UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                         First Defiance Financial Corp.
                         ------------------------------
             (Exact name of registrant as specified in its Charter)


              Ohio                                        34-1803915
 ---------------------------------                    -------------------
 (State or other jurisdiction                          (I.R.S. Employer
 of incorporation or organization)                      Identification No.)

                               601 Clinton Street
                              Defiance, Ohio 43512
                    -----------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                         First Defiance Financial Corp.
                      2001 Stock Option and Incentive Plan
                            (Full title of the plan)

                           William J. Small, President
                         First Defiance Financial Corp.
                               601 Clinton Street
                              Defiance, Ohio 43512
                     ---------------------------------------
                     (Name and address of agent for service)


                                 (419) 782-5015
                                ----------------
          (Telephone number, including area code, of agent for service)



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
  Title of                           Proposed maximum      Proposed maximum      Amount of
securities to       Amount to be      offering price      Aggregate offering   registration
be registered        Registered         per share                price              fee
--------------------------------------------------------------------------------------------
<S>                    <C>                <C>                 <C>                <C>
Common Shares,         343,000            $*                  $5,220,460*        $1,305.12
$.01 par value
</TABLE>


* The offering price of the 343,000 shares, which have been reserved for the
future grant of options, has been determined for the purposes of calculating the
registration fee pursuant to 17 C.F.R. ss.230.457(h) to be $15.22 per share as
of July 19, 2001.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. Incorporation of Documents by Reference.
        ---------------------------------------

     The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31,  2000,  filed with the  Securities  and  Exchange  Commission  (the
Commission) on March 23, 2001, and all other documents filed with the Commission
pursuant  to the  requirements  of  Sections  13(a) or  15(d) of the  Securities
Exchange  Act of 1934  (Exchange  Act)  since  December  31,  2000,  are  hereby
incorporated by reference.

     The description of the Registrant's  common stock contained in Registrant's
Registration  Statement  on  Form  S-1  (File  No.  33-93354),  filed  with  the
Commission on June 9, 1995, is hereby incorporated by reference.

     All documents  which may be filed with the Commission  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall also be deemed to be incorporated  herein by reference
and to be made a part hereof from the date of filing such documents.

ITEM 4. Description of Securities.
        -------------------------

        Not applicable.

ITEM 5. Interests of Named Experts and Counsel.
        --------------------------------------

        None.

ITEM 6. Indemnification of Directors and Officers.
        -----------------------------------------

     A.  Division  (E) of  Section  1701.13  of the Ohio  Revised  Code  governs
indemnification by a corporation and provides as follows:

          (E)(1) A  corporation  may  indemnify or agree to indemnify any person
     who  was  or is a  party  or is  threatened  to be  made  a  party,  to any
     threatened,  pending,  or completed  action,  suit, or proceeding,  whether
     civil, criminal,  administrative, or investigative, other than an action by
     or in the right of the corporation, by reason of the fact that he is or was
     a director,  officer,  employee, or agent of the corporation,  or is or was
     serving at the request of the corporation as a director,  trustee, officer,
     employee, or agent of another corporation,  domestic or foreign,  nonprofit
     or for profit,  partnership,  joint venture,  trust,  or other  enterprise,
     against expenses,  including attorney's fees, judgments, fines, and amounts
     paid in settlement  actually and  reasonably  incurred by him in connection
     with such action,  suit,  or  proceeding if he acted in good faith and in a
     manner he reasonably believed to be in or not opposed to the best interests
     of the corporation,  and with respect to any criminal action or proceeding,
     had  no  reasonable  cause  to  believe  his  conduct  was  unlawful.   The
     termination  of  any  action,  suit,  or  proceeding  by  judgment,  order,
     settlement,  or  conviction,  or  upon a plea  of  nolo  contendere  or its
     equivalent,  shall not, of itself, create a presumption that the person did
     not act in good faith and in a manner he  reasonably  believed  to be in or
     not opposed to the best interests of the

                                       2

<PAGE>

     corporation and, with respect to any criminal action or proceeding,  he had
     reasonable cause to believe that his conduct was unlawful.

