<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark one)

[X]               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                              SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                                       OR

[ ]               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                              SECURITIES EXCHANGE ACT OF 1934

       FOR THE TRANSITION PERIOD FROM _______________ TO ________________

                         COMMISSION FILE NUMBER 0-22387

                               DCB FINANCIAL CORP
                -------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 OHIO                                           31-1469837
               --------                                         ----------
   (State or other jurisdiction of                            (IRS Employer
    incorporation or organization)                          Identification No.)

 110 Riverbend Ave., Lewis Center, Ohio                           43035
----------------------------------------                          -----
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code (740) 657-7000

Securities registered pursuant to Section 12(b) of the Act:       None

Securities registered pursuant to Section 12(g) of the Act:       Common Shares,
                                                                  No par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]

At February 22, 2004, the aggregate market value of the voting stock held by
nonaffiliates of the registrant, based on a share price of $21 per share (such
price being the average of the bid and asked prices on such date) was
$76,496,931.

At February 22, 2004, the registrant had 3,934,760 common shares outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II of Form 10-K - Portions of the Annual Report to Shareholders for
the year ended December 31, 2003.

Part III of Form 10-K - Portions of the definitive Proxy Statement for the 2004
Annual Meeting of Shareholders of DCB Financial Corp.

                                       1
<PAGE>

                                     PART I

ITEM 1 DESCRIPTION OF BUSINESS

     (a) GENERAL DEVELOPMENT OF BUSINESS

         DCB Financial Corp ("DCB" or the "Corporation") is a financial services
         holding company headquartered in Lewis Center, Ohio. The Corporation
         has one wholly-owned subsidiary bank, the Delaware County Bank and
         Trust Company (the "Bank").

         The Corporation was incorporated under the laws of the State of Ohio in
         1997, at the direction of management of the Bank for the purpose of
         becoming a bank holding company by acquiring all outstanding shares of
         the Bank. The Corporation acquired all such shares of the Bank after an
         interim bank merger, which transaction was consummated on March 14,
         1997. The Bank is a commercial bank, chartered under the laws of the
         State of Ohio, and was organized in 1950.

     (b) NARRATIVE DESCRIPTION OF BUSINESS

         The Bank provides customary retail and commercial banking services to
         its customers, including checking and savings accounts, time deposits,
         IRAs, safe deposit facilities, personal loans, commercial loans, real
         estate mortgage loans, installment loans, and trust services. The Bank
         also provides cash management, bond registrar and paying agent
         services. Through its own computer department, the Bank provides data
         processing services to other financial institutions; however, such
         services are not a significant part of operations or revenue.

         The Corporation, through the Bank, grants residential real estate,
         commercial real estate, consumer and commercial loans to customers
         located primarily in Delaware, Franklin, Licking, Morrow, Marion and
         Union Counties, Ohio. General economic conditions in the Corporation's
         market area have been sound, including unemployment statistics, which
         have generally remained stable. Real estate values, especially in the
         Bank's core geographic area, have been stable to rising for the last
         five years.

         The Bank is not significantly affected by seasonal activity or large
         deposits of any individual depositor. At year-end 2003, deposits of
         public funds (funds of governmental agencies and municipalities) were
         12.6% of total deposits. This amount can fluctuate, but generally not
         by a material amount. No material industry or group concentrations
         exist in the loan portfolio.

         Certain risks are involved in granting loans, primarily related to the
         borrowers' ability and willingness to repay the debt. Before the Bank
         extends a new loan to a customer, these risks are assessed through a
         review of the borrower's repayment capacity, past and current credit
         history, the collateral being used to secure the transaction in case
         the customer does not repay the debt, the borrower's character and
         other factors. Once the decision has been made to extend credit, the
         Bank's independent loan review function and credit officer monitors
         these factors throughout the life of the loan. All credit relationships
         of $575,000 or more are reviewed annually, as are 30% of credit
         relationships from $250,000 to $575,000, 20% of credit relationships
         from $100,000 to $250,000 (excluding residential mortgages), and 10% of
         residential mortgages from $100,000 to $250,000. In addition, any loan
         identified as a problem credit by management or during the loan review
         is assigned to the Bank's loan "watch list," and is subject to ongoing
         monitoring by the loan review and the Bank's credit quality committee
         to ensure appropriate action is taken if deterioration occurs.

         Commercial, industrial and agricultural loans are primarily variable
         rate and include operating lines of credit and term loans made to small
         businesses primarily based on their ability to repay the loan from the
         business's cash flow. Such loans are typically secured by business
         assets such as equipment and inventory and, occasionally, by the
         business owner's principal residence. When the borrower is not an
         individual, the Bank generally obtains the personal guarantee of the

                                       2

<PAGE>

         business owner. As compared to consumer lending, which includes
         single-family residence, personal installment loans and automobile
         loans, commercial lending entails significant additional risks. These
         loans typically involve larger loan balances and are generally
         dependent on the business's cash flow and, thus, may be subject to
         adverse conditions in the general economy or in a specific industry.
         Management reviews the borrower's cash flows when deciding whether to
         grant the credit to evaluate whether estimated future cash flows will
         be adequate to service principal and interest of the new obligation in
         addition to existing obligations.

