeding (or part thereof) initiated by such indemnitee only if such
          proceeding  (or part thereof) was authorized by the Board of Directors
          of the Corporation.

          B.    The  right  to  indemnification  conferred in  Section A of this
          Article TENTH shall include  the  right  to be paid by the Corporation
          the expenses  incurred in defending any such  proceeding in advance of
          its final disposition (hereinafter   an  "advancement  of  expenses");
          provided,  however,  that,  if the Delaware  General  Corporation  Law
          requires,  an advancement of expenses incurred by an indemnitee in his
          or her  capacity  as a  Director  or  Officer  (and  not in any  other
          capacity  in which  service  was or is  rendered  by such  indemnitee,
          including,  without limitation,  services to an employee benefit plan)
          shall be made only upon delivery to the  Corporation of an undertaking
          (hereinafter an "undertaking"), by or on behalf of such indemnitee, to
          repay all amounts so advanced if it shall  ultimately be determined by
          final judicial decision from which there is no further right to appeal
          (hereinafter  a "final  adjudication")  that  such  indemnitee  is not
          entitled to be  indemnified  for such  expenses  under this Section or
          otherwise. The rights to indemnification and to the advancement of


                                      3

<PAGE> 4


          expenses  conferred in Sections A and B of this Article TENTH shall be
          contract rights and such rights shall continue as to an indemnitee who
          has  ceased to be a  Director,  Officer,  employee  or agent and shall
          inure  to  the  benefit  of  the  indemnitee's  heirs,  executors  and
          administrators.

          C.   If a claim under Section A or B of this Article TENTH is not paid
          in full by the Corporation within sixty days after a written claim has
          been received by the Corporation, except in the case of a claim for an
          advancement of expenses,  in which case the applicable period shall be
          twenty days,  the  indemnitee  may at any time  thereafter  bring suit
          against the  Corporation to recover the unpaid amount of the claim. If
          successful  in whole or in part in any such suit, or in a suit brought
          by the  Corporation to recover an advancement of expenses  pursuant to
          the terms of an  undertaking,  the indemnitee  shall be entitled to be
          paid also the expenses of  prosecuting  or defending such suit. In (i)
          any  suit   brought   by  the   indemnitee   to  enforce  a  right  to
          indemnification hereunder (but not in a suit brought by the indemnitee
          to  enforce  a right  to an  advancement  of  expenses)  it shall be a
          defense that,  and (ii) in any suit by the  Corporation  to recover an
          advancement of expenses  pursuant to the terms of an  undertaking  the
          Corporation  shall be entitled to recover such  expenses  upon a final
          adjudication that, the indemnitee has not met any applicable  standard
          for indemnification set forth in the Delaware General Corporation Law.
          Neither  the  failure  of the  Corporation  (including  its  Board  of
          Directors,  independent  legal counsel,  or its  stockholders) to have
          made a  determination  prior to the  commencement  of such  suit  that
          indemnification  of the  indemnitee  is  proper  in the  circumstances
          because the indemnitee has met the applicable  standard of conduct set
          forth  in  the  Delaware  General   Corporation  Law,  nor  an  actual
          determination  by the  Corporation  (including its Board of Directors,
          independent legal counsel,  or its  stockholders)  that the indemnitee
          has not met  such  applicable  standard  of  conduct,  shall  create a
          presumption that the indemnitee has not met the applicable standard of
          conduct or, in the case of such a suit brought by the indemnitee, be a
          defense to such suit. In any suit brought by the indemnitee to enforce
          a right to indemnification or to an advancement of expenses hereunder,
          or by the  Corporation to recover an advancement of expenses  pursuant
          to the  terms  of an  undertaking,  the  burden  of  proving  that the
          indemnitee is not entitled to be indemnified,  or to such  advancement
          of  expenses,  under this Article  TENTH or otherwise  shall be on the
          Corporation.

