<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, 2004

                                       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)

<TABLE>
<S>                                                          <C>
                  OHIO                                           31-1469837
     (State or other jurisdiction of                            (IRS Employer
     incorporation or organization)                          Identification No.)
</TABLE>

<TABLE>
<S>                                                              <C>
 110 Riverbend Ave., Lewis Center, Ohio                             43035
(Address of principal executive offices)                         (Zip Code)
</TABLE>

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 June 30, 2004, the aggregate market value of the voting and non-voting common
equity held by nonaffiliates of the registrant, based on a common share price of
$23.45 per share (such price being the average of the bid and asked prices on
such date) was $85,187,894.

At March 1, 2005, 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, 2004.

Part III of Form 10-K - Portions of the definitive Proxy Statement for the 2005
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, trust, and other wealth
          management services. The Bank also provides cash management, bond
          registrar and paying agent services. Through its own computer
          department, the Bank provides data processing and other bank
          operational 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 2004, deposits of
          public funds (funds of governmental agencies and municipalities) were
          19.0% 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 monitor
          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. Loan review performs a limited scope review of a minimum of
          30 percent of all new loans booked. In addition, any loan identified
          as a problem credit by management or that during the loan review is
          assigned to the Bank's loan "watch list," 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


                                        2

<PAGE>

          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 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)

          The Bank also has a small leasing portfolio, which mainly consists of
          retail auto leases. Effective 2004, the Bank no longer offered retail
          auto leasing and expects this portfolio to decline as losses mature.
          The vehicle lease portfolio includes new and late model automobiles
          and light trucks with original terms from 12 to 60 months. The Bank
          also had provided lease financing to businesses for commercial
          equipment. This line of business represents a very small portion of
          the overall leasing portfolio. The Bank's may continue to offer leases
          on 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 typically range from 3 to 8 years.

          EMPLOYEES

          At December 31, 2004, the Bank employed 216 employees, 175 of whom
          were full-time. The Bank offers a number of employee benefits such as
          health, dental and life insurance, as well as education assistance for
          qualified employees. A 401(k) retirement plan is also available for
          eligible employees. No employee is represented by a union or
          collective bargaining group. Management considers its employee
          relations to be good. All of the Corporation's employees are 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 financial service companies, including large
          regional 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 fifteen other deposit taking and
          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 36% 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, develop funding opportunities
          while earning 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.
          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, and is subject to the rules
          of the SEC.

          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, 2004,
          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 company or a bank may
          not acquire a company that is engaged in activities that are financial
          in


                                        5

<PAGE>

          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 12-14 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, 2004, 2003 and 2002.

<TABLE>
<CAPTION>
              (In thousands)                  2004      2003       2002
              --------------                -------   --------   -------
<S>                                         <C>       <C>        <C>
AVAILABLE FOR SALE
   U.S. government agencies                 $26,787   $ 38,597   $29,995
   States and political subdivisions         19,710     21,076    14,425
   Corporate bonds                            8,073      8,215       247
   Mortgage-backed and related securities    41,470     38,201    49,448
                                            -------   --------   -------
      Total debt securities                  96,040    106,089    94,115
   Other securities                           2,939      2,458     2,362
                                            -------   --------   -------
                                            $98,979   $108,547   $96,477
                                            =======   ========   =======
</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, 2004. 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    $2,027   $11,812   $ 9,886   $ 3,062     $26,787
   States and political
      subdivisions                132     2,233     3,169    14,176      19,710
   Corporate bonds                132        --        --     7,941       8,073
   Mortgage-backed and
      related securities           --     7,352     6,533    27,585      41,470
                               ------   -------   -------   -------     -------
                               $2,291   $21,397   $19,588   $52,764     $96,040
                               ======   =======   =======   =======     =======
Weighted average yield          3.358%    3.871%    4.706%    3.642%      3.789%
                               ======   =======   =======   =======     =======
</TABLE>


                                        7

<PAGE>

III  LOAN PORTFOLIO

     TYPES OF LOANS

     The amounts of gross loans outstanding at December 31, 2004, 2003, 2002,
     2001, and 2000 are shown in the following table.

<TABLE>
<CAPTION>
       (In thousands)           2004       2003       2002       2001       2000
       --------------         --------   --------   --------   --------   --------
<S>                           <C>        <C>        <C>        <C>        <C>
Commercial and industrial     $ 49,184   $ 51,709   $ 45,543   $ 52,534   $ 48,262
Commercial real estate         175,796    156,836    144,646    124,537    101,891
Residential real estate and
   home equity                 170,010    117,098     87,548     88,797     84,987
Real estate construction        34,199     30,120     37,603     34,212     32,493
Consumer and credit card        51,844     44,467     48,409     52,993     51,107
Lease financing                  1,405      3,932      6,412      9,520     12,278
                              --------   --------   --------   --------   --------
                              $482,438   $404,162   $370,161   $362,593   $331,018
                              ========   ========   ========   ========   ========
</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, 2004,
               2003, 2002, 2001, and 2000.

