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                                 EXHIBIT TO S-4
                             REGISTRATION STATEMENT
                                  EXHIBIT 99.A


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                  {TO BE RETYPED ON THE DELAWARE COUNTY BANK &
                           TRUST COMPANY STATIONERY}


November __, 1996




Dear Fellow Shareholder:

     Enclosed you will find a Notice of Special Meeting of Shareholders and
Proxy Statement.  The Special Meeting will be held on _________, December __,
1996 at ________________________, Delaware, Ohio  43015, at _____ p.m. (local
time).  At this meeting your Directors are asking that you approve the
reorganization of the Bank into a One-Bank Holding Company to be known as DCB
Financial Corp.  The enclosed materials describe in detail the proposed holding
company formation.  We urge you to read it carefully.

     As we previously have reported to you, your Board of Directors has studied
the formation of a holding company for some time and believes that this is the
appropriate time to proceed with this matter.  The formation of a holding
company will give the Bank additional corporate and financial flexibility as a
subsidiary of a registered bank holding company.  Your Board of Directors has
unanimously approved the formation of the holding company and recommends that
shareholders vote in favor of the transaction to form DCB Financial Corp.  Each
of the Directors has agreed to vote their shares in favor of the transaction.
Management will, if necessary, vote its proxies to adjourn the meeting to
insure that the Merger Agreement is approved.

     We look forward to seeing you at the Special Meeting.  Whether or not you
plan to attend the Meeting, please sign, date and return the enclosed Proxy in
the enclosed envelope at your earliest convenience.  The vote of 66 2/3% of all
shareholders is required to approve of the Merger transaction.  Thank you for
your continued loyalty and support.  If you have questions about this
transaction, please feel free to contact me.


Sincerely,



Larry D. Coburn, President