          D.    The rights to indemnification and to the advancement of expenses
          conferred  in this  Article  TENTH shall not be exclusive of any other
          right  which  any  person  may have or  hereafter  acquire  under  any
          statute,  the  Corporation's  Certificate  of  Incorporation,  Bylaws,
          agreement,   vote  of  stockholders  or  Disinterested   Directors  or
          otherwise.

          E.    The  Corporation  may  maintain  insurance,  at  its expense, to
          protect  itself  and  any  Director, Officer, employee or agent of the
          Corporation  or  subsidiary   or  Affiliate  or  another  corporation,
          partnership,  joint  venture,  trust  or  other enterprise against any
          expense,  liability or loss, whether or not the Corporation would have
          the power  to indemnify such person against such expense, liability or
          loss under the Delaware General Corporation Law.

          F.    The Corporation may, to the extent  authorized from time to time
          by the Board of Directors,  grant rights to indemnification and to the
          advancement of expenses to any employee or agent of the Corporation to
          the  fullest  extent of the  provisions  of this  Article  TENTH  with
          respect  to  the   indemnification  and  advancement  of  expenses  of
          Directors and Officers of the Corporation.


                                      4

<PAGE> 5




      ELEVENTH:
      --------

          A.    A Director of this Corporation shall not be personally liable to
          the Corporation or its stockholders for monetary damages for breach of
          fiduciary duty as a Director, except for liability: (i) for any breach
          of  the  Director's   duty  of  loyalty  to  the  Corporation  or  its
          stockholders;  (ii) for acts or  omissions  not in good faith or which
          involve  intentional  misconduct or a knowing  violation of law; (iii)
          under Section 174 of the Delaware General Corporation Law; or (iv) for
          any transaction from which the Director  derived an improper  personal
          benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
          authorize   corporate  action  further  eliminating  or  limiting  the
          personal  liability of Directors,  then the liability of a Director of
          the  Corporation  shall be eliminated or limited to the fullest extent
          permitted by the Delaware General Corporation Law, as so amended.

          B.    Any repeal or modification  of the  foregoing  paragraph  by the
          stockholders of the Corporation  shall not adversely  affect any right
          or protection of a Director of the Corporation existing at the time of
          such repeal or modification.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.     EXHIBITS.

      The following exhibits are filed with or incorporated by reference into
this registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

     (a)  List of Exhibits (filed herewith unless otherwise noted)

          4     Grand Central Financial Corp. 2003 Equity Compensation Plan(1)
          5     Opinion of Muldoon Murphy & Faucette LLP
          23.0  Consent of Muldoon Murphy & Faucette LLP (included in Exhibit 5)
          23.1  Consent of Crowe Chizek and Company LLC
          24    Powers of Attorney (contained on the signature pages)
-----------------------
(1)  Incorporated herein by reference from the Appendix B contained in the proxy
statement on Form DEF 14A (SEC No. 000-25045), filed with the SEC on March 28,
2003.

ITEM 9.     UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To  file, during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement:
            (i)   To include any prospectus  required by Section 10(a)(3) of the
                  Securities Act of 1933;
            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration  statement (or the most
                  recent  post-effective amendment thereof)  which, individually
                  or in the aggregate, represent a fundamental change in the



                                      5

<PAGE> 6



                  information   set   forth  in  the   registration   statement.
                  Notwithstanding  the  foregoing,  any  increase or decrease in
                  volume of  securities  offered (if the total  dollar  value of
                  securities offered would not exceed that which was registered)
                  and any  deviation  from the low or high end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  if,  in  the  aggregate,  the  changes  in  volume  and  price
                  represent  no more than a 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement;  and (iii) To include any material information with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement.

      (2)   That, for   the  purpose  of   determining any  l iability under the
            Securities  Act   of 1933, each  post-effective  amendment  shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and  the  offering  of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove  from registration  by means of a post-effective amendment
            any of the securities  being registered  which remain  unsold at the
            end of the Offering.

The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.




                                      6

<PAGE> 7



                                  SIGNATURES

      The Registrant.


