##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: JUNE 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 0-22387
 DCB Financial Corp
  Ohio
    
    30-1469837(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer Identification Number)
 110 Riverbend Avenue, Lewis Center, Ohio 43035
 (Registrants telephone number)
  þ o
  o þ o
  o þ




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##### 



PageITEM 1  Financial StatementsConsolidated Balance Sheets
    
    
    3Consolidated Statements of Income
    
    
    4Consolidated Statements of Comprehensive Income
    
    
    5Condensed Consolidated Statements of Cash Flows
    
    
    6Notes to the Condensed Consolidated Financial Statements
    
    
    7ITEM 1A  Risk Factors
    
    
    14ITEM 2  Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15ITEM 3  Quantitative and Qualitative Disclosures About Market Risk
    
    
    20ITEM 4  Controls and Procedures
    
    
    21PART II  OTHER INFORMATION
    
    
    22SIGNATURES
    
    
    24EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



Financial Statements
 June 30,
    
    
    December 31,2006
    
    
    2005(unaudited)ASSETSCash and due from financial institutions
    
    $
    18,420
    
    
    $
    18,069Federal funds sold
    
    
    4,015
    
    
    
    Total cash and cash equivalents
    
    
    22,435
    
    
    
    18,069Securities available for sale
    
    
    93,836
    
    
    
    96,580Loans held for sale
    
    
    1,606
    
    
    
    1,640Loans
    
    
    563,266
    
    
    
    553,045Less allowance for loan losses
    
    
    (5,792
    )
    
    
    (5,535
    )Net loans
    
    
    557,474
    
    
    
    547,510Real estate owned
    
    
    244
    
    
    
    386Investment in FHLB stock
    
    
    3,495
    
    
    
    3,327Premises and equipment, net
    
    
    9,264
    
    
    
    8,854Investment in unconsolidated affiliates
    
    
    968
    
    
    
    614Bank owned life insurance
    
    
    9,146
    
    
    
    8,898Accrued interest receivable and other assets
    
    
    6,013
    
    
    
    5,018Total assets
    
    $
    704,481
    
    
    $
    690,896LIABILITIESDepositsNoninterest-bearing
    
    $
    63,936
    
    
    $
    68,977Interest-bearing
    
    
    485,084
    
    
    
    434,929Total deposits
    
    
    549,020
    
    
    
    503,906Federal funds purchased and other short-term borrowings
    
    
    4,252
    
    
    
    25,610Federal Home Loan Bank advances
    
    
    92,430
    
    
    
    102,925Accrued interest payable and other liabilities
    
    
    716
    
    
    
    2,201Total liabilities
    
    
    646,419
    
    
    
    634,642SHAREHOLDERS EQUITYCommon stock, no par value, 7,500,000 shares authorized,
4,273,395 issued at June 30, 2006 and 4,273,200
issued at December 31, 2005
    
    
    3,780
    
    
    
    3,780Retained earnings
    
    
    66,276
    
    
    
    63,552Treasury stock, at cost, 448,786 and 447,112
shares at June 30, 2006 and December 31, 2005
    
    
    (10,841
    )
    
    
    (10,506
    )Accumulated other comprehensive loss
    
    
    (1,153
    )
    
    
    (572
    )Total shareholders equity
    
    
    58,062
    
    
    
    56,254Total liabilities and shareholders equity
    
    $
    704,481
    
    
    $
    690,896




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Interest and dividend incomeLoans
    
    $
    9,934
    
    
    $
    7,836
    
    
    $
    19,360
    
    
    $
    15,053Taxable securities
    
    
    881
    
    
    
    820
    
    
    
    1,735
    
    
    
    1,528Tax-exempt securities
    
    
    238
    
    
    
    188
    
    
    
    470
    
    
    
    372Federal funds sold and other
    
    
    36
    
    
    
    2
    
    
    
    68
    
    
    
    3Total interest income
    
    
    11,089
    
    
    
    8,846
    
    
    
    21,633
    
    
    
    16,956Interest expenseDeposits
    
    
    4,241
    
    
    
    2,178
    
    
    
    7,887
    
    
    
    3,997Borrowings
    
    
    999
    
    
    
