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                                                                     Page 1 of 9


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


                                   FORM 10-Q/A
                                 AMENDMENT NO. 1


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

               For the quarterly period ended: SEPTEMBER 30, 2002

                                       OR

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

                     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         (I.R.S. Employer Identification Number)
 incorporation or organization)

                 110 Riverbend Avenue, Lewis Center, Ohio 43035
                 ----------------------------------------------
                    (Address of principal executive offices)

                                 (740) 657-7000
                         (Registrant's telephone number)
                         -------------------------------

Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 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 the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

Common stock, no par value                  Outstanding at November 5, 2002:
                                            4,168,234 common shares



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                                   FORM 10-Q/A
                        QUARTER ENDED SEPTEMBER 30, 2002

--------------------------------------------------------------------------------
                                Table of Contents


PART II - OTHER INFORMATION.............................................    3


SIGNATURES   ...........................................................    4


CERTIFICATIONS..........................................................    5





                                                                              2.
<PAGE>


                               DCB FINANCIAL CORP.
                                   FORM 10-Q/A
                        Quarter ended September 30, 2002
                           PART II - OTHER INFORMATION

--------------------------------------------------------------------------------

Item 1 -       Legal Proceedings:

               Please refer to the Registrant's previous report of a shareholder
               derivative action brought by S. Robert Davis that is contained in
               the Registrant's Quarterly Report on Form 10-Q, at Part II, Item
               1 of that Report, filed with the Commission on August 14, 2002.

Item 6 -       Exhibits and Reports on Form 8-K:

               (a)  Exhibits - The following exhibits are filed as a part of
                    this report:

               Exhibit No.          Exhibit
               -----------          -------

               3.1                  Amended and Restated Articles of
                                    Incorporation of DCB Financial Corp.
                                    (Incorporated by reference to the
                                    Registrant's filing on Form S-4 on November
                                    5, 1996. File No. 333-15579.)

               3.2                  Code of Regulations of DCB Financial Corp.
                                    (Incorporated by reference to the
                                    Registrant's filing on Form S-4 on November
                                    5, 1996. File No. 333-15579.)

               4.                   Instruments Defining the Rights of Security
                                    Holders. (See Exhibits 3.1 and 3.2.)

               99.1                 Certification pursuant to 18 U.S.C. 1350, as
                                    enacted pursuant to section 906 of the
                                    Sarbanes-Oxley Act of 2002

               99.2                 Certification pursuant to 18 U.S.C. 1350, as
                                    enacted pursuant to section 906 of the
                                    Sarbanes-Oxley Act of 2002





                                                                              3.
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                               DCB FINANCIAL CORP.

                                   SIGNATURES

--------------------------------------------------------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                               DCB FINANCIAL CORP.
                               -------------------------------------------------
                               (Registrant)




Date:  November 15, 2002       /s/ Donald R. Blackburn
      --------------------     -------------------------------------------------
                               (Signature)
                               Donald R. Blackburn
                               Interim President and Principal Executive Officer





Date: November 15, 2002        /s/ John A. Ustaszewski
      --------------------     -------------------------------------------------
                               (Signature)
                               John A. Ustaszewski
                               Vice President and Chief Financial Officer





                                                                              4.
<PAGE>
                               DCB FINANCIAL CORP.

                                 CERTIFICATIONS

I, Donald R. Blackburn, Interim President and Principal Executive Officer,
certify that:

1.       I have reviewed this quarterly report on Form 10-Q, including
         Amendment No. 1 on Form 10-Q/A, of DCB Financial Corp.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent function):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.



Date:  November 15, 2002             /s/  Donald R. Blackburn
                                    ----------------------------------------
                                                 (Signature)
                                     Title: Interim President and
                                              Principal Executive Officer


                                                                              5.
<PAGE>

                               DCB FINANCIAL CORP.

I, John A. Ustaszewski, Vice President and Chief Financial Officer, certify
that:

1.       I have reviewed this quarterly report on Form 10-Q, including
         Amendment No. 1 on Form 10-Q/A, of DCB Financial Corp.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent function):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.



Date:  November 15, 2002           /s/  John A. Ustaszewski
                                   --------------------------------------------
                                                     (Signature)
                                        Title: Vice President and Chief
                                                         Financial Officer



                                                                              6.
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                            DCB FINANCIAL CORPORATION

                                INDEX TO EXHIBITS

--------------------------------------------------------------------------------

EXHIBIT
NUMBER          DESCRIPTION                                         PAGE NUMBER
------          -----------                                         -----------




   3.1         Amended and Restated Articles of Incorporation of      NA
               DCB Financial Corp. (Incorporated by reference to
               the Registrant's filing on Form S-4 on November
               5, 1996.  File No. 333-15579.)

   3.2         Code of Regulations of DCB Financial Corp.             NA
               (Incorporated by reference to the Registrant's
               filing on Form S-4 on November 6, 1996.
               File No. 333-15579).

   4           Instruments Defining the Rights of Security            NA
               Holders.  (See Exhibits 3.1 and 3.2.)

   99.1        Certification pursuant to 18 U.S.C. 1350, as           Page 8
               enacted pursuant to section 906 of the
               Sarbanes-Oxley Act of 2002

   99.2        Certification pursuant to 18 U.S.C. 1350, as           Page 9
               enacted pursuant to section 906 of the
               Sarbanes-Oxley Act of 2002

















                                                                              7.