      Pursuant to  the  requirements  of  the  Securities Act  of  1933, Central
Federal Corporation  certifies that it has reasonable grounds to believe that it
meets  all  of  the requirements for filing on Form S-8 and has duly caused this
registration  statement  to   be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized, in Wellsville, Ohio on May 15, 2003.

                           CENTRAL FEDERAL CORPORATION


                           By:  /s/ David C. Vernon
                                -----------------------------
                                David C. Vernon
                                Chairman, President and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below
constitutes and appoints David C. Vernon as the true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign any or all amendments
to the Form S-8 registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the U.S. Securities
and Exchange Commission, respectively, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and things
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


    Name                            Title                           Date


/s/ David C. Vernon           Chairman of the Board,               May 15, 2003
-----------------------       President and Chief Executive Officer
David C. Vernon               (principal executive, financial and
                              accounting officer)



/s/ William R. Williams       Director                             May 15, 2003
-----------------------
William R. Williams




/s/ Jeffrey W. Aldrich        Director                             May 15, 2003
----------------------
Jeffrey W. Aldrich




                                      7

<PAGE> 8



/s/ Thomas P. Ash             Director                             May 15, 2003
----------------------
Thomas P. Ash



/s/ Gerry W. Grace            Director                             May 15, 2003
----------------------
Gerry W. Grace






                                      8

<PAGE> 9

<TABLE>
<CAPTION>


                                 EXHIBIT INDEX


                                                                                      Sequentially
                                                                                        Numbered
                                                                                          Page
 Exhibit No.     Description            Method of Filing                                Location
------------     ---------------------  -------------------------------------         ------------

    <S>          <C>                    <C>
     4           Grand Central          Incorporated herein by reference from the
                 Financial Corp. 2003   Appendix A contained in the proxy statement
                 Equity Compensation    on Form DEF 14A (SEC No. 000-25049), filed
                 Plan                   with the SEC on March 28, 2003.
     5           Opinion of Muldoon     Filed herewith.
                 Murphy & Faucette
                 LLP
    23.0         Consent of Muldoon     Contained in Exhibit 5.
                 Murphy & Faucette
                 LLP
    23.1         Consent of Crowe       Filed herewith.
                 Chizek and Company
                 LLC

     24          Power of Attorney      Located on the signature page.

</TABLE>




                                      9
[{"type": "S-8", "sequence": "1", "filename": "grancentrals8.txt", "secsgml_size_bytes": 27137}]
{"company-data": {"conformed-name": "CENTRAL FEDERAL CORP", "cik": "0001070680", "assigned-sic": "6035", "irs-number": "341877137", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105515", "film-number": "03717810"}, "business-address": {"street1": "C/O CENTRAL FEDERAL BANK", "street2": "601 MAIN ST", "city": "WELLSVILLE", "state": "OH", "zip": "43968", "phone": "3305321517"}, "mail-address": {"street1": "C/O CENTRAL FEDERAL BANK", "street2": "601 MAIN ST", "city": "WELLSVILLE", "state": "OH", "zip": "43968"}, "former-company": {"former-conformed-name": "GRAND CENTRAL FINANCIAL CORP", "date-changed": "19980918"}}
1

     As filed with the Securities and Exchange Commission on May 23, 2003
                                                Registration No. 333-__________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                          CENTRAL FEDERAL CORPORATION
                    (Formerly Grand Central Financial Corp.)
             (exact name of registrant as specified in its charter)

           DELAWARE                                             34-1877137
 (State or other juris-                                        (IRS Employer
diction of incorporation                                    Identification No.)
    or organization

                                 601 MAIN STREET
                             WELLSVILLE, OHIO 43968
                                 (330) 532-1517
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                        GRAND CENTRAL FINANCIAL CORP.
                        2003 EQUITY COMPENSATION PLAN
                           (Full Title of the Plan)
                        -----------------------------

                                                  COPIES TO:

DAVID C. VERNON                                   JOHN R. HALL, ESQ.
CHAIRMAN, PRESIDENT AND CHIEF                     SUZANNE A. WALKER, ESQ.
   EXECUTIVE OFFICER                              MULDOON MURPHY & Faucette LLP
Central Federal Corporation                       5101 Wisconsin Avenue, N.W.
601 Main Street                                   Washington, D.C.  20016
Wellsville, Ohio 43968                            (202) 362-0840
(330) 532-1517
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
=================================================================================================
Title of each Class of     Amount         Proposed Maximum      Proposed Maximum      Amount of
   Securities to be         to be        Offering Price Per    Aggregate Offering   Registration
      Registered         Registered(1)         Share(3)               Price              Fee
-------------------------------------------------------------------------------------------------
Common Stock         100,000
     $.01 par Value       Shares(2)          $12.67                 $1,267,000          $103
=====================   ============       =============          ==============     ==========

(1) Together with an indeterminate number of additional shares which may be necessary to adjust the
    number of shares to be issued pursuant to the Grand Central Financial Corp. 2003 Equity Compensation
    Plan (the "Plan") as the result of a stock split, stock dividend or similar adjustment of the
    outstanding common stock of Central Federal Corporation as permitted by Rule 416(a) under the
    Securities Act of 1933, as amended (the "Securities Act").
(2) Represents the shares which may be issued as stock awards or upon the exercise of options to purchase
    shares of Central Federal Corporation common stock granted or to be granted under the Plan.
(3) Estimated solely for the purpose of calculating the amount of the registration fee. Pursuant to Rule
    457(c) under the Securities Act, the price per share is the average of the bid and ask price of the
    Central Federal Corporation common stock, as reported on May 19, 2003.
This Registration Statement shall become effective immediately upon filing in
accordance with Section 8(a) of the Securities Act of 1933, as amended, (the
"Securities Act") and 17 C.F.R. ss.230.462.
2

CENTRAL FEDERAL CORPORATION

PART I     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEMS 1 & 2. The  documents  containing  the  information  for the Grand Central
Financial Corp. 2003 Equity Compensation Plan (the "Plan") required by Part I of
the Registration Statement will be sent or given to the participants in the Plan
as specified by Rule 428(b)(1). Such documents are not filed with the Securities
and  Exchange  Commission  (the  "SEC")  either  as a part of this  Registration
Statement or as a prospectus  or prospectus  supplement  pursuant to Rule 424 in
reliance  on Rule  428.  Such  documents  and the  information  incorporated  by
reference  pursuant  to  Item  3 of  Part  II  of  this  Registration  Statement
constitute the prospectus for the Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following  documents  filed or to be filed with the SEC are  incorporated by
reference in this Registration Statement:

     (a)  The Form 10-KSB filed by Central Federal Corporation (the "Registrant"
or "Corporation")  with  the SEC  on March 31,  2003, for the  fiscal year ended
December 31, 2002 (File No. 000-25045),  which includes the consolidated balance
sheets of Central Federal Corporation (formerly known as Grand Central Financial
Corp.) as of  December  31,  2002 and 2001 of Central  Federal  Corporation, and
the  related  consolidated statements  of income, changes in shareholders equity
and  cash  flows for each of the three years ended December 31, 2002.

     (b)  The Form 10-QSB report filed by the Registrant for the  fiscal quarter
ended March 31, 2003 (File No. 000-25045), filed with the SEC on May 20, 2003.

     (c)  The  description  of  the  Registrant's   common  stock  contained  in
Registrant's Form 8-A12G (File No. 000-25045), as filed with the SEC on November
6, 1998  pursuant to Section 12(g) of the  Securities  Exchange Act of 1934 (the
"Exchange Act").

     (d) All documents filed by the Registrant and the Plan,  where  applicable,
pursuant  to Section  13(a) and (c), 14 or 15(d) of the  Exchange  Act after the
date  hereof  and  prior  to  the  filing  of a post-effective  amendment  which
deregisters all securities then remaining unsold.