         Commercial real estate and farmland loans are primarily secured by
         borrower-occupied business real estate and are dependent on the ability
         of the related business to generate adequate cash flow to service the
         debt. Such loans primarily carry adjustable interest rates. Commercial
         real estate loans are generally originated with a loan-to-value ratio
         of 80% or less. Management performs much the same analysis when
         deciding whether to grant a commercial real estate loan as a commercial
         loan.

         Residential real estate loans and home equity lines of credit carry
         primarily adjustable rates, although fixed-rate loans are originated
         and are secured by the borrower's residence. Such loans are made based
         on the borrower's ability to repay the debt from employment and other
         income. Management assesses the borrower's ability to repay the debt
         through a review of credit history and ratings, verification of
         employment and other income, review of debt-to-income ratios and other
         measures of repayment ability. The Bank generally makes these loans in
         amounts of 80% or less of the value of collateral. An appraisal is
         obtained from a qualified real estate appraiser for substantially all
         loans secured by real estate.

         Due to the high level of growth in the Corporation's market area,
         construction lending has become a significant part of the Corporation's
         overall lending strategy. Construction loans are secured by residential
         and business real estate, generally occupied by the borrower on
         completion. The Bank's construction lending program is established in a
         manner to minimize risk of this type of lending by not making a
         significant amount of loans on speculative projects. While not
         contractually required to do so, the Bank usually makes the permanent
         loan at the end of the construction phase. Construction loans also are
         generally made in amounts of 80% or less of the value of collateral.

         Consumer installment loans to individuals include loans secured by
         automobiles and other consumer assets, including second mortgages on
         personal residences. Consumer loans for the purchase of new automobiles
         generally do not exceed 85% of the purchase price of the car. Loans for
         used cars generally do not exceed average wholesale or trade-in value
         as stipulated in a recent auto industry used car price guide. Credit
         card and overdraft protection loans are unsecured personal lines of
         credit to individuals of demonstrated good credit character with
         reasonably assured sources of income and satisfactory credit histories.
         Consumer loans generally involve more risk than residential mortgage
         loans because of the type and nature of collateral and, in certain
         types of consumer loans, the absence of collateral. Since these loans
         are generally repaid from ordinary income of an individual or family
         unit, repayment may be adversely affected by job loss, divorce, ill
         health or by general decline in economic conditions. The Bank assesses
         the borrower's ability to make repayment through a review of credit
         history, credit ratings, debt-to-income ratios and other measures of
         repayment ability.

                                       3

<PAGE>

     (b) NARRATIVE DESCRIPTION OF BUSINESS (CONTINUED)

         Though a very small portion of its lending business, the Bank also
         meets the needs of its customers is through its lease-financing
         program. The Bank's leasing program involves leasing vehicles to
         individuals and businesses. The vehicle lease program includes new and
         late model automobiles and light trucks with terms from 12 to 60
         months. The Bank also provides lease financing to businesses for
         commercial equipment. This line of business represents a very small
         portion of the overall leasing program. The Bank's comprehensive
         program includes leasing new and used equipment with flexible terms,
         though generally the term of a given lease is limited to some extent by
         the type of equipment and its useful life. Average lease terms for
         commercial equipment leases generally range from 3 to 8 years.

         EMPLOYEES

         At December 31, 2003, the Bank employed 182 employees, 168 of whom were
         full-time. The Bank provides a number of benefits such as health,
         dental and life insurance for all, as well as education assistance for
         qualified employees. A 401(k) retirement plan is in place for eligible
         employees. No employee is represented by a union or collective
         bargaining group. Management considers its employee relations to be
         good. The Corporation has no employees not also employed by the Bank.

         COMPETITION

         The Bank operates in a highly competitive industry due to statewide and
         interstate branching by banks, savings and loan associations and credit
         unions. In its primary market area of Delaware County, Ohio and
         surrounding counties, the Bank competes for new deposit dollars and
         loans with several other commercial banks, both large regional banks
         and smaller community banks, as well as savings and loan associations,
         credit unions, finance companies, insurance companies, brokerage firms
         and investment companies. According to the most recent market data,
         there are approximately nine other deposit taking/lending institutions
         competing in the Bank's market. In addition, according to the market
         data, the Bank currently ranks first in market share with approximately
         40.1% of the market. The ability to generate earnings is impacted in
         part by competitive pricing on loans and deposits, and by changes in
         the rates on various U.S. Treasury, U. S. Government Agency and State
         and political subdivision issues which comprise a significant portion
         of the Bank's investment portfolio, and which rates are used as indices
         on various loan products. The Bank is competitive with interest rates
         and loan fees that it charges, in pricing and variety of accounts it
         offers to the depositor. The dominant pricing mechanism on loans is the
         Prime interest rate as published in the Wall Street Journal. The
         interest spread over Prime depends on the overall account relationship
         and the creditworthiness of the borrower. Deposit rates are reviewed
         weekly by management and are normally discussed by the Asset/Liability
         Committee on a monthly basis. The Bank's primary objective in setting
         deposit rates is to remain competitive in the market area while
         creating an adequate interest rate margin.