          (2) A  corporation  may indemnify or agree to indemnify any person who
     was or is a party or is threatened to be made a party,  to any  threatened,
     pending,  or completed action or suit by or in the right of the corporation
     to procure a judgment  in its favor by reason of the fact that he is or was
     a director,  officer,  employee, or agent of the corporation,  or is or was
     serving at the request of the corporation as a director,  trustee, officer,
     employee or agent of another corporation, domestic or foreign, nonprofit or
     for profit, partnership, joint venture, trust, or other enterprise, against
     expenses,  including  attorney's fees,  actually and reasonably incurred by
     him in connection  with the defense or settlement of such action or suit if
     he acted in good faith and in a manner he  reasonably  believed to be in or
     not  opposed  to the best  interests  of the  corporation,  except  that no
     indemnification shall be made in respect of any of the following:

               (a) Any  claim,  issue,  or  matter  as to which  such  person is
          adjudged to be liable for negligence or misconduct in the  performance
          of his duty to the corporation unless, and only to the extent that the
          court of common  pleas or the court in which  such  action or suit was
          brought  determines upon application that, despite the adjudication of
          liability,  but in view of all the  circumstances  of the  case,  such
          person  is  fairly  and  reasonably  entitled  to  indemnity  for such
          expenses  as the court of common  pleas or such other court shall deem
          proper;

               (b) Any  action  or suit in  which  the only  liability  asserted
          against a director is pursuant to section 1701.95 of the Revised Code.

          (3) To the extent  that a director,  trustee,  officer,  employee,  or
     agent has been  successful  on the  merits or  otherwise  in defense of any
     action, suit, or proceeding referred to in divisions (E)(1) and (2) of this
     section,  or in defense of any claim, issue, or matter therein, he shall be
     indemnified  against  expenses,  including  attorney's  fees,  actually and
     reasonably  incurred  by  him in  connection  with  the  action,  suit,  or
     proceeding.

          (4)  Any  indemnification  under  divisions  (E)(1)  and  (2) of  this
     section,  unless ordered by a court,  shall be made by the corporation only
     as   authorized   in  the   specific   case  upon  a   determination   that
     indemnification of the director,  trustee,  officer,  employee, or agent is
     proper in the circumstances  because he has met the applicable  standard of
     conduct  set  forth  in  divisions  (E)(1)  and (2) of this  section.  Such
     determination shall be made as follows:

                    (a) By a majority  vote of a quorum  consisting of directors
               of the indemnifying  corporation who were not and are not parties
               to or threatened with any such action, suit, or proceeding;

                    (b) If the quorum  described  in division  (E)(4)(a) of this
               section is not  obtainable  or if a majority  vote of a quorum of
               disinterested  directors  so  directs,  in a written  opinion  by
               independent  legal  counsel  other  than an  attorney,  or a firm
               having  associated with it an attorney,  who has been retained by
               or who has performed  services for the  corporation or any person
               to be indemnified within the past five years;

                    (c) By the shareholders; or

                                       3
<PAGE>



                    (d) By the court of common  pleas or the court in which such
               action, suit, or proceeding was brought.

          Any determination  made by the disinterested  directors under division
     (E)(4)(a) or by independent legal Counsel under division  (E)(4)(b) of this
     section  shall be promptly  communicated  to the person who  threatened  or
     brought  the  action  or suit by or in the right of the  corporation  under
     division (E)(2) of this section,  and within ten days after receipt of such
     notification,  such person  shall have the right to  petition  the court of
     common pleas or the court in which action or suit was brought to review the
     reasonableness of such determination.

          (5)(a) Unless at the time of a director's  act or omission that is the
     subject of an action,  suit, or proceeding  referred to in divisions (E)(1)
     and (2) of this section,  the articles or the  regulations of a corporation
     state by specific  reference to this division  that the  provisions of this
     division  do not apply to the  corporation  and unless  the only  liability
     asserted against a director in an action,  suit, or proceeding  referred to
     in divisions  (E)(1) and (2) of this section is pursuant to section 1701.95
     of the Revised Code,  expenses,  including  attorney's fees,  incurred by a
     director in defending the action,  suit, or proceeding shall be paid by the
     corporation  as they are incurred,  in advance of the final  disposition of
     the action,  suit, or proceeding  upon receipt of an  undertaking  by or on
     behalf of the director in which he agrees to do both of the following:

                         (i)  Repay  such  amount  if it is  proved by clear and
                    convincing  evidence  in a court of  competent  jurisdiction
                    that  his  action  or  failure  to  act  involved  an act or
                    omission  undertaken with deliberate  intent to cause injury
                    to the corporation or undertaken with reckless disregard for
                    the best interests of the corporation;

                         (ii)   Reasonably   cooperate   with  the   corporation
                    concerning the action, suit, or proceeding.

