Form 8-K Filing

United States
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 4, 2009

Camco Financial Corporation
(Exact name of registrant as specified in its charter)


DELAWARE		  
0-25196		  
51-0110823
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer Identification No.)


 
6901 Glenn Highway, Cambridge, Ohio		  
43725		  
  (Address of principal executive offices)   (Zip Code)  

Registrant's telephone number, including area code:   (740) 435-2020



Not Applicable
(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
  [   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  [   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  [   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On March 4, 2009, Camco Financial Corporation ("Camco") entered into a Memorandum of Understanding (the "MOU") with the Federal Reserve Bank of Cleveland (the "Federal Reserve"). The MOU prohibits Camco from engaging in certain activities while the MOU is in effect, including, without the prior written approval of the Federal Reserve, (1) the declaration or payment of dividends to stockholders or (2) the repurchase of Camco's stock.

Item 2.02. Results of Operations and Financial Condition.

On March 9, Camco Financial Corporation issued a press release regarding its revised earnings for the 4th quarter and year ended 2008. The press release is attached as Exhibit 99 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of business acquired.
Not applicable.

(b) Pro forma financial information.
Not applicable.

(c) Shell company transactions.
Not applicable.

(d) Exhibits.

Exhibit Number Description

99 Press release dated March 9, 2009

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Camco Financial Corporation
(Registrant)
March 9, 2009
(Date) 		  /s/   JAMES E. BROOKS
James E. Brooks
Chief Financial Officer