<TABLE>
<CAPTION>
     (In thousands)        2004     2003     2002     2001     2000
     --------------       ------   ------   ------   ------   ------
<S>                       <C>      <C>      <C>      <C>      <C>
Nonaccrual loans          $1,879   $1,614   $3,387   $3,390   $1,278
Accruing loans past due
   90 days or more        $1,544   $1,252   $  187   $  200   $  205
</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
               $128, $163, and $259 for the years ended December 31, 2004, 2003,
               and 2002, 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. There were no impaired loans not included
               in nonaccrual, past due, or restructured loans at December 31,
               2004.

               LOAN CONCENTRATIONS

               At year-end 2004, 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 above.

     OTHER INTEREST-BEARING ASSETS

          At year-end 2004, there were no other interest-bearing assets required
          to be disclosed under Item III if such assets were loans.


                                        9

<PAGE>

IV   SUMMARY OF LOAN LOSS EXPERIENCE

     ANALYSIS OF THE ALLOWANCE FOR LOAN AND LEASE LOSSES

          The following table sets forth the activity in the Corporation's
          allowance for loan and lease losses for the years ended December 31,
          2004, 2003, 2002, 2001, and 2000.

<TABLE>
<CAPTION>
        (In thousands)            2004      2003      2002     2001     2000
-----------------------------   -------   -------   -------   ------   ------
<S>                             <C>       <C>       <C>       <C>      <C>
Balance at beginning of year    $ 4,331   $ 4,094   $ 3,596   $3,334   $2,793
Loans charged off:
   Commercial                      (628)     (654)   (1,989)    (278)    (115)
   Commercial real estate          (102)      (60)      (73)      --      --
   Residential real estate
      and home equity               (60)       --        (1)      --       --
   Real estate construction          --        --        --       --       --
   Consumer and credit card        (524)     (631)     (513)    (487)    (391)
   Lease financing                  (71)       --       (74)      --       --
                                --------  -------   --------  ------   ------
      Total loans charged off    (1,385)   (1,345)   (2,650)    (765)    (506)
                                --------  -------   -------   ------   ------

Loan recoveries:
   Commercial                        21        50        91       28       18
   Commercial real estate            --        --        --       --       --
   Residential real estate
      and home equity                --        --        --       --       --
   Consumer and credit card         154       114       102      126      118
   Lease financing                    1        --         5        1        3
                                -------   -------   -------   ------   ------
      Total loan recoveries         176       164       198      155      139
                                -------   -------   -------   ------   ------

Net loans charged off            (1,209)   (1,181)   (2,452)    (610)    (367)
Provision for loan losses         1,696     1,418     2,950      872      908
                                -------   -------   -------   ------   ------
Balance at end of year          $ 4,818   $ 4,331   $ 4,094   $3,596   $3,334
                                =======   =======   =======   ======   ======

Ratio of net charge-offs to
   average loans outstanding       0.28%     0.31%     0.66%    0.18%    0.12%
                                =======   =======   =======   ======   ======
</TABLE>

     ALLOCATION OF THE ALLOWANCE FOR LOAN AND LEASE 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-off
          that occur.


                                       10

<PAGE>

(In thousands)

<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
                                Amount     Total Loans      Amount     Total Loans      Amount     Total Loans
                              ---------   -------------   ---------   -------------   ---------   -------------
                                 December 31, 2004           December 31, 2003           December 31, 2002
                                -------------------         -------------------         -------------------
<S>                           <C>         <C>             <C>         <C>             <C>         <C>
Commercial and industrial       $3,240        10.18%        $2,345        12.77%        $2,120        12.30%
Commercial real estate             225        36.37            698        38.92            891        39.08
Residential real estate
   and home equity                 245        35.35            318        28.92             66        23.65
Real estate construction            --         7.08             --         7.44             20        10.16
Consumer and credit card         1,074        10.73            970        10.98            706        13.08
Lease financing                     34          .29             --          .97             55         1.73
Unallocated                         --           --             --           --            236           --
                                ------       ------         ------       ------         ------       ------
     Total                      $4,818       100.00%        $4,331       100.00%        $4,094       100.00%
                                ======       ======         ======       ======         ======       ======
</TABLE>