         SUPERVISION AND REGULATION

         The business in which the Bank and its subsidiaries are engaged is
         subject to extensive supervision, regulation and examination by various
         bank regulatory authorities and other governmental agencies in the
         state and country where the Corporation and its subsidiaries operate.
         The Bank is subject to supervision, regulation and periodic examination
         by the State of Ohio Superintendent of Financial Institutions and the
         Federal Deposit Insurance Corporation ("FDIC"). The supervision,
         regulation and examination to which The Bank and its subsidiaries are
         subject are intended primarily for the protection of depositors and the
         deposit insurance funds that insure the deposits of banks, rather than
         for the protection of security holders.

                                       4

<PAGE>

         Earnings of the Bank are affected by state and federal laws and
         regulations, and by policies of various regulatory authorities. These
         policies include, for example, statutory maximum lending rates,
         requirements on maintenance of reserves against deposits, domestic
         monetary policies of the Board of Governors of the Federal Reserve
         System, United States fiscal policy, international currency regulations
         and monetary policies, certain restrictions on banks' relationships
         with many phases of the securities business and capital adequacy and
         liquidity restraints. As a financial holding company, the Corporation
         is subject to supervision, regulation and periodic examination by the
         Federal Reserve Board.

         LIABILITY FOR BANKING SUBSIDIARIES

         Under Federal Reserve Board policy, a bank holding company is expected
         to act as a source of financial and managerial strength for each of its
         subsidiary banks and to commit resources to their support. This support
         may be required at times when the bank holding company may not have the
         resources to provide it. Similarly, under the cross-guarantee
         provisions of the Federal Deposit Insurance Act, the FDIC can hold any
         FDIC-insured depository institution liable for any loss suffered or
         anticipated by the FDIC in connection with (1) the "default" of a
         commonly controlled FDIC-insured depository institution; or (2) any
         assistance provided by the FDIC to a commonly controlled FDIC-insured
         depository institution "in danger of default."

         FDICIA

         The Federal Deposit Insurance Corporation Act of 1991 (FDICIA), and the
         regulations promulgated under FDICIA, among other things, established
         five capital categories for insured depository institutions-well
         capitalized, adequately capitalized, undercapitalized, significantly
         undercapitalized and critically undercapitalized-and requires federal
         bank regulatory agencies to implement systems for "prompt corrective
         action" for insured depository institutions that do not meet minimum
         capital requirements based on these categories. Unless a bank is well
         capitalized, it is subject to restrictions on its ability to offer
         brokered deposits and on certain other aspects of its operations. As of
         December 31, 2003 the Corporation and the Bank were both considered
         well capitalized based on the guidelines implemented by the Federal
         Reserve and FDIC.

         FINANCIAL MODERNIZATION

         The Gramm-Leach-Bliley Act was signed into law on November 12, 1999 and
         became effective March 11, 2000. It permits bank holding companies to
         become financial holding companies and thereby affiliate with
         securities firms and insurance companies and engage in other activities
         that are financial in nature. A bank holding company may become a
         financial holding company if each of its subsidiary banks is well
         capitalized under regulatory prompt corrective action provisions, is
         well managed, and has at least a satisfactory rating under the
         Community Reinvestment Act (CRA) by filing a declaration that the bank
         holding company wishes to become a financial holding company. No
         regulatory approval will be required for a financial holding company to
         acquire a company, other than a bank or savings association, engaged in
         activities that are financial in nature or incidental to activities
         that are financial in nature, as determined by the Federal Reserve
         Board.

         The Gramm-Leach-Bliley Act defines "financial in nature" to include
         securities underwriting, dealing and market making; sponsoring mutual
         funds and investment companies; insurance underwriting and agency;
         merchant banking activities; and activities that the Board has
         determined to be closely related to banking. Subsidiary banks of a
         financial holding company must continue to be well capitalized and well
         managed in order to continue to engage in activities that are financial
         in nature without regulatory actions or restrictions, which could
         include divestiture of the financial in nature subsidiary or
         subsidiaries. In addition, a financial holding

                                       5

<PAGE>

         company or a bank may not acquire a company that is engaged in
         activities that are financial in nature unless each of the subsidiary
         banks of the financial holding company or the bank has CRA rating of
         satisfactory or better.

     (c) AVAILABLE INFORMATION

         The Company maintains an Internet web-site at the following internet
         address: http://www.dcbfinancialcorp.com. The Company makes available,
         free of charge through its internet address, copies of its annual
         report on Form 10-K, quarterly reports on Form 10-Q, current reports on
         Form 8-K, and any amendments to these reports as soon as reasonably
         practicable after such materials have been filed with or furnished to
         the SEC. Copies of these documents may also be obtained, either in
         electronic or paper form, by contacting Donald R. Blackburn, Vice
         President of Customer Relations at 740-657-7000.

I        DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST
         RATES AND INTEREST DIFFERENTIAL

         The information required by this item can be found on Pages 10-13 of
         the Company's Annual Report to Shareholders. Such information is
         incorporated herein by reference.

                                       6

<PAGE>

II       INVESTMENT PORTFOLIO

         The following table sets forth the carrying amount of securities at
         December 31, 2003, 2002 and 2001.