    974
    
    
    
    2,074
    
    
    
    1,822Total interest expense
    
    
    5,240
    
    
    
    3,152
    
    
    
    9,961
    
    
    
    5,819Net interest income
    
    
    5,849
    
    
    
    5,694
    
    
    
    11,672
    
    
    
    11,137Provision for loan losses
    
    
    420
    
    
    
    520
    
    
    
    980
    
    
    
    990Net interest income after provision for
loan losses
    
    
    5,429
    
    
    
    5,174
    
    
    
    10,692
    
    
    
    10,147Noninterest incomeService charges on deposit accounts
    
    
    670
    
    
    
    634
    
    
    
    1,298
    
    
    
    1,205Trust department income
    
    
    192
    
    
    
    187
    
    
    
    410
    
    
    
    352Net loss on sale of assets
    
    
    (5
    )
    
    
    (20
    )
    
    
    (10
    )
    
    
    (32
    )Gains on sale of loans
    
    
    123
    
    
    
    122
    
    
    
    175
    
    
    
    171Treasury management fees
    
    
    162
    
    
    
    113
    
    
    
    315
    
    
    
    215Data processing servicing fees
    
    
    85
    
    
    
    76
    
    
    
    168
    
    
    
    148Earnings on bank owned life insurance
    
    
    120
    
    
    
    148
    
    
    
    248
    
    
    
    244Other
    
    
    126
    
    
    
    137
    
    
    
    254
    
    
    
    5621,473
    
    
    
    1,397
    
    
    
    2,858
    
    
    
    2,865Noninterest expenseSalaries and other employee benefits
    
    
    2,294
    
    
    
    2,071
    
    
    
    4,511
    
    
    
    4,283Occupancy and equipment
    
    
    815
    
    
    
    842
    
    
    
    1,603
    
    
    
    1,722Professional services
    
    
    157
    
    
    
    88
    
    
    
    275
    
    
    
    270Advertising
    
    
    98
    
    
    
    121
    
    
    
    192
    
    
    
    207Postage, freight and courier
    
    
    104
    
    
    
    91
    
    
    
    201
    
    
    
    185Supplies
    
    
    42
    
    
    
    60
    
    
    
    128
    
    
    
    125State franchise taxes
    
    
    129
    
    
    
    107
    
    
    
    263
    
    
    
    215Other
    
    
    574
    
    
    
    521
    
    
    
    1,043
    
    
    
    9924,213
    
    
    
    3,901
    
    
    
    8,216
    
    
    
    7,999Income before income taxes
    
    
    2,689
    
    
    
    2,670
    
    
    
    5,334
    
    
    
    5,013Federal income tax expense
    
    
    795
    
    
    
    786
    
    
    
    1,580
    
    
    
    1,494Net income
    
    $
    1,894
    
    
    $
    1,884
    
    
    $
    3,754
    
    
    $
    3,519Basic and diluted earnings
per common share
    
    $
    0.50
    
    
    $
    0.48
    
    
    $
    0.98
    
    
    $
    0.89Dividends per share
    
    $
    0.14
    
    
    $
    0.12
    
    
    $
    0.27
    
    
    $
    0.23




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income
    
    $
    1,894
    
    
    $
    1,884
    
    
    $
    3,754
    
    
    $
    3,519Unrealized losses on securities
available for sale, net of tax benefits
    
    
    (482
    )
    
    
    (332
    )
    
    
    (581
    )
    
    
    (847
    )Comprehensive income
    
    $
    1,412
    
    
    $
    1,552
    
    
    $
    3,173
    
    
    $
    2,672Accumulated other comprehensive loss
    
    $
    (1,153
    )
    
    $
    (97
    )
    
    $
    (1,153
    )
    
    $
    (97
    )




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##### Table of Contents



Six Months EndedJune 30,2006
    
    
    2005Cash flows provided by operating activities
    
    $
    2,904
    
    
    $
    8,194Cash flows used in investing activitiesSecurities available for salePurchases
    
    
    (7,743
    )
    
    
    (15,353
    )Maturities, principal payments and calls
    
    
    5,303
    
    
    
