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                                                                     Exhibit 3.2

                               DCB FINANCIAL CORP


                              AMENDED AND RESTATED
                               CODE OF REGULATIONS
                                       OF
                               DCB FINANCIAL CORP
                             (ADOPTED JUNE 25, 2003)

                                    ARTICLE 1
                                     Offices

     Section 1. Principal Office. The principal office of the Company shall be
at such place in the County of Delaware, Ohio, as may be designated from time to
time by the Board of Directors.

     Section 2. Other Offices. The Corporation shall also have offices at such
other places without, as well as within, the State of Ohio, as the Board of
Directors may from time to time determine.

                                   ARTICLE II
                            Meetings of Shareholders

     Section 1. Annual Meeting. The annual meeting of the shareholders of this
Corporation for the purpose of fixing or changing the number of directors of the
Corporation, electing directors and transacting such other business as may come
before the meeting, shall be held at such time as may be fixed by the Board of
Directors by resolution from time to time.

     Section 2. Special Meetings. Special meetings of the shareholders may be
called at any time by the Chairman of the Board of Directors, President, or a
majority of the Board of Directors acting with or without a meeting, or by
shareholders owning, in the aggregate, not less than fifty percent (50%) of the
stock of the Corporation.

     Section 3. Place of Meetings. Meetings of shareholders shall be held at the
main office of the Corporation unless the Board of Directors decides that a
meeting shall be held at some other place within or without the State of Ohio
and causes the notices thereof to so state.



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                               DCB FINANCIAL CORP


     Section 4. Notice of Meetings. Unless waived, a written, printed, or
typewritten notice of each annual or special meeting stating the day, hour, and
place and the purpose or purposes thereof shall be served upon or mailed to each
shareholder of record (a) as of the day next preceding the day on which notice
is given or (b) if a record date therefore is duly fixed, of record as of said
date. Notice of such meeting shall be mailed, postage prepaid, at least ten (10)
days prior to the date thereof. If mailed, it shall be directed to a shareholder
at his address as the name appears upon the records of the Corporation.

     Section 5. Waiver of Notice. Any shareholder, either before or after any
meeting, may waive any notice required to be given by law or under these
Regulations; and whenever all of the shareholders entitled to vote shall meet in
person or by proxy and consent to holding a meeting, it shall be valid for all
purposes without call or notice, and at such meeting any action may be taken.

     Section 6. Quorum. A majority of the outstanding capital stock, represented
in person or by proxy, shall constitute a quorum at any meeting of the
shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and a meeting may be held, as adjourned,
without further notice. A majority of the votes cast shall decide every question
or matter submitted to the shareholders at any meeting, unless otherwise
provided by law or by the Articles of Incorporation.

     Section 7. Proxies. Any shareholder of record who is entitled to attend a
shareholders' meeting, or to vote thereat or to assent or give consents in
writing, shall be entitled to be represented at such meetings or to vote thereat
or to assent or give consent in writing, as the case may be, or to exercise any
other of his rights, by proxy or proxies appointed by a writing signed by such
shareholder, which need not be sealed, witnessed or acknowledged.







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