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): June ~~January 5~~20, ~~2004~~2005

EXCHANGE BANCSHARES, INC.

(Exact name of Registrant as specified in its Charter)

Ohio

033-54566

34-1721453

(State or other jurisdiction of

incorporation)

(Commission File No.)

(IRS Employer

Identification Number)

237 Main Street, Luckey, Ohio				43443
(Address of principal executive offices)				(Zip Code)

Registrant's telephone number, including area code: (419) 833-3401

N/A

(Former name or former address, if changed since last report)

~~Item~~Check 5.the ~~Other~~appropriate ~~Events~~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):

On[ ] Written ~~January~~communications 5,pursuant ~~2004,~~to ~~Exchange~~Rule ~~Bancshares,~~425 ~~Inc~~under ~~issued~~ the ~~attached~~Securities ~~press~~Act ~~release~~(17 ~~announcing~~CFR ~~Victor J~~230. Proffitt’s appointment as President and CEO of The Exchange Bank and Exchange Bancshares, Inc. effective January 1, 2004 and F. Alan Blackburn’s appointment as Executive Vice President in charge of lending and the banking centers of The Exchange Bank also effective January 1, 2004. 425)

~~Item~~[ ] Soliciting 7.material ~~Financial~~pursuant ~~Statements~~to ~~and~~Rule ~~Exhibits~~14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~(a)~~[ ] Pre-commencement ~~Financial~~communications ~~statements~~pursuant ofto ~~business~~Rule ~~acquired. Not required.~~ 14d-2(b) ~~Proforma~~under ~~financial~~the ~~information.~~Exchange ~~Not~~Act ~~required.~~(17 CFR 240.14d-2(cb) ~~Exhibits~~)

Exhibit No.		Description
99		Press Release dated January 5, 2004

[ ] 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 June 20, 2005, Exchange Bancshares, Inc. (the “Company”) issued a press release announcing that the Board of Directors has reached an agreement with Marion Layman to become the President and CEO of the Company and its wholly-owned subsidiary, The Exchange Bank (the “Bank”). Mr. Layman will be an at-will employee of the Company and will continue to be compensated at the same per diem rate as he has been receiving. A copy of the press release is attached to this report as Exhibit 99.1.

ITEM 5.02. DEPARTURE OF PRINCIPAL OFFICER; APPOINTMENT OF PRINCIPAL OFFICER

On June 20, 2005, the Company issued a press release announcing that effective June 17, 2005 the Company's President and Chief Executive Officer, Victor J. Proffitt, resigned from his positions as President and CEO of the Company and from the Board of Directors. Mr. Proffitt also resigned the same positions with the Bank.

In the same press release, the Company announced the hiring of Marion Layman as the President and CEO of the Company and Bank, effective June 17, 2005. Mr. Layman will retain his position as a member of the Board of Directors. Mr. Layman is 79 years of age. Mr. Layman has served as Chairman of the Board of Directors of the Company since 1993 and previously served as the President and Chief Executive Officer of the Company from 1993 to 2002. In addition, Mr. Layman has been a member of the Board of Directors of The Exchange Bank since 1962 and served as the President and Chief Executive Officer of The Exchange Bank from 1962 to 1994. A copy of the press release is attached to this report as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.		Description
99.1		Press Release dated June 20, 2005

SIGNATURES

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

EXCHANGE BANCSHARES, INC.

Date: ~~January~~June 520, ~~2004~~ 2005

By: /s/ ~~Thomas~~Marion E.Layman ~~Funk~~Marion ~~Thomas~~Layman E.President ~~Funk~~and ~~Chief Financial Officer~~CEO

Exhibit 99.1

~~NEWS~~Exchange ~~RELEASE~~Bancshares, Inc. (OTC BB: EBLO) - On June 17, 2005, the Company's President and Chief Executive Officer, Victor J. Proffitt, resigned from his positions as President and CEO with the Company and from the Board of Directors. Mr. Proffitt also resigned the same positions with the Company’s wholly-owned subsidiary, The Exchange Bank.

~~January~~The 5Board of Directors is pleased to announce that Marion Layman has agreed to become the new President and Chief Executive Officer of the Company and The Exchange Bank. Mr. Layman has served as Chairman of the Board of Directors of the Company since 1993 and previously served as the President and Chief Executive Officer of the Company from 1993 to 2002. In addition, ~~2004~~Mr. Layman has been a member of the Board of Directors of The Exchange Bank since 1962 and served as the President and Chief Executive Officer of The Exchange Bank from 1962 to 1994.

~~EXCHANGE~~Joseph ~~BANCSHARES~~R. Hirzel, ~~INC~~a Director of the Company, said, “The Board is delighted to once again have Mr. Layman serve as President and Chief Executive Officer.” He added, “Mr. Layman’s experience with the Company speaks for itself and the Board is very confident that he will diligently and very capably lead the Company through the process of the proposed merger with Rurban Financial Corp.”

PExchange Bancshares, Inc.O is a publicly-held bank holding company based in Luckey, Ohio. Exchange's ~~Box~~common ~~177~~stock is quoted on the OTC Bulletin Board under the symbol EBLO. Exchange currently has 750,000 shares of common stock authorized and 586,644 shares outstanding. Exchange's wholly-owned subsidiary, The Exchange Bank, offers a full range of financial services through its 5 offices in Lucas and Wood Counties. Exchange’s website is www.theexchangebank.com.

~~Luckey~~Certain statements within this document, ~~Ohio~~which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. ~~43443~~Forward-looking statements involve risks and uncertainties and actual results may differ materially from those predicted by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties inherent in the national and regional banking, insurance and mortgage industries, competitive factors specific to markets in which Exchange and its subsidiaries operate, future interest rate levels, legislative and regulatory actions, capital market conditions, general economic conditions, geopolitical events, the loss of key personnel and other factors.

Contact: Victor J. Proffitt, President / CEO

Telephone: 419-833-3401

Management Changes at Exchange Bancshares, Inc. and The Exchange Bank

Luckey, Ohio

The Board of Directors of Exchange Bancshares, Inc. announced that Victor J. Proffitt has been named President and Chief Executive Officer of Exchange Bancshares, Inc. effective January 1, 2004. As previously announced on October 28, 2003, Mr. Proffitt has also assumed the duties of President and Chief Executive Officer of The Exchange Bank.

Vic Proffitt is pleased to announce that F. Alan Blackburn has been named Executive Vice President in charge of lending and the banking centers of The Exchange Bank. Al is a former Executive Vice President of Fifth Third Bank, Northwest Ohio, NA and a resident of Perrysburg, Ohio.

Exchange Bancshares, Inc. is a one bank holding company which owns and operates The Exchange Bank as its only affiliate. The Exchange Bank operates five full service banking centers around the northwest Ohio market area, located in Luckey, Holland, Perrysburg, Sylvania and Walbridge, and has been serving the community since 1906. Exchange Bancshares, Inc. common stock is listed on the NASDAQ bulletin board under the symbol EBLO.OB and its web site is at www.theexchangebank.com.

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