<TABLE>
<CAPTION>
       (In thousands)                               2003         2002         2001
                                                 ----------   ----------   ----------
<S>                                              <C>          <C>          <C>
AVAILABLE FOR SALE
    U.S. government agencies                     $   38,597   $   29,995   $   43,756
    States and political subdivisions                21,076       14,425        7,276
    Corporate bonds                                   8,215          247          208
    Mortgage-backed                                  38,201       49,448       30,587
                                                 ----------   ----------   ----------
       Total debt securities                        106,089       94,115       81,827
    Other securities                                  2,458        2,362        2,194
                                                 ----------   ----------   ----------

                                                 $  108,547   $   96,477   $   84,021
                                                 ==========   ==========   ==========
HELD TO MATURITY

    States and political subdivisions            $       --   $       --   $    6,004
    Corporate bonds                                      --           --          130
    Mortgage-backed                                      --           --       28,584
                                                 ----------   ----------   ----------

                                                 $       --   $       --   $   34,718
                                                 ==========   ==========   ==========
</TABLE>

         The following table sets forth information regarding scheduled
         maturities, fair value and weighted average yields of the Corporation's
         debt securities at December 31, 2003. The weighted average yield has
         been computed using the historical amortized cost for securities
         available for sale. The weighted average yield on tax-exempt
         obligations is computed on a taxable equivalent basis based on the
         Corporation's marginal federal income tax rate of 34%.

<TABLE>
<CAPTION>
                                                           ONE         FIVE
                                              ONE        THROUGH      THROUGH       AFTER
                                              YEAR         FIVE         TEN          TEN       FAIR VALUE
    (In thousands)                           OR LESS      YEARS        YEARS        YEARS        TOTAL
                                           ----------   ----------   ----------   ----------   ----------
<S>                                        <C>          <C>          <C>          <C>          <C>
AVAILABLE FOR SALE
    U.S. government agencies               $    1,016   $   13,084   $   18,931   $    5,566   $   38,597
    States and political
       subdivisions                             1,349        2,288        4,014       13,425       21,076
    Corporate bonds                                --          140           --        8,075        8,215
    Mortgage-backed                                65        5,223        9,103       23,810       38,201
                                           ----------   ----------   ----------   ----------   ----------

                                           $    2,430   $   20,735   $   32,048   $   50,876   $  106,089
                                           ==========   ==========   ==========   ==========   ==========

Weighted average yield                           3.59%        3.45%        4.40%        6.18%        3.52%
                                           ==========   ==========   ==========   ==========   ==========
</TABLE>

                                       7

<PAGE>

III      LOAN PORTFOLIO

         TYPES OF LOANS

         The amounts of gross loans outstanding at December 31, 2003, 2002,
         2001, 2000, and 1999 are shown in the following table.

<TABLE>
<CAPTION>
   (In thousands)                             2003         2002         2001         2000         1999
                                           ----------   ----------   ----------   ----------   ----------
<S>                                        <C>          <C>          <C>          <C>          <C>
Commercial and industrial                  $   51,709   $   45,543   $   52,534   $   48,262   $   39,017
Commercial real estate                        156,836      144,646      124,537      101,891       82,954
Residential real estate and
  home equity                                 117,098       87,548       88,797       84,987       69,847
Real estate construction                       30,120       37,603       34,212       32,493       29,723
Consumer and credit card                       44,467       48,409       52,993       51,107       45,059
Lease financing                                 3,932        6,412        9,520       12,278       11,669
                                           ----------   ----------   ----------   ----------   ----------

                                           $  404,162   $  370,161   $  362,593   $  331,018   $  278,269
                                           ==========   ==========   ==========   ==========   ==========
</TABLE>

                                       8

<PAGE>

III      LOAN PORTFOLIO (CONTINUED)

         RISK ELEMENTS

                  NONACCRUAL AND PAST DUE LOANS

                  The following table summarizes nonaccrual loans and accruing
                  loans past due greater than 90 days or more at December 31,
                  2003, 2002, 2001, 2000, and 1999.

<TABLE>
<CAPTION>
    (In thousands)                            2003         2002         2001         2000         1999
                                           ----------   ----------   ----------   ----------   ----------
<S>                                        <C>          <C>          <C>          <C>          <C>
Nonaccrual loans                           $    1,614   $    3,387   $    3,390   $    1,278   $      472
Accruing loans past due
  90 days or more                               1,252          187          200          205          156
</TABLE>

                  The policy for placing loans on nonaccrual status is to cease
                  accruing interest on loans when management believes that
                  collection of interest is doubtful, when loans are past due as
                  to principal and interest 90 days or more, except that in
                  certain circumstances interest accruals are continued on loans
                  deemed by management to be fully collectible. In such cases,
                  loans are individually evaluated in order to determine whether
                  to continue income recognition after 90 days beyond the due
                  dates. When loans are placed on nonaccrual, any accrued
                  interest is charged against interest income.

                  The additional amount of interest income that would have been
                  recorded on nonaccrual loans, had they been current, totaled
                  $163, $259, and $97 for the years ended December 31, 2003,
                  2002, and 2001, respectively.

                  POTENTIAL PROBLEM LOANS

                  In addition to the loans noted above, management performs a
                  quarterly analysis of impaired loans. A business loan is
                  classified as impaired when full payment under the loan terms
                  is not expected. Impairment is evaluated in total for smaller
                  balance loans or loans of a similar nature such as residential
                  mortgage, consumer and credit card loans, and on an individual
                  basis for other loans. The total value of impaired loans not
                  included in nonaccrual, past due, or restructured loans at
                  December 31, 2003 was $63.