<TABLE>
<CAPTION>
                                 December 31, 2001           December 31, 2000
                                -------------------         -------------------
<S>                             <C>          <C>            <C>          <C>
Commercial and industrial       $1,765        14.49%        $1,247        14.61%
Commercial real estate              94        34.35            174        30.73
Residential real estate
   and home equity                 116        24.49             73        25.89
Real estate construction            57         9.44             24         9.80
Installment and credit card        799        14.62            691        15.73
Lease financing                     68         2.63             76         3.23
Unallocated                        697           --          1,049           --
                                ------       ------         ------       ------
     Total                      $3,596       100.00%        $3,334       100.00%
                                ======       ======         ======       ======
</TABLE>


                                       11

<PAGE>

V    DEPOSITS

     SCHEDULE OF AVERAGE DEPOSIT AMOUNTS AND RATES

          1 Average balance of noninterest-bearing demand deposits totaled
          $64,838, $76,430, and $73,213, for the years ended December 31, 2004,
          2003 and 2002. Additional detail regarding the make-up of the
          Corporations' average deposit balances and related interest expense
          can be found on page 12 of the attached 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, 2004.

<TABLE>
<CAPTION>
                  (In thousands)
                  --------------
<S>                                        <C>
          Three months or less             $18,850
          Over three through six months     26,984
          Over six through twelve months     3,887
          Over twelve months                18,097
                                           -------
          Total                            $67,818
                                           =======
</TABLE>

VI   RETURN ON EQUITY AND ASSETS

     Refer to Page 3 of the attached Annual Report to Shareholders.

VII  SHORT-TERM BORROWINGS

     Average outstanding balances of short-term borrowings for the years ending
     December 31, 2004, 2003 and 2002 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
     (leased)

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, 707 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 of a material nature, other than routine
litigation incidental to the business of the Corporation and Bank, to which the
Corporation or any of its subsidiaries is a party or of which any of their
property is the subject. 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 2004.


                                       13

<PAGE>

                                     PART II

ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND
     ISSUER PURCHASES OF EQUITY SECURITIES

The information required by this item is set forth in the Company's Annual
Report to Shareholders under the section captioned "Common Stock and Shareholder
Matters." Such information is incorporated herein by reference. DCB did not
purchase any of its common shares in the fourth quarter of 2004.

The Bank 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 Consolidated
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 beginning on Page 18 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 SEC on March 21, 2003.

ITEM 9A CONTROLS AND PROCEDURES

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended (the Exchange Act). Based on this evaluation, our principal executive
officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this annual report.


                                       14

<PAGE>

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

RIDER 9A

Management's annual report on internal control over financial reporting and the
related attestation report of Grant Thornton LLP, the Company's independent
registered public accounting firm, are not provided as part of this annual
report on Form 10-K. In reliance upon a 45 day extension granted pursuant to an
exemptive order issued by the Securities and Exchange Commission on November 30,
2004, management of the Company intends to submit these items as an amendment to
this report on Form 10-K not later than April 29, 2005.

ITEM 9B OTHER INFORMATION
None

                                    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 2005 Annual Meeting, under the
sections captioned "Election of Directors and Information with Respect to
Directors and Officers," and "Section 16(A) Beneficial Ownership Reporting
Compliance." Such information is incorporated herein by reference.

The Company's Board of Directors has adopted a Code of Ethics and Business
Conduct that applies to all of its directors, officers, and employees, including
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, 110 Riverbend Avenue Lewis Center, Ohio. In addition,
a copy of the Code of Ethics and Business Conduct is posted on our website at
http: //www.dcbfinancialcorp.com. In the event we make any amendment to, or
grant any waiver of, a provision of the Code of Ethics and Business Conduct that
applies to the principal executive officer, a principal financial officer,
principal accounting officer, or controller, or persons performing similar
functions that require disclosure under applicable SEC rules, we intend to
disclose such amendment or waiver, the reasons for it, and the nature of any
waiver, the name of the person to whom it was granted, and the date, on our
internet website.

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 2005 Annual Meeting, under the
section captioned "Executive Compensation and Other Information" and "Committees
and Compensation of the Board of Directors." Such information is incorporated
herein by reference.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information about beneficial ownership of DCB common shares required by this
item is set forth in the Company's Proxy Statement to Shareholders in connection
with its 2005 annual meeting, under the section captioned "Security Ownership of
Certain Beneficial Owners and Management." Such information is incorporated
herein by reference.


