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):  November 24, 2008

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):

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))

Section 7 – Regulation FD

Item 7.01.               Regulation FD Disclosure.

On November 24, 2008, First Defiance Financial Corp. issued a news release announcing that it has been approved to participate in the U.S. Treasury Department’s Capital Purchase Program.  A copy of the news release is attached as Exhibit 99 hereto and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01                Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit Number	Description	Location
99	News Release dated November 24, 2008	Included herewith

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/ William J. Small
	William J. Small
	Chief Executive Officer

Date:  November 24, 2008

EX-99

EXHIBIT 99

	Contact:	NEWS RELEASE William J. Small
		Chairman, President and CEO
		(419) 782-5015
		bsmall@first-fed.com

First Defiance Financial Corp. Receives Preliminary

Approval to Participate in U. S. Treasury Department’s Capital Purchase Program

· Results in $37 million capital investment

· Provides additional capital for strategic initiatives and lending opportunities

· Further strengthens already strong capital position

DEFIANCE, OHIO (November 24, 2008) – First Defiance Financial Corp. (NASDAQ: FDEF) announced that the Treasury Department has preliminarily approved First Defiance’s application to participate in the Capital Purchase Program, subject to standard terms and closing conditions.  Based on the preliminary approval, the Treasury Department intends to purchase $37.0 million of newly issued First Defiance non-voting preferred stock. Closing of the transaction is expected within 30 days.

“First Defiance chose to participate in the Treasury Department’s program because it provides additional capital beyond our current well-capitalized position,” said William J. Small, Chairman, President and CEO of First Defiance.  “Our capital reserves at September 30, 2008 were already nearly 20% more than the regulatory standard to be considered well-capitalized. The Capital Purchase program further strengthens our position and allows us to support the bank’s strategic initiatives in a time of economic uncertainty. We have prudent lending practices in place, and this additional capital will assist us with lending and growth opportunities that will benefit our communities as well as our shareholders.”

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 36 full service branches and 45 ATM locations in northwest Ohio, southeastern Michigan and Ft. Wayne, Indiana. First Insurance & Investments specializes in property and casualty and group life and health insurance, with offices in Defiance and Bowling Green, Ohio.

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

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