     Any statement  contained in this Registration  Statement,  or in a document
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent that a statement  contained  herein, or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities

The Common Stock to be offered pursuant to the Plan has been registered pursuant
to Section 12(g) of the Exchange Act.  Accordingly,  a description of the Common
Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

                                      2
3

The validity of the Common Stock offered hereby has been passed upon for the
Registrant by the firm of Muldoon Murphy & Faucette LLP, Washington, D.C.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exist. This
indemnification applies to the Board of Directors who administer the Plan.

      In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
-----

          A.    Each  person  who was or is made a party or is  threatened to be
          made a  party  to or is  otherwise  involved  in any  action,  suit or
          proceeding,  whether civil, criminal,  administrative or investigative
          (hereinafter a "proceeding"),  by reason of the fact that he or she is
          or  was a  Director  or an  Officer  of the  Corporation  or is or was
          serving at the  request of the  Corporation  as a  Director,  Officer,
          employee or agent of another  corporation or of a  partnership,  joint
          venture, trust or other enterprise,  including service with respect to
          an employee benefit plan  (hereinafter an  "indemnitee"),  whether the
          basis of such proceeding is alleged action in an official  capacity as
          a Director,  Officer, employee or agent or in any other capacity while
          serving  as  a  Director,   Officer,   employee  or  agent,  shall  be
          indemnified and held harmless by the Corporation to the fullest extent
          authorized by the Delaware General Corporation Law, as the same exists
          or may hereafter be amended  (but, in the case of any such  amendment,
          only to the extent  that such  amendment  permits the  Corporation  to
          provide  broader  indemnification  rights than such law  permitted the
          Corporation to provide prior to such amendment),  against all expense,
          liability and loss (including attorneys' fees, judgments, fines, ERISA
          excise taxes or penalties and amounts paid in  settlement)  reasonably
          incurred or  suffered  by such  indemnitee  in  connection  therewith;
          provided,  however,  that, except as provided in Section C hereof with
          respect to  proceedings  to  enforce  rights to  indemnification,  the
          Corporation  shall  indemnify any such indemnitee in connection with a
          proceeding (or part thereof) initiated by such indemnitee only if such
          proceeding  (or part thereof) was authorized by the Board of Directors
          of the Corporation.

          B.    The  right  to  indemnification  conferred in  Section A of this
          Article TENTH shall include  the  right  to be paid by the Corporation
          the expenses  incurred in defending any such  proceeding in advance of
          its final disposition (hereinafter   an  "advancement  of  expenses");
          provided,  however,  that,  if the Delaware  General  Corporation  Law
          requires,  an advancement of expenses incurred by an indemnitee in his
          or her  capacity  as a  Director  or  Officer  (and  not in any  other
          capacity  in which  service  was or is  rendered  by such  indemnitee,
          including,  without limitation,  services to an employee benefit plan)
          shall be made only upon delivery to the  Corporation of an undertaking
          (hereinafter an "undertaking"), by or on behalf of such indemnitee, to
          repay all amounts so advanced if it shall  ultimately be determined by
          final judicial decision from which there is no further right to appeal
          (hereinafter  a "final  adjudication")  that  such  indemnitee  is not
          entitled to be  indemnified  for such  expenses  under this Section or
          otherwise. The rights to indemnification and to the advancement of

                                      3
4

          expenses  conferred in Sections A and B of this Article TENTH shall be
          contract rights and such rights shall continue as to an indemnitee who
          has  ceased to be a  Director,  Officer,  employee  or agent and shall
          inure  to  the  benefit  of  the  indemnitee's  heirs,  executors  and
          administrators.

