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                                 EXHIBIT TO S-4
                             REGISTRATION STATEMENT
                                  EXHIBIT 99.B


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                    THE DELAWARE COUNTY BANK & TRUST COMPANY
                             41 N. Sandusky Street
                             Delaware, Ohio  43015

              NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD

                               December ___, 1996

TO THE SHAREHOLDERS OF THE DELAWARE COUNTY BANK & TRUST COMPANY:

     You are hereby notified that a special meeting of the shareholders of The
Delaware County Bank & Trust Company (the "Bank") will be held on December ___,
1996 at ___ p.m. (local time), at _______________________ Delaware, Ohio
43015, for the purpose of considering and acting upon the following:

1.   To consider and vote upon the formation of a holding company by the
     adoption of a Merger Agreement (the "Agreement") which provides for the
     merger of Delaware Interim Bank, a subsidiary of DCB Financial Corp., an
     Ohio corporation (the "Company") with and into the Bank under the name and
     charter of The Delaware County Bank & Trust Company with shareholders of
     the Bank receiving three (3) shares of Company stock for each share of
     Bank stock held by them.

2.   TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING
     OR ANY ADJOURNMENT THEREOF.

     The Board of Directors has fixed November ___, 1996 as the record date for
the determination of shareholders entitled to notice of and to vote at the
meeting.


                                        By order of the Board of Directors



                                        Larry D. Coburn, President

     The affirmative vote of the holders of two-thirds (2/3) of the outstanding
common stock of The Delaware County Bank & Trust Company is required for
approval of the Agreement.  Directors of the Bank beneficially owned _____
shares, or ___ percent of the outstanding common stock of the Bank as of
September 30, 1996.

     YOUR VOTE IS IMPORTANT.  EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.  YOU MAY REVOKE YOUR EXECUTED PROXY AT ANY TIME BEFORE IT IS
EXERCISED AT THE SPECIAL MEETING OF SHAREHOLDERS BY NOTIFYING THE CHAIRMAN OF
THE MEETING OR THE SECRETARY OF THE BANK AT, OR PRIOR TO THE MEETING, OF YOUR
INTENTION.  IF YOUR STOCK IS HELD IN MORE THAN ONE (1) NAME, ALL PARTIES MUST
SIGN THE PROXY FORM.