                    (b)  Expenses,  including  attorney's  fees,  incurred  by a
               director,  trustee, officer,  employee, or agent in defending any
               action,  suit, or proceeding  referred to in divisions (E)(1) and
               (2) of this section,  may be paid by the  corporation as they are
               incurred,  in advance  of the final  disposition  of the  action,
               suit,  or  proceeding  as  authorized  by  the  directors  in the
               specific case upon receipt of an  undertaking  by or on behalf of
               the director,  trustee, officer, employee, or agent to repay such
               amount, if it ultimately is determined that he is not entitled to
               be indemnified by the corporation.

          (6) The  indemnification  authorized  by  this  section  shall  not be
     exclusive  of, and shall be in  addition  to, any other  rights  granted to
     those seeking  indemnification under the articles of the regulations or any
     agreement,  vote of shareholders or disinterested  directors, or otherwise,
     both as to  action in his  official  capacity  and as to action in  another
     capacity  while holding such office,  and shall continue as to a person who
     has ceased to be a director, trustee, officer, employee, or agent and shall
     inure to the benefit of the heirs, executors,  and administrators of such a
     person.

          (7) A  corporation  may  purchase  and  maintain  insurance or furnish
     similar  protection,  including but not limited to trust funds,  letters of
     credit, or  self-insurance,  on behalf of or for any person who is or was a
     director,  officer,  employee,  or agent of the  corporation,  or is or was
     serving at the request of the corporation as a director,  trustee, officer,
     employee, or agent of another corporation,  domestic or foreign,  nonprofit
     or profit, partnership,  joint venture, trust, or other enterprise, against
     any  liability  asserted  against  him  and  incurred  by him  in any  such
     capacity,  or  arising  out of his  status  as  such,  whether  or not  the
     corporation  would have the power to indemnify

                                       4
<PAGE>

     him against such  liability under this section.  Insurance may be purchased
     from or maintained  with a  person in which the corporation has a financial
     interest.

          (8) The authority of a corporation  to indemnify  persons  pursuant to
     divisions  (E)(1)  and (2) of this  section  does not limit the  payment of
     expenses  as  they  are  incurred,  indemnification,  insurance,  or  other
     protection that may be provided pursuant to divisions (E)(5),  (6), and (7)
     of this section. Divisions (E)(1) and (2) of this section do not create any
     obligation to repay or return payments made by the corporation  pursuant to
     division (E)(5), (6), or (7).

          (9) As used in this division, references to "corporation" includes all
     constituent  corporations  in a  consolidation  or  merger  and  the new or
     surviving  corporation,  so  that  any  person  who is or  was a  director,
     officer, employee, or agent of such a constituent corporation, or is or was
     serving  at the  request of such  constituent  corporation  as a  director,
     trustee,  officer,  employee, or agent of another corporation,  domestic or
     foreign,  nonprofit or for profit,  partnership,  joint venture,  trust, or
     other enterprise,  shall stand in the same position under this section with
     respect to the new or  surviving  corporation  as he would if he had served
     the new or surviving corporation in the same capacity.

                    B. Article VII of the Registrant's Articles of Incorporation
               governs   indemnification  by  the  Registrant  and  provides  as
               follows:

                    The  Corporation  shall indemnify any person who was or is a
               party or is  threatened  to be made a party,  to any  threatened,
               pending, or completed action, suit, or proceeding, whether civil,
               criminal, administrative, or investigative,  including actions by
               or in the  right of the  Corporation,  by reason of the fact that
               such person is or was a director,  officer, employee, or agent of
               the  Corporation,  or is or was  serving  at the  request  of the
               Corporation as a director,  trustee, officer,  employee,  member,
               manager,  or agent of another  corporation,  a limited  liability
               company,  or  a  partnership,  joint  venture,  trust,  or  other
               enterprise,   against   expenses,   including   attorney's  fees,
               judgments,  fines and amounts  paid in  settlement  actually  and
               reasonably  incurred  by such  person  in  connection  with  such
               action,  suit, or proceeding to the full extent permissible under
               Ohio law.