    8,286Sales
    
    
    3,970
    
    
    
    6,528Net change in loans
    
    
    (11,119
    )
    
    
    (42,159
    )Premises and equipment expenditures
    
    
    (887
    )
    
    
    (291
    )Net cash flows used in investing activities
    
    
    (10,476
    )
    
    
    (42,989
    )Cash flows provided by financing activitiesNet change in deposits
    
    
    45,114
    
    
    
    53,888Net change in federal funds purchased and other short-term borrowings
    
    
    (21,358
    )
    
    
    (128
    )Repayment of Federal Home Loan Bank advances
    
    
    (10,494
    )
    
    
    (3,388
    )Purchase of treasury shares, net
    
    
    (328
    )
    
    
    (1,616
    )Cash dividends paid
    
    
    (996
    )
    
    
    (905
    )Net cash provided by financing activities
    
    
    11,938
    
    
    
    47,851Net change in cash and cash equivalents
    
    
    4,366
    
    
    
    13,056Cash and cash equivalents at beginning of period
    
    
    18,069
    
    
    
    11,238Cash and cash equivalents at end of period
    
    $
    22,435
    
    
    $
    24,294Supplemental disclosures of cash flow information:Cash paid during the period forInterest on deposits and borrowings
    
    $
    9,634
    
    
    $
    5,563Cash dividends declared but unpaid
    
    $
    534
    
    
    $
    472
  6




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NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     Earnings per share
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Weighted-average common
shares outstanding (basic)
    
    
    3,814,502
    
    
    
    3,930,024
    
    
    
    3,817,833
    
    
    
    3,932,379Dilutive effect of assumed
exercise of stock options
    
    
    7,400
    
    
    
    1,950
    
    
    
    6,508
    
    
    
    2,490Weighted-average common
shares outstanding (diluted)
    
    
    3,821,902
    
    
    
    3,931,974
    
    
    
    3,824,341
    
    
    
    3,934,869
 7




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##### Table of Contents



Stock option plan
     Three Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30,
    
    
    June 30,2005
    
    
    2005(In thousands, except per share data)NET EARNINGS
    
    As reported
    
    $
    1,884
    
    
    $
    3,519Stock-based compensation, net of tax
    
    
    (3
    )
    
    
    (7
    )Pro-forma
    
    $
    1,881
    
    
    $
    3,512EARNINGS PER SHAREBASIC
    
    As reported
    
    $
    0.48
    
    
    $
    0.89Stock-based compensation, net of tax
    
    
    
    
    
    
    Pro-forma
    
    $
    0.48
    
    
    $
    0.89DILUTED
    
    As reported
    
    $
    0.48
    
    
    $
    0.89Stock-based compensation, net of tax
    
    
    
    
    
    
    Pro-forma
    
    $
    0.48
    
    
    $
    0.89
 8




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##### Table of Contents



Stock option plan (continued
    Six Months EndedJune 30,2006WEIGHTEDWEIGHTED
    
    
    AVERAGEAVERAGE
    
    
    REMAININGEXERCISE
    
    
    CONTRACTUALSHARES
    
    
    PRICE
    
    
    LIFEOutstanding at beginning of year
    
    
    40,687
    
    
    $
    25.30
    
    
    8 yearsGranted
    
    
    34,045
    
    
    
    30.37
    
    
    10 yearsExercised
    
    
    (195
    )
    
    
    30.46Forfeited
    
    
    (1,684
    )
    
    
    25.60Outstanding at end of period
    
    
    72,853
    
    
    $
    27.36
    
    
    9 yearsOptions exercisable at period end
    
    
    10,279
    
    
    $
    24.49Weighted-average fair value of
options granted during the period
    
    
    
    
    
    $
    6.19
 9




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##### Table of Contents



Stock option plan (continued)
 Year EndedDecember 31,2005WEIGHTEDAVERAGEEXERCISESHARES
    
    
    PRICEOutstanding at beginning of year
    
    
    15,105
    
    
    $
    23.40Granted
    
    
    26,219
    
    
    $
    25.74Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (637
    )
    
