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 20, 2007

FIRST DEFIANCE FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

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

Item 3.02. Unregistered Sales of Equity Securities.

On February 20, 2006, First Defiance Financial Corp. ("FDEF") entered into an agreement of merger in which it will acquire an insurance agency through merger of that agency into FDEF's subsidiary, First Insurance and Investments, Inc. Under that agreement of merger, FDEF will issue to the owners of the acquired insurance agency a number of shares of common stock, $.01 par value per share, of FDEF to be determined as of the date of closing. The fair market value of the shares to be issued will equal $2,242,844, adjusted by the extent to which the acquired agency's tangible net worth exceeds or is less than $364,900 on the date of the closing. The number of FDEF shares to be issued will be determined by dividing the resulting fair market value by the average closing price of an FDEF common share on The NASDAQ Global Select Market for the five consecutive trading days ending one trading day prior to the closing date.

The stock is being issued under Section 4(6) of the Securities Act of 1933 and Rule 506 thereunder as all of the shareholders of the agency being acquired are accredited investors.

A copy of a press release announcing such transaction is attached hereto as Exhibit 99 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

99 Press Release dated February 20, 2007

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.
By:	/s/ John C. Wahl

Date: February 21, 2007

EX-99

EXHIBIT 99

First Defiance Financial Corp. To Acquire Bowling Green

Insurance Agency

To be merged into First Insurance & Investments Subsidiary

DEFIANCE, OHIO (February 20, 2007) - First Defiance Financial Corp. (NASDAQ: FDEF) announced today that it has signed an agreement to acquire Huber, Harger, Welt & Smith Insurance Agency, Inc., an independent property and casualty insurance agency with one office location based in Bowling Green, Ohio. The acquisition is expected to be effective February 28, 2007. The agency will be merged into First Defiance’s insurance subsidiary, First Insurance & Investments.

First Defiance Chairman, President and CEO William J. Small said the acquisition adds to the company’s community financial services platform in northwest Ohio, which includes 26 First Federal Bank locations as well as the First Insurance & Investments office in Defiance. This acquisition expands First Insurance & Investments’ presence into adjacent markets and supports the company’s overall growth strategy.

“Huber, Harger, Welt & Smith has been an integral part of the Bowling Green community for more than 100 years,” stated Small. “It has a solid base of customers that will be a good complement to our existing franchise. In addition, we believe that First Insurance’s reputation of customer service combined with the additional resources we can offer will benefit individual and business customers in Bowling Green. We look forward to working with the staff and customers of Huber, Harger, Welt & Smith for a seamless transition.”

“First Insurance & Investments is an ideal partner for us,” said Jeffrey Smith of Huber, Harger, Welt & Smith. “We are excited about the opportunities for our combined company to expand product offerings to our existing customers, and extend our reach to other communities in northwest Ohio.”

“We expect to quickly integrate the agency into First Insurance & Investments with no disruption to clients,” said Steve Grosenbacher, President of First Insurance & Investments, who will lead the combined agency. “Our computer systems are identical and our carriers are comparable, so customers’ coverage, statements and invoices will be unaffected. And most importantly, the agents and staff will remain in place in the same office.”

First Insurance & Investments was counseled by Mystic Capital Advisors Group, LLC, a leading advisor to insurance firms.

About First Defiance Financial Corp.

First Defiance Financial Corp., headquartered in Defiance, Ohio, is the holding company for First Federal Bank of the Midwest and First Insurance & Investments. First Federal operates 26 full service branches and 36 ATM locations in northwest Ohio. First Insurance & Investments is the largest property and casualty insurance agency in the Defiance, Ohio area and it also specializes in life and group health insurance and financial planning.

For more information, visit the company’s Web site at www.fdef.com.

###