ITEM 7. Exemption from Registration Claimed.
        -----------------------------------

        Not applicable.

ITEM 8. Exhibits.
        ---------

        See the Exhibit Index attached hereto.

ITEM 9. Undertakings.
        ------------

          A. Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
               of the Securities Act of 1933;


                                       5
<PAGE>


                    (ii) To  reflect  in the  prospectus  any  facts  or  events
               arising after the effective  date of the  registration  statement
               (or the most  recent  post-effective  amendment  thereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the  information  set  forth  in the  registration  statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering range may be reflected in the form of a prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement.

                    (iii) To include any  material  information  with respect to
               the  plan  of  distribution  not  previously   disclosed  in  the
               registration statement or any material change to such information
               in the registration statement;


               Provided,  however, That  paragraphs (a)(1)(i) and (a)(1)(ii) of
                this section do not apply if the  registration  statement  is on
               Form S-3, Form S-8 or Form F-3, and the  information  required to
               be included in a post-effective  amendment by those paragraphs is
               contained  in periodic  reports  filed with or  furnished  to the
               Commission  by the  Registrant  pursuant to section 13 or section
               15(d)  of  the  Securities   Exchange  Act  of  1934,   that  are
               incorporated by reference in the registration statement.


               (2) That, for the purpose of determining  any liability under the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
          amendment any of the securities  being  registered which remain unsold
          at the termination of the offering.

     B. The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the


                                       6
<PAGE>

foregoing provisions,  or otherwise, the Registrant has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  Registrant of expenses  incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the Registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                       7

<PAGE>


                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Defiance, State of Ohio, on July 23, 2001.


                                                 FIRST DEFIANCE FINANCIAL CORP.


                                                 By: /s/ William J. Small
                                                     ---------------------------
                                                     William J. Small, President


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


        Signature                  Title                                Date


/s/ William J. Small               Director, Chairman,             July 23, 2001
--------------------------
William J. Small                   President and Chief
                                   Executive Officer

/s/ Don C. Van Brackel             Director and Vice Chairman      July 23, 2001
--------------------------
Don C. Van Brackel


/s/ Peter A. Diehl                 Director                        July 23, 2001
--------------------------
Peter A. Diehl


/s/ Gerald W. Monnin               Director                        July 23, 2001
--------------------------
Gerald W. Monnin


/s/ Marvin J. Ludwig               Director                        July 23, 2001
--------------------------
Marvin J. Ludwig


/s/ John U. Fauster, III           Director                        July 23, 2001
--------------------------
John U. Fauster, III


/s/ Stephen L. Boomer              Director                        July 23, 2001
--------------------------
Stephen L. Boomer



                                       8
<PAGE>






/s/ Douglas A. Burgei              Director                        July 23, 2001
--------------------------
Douglas A. Burgei


/s/ Thomas A. Voigt                Director                        July 23, 2001
--------------------------
Thomas A. Voigt


/s/ John C. Wahl                   Executive Vice President,       July 23, 2001
--------------------------         Chief Financial Officer
John C. Wahl                       and Treasurer





                                       9
<PAGE>


<TABLE>
<CAPTION>
                                     EXHIBIT INDEX
                                     -------------


Exhibit No.     Description                                            Location
-----------     -----------                                            --------
 <S>            <C>                                                    <C>
 4.1            First Defiance Financial Corp.                         Included herewith.
                2001 Stock Option and Incentive Plan

 4.2            Articles of Incorporation                              Incorporated herein by reference to
                                                                       Exhibit 3.1 in the Registrant's
                                                                       Form S-1 (File No. 33-93354).

 4.3            Code of Regulations                                    Incorporated herein by reference to
                                                                       Exhibit 3.2 in the Registrant's
                                                                       Form S-1 (File No. 33-93354).

 5              Opinion of Vorys, Sater, Seymour and Pease LLP         Included herewith.
                as to legality
 23.1           Consent of Ernst & Young LLP                           Included herewith.