    $
    23.40Outstanding at end of year
    
    
    40,687
    
    
    $
    25.30Options exercisable at year-end
    
    
    2,894
    
    
    $
    23.40Weighted-average fair value of options granted
during the year
    
    
    
    
    
    $
    4.68
  NUMBER OUTSTANDING
    
    RANGE OF EXERCISE PRICES72,853
    
    $23.40  $30.70
 Newly issued Accounting Standards
 10




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##### Table of Contents




    
    Separately recognize financial assets as servicing assets or servicing entities,
each time it undertakes an obligation to service a financial asset by entering into
certain kinds of servicing contracts;
    
    Initially measure all separately recognized servicing assets and liabilities at fair
value, if practicable, and;
    
    Separately present servicing assets and liabilities subsequently measured at fair
value in the statement of financial position and additional disclosures for all
separately recognized servicing assets and servicing liabilities.
   Application of Critical Accounting Policies
   11




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NOTE 2  SECURITIES
  Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueJune 30, 2006U.S. Government and agency obligations
    
    $
    23,009
    
    
    $
    2
    
    
    $
    (484
    )
    
    $
    22,527State and municipal obligations
    
    
    26,382
    
    
    
    61
    
    
    
    (358
    )
    
    
    26,085Corporate bonds
    
    
    8,485
    
    
    
    51
    
    
    
    (4
    )
    
    
    8,532Mortgage-backed securities
    
    
    37,649
    
    
    
    32
    
    
    
    (1,077
    )
    
    
    36,604Total debt securities
    
    
    95,525
    
    
    
    146
    
    
    
    (1,923
    )
    
    
    93,748Other securities
    
    
    58
    
    
    
    38
    
    
    
    (8
    )
    
    
    88Total
    
    $
    95,583
    
    
    $
    184
    
    
    $
    (1,931
    )
    
    $
    93,836
  (Less than 12 months)
    
    
    (12 months or longer)Estimated
    
    
    Gross
    
    
    
    
    
    
    Estimated
    
    
    Gross
    
    
    
    
    
    
    Estimated
    
    
    TotalDescription of
    
    Number of
    
    
    Fair
    
    
    Unrealized
    
    
    Number of
    
    
    Fair
    
    
    Unrealized
    
    
    Number of
    
    
    Fair
    
    
    UnrealizedSecurities
    
    investments
    
    
    value
    
    
    losses
    
    
    investments
    
    
    value
    
    
    losses
    
    
    investments
    
    
    value
    
    
    lossesU.S. Government and
agency obligations
    
    
    8
    
    
    $
    6,320
    
    
    $
    (65
    )
    
    
    19
    
    
    $
    15,301
    
    
    $
    (419
    )
    
    
    27
    
    
    $
    21,621
    
    
    $
    (484
    )State and municipal
obligations
    
    
    16
    
    
    
    11,452
    
    
    
    (225
    )
    
    
    32
    
    
    
    7,908
    
    
    
    (133
    )
    
    
    48
    
    
    
    19,360
    
    
    
    (358
    )Corporate bonds
    
    
    1
    
    
    
    474
    
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    474
    
    
    
    (4
    )Mortgage-backed and
other securities
    
    
    73
    
    
    
    11,337
    
    
    
    (201
    )
    
    
    62
    
    
    
    22,089
    
    
    
    (884
    )
    
    
    135
    
    
    
    33,426
    
    
    
    (1,085
    )Total temporarily
impaired securities
    
    
    98
    
    
    $
    29,583
    
    
    $
    (495
    )
    
    
    113
    
    
    $
    45,298
    
    
    $
    (1,436
    )
    
    
    211
    
    
    $
    74,881
    
    
    $
    (1,931
    )
   12




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Available for saleAmortized
    
    
    FairCost
    
    
    ValueDue in one year or less
    
    $
    5,780
    
    
    $
    5,737Due from one to five years
    
    
    13,165
    
    
    
    12,887Due from five to ten years
    
    
    17,250
    
    
    
    16,934Due after ten years
    
    
    21,681
    
    
    
    21,586Mortgage-backed and related securities
    
    
    37,649
    
    
    
    36,604Total debt securities
    
    
    95,525
    
    
    
    93,748Other securities
    
    
    58
    
    
    
