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 Identification No.)
   of incorporation or organization)

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


                         First Defiance Financial Corp.
                            Employee Investment 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)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

    Title of                        Proposed maximum   Proposed maximum     Amount of
  securities to      Amount to be   offering price    Aggregate offering   registration
 be registered (1)  Registered (2)   per share (3)        price (3)           fee
------------------ --------------- ----------------- -------------------- -------------
<S>                 <C>             <C>               <C>                  <C>
Common Shares,         50,000            $8.94            $447,000           $118.00
without par value
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  The number of Common Shares registered hereunder shall be deemed to include
     any  additional  shares  issuable  as a result  of any stock  split,  stock
     dividend or other change in the capitalization of the Registrant.

(3)  Pursuant to Rule 457(h),  the  registration  fee is based on the average of
     the bid and asked price as of August 30, 2000.


<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,  1999,  filed with the  Securities  and  Exchange  Commission  (the
Commission) on March 27, 2000, the  Registrant's  Quarterly  Report on Form 10-Q
for the  quarters  ended  March  31,  2000  and  June 30,  2000  filed  with the
Commission on May 15, 2000 and August 14, 2000, respectively,  and all 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 August 14,
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
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

<PAGE>

         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 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:

<PAGE>

                                    (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

                                    (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 c ompetent
                  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.

<PAGE>


                                    (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  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.

<PAGE>

         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  it  offers  or
                  sells   securities,  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;

                  (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

<PAGE>

                           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
                  Act, as amended may be  permitted to  directors,  officers and
                  controlling   persons  of  the  registrant   pursuant  to  the
                  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.


<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 August 31, 2000.

                                      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 as of the dates indicated.

<TABLE>
<CAPTION>

        Signature                                       Title                            Date
        ---------                                       -----                            ----

<S>                                              <C>                                <C>
/s/ William J. Small                             Director, Chairman,                August 31, 2000
----------------------------------------         President and Chief
William J. Small                                 Executive Officer


/s/ Don C. Van Brackel                           Director and Vice Chairman         August 31, 2000
----------------------------------------
Don C. Van Brackel


/s/ Peter A. Diehl                               Director                           August 31, 2000
 ---------------------------------------
Peter A. Diehl


                                                 Director                           __________, 2000
----------------------------------------
Gerald W. Monnin


/s/ Marvin J. Ludwig, Ph.D.                      Director                           August 31, 2000
----------------------------------------
Marvin J. Ludwig, Ph.D.


                                                 Director                           __________, 2000
----------------------------------------
John U. Fauster, III, D.D.S.


/s/ Stephen L. Boomer                            Director                           August 31, 2000
----------------------------------------
Stephen L. Boomer


                                                 Director                           __________, 2000
----------------------------------------
Douglas A. Burger, D.V.M.


                                                 Director                           __________, 2000
----------------------------------------
Thomas A. Voigt


/s/ John C. Wahl                                 Executive Vice President,          August 31, 2000
----------------------------------------         Chief Financial Officer
John C. Wahl                                     and Treasurer
</TABLE>


<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit No.      Description                                 Location
-----------      -----------                                 --------
<S>              <C>                                         <C>
4.1              First Defiance Financial Corp.              Included herewith.
                 Employee Investment 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        Included herewith.
                 Pease LLP as to legality

23.1             Consent of Ernst & Young                    Included herewith.

23.2             Consent of Vorys, Sater, Seymour and        Included herewith in Exhibit 5.
                 Pease LLP
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 29320}]
{"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": "333-45142", "film-number": "716153"}, "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 Identification No.)
   of incorporation or organization)

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

                         First Defiance Financial Corp.
                            Employee Investment 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 (1)  Registered (2)   per share (3)        price (3)           fee
------------------ --------------- ----------------- -------------------- -------------
Common Shares,         50,000            $8.94            $447,000           $118.00
without par value
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  The number of Common Shares registered hereunder shall be deemed to include
     any  additional  shares  issuable  as a result  of any stock  split,  stock
     dividend or other change in the capitalization of the Registrant.

(3)  Pursuant to Rule 457(h),  the  registration  fee is based on the average of
     the bid and asked price as of August 30, 2000.
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,  1999,  filed with the  Securities  and  Exchange  Commission  (the
Commission) on March 27, 2000, the  Registrant's  Quarterly  Report on Form 10-Q
for the  quarters  ended  March  31,  2000  and  June 30,  2000  filed  with the
Commission on May 15, 2000 and August 14, 2000, respectively,  and all 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 August 14,
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
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 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

                                    (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 c ompetent
                  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  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  it  offers  or
                  sells   securities,  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;

                  (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
                  Act, as amended may be  permitted to  directors,  officers and
                  controlling   persons  of  the  registrant   pursuant  to  the
                  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.
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 August 31, 2000.

                                      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 as of the dates indicated.
Signature                                       Title                            Date
        ---------                                       -----                            ----
/s/ William J. Small                             Director, Chairman,                August 31, 2000
----------------------------------------         President and Chief
William J. Small                                 Executive Officer

/s/ Don C. Van Brackel                           Director and Vice Chairman         August 31, 2000
----------------------------------------
Don C. Van Brackel

/s/ Peter A. Diehl                               Director                           August 31, 2000
 ---------------------------------------
Peter A. Diehl

                                                 Director                           __________, 2000
----------------------------------------
Gerald W. Monnin

/s/ Marvin J. Ludwig, Ph.D.                      Director                           August 31, 2000
----------------------------------------
Marvin J. Ludwig, Ph.D.

                                                 Director                           __________, 2000
----------------------------------------
John U. Fauster, III, D.D.S.

/s/ Stephen L. Boomer                            Director                           August 31, 2000
----------------------------------------
Stephen L. Boomer

                                                 Director                           __________, 2000
----------------------------------------
Douglas A. Burger, D.V.M.

                                                 Director                           __________, 2000
----------------------------------------
Thomas A. Voigt

/s/ John C. Wahl                                 Executive Vice President,          August 31, 2000
----------------------------------------         Chief Financial Officer
John C. Wahl                                     and Treasurer
EXHIBIT INDEX
Exhibit No.      Description                                 Location
-----------      -----------                                 --------
4.1              First Defiance Financial Corp.              Included herewith.
                 Employee Investment 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        Included herewith.
                 Pease LLP as to legality

23.1             Consent of Ernst & Young                    Included herewith.

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