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                           CENTRAL FEDERAL CORPORATION
                                  Exhibit 31.2
                          Rule 13a-14(a) Certifications

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I, Therese Ann Liutkus, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Central Federal
    Corporation;

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 small
    business issuer as of, and for, the periods presented in this report;

4.  The small business issuer's other certifying officer(s) 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 small business issuer 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 small business
        issuer, 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 small business issuer'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 small business issuer's
        internal control over financial reporting that occurred during the small
        business issuer's most recent fiscal quarter that has materially
        affected, or is reasonably likely to materially affect, the small
        business issuer's internal control over financial reporting; and

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


Dated: May 13, 2005                   By: /s/ Therese Ann Liutkus
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                                          Therese Ann Liutkus, CPA
                                          Treasurer and Chief Financial Officer



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