    88Total
    
    $
    95,583
    
    
    $
    93,836
  NOTE 3  LOANS
  June 30,2006Commercial and industrial
    
    $
    49,517Commercial real estate
    
    
    204,084Residential real estate and home equity
    
    
    202,983Real estate construction and land development
    
    
    51,995Consumer and credit card
    
    
    53,946562,525Add: Net deferred loan origination costs
    
    
    741Total loans receivable
    
    $
    563,266
  13




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##### Table of Contents



NOTE 4  ALLOWANCE FOR LOAN LOSSES
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Balance at beginning of period
    
    $
    5,617
    
    
    $
    5,115
    
    
    $
    5,535
    
    
    $
    4,818Provision for loan losses
    
    
    420
    
    
    
    520
    
    
    
    980
    
    
    
    990Loans charged off
    
    
    (359
    )
    
    
    (321
    )
    
    
    (960
    )
    
    
    (515
    )Recoveries
    
    
    114
    
    
    
    56
    
    
    
    237
    
    
    
    77Balance at end of period
    
    $
    5,792
    
    
    $
    5,370
    
    
    $
    5,792
    
    
    $
    5,370
  June 30,
    
    
    December 31,2006
    
    
    2005Loans past due 90 days or more and still accruing
    
    $
    2,646
    
    
    $
    2,648Nonaccrual loans
    
    
    2,084
    
    
    
    2,185Total
    
    $
    4,730
    
    
    $
    4,833Impaired loans (most of which are included in nonperforming loans above) were as follows:Period-end loans with no allocated allowance for loan losses
    
    $
    
    
    
    $
    Period-end loans with allocated allowance for loan losses
    
    
    2,084
    
    
    
    1,655Total
    
    $
    2,084
    
    
    $
    1,655Amount of the allowance for loan losses allocated
    
    $
    1,047
    
    
    $
    759Average of impaired loans during the period
    
    $
    1,962
    
    
    $
    1,116
 
 Risk Factors
  14




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Managements Discussion and Analysis of Financial Condition and Results of Operations
 INTRODUCTION
  FORWARD-LOOKING STATEMENTS
   ANALYSIS OF FINANCIAL CONDITION
   15




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COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS
ENDED JUNE 30, 2006 AND JUNE 30, 2005
 Net Income.
 Net Interest Income.
  16




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##### Table of Contents



Provision and Allowance for Loan Losses.
  Noninterest Income.
 Noninterest Expense.
 Income Taxes.
 17




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##### Table of Contents



COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX MONTHS
ENDED JUNE 30, 2006 AND JUNE 30, 2005
 Net Income.
 Net Interest Income.
 Provision and Allowance for Loan Losses.
 Noninterest Income.
 Noninterest Expense.
 Income Taxes.
 18




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LIQUIDITY
   CAPITAL RESOURCES
     PAYMENT DUE BY YEARCONCTRACTUAL
    
    
    
    
    
    Less than 1
    
    
    
    
    
    
    
    
    
    
    More thanOBLIGATIONS
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 yearsFHLB advances
    
    $
    92,430
    
    
    $
    10,000
    
    
    $
    12,893
    
    
    $
    12,074
    
    
    $
    57,463Federal funds purchased and
other
short-term borrowings
    
    
    4,252
    
    
    
    4,252Operating lease obligations
    
    
    7,104
    
    
    
    430
    
    
    
    1,378
    
    
    
    1,049
    
    
    
    4,247Loan and line of credit
commitments
    
    
    146,127
    
    
    
    146,127
    
    
    
    
    
    
    
    
    
    
    
    Total Contractual Obligations
    
    $
    249,913
    
    
    $
    160,809
    
    
    $
    14,271
    
    
    $
    13,123
    
    
    $
    61,710
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##### Table of Contents



Quantitative and Qualitative Disclosure About Market Risk
 ASSET AND LIABILITY MANAGEMENT AND MARKET RISK
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##### Table of Contents



Controls and Procedures
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##### Table of Contents



Item 1 
    
    Legal Proceedings:
There are no matters required to be reported under this item.
 Item 2 
    
