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): February 21, 2005

FIRST DEFIANCE FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

OHIO
(State or other jurisdiction of
incorporation) 0-26850
(Commission File No.) 34-1803915
(IRS Employer I.D. No.)

601 Clinton Street, Defiance, Ohio 43512
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (419) 782-5015

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))

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Section 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

           (d)  On February 21, 2005, the Board of Directors of First Defiance Financial Corp. (“First Defiance”) increased the size of the Board from nine to eleven members. The Board then elected Dwaine I. Metzger and John L. Bookmyer to fill the newly created vacancies. A copy of the press release issued by First Defiance to announce the election of the new directors is attached hereto as Exhibit 99.

           Mr. Metzger was elected to serve until the 2006 annual meeting of shareholders. Pursuant to the Agreement and Plan of Merger dated August 4, 2004, by and among First Defiance, First Federal Bank of the Midwest, ComBanc, Inc. and The Commercial Bank, First Defiance agreed to select one director of The Commercial Bank to serve on the Board of Directors of First Defiance after the merger was completed. The merger was completed on January 21, 2005 and, at its February 21, 2005 meeting, the First Defiance Board chose Mr. Metzger to serve on First Defiance’s Board. Mr. Metzger has not been appointed to any committee of the Board.

           Mr. Bookmyer was elected to serve until the 2007 annual meeting of shareholders. Mr. Bookmyer has been appointed to the Audit Committee.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

           (c)        Exhibits.

Exhibit Number	Description
99	Press Release of First Defiance dated February 22, 2005.	Included herewith.

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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 thereunto duly authorized.

FIRST DEFIANCE FINANCIAL CORP.

FIRST DEFIANCE FINANCIAL CORP.


By: /s/ John C. Wahl
       ————————————————————
       John C. Wahl
       Executive Vice President/Chief Financial Officer

Date: February 23, 2005

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EX-99

EXHIBIT 99

CONTACT:

William J. Small
Chairman, President and CEO
First Defiance Financial Corp.
601 Clinton Street
Defiance, OH 43512
(419) 782-5015
e-mail: fdef@first-fed.com

FIRST DEFIANCE FINANCIAL CORP. NAMES TWO NEW DIRECTORS

Defiance, OH (February 22, 2005) – First Defiance Financial Corp. (NASDAQ: FDEF) announced today that Dwaine I. Metzger and John L. Bookmyer have been elected to the First Defiance Financial Corp. Board of Directors. They will also join the Board of Directors of First Federal Bank of the Midwest, a subsidiary of First Defiance Financial Corp.

“We are glad to welcome Dwaine and John to their new board positions,” said William J. Small, First Defiance Financial Corp. Chairman, President and Chief Executive Officer. “They are well known and accomplished community leaders and both have strong business backgrounds that will enhance the overall quality of our board.”

Metzger served on the Board of Directors of ComBanc and its subsidiary, The Commercial Bank, since 1977 and as Chairman of the Board of The Commercial Bank from 2000 through 2004. First Defiance acquired ComBanc, headquartered in Delphos, Ohio, on January 21, 2005. Metzger served as a Director of the former Farmers Bank of Elida, Ohio from 1973 until it was acquired by The Commercial Bank in 1977.

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Metzger currently operates a family farm in the Elida area. He is active in a many community and civic organizations including Elida Young Farmers Association, Ohio Young Farmers Association, Allen County Fair Board, Lima Elk Lodge and St. Paul’s United Methodist Church in Elida.

Bookmyer currently serves as Executive Vice President of the Blanchard Valley Health Association and President of its subsidiary, Blanchard Valley Regional Health Center, a comprehensive health system headquartered in Findlay, Ohio. He began his career at Ernst & Young, where he worked from 1987 to 1995, focusing on providing audit serves to health care and financial service clients. He joined Blanchard Valley Health in 1995 as Chief Information Officer and served as Vice President of Business Development and Senior Vice President of Administration before assuming his current position. Bookmyer is also a Certified Public Accountant (CPA).

Bookmyer is active in his community, where he is a member of the Blanchard Valley Continuing Care Services Board of Trustees, Lima Memorial Health System Board of Trustees, Findlay Area YMCA Board of Trustees, American College of Health Care Executives, Findlay Rotary Club and St. Mark’s United Methodist Church in Findlay.

About First Defiance Financial Corp.

First Defiance Financial Corp., headquartered in Defiance, OH, is the holding company for First Federal Bank of the Midwest and First Insurance & Investments. First Federal operates 23 full service branches and 29 ATM locations in northwest Ohio. First Insurance & Investments is the largest property and casualty insurance company in the Defiance, OH area, specializing in life and group health insurance and financial planning and investments. For more information, visit the company’s Web site at www.fdef.com.

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