 23.2           Consent of Vorys, Sater, Seymour and Pease LLP         Included herewith in Exhibit 5.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "form-s8_39986.txt", "secsgml_size_bytes": 26686}]
{"company-data": {"conformed-name": "FIRST DEFIANCE FINANCIAL CORP", "cik": "0000946647", "assigned-sic": "6035", "irs-number": "341803915", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65740", "film-number": "1686999"}, "business-address": {"street1": "601 CLINTON ST", "city": "DEFIANCE", "state": "OH", "zip": "43512", "phone": "4107825015"}, "mail-address": {"street1": "601 CLINTON ST", "city": "DEFIANCE", "state": "OH", "zip": "43512"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         First Defiance Financial Corp.
                         ------------------------------
             (Exact name of registrant as specified in its Charter)

              Ohio                                        34-1803915
 ---------------------------------                    -------------------
 (State or other jurisdiction                          (I.R.S. Employer
 of incorporation or organization)                      Identification No.)

                               601 Clinton Street
                              Defiance, Ohio 43512
                    -----------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                         First Defiance Financial Corp.
                      2001 Stock Option and Incentive Plan
                            (Full title of the plan)

                           William J. Small, President
                         First Defiance Financial Corp.
                               601 Clinton Street
                              Defiance, Ohio 43512
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (419) 782-5015
                                ----------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of                           Proposed maximum      Proposed maximum      Amount of
securities to       Amount to be      offering price      Aggregate offering   registration
be registered        Registered         per share                price              fee
--------------------------------------------------------------------------------------------
Common Shares,         343,000            $*                  $5,220,460*        $1,305.12
$.01 par value
* The offering price of the 343,000 shares, which have been reserved for the
future grant of options, has been determined for the purposes of calculating the
registration fee pursuant to 17 C.F.R. ss.230.457(h) to be $15.22 per share as
of July 19, 2001.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.
        ---------------------------------------

     The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31,  2000,  filed with the  Securities  and  Exchange  Commission  (the
Commission) on March 23, 2001, and all other documents filed with the Commission
pursuant  to the  requirements  of  Sections  13(a) or  15(d) of the  Securities
Exchange  Act of 1934  (Exchange  Act)  since  December  31,  2000,  are  hereby
incorporated by reference.

     The description of the Registrant's  common stock contained in Registrant's
Registration  Statement  on  Form  S-1  (File  No.  33-93354),  filed  with  the
Commission on June 9, 1995, is hereby incorporated by reference.

     All documents  which may be filed with the Commission  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall also be deemed to be incorporated  herein by reference
and to be made a part hereof from the date of filing such documents.

ITEM 4. Description of Securities.
        -------------------------

        Not applicable.

ITEM 5. Interests of Named Experts and Counsel.
        --------------------------------------

        None.

ITEM 6. Indemnification of Directors and Officers.
        -----------------------------------------

     A.  Division  (E) of  Section  1701.13  of the Ohio  Revised  Code  governs
indemnification by a corporation and provides as follows:

          (E)(1) A  corporation  may  indemnify or agree to indemnify any person
     who  was  or is a  party  or is  threatened  to be  made  a  party,  to any
     threatened,  pending,  or completed  action,  suit, or proceeding,  whether
     civil, criminal,  administrative, or investigative, other than an action by
     or in the right of the corporation, by reason of the fact that he is or was
     a director,  officer,  employee, or agent of the corporation,  or is or was
     serving at the request of the corporation as a director,  trustee, officer,
     employee, or agent of another corporation,  domestic or foreign,  nonprofit
     or for profit,  partnership,  joint venture,  trust,  or other  enterprise,
     against expenses,  including attorney's fees, judgments, fines, and amounts
     paid in settlement  actually and  reasonably  incurred by him in connection
     with such action,  suit,  or  proceeding if he acted in good faith and in a
     manner he reasonably believed to be in or not opposed to the best interests
     of the corporation,  and with respect to any criminal action or proceeding,
     had  no  reasonable  cause  to  believe  his  conduct  was  unlawful.   The
     termination  of  any  action,  suit,  or  proceeding  by  judgment,  order,
     settlement,  or  conviction,  or  upon a plea  of  nolo  contendere  or its
     equivalent,  shall not, of itself, create a presumption that the person did
     not act in good faith and in a manner he  reasonably  believed  to be in or
     not opposed to the best interests of the

                                       2
corporation and, with respect to any criminal action or proceeding,  he had
     reasonable cause to believe that his conduct was unlawful.