    Unregistered Sales of Equity Securities and Use of Proceeds:
 ISSUER PURCHASES OF EQUITY SECURITIES
 (d)(c)
    
    Maximum NumberTotal Number of
    
    (or Approximate(a)
    
    
    
    Shares (or Units)
    
    Dollar Value) ofTotal Number of
    
    (b)
    
    Purchased as Part
    
    Shares (or Units) thatShares (or
    
    Average Price
    
    of Publicly
    
    May Yet BeUnits)
    
    Paid per Share
    
    Announced Plans
    
    Purchased Under thePeriod
    
    Purchased
    
    (or Unit)
    
    or Programs(1)
    
    Plans or ProgramsMonth #l
4/1/2006 to
4/30/2006
    
    
    
    
    
    
    
    Month #2
5/1/2006 to
5/31/2006
    
    
    
    
    
    
    
    Month #3
6/1/2006 to
6/30/2006
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    79,644
 
 (1)
    
    On June 17, 2005, the Company announced a repurchase program which authorizes the repurchase
of up to 200,000 of its common shares over a two year period commencing June 16, 2005. Item 3 
    
    Defaults Upon Senior Securities:
There are no matters required to be reported under this item.
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##### Table of Contents



Item 4 -
    
    Submission of Matters to a Vote of Security Holders:At the Annual Meeting of Shareholders held on May 18, 2006, there were 2,913,518
voting shares present in person or by proxy, which represented 76% of the
Corporations outstanding shares of 3,814,414 as of the record date for the meeting.
At the Annual Meeting, one proposal was submitted to the shareholders for a vote. The
shareholders of the Corporation were asked to consider the Corporations nominees for
directors and to elect three (3) directors to serve for a term of three (3) years.
The Corporations nominees for director were: Jeffrey T. Benton, Gary M. Skinner, and
Adam Stevenson, each of whom were elected. The results of shareholder voting are as
follows on these matters:Proposal 1  Election of Directors:
 Director
    
    Votes for
    
    Votes withheldJeffrey T. Benton
    
    
    2,890,871
    
    
    
    22,647Gary M. Skinner
    
    
    2,877,119
    
    
    
    36,399Adam Stevenson
    
    
    2,877,325
    
    
    
    36,193
 Directors continuing in office are: Terry Kramer, Edward Powers, Donald J. Wolf,
Jerome Harmeyer, Vicki J. Lewis, and William R. Oberfield.Item 5 -
    
    Other Information: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 affiliates 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 6 -
    
    Exhibits:Exhibits  The following exhibits are filed as a part of this report:
 Exhibit No.
    
    Exhibit3.1
    
    Amended and Restated
Articles of Incorporation of DCB Financial Corp, incorporated by
reference to the Companys Report on Form 10-Q filed with the
Commission on November 14, 2003.3.2
    
    Amended and Restated Articles of Incorporation of DCB Financial Corp, incorporated by reference to the Companys Report on Form 10-Q filed with the Commission on November 14, 2003.31.1
    
    Certification pursuant to section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification pursuant to section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification pursuant to 18 U.S.C. 1350, as enacted pursuant to section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification pursuant to 18 U.S.C. 1350, as enacted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
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##### Table of Contents



DCB FINANCIAL CORP
(Registrant)Date: August 4, 2006
    
    /s/ Jeffrey Benton(Signature)Jeffrey BentonPresident and Chief Executive OfficerDate: August 4, 2006
    
    /s/ John A. Ustaszewski(Signature)John A. UstaszewskiSenior Vice President and Chief Financial Officer
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EXHIBITNUMBER
    
    DESCRIPTION3.1
    
    Amended and Restated Articles of Incorporation of  DCB Financial Corp, incorporated by reference to the Companys Report on Form 10-Q filed with the Commission on November 14, 2003.3.2
    
    Amended and Restated Articles of Incorporation of DCB Financial Corp, incorporated by reference to the Companys Report on Form 10-Q filed with the Commission on November 14, 2003.31.1
    
    Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification  pursuant to 18 U.S.C. 1350, as enacted Pursuant to section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification  pursuant to 18 U.S.C. 1350, as enacted Pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
 25