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                                 EXHIBIT TO S-4
                             REGISTRATION STATEMENT
                                   EXHIBIT 24


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                               POWERS OF ATTORNEY

                        DIRECTORS OF DCB FINANCIAL CORP.


     Know all men by these presents that each person whose name is signed below
has made, constituted and appointed, and by this instrument does make,
constitute and appoint Larry D. Coburn his true and lawful attorney with full
power of substitution and resubstitution to affix for him and in his name,
place and stead, as attorney-in-fact, his signature as director or officer, or
both, of DCB Financial Corp., an Ohio corporation (the "Company"), to a
Registration Statement on Form S-4 registering under the Securities Act of
1933, common stock to be issued in connection with the acquisition of The
Delaware County Bank & Trust Company, and to any and all amendments, post
effective amendments and exhibits to that Registration Statement, and to any
and all applications and other documents pertaining thereto, giving and
granting to such attorney-in-fact full power and authority to do and perform
every act and thing whatsoever necessary to be done in the premises, as fully
as he might or could do if personally present, and hereby ratifying and
confirming all that said attorney-in-fact or any such substitute shall lawfully
do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed at Delaware,
Ohio, this 4th day of November, 1996.


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C. William Bonner, Director             Terry M. Kramer, Director


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Merrill L. Kaufman, Director            G. William Parker, Director


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Jerome J. Harmeyer, Director            Thomas T. Porter, Director


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Rodney B. Hurl, Director                Edward Powers, Director


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F. Frances Hutchinson, Director         Gary M. Skinner, Director

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G. Edwin Johnson, Director              William R. Oberfield, Director