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 18, 2004
                                                 -------------------------------

                               DCB Financial Corp.
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             (Exact Name of Registrant as Specified in its Charter)

                                                                          
         Ohio                                        0-22387                    31-1469837
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(State or Other Jurisdiction        (Commission File Number)           (IRS Employer
of Incorporation)                                                      Identification No.)

110 Riverbend Avenue, Lewis Center, Ohio                                           43035
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(Address of Principal Executive Offices)                                        (Zip Code)



Registrant's Telephone Number, including Area Code   (740) 657-7000
                                                   -----------------------------

                                       N/A
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          (Former Name or Former Address, if Changed Since Last Report)




ITEM 5.  OTHER EVENTS

Registrant's common shares, no par value, are registered under Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act"). This report updates
the description of Registrant's common shares.

The Registrant is an Ohio corporation. Its Amended and Restated Articles of
Incorporation authorize the issuance of 7,500,000 common shares. There are no
conversion terms, sinking fund provisions, redemption rights or preemptive
rights associated with Registrant's common shares. Upon receipt of consideration
by the Registrant as fixed by Registrant's Board of Directors, each common share
issued is then fully paid and nonassessable. In the event of any liquidation of
the Registrant, holders of the common shares will be entitled to share ratably
in all assets available for distribution after payment of Registrant's
liabilities, subject, however, to the rights of the holders of any preferred
shares then outstanding. The common shares are subject to all of the terms and
provisions of the preferred shares as established by the Board in accordance
with Registrant's Amended and Restated Articles of Incorporation, as discussed
more fully below. Following is a summary of other general rights of Registrant's
common shares.

- -    DIVIDEND RIGHTS. The holders of Registrant's common shares are entitled to
     the payment of dividends when, as and if declared by the Board of Directors
     and paid out of funds, if any, available under applicable laws and
     regulations for the payment of dividends.

- -    VOTING RIGHTS AND ELECTION OF DIRECTORS. Subject to any future  issuance
     of preferred shares and the terms thereof, as discussed more fully below,
     holders of Registrant's common shares possess exclusive voting rights with
     respect to the capital stock of the Registrant. Each holder is entitled to
     one vote for each common share held of record on all matters submitted to a
     vote of holders of common shares. A majority of the outstanding capital
     stock, represented in person or by proxy, constitutes a quorum at any
     meeting of the shareholders sufficient to conduct business. Holders of
     common shares do not have cumulative voting rights in the election of
     Directors. Registrant's Directors are elected by a plurality of the votes
     cast by the holders of common shares entitled to vote in the election.
     Registrant's Amended and Restated Code of Regulations classify the
     Registrant's Board of Directors into three classes as nearly equal in
     number as possible, with approximately one-third of the Directors elected
     at each annual meeting. Consequently, two annual meetings are necessary to
     change a majority of the Directors of Registrant. A majority of the votes
     cast will decide other matters submitted to a vote of the shareholders,
     unless otherwise provided by law, the Amended and Restated Articles of
     Incorporation or the Amended and Restated Code of Regulations.

- -    RESTRICTIONS ON ALIENATION. No restrictions on alienation of Registrant's
     common shares are imposed by Registrant's Amended and Restated Articles of
     Incorporation or Amended and Restated Code of Regulations. However, in some
     instances, the Registrant may impose restrictions on the sale or other
     transfer of its common shares to the extent necessary to assure compliance
     with federal and state securities laws and regulations.



- -    PREFERRED SHARES.  The Registrant's  Amended and Restated  Articles of
     Incorporation authorize a class of 2,000,000 preferred shares. The Board of
     Directors is authorized, without further shareholder approval, to issue
     preferred shares on the terms that the Board determines appropriate, in its
     discretion. The Board is able to determine the voting rights, dividend or
     distribution rate, dates for payment of dividends or distributions, whether
     dividends are cumulative, liquidation prices, redemption rights and prices,
     any sinking fund requirements, any conversion rights and any restrictions
     on the issuance of any series of preferred shares. The preferred shares may
     be issued with voting or conversion rights which could adversely affect the
     voting power of the holders of common shares. The availability of
     authorized but unissued preferred shares potentially discourages third
     parties from attempting to gain control of the Registrant, since the Board
     of Directors could authorize the issuance of preferred shares in a private
     placement or otherwise to one or more persons. The issuance of these shares
     could also dilute the voting power of a person attempting to acquire
     control of the Registrant, increase the cost of acquiring control or
     otherwise hinder the efforts of the other person to acquire control. Such
     shares also could be used to adopt a shareholder rights plan to attempt to
     avoid an undesirable takeover of the Registrant.