          C.   If a claim under Section A or B of this Article TENTH is not paid
          in full by the Corporation within sixty days after a written claim has
          been received by the Corporation, except in the case of a claim for an
          advancement of expenses,  in which case the applicable period shall be
          twenty days,  the  indemnitee  may at any time  thereafter  bring suit
          against the  Corporation to recover the unpaid amount of the claim. If
          successful  in whole or in part in any such suit, or in a suit brought
          by the  Corporation to recover an advancement of expenses  pursuant to
          the terms of an  undertaking,  the indemnitee  shall be entitled to be
          paid also the expenses of  prosecuting  or defending such suit. In (i)
          any  suit   brought   by  the   indemnitee   to  enforce  a  right  to
          indemnification hereunder (but not in a suit brought by the indemnitee
          to  enforce  a right  to an  advancement  of  expenses)  it shall be a
          defense that,  and (ii) in any suit by the  Corporation  to recover an
          advancement of expenses  pursuant to the terms of an  undertaking  the
          Corporation  shall be entitled to recover such  expenses  upon a final
          adjudication that, the indemnitee has not met any applicable  standard
          for indemnification set forth in the Delaware General Corporation Law.
          Neither  the  failure  of the  Corporation  (including  its  Board  of
          Directors,  independent  legal counsel,  or its  stockholders) to have
          made a  determination  prior to the  commencement  of such  suit  that
          indemnification  of the  indemnitee  is  proper  in the  circumstances
          because the indemnitee has met the applicable  standard of conduct set
          forth  in  the  Delaware  General   Corporation  Law,  nor  an  actual
          determination  by the  Corporation  (including its Board of Directors,
          independent legal counsel,  or its  stockholders)  that the indemnitee
          has not met  such  applicable  standard  of  conduct,  shall  create a
          presumption that the indemnitee has not met the applicable standard of
          conduct or, in the case of such a suit brought by the indemnitee, be a
          defense to such suit. In any suit brought by the indemnitee to enforce
          a right to indemnification or to an advancement of expenses hereunder,
          or by the  Corporation to recover an advancement of expenses  pursuant
          to the  terms  of an  undertaking,  the  burden  of  proving  that the
          indemnitee is not entitled to be indemnified,  or to such  advancement
          of  expenses,  under this Article  TENTH or otherwise  shall be on the
          Corporation.

          D.    The rights to indemnification and to the advancement of expenses
          conferred  in this  Article  TENTH shall not be exclusive of any other
          right  which  any  person  may have or  hereafter  acquire  under  any
          statute,  the  Corporation's  Certificate  of  Incorporation,  Bylaws,
          agreement,   vote  of  stockholders  or  Disinterested   Directors  or
          otherwise.

          E.    The  Corporation  may  maintain  insurance,  at  its expense, to
          protect  itself  and  any  Director, Officer, employee or agent of the
          Corporation  or  subsidiary   or  Affiliate  or  another  corporation,
          partnership,  joint  venture,  trust  or  other enterprise against any
          expense,  liability or loss, whether or not the Corporation would have
          the power  to indemnify such person against such expense, liability or
          loss under the Delaware General Corporation Law.

          F.    The Corporation may, to the extent  authorized from time to time
          by the Board of Directors,  grant rights to indemnification and to the
          advancement of expenses to any employee or agent of the Corporation to
          the  fullest  extent of the  provisions  of this  Article  TENTH  with
          respect  to  the   indemnification  and  advancement  of  expenses  of
          Directors and Officers of the Corporation.

                                      4
5

      ELEVENTH:
      --------

          A.    A Director of this Corporation shall not be personally liable to
          the Corporation or its stockholders for monetary damages for breach of
          fiduciary duty as a Director, except for liability: (i) for any breach
          of  the  Director's   duty  of  loyalty  to  the  Corporation  or  its
          stockholders;  (ii) for acts or  omissions  not in good faith or which
          involve  intentional  misconduct or a knowing  violation of law; (iii)
          under Section 174 of the Delaware General Corporation Law; or (iv) for
          any transaction from which the Director  derived an improper  personal
          benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
          authorize   corporate  action  further  eliminating  or  limiting  the
          personal  liability of Directors,  then the liability of a Director of
          the  Corporation  shall be eliminated or limited to the fullest extent
          permitted by the Delaware General Corporation Law, as so amended.

          B.    Any repeal or modification  of the  foregoing  paragraph  by the
          stockholders of the Corporation  shall not adversely  affect any right
          or protection of a Director of the Corporation existing at the time of
          such repeal or modification.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.     EXHIBITS.