                  LOAN CONCENTRATIONS

                  At year-end 2003, there were no concentrations of loans
                  greater than 10% of total loans that are not otherwise
                  disclosed as a category of loans in Item III.A. above.

         OTHER INTEREST-BEARING ASSETS

            At year-end 2003, there were no other interest-bearing assets
            required to be disclosed under Item III.C.1. or 2. if such assets
            were loans.

                                       9

<PAGE>

IV       SUMMARY OF LOAN LOSS EXPERIENCE

         ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

                  The following table sets forth the activity in the
                  Corporation's allowance for loans losses for the years ended
                  December 31, 2003, 2002, 2001, 2000, and 1999.

<TABLE>
<CAPTION>
       (In thousands)                         2003         2002         2001         2000         1999
                                           ----------   ----------   ----------   ----------   ----------
<S>                                        <C>          <C>          <C>          <C>          <C>
Balance at beginning of year               $    4,094   $    3,596   $    3,334   $    2,793   $    1,948
Loans charged off:
     Commercial                                  (654)      (1,989)        (278)        (115)        (358)
     Commercial real estate                       (60)         (73)          --           --           --
     Residential real estate
       and home equity                             --           (1)          --           --          (27)
     Real estate construction                      --           --           --           --           --
     Consumer and credit card                    (631)        (513)        (487)        (391)        (441)
     Lease financing                               --          (74)          --           --           --
                                           ----------   ----------   ----------   ----------   ----------
           Total loans charged off             (1,345)      (2,650)        (765)        (506)        (826)
                                           ----------   ----------   ----------   ----------   ----------

Loan recoveries:
     Commercial                                    50           91           28           18           43
     Commercial real estate                        --           --           --           --           --
     Residential real estate
       and home equity                             --           --           --           --            1
     Consumer and credit card                     114          102          126          118          124
     Lease financing                               --            5            1            3            8
                                           ----------   ----------   ----------   ----------   ----------
           Total loan recoveries                  164          198          155          139          176
                                           ----------   ----------   ----------   ----------   ----------

Net loans charged off                          (1,181)      (2,452)        (610)        (367)        (650)
Provision for loan losses                       1,418        2,950          872          908        1,495
                                           ----------   ----------   ----------   ----------   ----------

Balance at end of year                     $    4,331   $    4,094   $    3,596   $    3,334   $    2,793
                                           ==========   ==========   ==========   ==========   ==========

Ratio of net charge-offs to average
  average loans outstanding                      0.31%        0.66%        0.18%        0.12%        0.25%
                                           ==========   ==========   ==========   ==========   ==========
</TABLE>

         ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

                  The following schedule is a breakdown of the allowance for
                  loan losses allocated by type of loan and related ratios.
                  While management's periodic analysis of the adequacy of
                  allowance for loan losses may allocate portions of the
                  allowance for specific problem-loan situations, the entire
                  allowance is available for any loan charge-offs that occur.

                                       10

<PAGE>

<TABLE>
<CAPTION>
                                                       Percentage of              Percentage of              Percentage of
                                                       Loans in Each              Loans in Each              Loans in Each
                                            Allowance   Category to    Allowance   Category to    Allowance   Category to
     (In thousands)                          Amount     Total Loans     Amount     Total Loans     Amount     Total Loans
                                           ----------  -------------  ----------  -------------  ----------  -------------
<S>                                        <C>         <C>            <C>         <C>            <C>         <C>
                                               December 31, 2003          December 31, 2002          December 31, 2001
                                               -----------------          -----------------          -----------------

Commercial and industrial                  $    2,345        12.77%   $    2,120        12.30%   $    1,765        14.49%
Commercial real estate                            698        38.73           891        39.08            94        34.35
Residential real estate
  and home equity                                 318        28.92            66        23.65           116        24.49
Real estate construction                           --         7.44            20        10.16            57         9.44
Consumer and credit card                          970        10.98           706        13.08           799        14.62
Lease financing                                    --          .97            55         1.73            68         2.63
Unallocated                                        --           --           236           --           697           --
                                           ----------   ----------    ----------   ----------    ----------   ----------

        Total                              $    4,331       100.00%   $    4,094       100.00%   $    3,596       100.00%
                                           ==========   ==========    ==========   ==========    ==========   ==========

                                               December 31, 2000          December 31, 1999
                                               -----------------          -----------------
Commercial and industrial                  $    1,247        14.61%   $      652        14.08%
Commercial real estate                            174        30.73           332        29.90
Residential real estate and
  home equity                                      73        25.89           111        25.09
Real estate construction                           24         9.80            45        10.71
Installment and credit card                       691        15.73           575        16.57
Lease financing                                    76         3.23            57         3.65
Unallocated                                     1,049           --         1,021           --
                                           ----------   ----------    ----------   ----------

        Total                              $    3,334       100.00%   $    2,793       100.00%
                                           ==========   ==========    ==========   ==========
</TABLE>

                                       11

<PAGE>

V        DEPOSITS

         SCHEDULE OF AVERAGE DEPOSIT AMOUNTS AND RATES

                  Average balance of noninterest-bearing demand deposits totaled
                  $76,430, $73,213, and $61,973, for the years ended December
                  31, 2003, 2002 and 2001. Please also refer to Page 10 of the
                  Annual Report to Shareholders.