          (2) A  corporation  may indemnify or agree to indemnify any person who
     was or is a party or is threatened to be made a party,  to any  threatened,
     pending,  or completed action or suit by or in the right of the corporation
     to procure a judgment  in its favor by reason of the fact that he is or was
     a director,  officer,  employee, or agent of the corporation,  or is or was
     serving at the request of the corporation as a director,  trustee, officer,
     employee or agent of another corporation, domestic or foreign, nonprofit or
     for profit, partnership, joint venture, trust, or other enterprise, against
     expenses,  including  attorney's fees,  actually and reasonably incurred by
     him in connection  with the defense or settlement of such action or suit if
     he acted in good faith and in a manner he  reasonably  believed to be in or
     not  opposed  to the best  interests  of the  corporation,  except  that no
     indemnification shall be made in respect of any of the following:

               (a) Any  claim,  issue,  or  matter  as to which  such  person is
          adjudged to be liable for negligence or misconduct in the  performance
          of his duty to the corporation unless, and only to the extent that the
          court of common  pleas or the court in which  such  action or suit was
          brought  determines upon application that, despite the adjudication of
          liability,  but in view of all the  circumstances  of the  case,  such
          person  is  fairly  and  reasonably  entitled  to  indemnity  for such
          expenses  as the court of common  pleas or such other court shall deem
          proper;

               (b) Any  action  or suit in  which  the only  liability  asserted
          against a director is pursuant to section 1701.95 of the Revised Code.

          (3) To the extent  that a director,  trustee,  officer,  employee,  or
     agent has been  successful  on the  merits or  otherwise  in defense of any
     action, suit, or proceeding referred to in divisions (E)(1) and (2) of this
     section,  or in defense of any claim, issue, or matter therein, he shall be
     indemnified  against  expenses,  including  attorney's  fees,  actually and
     reasonably  incurred  by  him in  connection  with  the  action,  suit,  or
     proceeding.

          (4)  Any  indemnification  under  divisions  (E)(1)  and  (2) of  this
     section,  unless ordered by a court,  shall be made by the corporation only
     as   authorized   in  the   specific   case  upon  a   determination   that
     indemnification of the director,  trustee,  officer,  employee, or agent is
     proper in the circumstances  because he has met the applicable  standard of
     conduct  set  forth  in  divisions  (E)(1)  and (2) of this  section.  Such
     determination shall be made as follows:

                    (a) By a majority  vote of a quorum  consisting of directors
               of the indemnifying  corporation who were not and are not parties
               to or threatened with any such action, suit, or proceeding;

                    (b) If the quorum  described  in division  (E)(4)(a) of this
               section is not  obtainable  or if a majority  vote of a quorum of
               disinterested  directors  so  directs,  in a written  opinion  by
               independent  legal  counsel  other  than an  attorney,  or a firm
               having  associated with it an attorney,  who has been retained by
               or who has performed  services for the  corporation or any person
               to be indemnified within the past five years;

                    (c) By the shareholders; or

                                       3
(d) By the court of common  pleas or the court in which such
               action, suit, or proceeding was brought.

          Any determination  made by the disinterested  directors under division
     (E)(4)(a) or by independent legal Counsel under division  (E)(4)(b) of this
     section  shall be promptly  communicated  to the person who  threatened  or
     brought  the  action  or suit by or in the right of the  corporation  under
     division (E)(2) of this section,  and within ten days after receipt of such
     notification,  such person  shall have the right to  petition  the court of
     common pleas or the court in which action or suit was brought to review the
     reasonableness of such determination.

          (5)(a) Unless at the time of a director's  act or omission that is the
     subject of an action,  suit, or proceeding  referred to in divisions (E)(1)
     and (2) of this section,  the articles or the  regulations of a corporation
     state by specific  reference to this division  that the  provisions of this
     division  do not apply to the  corporation  and unless  the only  liability
     asserted against a director in an action,  suit, or proceeding  referred to
     in divisions  (E)(1) and (2) of this section is pursuant to section 1701.95
     of the Revised Code,  expenses,  including  attorney's fees,  incurred by a
     director in defending the action,  suit, or proceeding shall be paid by the
     corporation  as they are incurred,  in advance of the final  disposition of
     the action,  suit, or proceeding  upon receipt of an  undertaking  by or on
     behalf of the director in which he agrees to do both of the following:

                         (i)  Repay  such  amount  if it is  proved by clear and
                    convincing  evidence  in a court of  competent  jurisdiction
                    that  his  action  or  failure  to  act  involved  an act or
                    omission  undertaken with deliberate  intent to cause injury
                    to the corporation or undertaken with reckless disregard for
                    the best interests of the corporation;

                         (ii)   Reasonably   cooperate   with  the   corporation
                    concerning the action, suit, or proceeding.