      The following exhibits are filed with or incorporated by reference into
this registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

     (a)  List of Exhibits (filed herewith unless otherwise noted)

          4     Grand Central Financial Corp. 2003 Equity Compensation Plan(1)
          5     Opinion of Muldoon Murphy & Faucette LLP
          23.0  Consent of Muldoon Murphy & Faucette LLP (included in Exhibit 5)
          23.1  Consent of Crowe Chizek and Company LLC
          24    Powers of Attorney (contained on the signature pages)
-----------------------
(1)  Incorporated herein by reference from the Appendix B contained in the proxy
statement on Form DEF 14A (SEC No. 000-25045), filed with the SEC on March 28,
2003.

ITEM 9.     UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To  file, during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement:
            (i)   To include any prospectus  required by Section 10(a)(3) of the
                  Securities Act of 1933;
            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration  statement (or the most
                  recent  post-effective amendment thereof)  which, individually
                  or in the aggregate, represent a fundamental change in the

                                      5
6

                  information   set   forth  in  the   registration   statement.
                  Notwithstanding  the  foregoing,  any  increase or decrease in
                  volume of  securities  offered (if the total  dollar  value of
                  securities offered would not exceed that which was registered)
                  and any  deviation  from the low or high end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  if,  in  the  aggregate,  the  changes  in  volume  and  price
                  represent  no more than a 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement;  and (iii) To include any material information with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement.

      (2)   That, for   the  purpose  of   determining any  l iability under the
            Securities  Act   of 1933, each  post-effective  amendment  shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and  the  offering  of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove  from registration  by means of a post-effective amendment
            any of the securities  being registered  which remain  unsold at the
            end of the Offering.

The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      6
7

                                  SIGNATURES

      The Registrant.

      Pursuant to  the  requirements  of  the  Securities Act  of  1933, Central
Federal Corporation  certifies that it has reasonable grounds to believe that it
meets  all  of  the requirements for filing on Form S-8 and has duly caused this
registration  statement  to   be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized, in Wellsville, Ohio on May 15, 2003.

                           CENTRAL FEDERAL CORPORATION

                           By:  /s/ David C. Vernon
                                -----------------------------
                                David C. Vernon
                                Chairman, President and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below
constitutes and appoints David C. Vernon as the true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign any or all amendments
to the Form S-8 registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the U.S. Securities
and Exchange Commission, respectively, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and things
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

    Name                            Title                           Date

/s/ David C. Vernon           Chairman of the Board,               May 15, 2003
-----------------------       President and Chief Executive Officer
David C. Vernon               (principal executive, financial and
                              accounting officer)

/s/ William R. Williams       Director                             May 15, 2003
-----------------------
William R. Williams

/s/ Jeffrey W. Aldrich        Director                             May 15, 2003
----------------------
Jeffrey W. Aldrich

                                      7
8

/s/ Thomas P. Ash             Director                             May 15, 2003
----------------------
Thomas P. Ash

/s/ Gerry W. Grace            Director                             May 15, 2003
----------------------
Gerry W. Grace

                                      8
9
EXHIBIT INDEX

                                                                                      Sequentially
                                                                                        Numbered
                                                                                          Page
 Exhibit No.     Description            Method of Filing                                Location
------------     ---------------------  -------------------------------------         ------------
4           Grand Central          Incorporated herein by reference from the
                 Financial Corp. 2003   Appendix A contained in the proxy statement
                 Equity Compensation    on Form DEF 14A (SEC No. 000-25049), filed
                 Plan                   with the SEC on March 28, 2003.
     5           Opinion of Muldoon     Filed herewith.
                 Murphy & Faucette
                 LLP
    23.0         Consent of Muldoon     Contained in Exhibit 5.
                 Murphy & Faucette
                 LLP
    23.1         Consent of Crowe       Filed herewith.
                 Chizek and Company
                 LLC

     24          Power of Attorney      Located on the signature page.
9