         MATURITY ANALYSIS OF TIME DEPOSITS GREATER THAN $100,000

                  The following is a schedule of maturities of time certificates
                  of deposit in amounts of $100,000 or more as of December 31,
                  2003.

<TABLE>
<CAPTION>
     (In thousands)
<S>                                        <C>
Three months or less                       $   11,685
Over three through six months                  32,353
Over six through twelve months                 10,893
Over twelve months                              9,337
                                           ----------

     Total                                 $   64,268
                                           ==========
</TABLE>

VI       RETURN ON EQUITY AND ASSETS

                  Refer to Page 31 of the Annual Report to Shareholders.

VII      SHORT-TERM BORROWINGS

                  Average outstanding balances of short-term borrowings for the
                  years ending December 31, 2003, 2002 and 2001 were less than
                  30% of shareholders' equity at such dates.

                                       12

<PAGE>

ITEM 2 PROPERTIES

The Bank owns and operates its main office at 110 Riverbend Avenue, Lewis
Center, Ohio 43035. The Bank also operates 15 branches and 4 other properties
that are owned or leased as noted below:

1.  Downtown Delaware Branch Office, 41 N. Sandusky St., Delaware, Ohio 43015
    (leased)

2.  William Street Drive-Thru Office, 33 W. William St., Delaware, Ohio 43015
    (owned)

3.  Delaware Center Branch Office, 199 S. Sandusky Street, Delaware, Ohio 43015
    (owned)

4.  Galena Branch Office, 10 Park Street, Galena, Ohio 43021 (owned)

5.  Ostrander Branch Office, 10 West North Street, Ostrander, Ohio 43061 (owned)

6.  Green Meadows Branch Office, 9201 Columbus Pike, Lewis Center, Ohio 43035
    (own bldg., lease land)

7.  Ashley Branch Office, 2 West High Street, Ashley, Ohio 43003 (owned)

8.  Buehler's Central Office, 800 West Central Avenue, Delaware, Ohio 43015
    (leased)

9.  Marysville Downtown Office, 108 South Main Street, Marysville, Ohio 43040
    (owned)

10. Marysville Plaza Office, 1169 West Fifth Street, Marysville, Ohio 43040
    (leased)

11. Sunbury Office, 75 S. Miller Dr., Sunbury, Ohio 43074 (owned)

12. Highland Lakes Office, 6156 Highland Lakes Avenue, Westerville, Ohio 43085
    (leased)

13. Sawmill Parkway Office, 10149 Brewster Lane, Powell, Ohio 43065 (leased)

14. Avery Road Office, 6820 Perimeter Loop Road, Dublin, Ohio 43017 (leased)

15. Willowbrook Branch Office, 100 Willowbrook Way South, Delaware, Ohio 43015
    (leased)

16. ATM Express Bank, 554 W. Central Ave., Delaware, Ohio 43015 (leased)

17. ATM Express Bank, Ohio Wesleyan University, Delaware, Ohio 43015 (leased)

18. ATM Express Bank, 8208 Marysville Road West, Ostrander, Ohio 43061 (leased)

19. ATM Express Bank, 1123 Columbus Pike, Delaware, Ohio 43015 (leased)

20. ATM Express Bank, Sunbury IGA, 490 W. Cherry Street, Sunbury, Ohio 43074
    (leased)

Management considers its physical properties to be in good operating condition
and suitable for the purposes for which they are being used. All the properties
owned by the Bank are unencumbered by any mortgage or security interest and are,
in management's opinion, adequately insured.

ITEM 3 LEGAL PROCEEDINGS

There is no pending litigation, other than routine litigation incidental to the
business of the Corporation and Bank, or of a material nature involving or
naming the Corporation or Bank as a defendant. Further, there are no material
legal proceedings in which any director, executive officer, principal
shareholder or affiliate of the Corporation is a party or has a material
interest, which is adverse to the Corporation or Bank. There is no routine
litigation in which the Corporation or Bank is involved, which is expected to
have a material adverse impact on the financial position or results of
operations of the Corporation or Bank.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the security holders in the fourth
quarter of 2003.

                                       13

<PAGE>

                                     PART II

ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The information required by this item is set forth in the Company's Annual
Report to Shareholders under the section captioned "Common Stock and Stockholder
Matters." Such information is incorporated herein by reference.

DCB Financial Corp acts as transfer agent for the Corporation's common stock.

ITEM 6 SELECTED FINANCIAL DATA

The information required by this item is set forth in the Company's Annual
Report to Shareholders under the section captioned "Selected Financial
Information and Other Data." Such information is incorporated herein by
reference.

ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
       OF OPERATIONS

The information required by this item is set forth in the Company's Annual
Report to Shareholders under the section captioned "Management's Discussion and
Analysis of Financial Condition and Results of Operations." Such information is
incorporated herein by reference.

ITEM 7a QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this item is set forth in the Company's Annual
Report to Shareholders under the section captioned "Asset and Liability
Management and Market Risk" Such information is incorporated herein by
reference.

