8-K

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): June 6, 2008

TOWER FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Indiana	000-25287	35-2051170
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

116 East Berry Street, Fort Wayne, Indiana 46802

(Address of principal executive offices)

Registrant’s telephone number, including area code:  (260) 427-7000

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 9.01. Exhibits

99.1 On June 6, 2008, the Company issued a press release announcing the election to forego the declaration of a dividend on its common stock.  The press release is attached as Exhibit 99.1.

SIGNATURES

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

Dated:  June 6, 2008

TOWER FINANCIAL CORPORATION
By:	/s/ Donald F. Schenkel
	Donald F. Schenkel, Chairman of the Board,
	President, and Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR FURTHER INFORMATION:

AT TOWER FINANCIAL CORPORATION:

FOR INVESTORS:	FOR MEDIA:
Richard R. Sawyer	Michelle M. Gray
CFO	VP, Marketing
260-427-7150	260-427-7100
rick.sawyer@towerbank.net	michelle.gray@towerbank.net

TOWER FINANCIAL CORPORATION FOREGOES DIVIDEND

FORT WAYNE, INDIANA – June 6, 2008 – Tower Financial Corporation (NASDAQ: TOFC) announced today that it has elected to forego the declaration of a dividend on its common stock. The decision was based on the desire to retain capital and hedge against challenging economic and banking industry conditions as well as to maintain Tower Bank’s current “well capitalized” status within the Federal Reserve System.

“This decision is consistent with our longer term strategy for prudent growth and ongoing financial stability. The capital retained from this move, along with the efficiencies gained during our recent organizational realignments, will allow us to remain responsive amid the turmoil presently affecting the financial services industry,” said Don Schenkel, chairman, president and CEO.

Tower Financial Corporation is a holding company for two affiliates: Tower Bank & Trust Company and Tower Trust Company, a wealth services firm doing business as Tower Private Advisors. Tower Financial Corporation is located in Northeast Indiana and its common stock is listed on the Nasdaq Global Market under the symbol “TOFC.” As of December 31, 2007, the holding company reported assets in excess of $706.5 million with an additional $609 million in assets under management in the wealth services group, Tower Private Advisors.

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