- -    REMOVAL OF DIRECTORS. Directors may be involuntarily removed from office
     before their term expires only for cause, and only if holders of at least
     75% of the Registrant's common shares vote in favor of removal at a meeting
     of shareholders.

- -    SPECIAL SHAREHOLDERS MEETINGS. A special shareholder meeting may only be
     called by the Chairman of the Board of Directors, the President of the
     Registrant, the Board of Directors or holders of at least 50% of the
     outstanding common shares.

- -    RESTRICTIONS ON BUSINESS AT SHAREHOLDER MEETINGS. Generally, business at
     the Registrant's shareholders meetings is restricted to the purpose of the
     meeting described in the notice (if it is a special shareholders' meeting),
     business that the Board of Directors wishes to be taken up at the meeting
     (regardless of whether it is a special or regular meeting) or which is
     brought before the meeting pursuant to a timely written notice to the
     President by one or more shareholders. A notice is deemed timely if it is
     received at the Registrant's executive offices at least 60 days prior to
     the meeting date. The required contents of the notice by the shareholder
     are contained in the Amended and Restated Code of Regulations and must be
     strictly complied with in order for a shareholder proposal to be
     considered.

- -    AMENDMENTS TO ARTICLES AND CODE. Each of the Amended and Restated  Articles
     of Incorporation and the Amended and Restated Code of Regulations require a
     majority vote of the outstanding shares to make most amendments thereto.
     However, the Amended and Restated Articles of Incorporation and Amended and
     Restated Code of Regulations increase the percentage of voting shares
     outstanding required to change some of the provisions of the Amended and
     Restated Articles of Incorporation or Amended and Restated Code of
     Regulations, absent prior approval by at least two-thirds of the
     Registrant's Directors. Affected provisions under the Articles of
     Incorporation include the Fair Price and Super Vote Requirement provisions
     and the opt-out by the Company from the application the Ohio Control Share
     Acquisition Statute, which are found under



     Articles SIXTH and SEVENTH, respectively. Affected provisions under the
     Code of Regulations include Sections 1, 2, 3 and 5 of Article III, which
     govern the number, election, nomination, and removal of members of the
     Board of Directors, and Article X, which governs amendments to the Code.

- -    FAIR PRICE AND SUPER VOTE PROVISIONS. Registrant's  Amended and  Restated
     Articles of Incorporation contains "supermajority" and "fair price"
     provisions. These provisions require the affirmative vote of 80% of the
     Registrant's outstanding voting power to approve certain business
     transactions (such as mergers or disposition of substantially all of its
     assets) involving an "interested shareholder", defined as another person or
     entity owning ten percent or more of the outstanding capital stock of the
     Registrant, unless first approved by two-thirds of the Registrant's
     Directors not affiliated with the interested shareholder. The Articles of
     Incorporation also require the approval of 66-2/3% of the outstanding
     shares, exclusive of shares held by the interested shareholder, or the
     payment of a "fair price," as defined in the Articles of Incorporation, for
     any shares acquired by an interested shareholder unless approved by
     two-thirds of the Directors who are not affiliated with the interested
     shareholder. The intent of these provisions is to attempt to force any
     proposed acquirer of the Registrant to negotiate with the Board of
     Directors.

- -    MERGER MORATORIUM STATUTE. The Registrant is also subject to a set of
     provisions under Ohio law, which is referred to as the "Merger Moratorium
     Statute." The Merger Moratorium Statute regulates certain business
     combinations between a "public company" and an "interested shareholder"
     such as mergers or disposition of substantially all of the Registrant's
     assets. Subject to certain exceptions, these transactions are prohibited
     for a three-year period. Prior to the end of the three-year period, a
     prohibited transaction may take place provided certain conditions are
     satisfied.

Each of the provisions described in the previous seven paragraphs and the
classification of the Board of Directors could have the effect of delaying,
deferring or preventing a change in control of the Registrant.



                                   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 hereunto authorized.

         Dated:   June 18, 2004            DCB Financial Corp

                                           By: /s/ Jeffrey T. Benton
                                              -----------------------
                                           Jeffrey T. Benton
                                           President and Chief Executive Officer