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this item is set forth on Page 15 of the Company's
Annual Report to Shareholders. Such information is incorporated herein by
reference.

ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
       DISCLOSURE

Disclosures required under this Item were previously made pursuant to a report
on Form 8-K filed with the Commission on March 21, 2003.

ITEM 9a CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rules 13a-14(c) and
15d-14(c). Based upon that evaluation, the Chief Executive Officer and the Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company (including its consolidated subsidiaries) required to be
included in the Company's periodic SEC filings.

Additionally, there were no significant changes made in the Company's internal
controls or in other factors that could significantly affect these internal
controls subsequent to the date of the evaluation performed by the Company's
Chief Executive Officer and Chief Financial Officer.

                                       14

<PAGE>

                                    PART III

ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this item is set forth in the Company's Proxy
Statement to Shareholders in connection with its 2004 Annual Meeting, under the
sections captioned "Election of Directors and Information with Respect to
Directors and Officers," "Security Ownership of Certain Beneficial Owners and
Management" and "Compliance with Sections 16(A) of the Securities Exchange Act
of 1934." Such information is incorporated herein by reference.

The Company's Board of Directors has adopted a code of ethics that applies to
its principal executive, principal financial, and principal accounting officers.
A copy of the code of ethics will be provided, at no cost, upon written request
to the attention of Mr. Donald R. Blackburn, Vice President and Secretary, at
the Company's main office address.

ITEM 11 EXECUTIVE COMPENSATION

The information required by this item is set forth in the Company's Proxy
Statement to Shareholders in connection with its 2004 Annual Meeting, under the
section captioned "Executive Compensation and Other Information." Such
information is incorporated herein by reference.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information required by this item is set forth in the Company's Proxy Statement
to Shareholders in connection with its 2004 annual meeting, under the section
captioned "Security Ownership of Certain Beneficial Owners and Management." Such
information is incorporated herein by reference.

The Company currently has no equity compensation plans or arrangements, such as
stock option or restricted stock arrangements, pursuant to which equity
securities of the Company are authorized for issuance.

                      EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                          NUMBER OF SECURITIES
                                                                                                        REMAINING AVAILABLE FOR
                                     NUMBER OF SECURITIES TO BE                                       FUTURE ISSUANCE UNDER EQUITY
                                       ISSUED UPON EXERCISE OF        WEIGHTED-AVERAGE EXERCISE            COMPENSATION PLANS
                                         OUTSTANDING OPTIONS,       PRICE OF OUTSTANDING OPTIONS,        (EXCLUDING SECURITIES
                                        WARRANTS AND RIGHTS              WARRANTS AND RIGHTS            REFLECTED IN COLUMN (a))
----------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                            <C>                               <C>
                                               (a)                              (b)                               (c)
----------------------------------------------------------------------------------------------------------------------------------
EQUITY COMPENSATION PLANS
APPROVED BY SECURITY HOLDERS                    0                                0                                 0
----------------------------------------------------------------------------------------------------------------------------------
EQUITY COMPENSATION PLAN
NOT APPROVED BY SECURITY HOLDERS                0                                0                                 0
----------------------------------------------------------------------------------------------------------------------------------
TOTAL                                           0                                0                                 0
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       15

<PAGE>

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by this item is set forth in the Company's Proxy Statement
to Shareholders in connection with its 2004 Annual Meeting, under the section
captioned "Certain Relationships and Related Transactions." Such information is
incorporated herein by reference.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this item is set forth in the Company's Proxy Statement
to Shareholders in connection with its 2004 annual meeting under the section
captioned "Information Concerning Independent Accountants", and such information
is incorporated herein by reference.

                                       16

<PAGE>

                                     PART IV

ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a)      DOCUMENTS FILED AS PART OF FORM 10-K

                  1        The following consolidated financial statements
                           appear in the 2003 Annual Report to Shareholders and
                           are incorporated herein by reference.

<TABLE>
<S>                                                               <C>
Report of Independent Auditors                                    Page  39
Consolidated Balance Sheets                                       Page  15
Consolidated Statements of Income                                 Page  16
Consolidated Statement of Comprehensive Income                    Page  17
Consolidated Statements of Changes in Shareholders' Equity        Page  18
Consolidated Statements of Cash Flows                             Page  19
Notes to Consolidated Financial Statements                        Pages 21
</TABLE>

                  2        Exhibits

                           3.1      Articles of Incorporation of DCB Financial
                                    Corp (incorporated by reference to
                                    Registrant's Form S-4, File No. 333-15579,
                                    effective January 10, 1997)

                           3.2      Code of Regulations of DCB Financial Corp
                                    (incorporated by reference to Registrant's
                                    Form S-4, File No. 333-15579, effective
                                    January 10, 1997)

                           10.1     Resignation, Release, and Post-Employment
                                    Covenants Agreement by and between DCB
                                    Financial Corp., its wholly-owned subsidiary
                                    The Delaware County Bank and Trust Company,
                                    and Larry D. Coburn (incorporated by
                                    reference to Registrant's report on Form
                                    8-K, filed with the Commission on November
                                    21, 2002)

                           10.2     Employment agreement with Mr. Whitney
                                    (incorporated by reference to Registrant's
                                    Form 10-K, File No. 0-22387, effective March
                                    25, 1998)

                           10.3     Employment agreement with Mr. Bernon
                                    (incorporated by reference to Registrant's
                                    Form 10-K, File No. 0-22387, effective March
                                    27, 2000)

                           10.4     Employment agreement by and between DCB
                                    Financial Corp., its wholly-owned subsidiary
                                    The Delaware County Bank and Trust Company,
                                    and Jeffrey Benton

                           10.5     Life insurance policies by and between DCB
                                    Financial Corp., its wholly-owned subsidiary
                                    The Delaware County Bank and Trust Company,
                                    and key executives.