                                       15

<PAGE>

                      EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
                                                                                              Number of securities
                                  Number of securities to be                                remaining available for
                                    issued upon exercise of    Weighted-average exercise     future issuance under
                                     outstanding options,         price of outstanding     equity compensation plans
                                      warrants and rights        options, warrants and       (excluding securities
                                                                         rights             reflected in column (a))
                                  --------------------------   -------------------------   -------------------------
                                              (a)                         (b)                         (c)
<S>                               <C>                          <C>                         <C>
Equity compensation plans
   approved by security holders             15,105                       $23.40                     284,895

Equity compensation plan not
   approved by security holders                  0                            0                           0
                                            ------                       ------                     -------
Total                                       15,105                       $23.40                     284,895
                                            ======                       ======                     =======
</TABLE>

On May 20, 2004 the Company's shareholders approved the DCB Financial Corp 2004
Long-Term Sock Incentive Plan. This plan authorizes the issuance of up to
300,000 DCB common shares upon exercise of stock options awarded under the plan
and in the form of restricted stock and stock awards. Beginning in June 2005,
the Company intends to expense these options under the methodology set forth in
FAS 123. Options are granted for a maximum of ten years. The options vest at a
rate of 20% annual over five years, assuming credited service by the designated
employee.

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 2005 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 2005 Annual Meeting under the section
captioned "Information Concerning Independent Registered Public 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
               2004 Annual Report to Shareholders and are incorporated herein by
               reference.

<TABLE>
<S>                                                                         <C>
               Report of Independent Registered Public Accounting Firm      Page  46
               Consolidated Balance Sheets                                  Page  17
               Consolidated Statements of Income                            Page  18
               Consolidated Statement of Comprehensive Income               Page  19
               Consolidated Statements of Changes in Shareholders' Equity   Page  20
               Consolidated Statements of Cash Flows                        Page  21
               Notes to Consolidated Financial Statements                   Pages 23
</TABLE>

          2    Exhibits

<TABLE>
<S>                   <C>
               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 (incorporated by
                      reference to Registrant's Form 8-K, File No. 0-22387,
                      effective March 7, 2005).

               10.5   DCB Financial Corp 2004 Long-Term Stock Incentive Plan
                      (incorporated by reference to Appendix D to our Proxy
                      Statement, as filed with the SEC on Schedule 14A on April
                      14, 2004)

               11     Statement Regarding Computation of Per Share Earnings

               13     Annual Report to Shareholders

               21     Subsidiaries of DCB Financial Corp

               23.1   Consent of Independent Registered Public Accounting Firm

               23.2   Consent of Independent Registered Public Accounting Firm

               31.1   Rule 13a-14 (a) Certifications

               31.2   Rule 13a-14 (a) Certifications

               32.1   Section 1350 Certifications

               32.2   Section 1350 Certifications
</TABLE>


                                       17

<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.

Dated: March 16, 2005                   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 and on the date indicated.

Dated:  March 16, 2005

<TABLE>
<CAPTION>
              Signatures                                  Title
              ----------                                  -----
<S>                                     <C>


/s/ JEFFREY BENTON                      President (Principal Executive Officer),
-------------------------------------   CEO and Director
Jeffrey Benton


/s/ JOHN A. USTASZEWSKI                 Vice President and Chief Financial
-------------------------------------   Officer (Principal Financial Officer)
John A. 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/ GARY M. SKINNER                     Director
-------------------------------------
Gary M. Skinner
</TABLE>


                                       18

<PAGE>

<TABLE>
<S>                                     <C>


/s/ TERRY M. KRAMER                     Director
-------------------------------------
Terry M. Kramer


/s/ VICKI J. LEWIS                      Director
-------------------------------------
Vicki J. Lewis


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


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


                                       19

<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                           DESCRIPTION OF DOCUMENT
-------                           -----------------------
<S>       <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)

  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 1997 Form 10-K, File No. 0-22387, effective March 25,
          1998)

  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)

  10.4    Employment agreement by and between DCB Financial Corp, its
          wholly-owned subsidiary The Delaware County Bank and Trust Company,
          and Jeffrey Benton (incorporated by reference to Registrant's Form
          8-K, File No. 0-22387, effective March 7, 2005).

  10.5    DCB Financial Corp 2004 Long-Term Stock Incentive Plan (incorporated
          by reference to Appendix D to our Proxy Statement, as filed with the
          SEC on Schedule 14A on April 14, 2004)

  11      Statement Regarding Computation of Per Share Earnings

  13      Annual Report to Shareholders

  21      Subsidiaries of DCB Financial Corp

  23.1    Consent of Independent Registered Public Accounting Firm

  23.2    Consent of Independent Registered Accounting Firm

  31.1    Rule 13a-14 (a)  Certifications

  31.2    Rule 13a-14 (a)  Certifications

  32.1    Section 1350 Certifications

  32.2    Section 1350 Certifications
</TABLE>


                                       20