                    (b)  Expenses,  including  attorney's  fees,  incurred  by a
               director,  trustee, officer,  employee, or agent in defending any
               action,  suit, or proceeding  referred to in divisions (E)(1) and
               (2) of this section,  may be paid by the  corporation as they are
               incurred,  in advance  of the final  disposition  of the  action,
               suit,  or  proceeding  as  authorized  by  the  directors  in the
               specific case upon receipt of an  undertaking  by or on behalf of
               the director,  trustee, officer, employee, or agent to repay such
               amount, if it ultimately is determined that he is not entitled to
               be indemnified by the corporation.

          (6) The  indemnification  authorized  by  this  section  shall  not be
     exclusive  of, and shall be in  addition  to, any other  rights  granted to
     those seeking  indemnification under the articles of the regulations or any
     agreement,  vote of shareholders or disinterested  directors, or otherwise,
     both as to  action in his  official  capacity  and as to action in  another
     capacity  while holding such office,  and shall continue as to a person who
     has ceased to be a director, trustee, officer, employee, or agent and shall
     inure to the benefit of the heirs, executors,  and administrators of such a
     person.

          (7) A  corporation  may  purchase  and  maintain  insurance or furnish
     similar  protection,  including but not limited to trust funds,  letters of
     credit, or  self-insurance,  on behalf of or for any person who is or was a
     director,  officer,  employee,  or agent of the  corporation,  or is or was
     serving at the request of the corporation as a director,  trustee, officer,
     employee, or agent of another corporation,  domestic or foreign,  nonprofit
     or profit, partnership,  joint venture, trust, or other enterprise, against
     any  liability  asserted  against  him  and  incurred  by him  in any  such
     capacity,  or  arising  out of his  status  as  such,  whether  or not  the
     corporation  would have the power to indemnify

                                       4
him against such  liability under this section.  Insurance may be purchased
     from or maintained  with a  person in which the corporation has a financial
     interest.

          (8) The authority of a corporation  to indemnify  persons  pursuant to
     divisions  (E)(1)  and (2) of this  section  does not limit the  payment of
     expenses  as  they  are  incurred,  indemnification,  insurance,  or  other
     protection that may be provided pursuant to divisions (E)(5),  (6), and (7)
     of this section. Divisions (E)(1) and (2) of this section do not create any
     obligation to repay or return payments made by the corporation  pursuant to
     division (E)(5), (6), or (7).

          (9) As used in this division, references to "corporation" includes all
     constituent  corporations  in a  consolidation  or  merger  and  the new or
     surviving  corporation,  so  that  any  person  who is or  was a  director,
     officer, employee, or agent of such a constituent corporation, or is or was
     serving  at the  request of such  constituent  corporation  as a  director,
     trustee,  officer,  employee, or agent of another corporation,  domestic or
     foreign,  nonprofit or for profit,  partnership,  joint venture,  trust, or
     other enterprise,  shall stand in the same position under this section with
     respect to the new or  surviving  corporation  as he would if he had served
     the new or surviving corporation in the same capacity.

                    B. Article VII of the Registrant's Articles of Incorporation
               governs   indemnification  by  the  Registrant  and  provides  as
               follows:

                    The  Corporation  shall indemnify any person who was or is a
               party or is  threatened  to be made a party,  to any  threatened,
               pending, or completed action, suit, or proceeding, whether civil,
               criminal, administrative, or investigative,  including actions by
               or in the  right of the  Corporation,  by reason of the fact that
               such person is or was a director,  officer, employee, or agent of
               the  Corporation,  or is or was  serving  at the  request  of the
               Corporation as a director,  trustee, officer,  employee,  member,
               manager,  or agent of another  corporation,  a limited  liability
               company,  or  a  partnership,  joint  venture,  trust,  or  other
               enterprise,   against   expenses,   including   attorney's  fees,
               judgments,  fines and amounts  paid in  settlement  actually  and
               reasonably  incurred  by such  person  in  connection  with  such
               action,  suit, or proceeding to the full extent permissible under
               Ohio law.