                           11       Statement Regarding Computation of Per Share
                                    Earnings

                           13       Annual Report to Shareholders

                           21       Subsidiaries of DCB Financial Corp

                           23.1     Consent of Independent Auditors

                           23.2     Consent of Independent Auditors

                           31.1     Rule 13a-14 (a) Certifications

                           31.2     Rule 13a-14 (a) Certifications

                           32.1     Section 1350 Certifications

                           32.2     Section 1350 Certifications

                                       17

<PAGE>

                  (b)      REPORTS FILED ON FORM 8-K

                           During the fourth quarter of 2003, the Company filed,
                           on the dates so indicated, the following Reports on
                           Form 8-K :

                           (a)      Reports on Form 8-K - A report on Form 8-K
                                    was filed on October 22, 2003 (report date:
                                    10/22/03) - third quarter 2003 earnings
                                    release.

                                       18

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                                     DCB FINANCIAL CORP

                                     By:          /s/ JEFFREY BENTON
                                         ---------------------------------------
                                             Jeffrey Benton, President & CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities on March 15, 2004.

<TABLE>
<CAPTION>
          Signatures                                   Title
          ----------                                   -----
<S>                                     <C>
/s/ JEFFREY BENTON                      President (Principal Executive Officer),
---------------------------------       CEO and Director
Jeffrey Benton

/s/ JOHN USTASZEWSKI                    Principal Financial Officer
---------------------------------
John Ustaszewski

/s/ G. WILLIAM PARKER                   Director, Chairman of the Board
---------------------------------
G. William Parker

/s/ JEROME J. HARMEYER                  Director
---------------------------------
Jerome J. Harmeyer

/s/ WILLIAM R. OBERFIELD                Director
---------------------------------
William R. Oberfield

/s/ EDWARD A. POWERS                    Director
---------------------------------
Edward A. Powers

/s/ MERRILL KAUFMAN                     Director
---------------------------------
Merrill Kaufman

/s/ GARY M. SKINNER                     Director
---------------------------------
Gary M. Skinner
</TABLE>

                                       19
<PAGE>

<TABLE>
<S>                                     <C>
/s/ TERRY M. KRAMER                     Director
---------------------------------
Terry M. Kramer

/s/ VICKIE J. LEWIS                     Director
---------------------------------
Vickie J. Lewis

/s/ ADAM STEVENSON                      Director
---------------------------------
Adam Stevenson

/s/ DONALD J. WOLF                      Director
------------------
Donald J. Wolf
</TABLE>

                                       20

<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT                                                                                     SEQUENTIAL
NUMBER                           DESCRIPTION OF DOCUMENT                                       PAGE
------                           -----------------------                                       ----
<S>               <C>                                                                       <C>
 3.1              Amended Articles of Incorporation of DCB Financial Corp
                  (incorporated by reference to Registrant's Form S-4, File No.
                  333-15579, effective January 10, 1997)                                        N/A

 3.2              Code of Regulations of DCB Financial Corp (incorporated by
                  reference to Registrant's Form S-4, File No. 333-15579,
                  effective January 10, 1997)                                                   N/A

10.1              Resignation, Release, and Post-Employment Covenants Agreement
                  by and between DCB Financial Corp., its wholly-owned
                  subsidiary The Delaware County Bank and Trust Company, and
                  Larry D. Coburn (incorporated by reference to Registrant's
                  report on Form 8-K, filed with the Commission on November 21,
                  2002)                                                                         N/A

10.2              Employment agreement with Mr. Whitney (incorporated by
                  reference to Registrant's 1997 Form 10-K, File No. 0-22387,
                  effective March 25, 1998)                                                     N/A

10.3              Employment agreement with Mr. Bernon (incorporated by
                  reference to Registrant's 1997 Form 10-K, File No. 0-22387,
                  effective March 27, 2000)                                                     N/A

10.4              Employment agreement by and between DCB Financial Corp., its
                  wholly-owned subsidiary The Delaware County Bank and Trust
                  Company, and Jeffrey Benton                                                   N/A

10.5              Life insurance policies by and between DCB Financial Corp.,
                  its wholly-owned subsidiary The Delaware County Bank and Trust
                  Company, and key executives.                                                  N/A

11                Statement Regarding Computation of Per Share Earnings                         22

13                Annual Report to Shareholders                                                  1

21                Subsidiaries of DCB Financial Corp                                            41

23.1              Consent of Independent Auditors                                               42

23.2              Consent of Independent Auditors                                               43

31.1              Rule 13a-14 (a) Certifications                                                44

31.2              Rule 13a-14 (a) Certifications                                                45

32.1              Section 1350 Certifications                                                   46

32.2              Section 1350 Certifications                                                   47
</TABLE>

                                       21