Sec Form 4 Filing - MACDONELL R PARKER @ CENTRAL FEDERAL CORP - 2010-03-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person MACDONELL R PARKER 2. Issuer Name and Ticker or Trading Symbol CENTRAL FEDERAL CORP [ CFBK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Regional President (Last) (First) (Middle) 2923 SMITH RD 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2010 (Street) FAIRLAWN, OH44333 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price common stock 03/31/2010 03/31/2010 J( 1 ) 916 D $ 0 56,755 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares stock options - right to buy $ 0 03/31/2010 03/31/2010 J( 2 ) 916 02/28/2011 03/20/2018 common 916 $ 0 37,584 D stock options - right to buy $ 0 03/31/2010 03/31/2010 J( 2 ) 5,000 ( 3 ) 10/16/2018 common 5,000 $ 0 32,584 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MACDONELL R PARKER 2923 SMITH RD FAIRLAWN, OH44333 Former Regional President Signatures Therese Ann Liutkus for R. Parker MacDonell 04/02/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares represent the unvested restricted stock awards that were forfeited upon resignation. ( 2 )These shares represent the unvested stock options that were forfeited upon resignation. ( 3 )These shares were scheduled to vest and be exercisable as follows, 2,500 shares on 9/30/2010 and 2,500 shares on 9/30/2011.

Remarks: R. Parker MacDonell was formerly Regional President through October 1, 2009 at which time he became Project Leader until his resignation at 3/31/2010.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.