ITEM 7. Exemption from Registration Claimed.
        -----------------------------------

        Not applicable.

ITEM 8. Exhibits.
        ---------

        See the Exhibit Index attached hereto.

ITEM 9. Undertakings.
        ------------

          A. Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
               of the Securities Act of 1933;

                                       5
(ii) To  reflect  in the  prospectus  any  facts  or  events
               arising after the effective  date of the  registration  statement
               (or the most  recent  post-effective  amendment  thereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the  information  set  forth  in the  registration  statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering range may be reflected in the form of a prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement.

                    (iii) To include any  material  information  with respect to
               the  plan  of  distribution  not  previously   disclosed  in  the
               registration statement or any material change to such information
               in the registration statement;

               Provided,  however, That  paragraphs (a)(1)(i) and (a)(1)(ii) of
                this section do not apply if the  registration  statement  is on
               Form S-3, Form S-8 or Form F-3, and the  information  required to
               be included in a post-effective  amendment by those paragraphs is
               contained  in periodic  reports  filed with or  furnished  to the
               Commission  by the  Registrant  pursuant to section 13 or section
               15(d)  of  the  Securities   Exchange  Act  of  1934,   that  are
               incorporated by reference in the registration statement.

               (2) That, for the purpose of determining  any liability under the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
          amendment any of the securities  being  registered which remain unsold
          at the termination of the offering.

     B. The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the

                                       6
foregoing provisions,  or otherwise, the Registrant has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  Registrant of expenses  incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the Registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       7
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Defiance, State of Ohio, on July 23, 2001.

                                                 FIRST DEFIANCE FINANCIAL CORP.

                                                 By: /s/ William J. Small
                                                     ---------------------------
                                                     William J. Small, President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

        Signature                  Title                                Date

/s/ William J. Small               Director, Chairman,             July 23, 2001
--------------------------
William J. Small                   President and Chief
                                   Executive Officer

/s/ Don C. Van Brackel             Director and Vice Chairman      July 23, 2001
--------------------------
Don C. Van Brackel

/s/ Peter A. Diehl                 Director                        July 23, 2001
--------------------------
Peter A. Diehl

/s/ Gerald W. Monnin               Director                        July 23, 2001
--------------------------
Gerald W. Monnin

/s/ Marvin J. Ludwig               Director                        July 23, 2001
--------------------------
Marvin J. Ludwig

/s/ John U. Fauster, III           Director                        July 23, 2001
--------------------------
John U. Fauster, III

/s/ Stephen L. Boomer              Director                        July 23, 2001
--------------------------
Stephen L. Boomer

                                       8
/s/ Douglas A. Burgei              Director                        July 23, 2001
--------------------------
Douglas A. Burgei

/s/ Thomas A. Voigt                Director                        July 23, 2001
--------------------------
Thomas A. Voigt

/s/ John C. Wahl                   Executive Vice President,       July 23, 2001
--------------------------         Chief Financial Officer
John C. Wahl                       and Treasurer

                                       9
EXHIBIT INDEX
                                     -------------

Exhibit No.     Description                                            Location
-----------     -----------                                            --------
4.1            First Defiance Financial Corp.                         Included herewith.
                2001 Stock Option and Incentive Plan

 4.2            Articles of Incorporation                              Incorporated herein by reference to
                                                                       Exhibit 3.1 in the Registrant's
                                                                       Form S-1 (File No. 33-93354).

 4.3            Code of Regulations                                    Incorporated herein by reference to
                                                                       Exhibit 3.2 in the Registrant's
                                                                       Form S-1 (File No. 33-93354).

 5              Opinion of Vorys, Sater, Seymour and Pease LLP         Included herewith.
                as to legality
 23.1           Consent of Ernst & Young LLP                           Included herewith.

 23.2           Consent of Vorys, Sater, Seymour and Pease LLP         Included herewith in Exhibit 5.