Form 10-Q/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
(Amendment No. 1)

(Mark One)

ý
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2006
 
OR

¨  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from ___________to__________

Commission file number 0-26850

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

Ohio
34-1803915
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)
   
601 Clinton Street, Defiance, Ohio
43512
(Address or principal executive office)
(Zip Code)

Registrant's telephone number, including area code: (419) 782-5015

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer ¨
Accelerated filer ý
Non-accelerated filer ¨

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PROCEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ¨Yes ¨ NO

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No ý
 
APPLICABLE ONLY TO CORPORATE ISSUERS

1

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, $.01 Par Value - 7,147,579 shares outstanding at May 8, 2006.


 
2

EXPLANATORY NOTE

This Amendment No. 1 to the registrant’s quarterly report on Form 10-Q for the period ended March 31, 2006 is being filed solely to amend the cover page to include disclosure that the registrant is not a “shell company” as defined in Rule 12b-2 of the Exchange Act. The registrant has also included Exhibits 31.1, 31.2, 32.1 and 32.2, as required by the filing of this amendment. No revisions have been made to the financial statements or any other disclosure contained in the quarterly report on Form 10-Q as originally filed.
 
 
 
 

3


Item 6. Exhibits
 
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
 
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
 
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act



4

FIRST DEFIANCE FINANCIAL CORP.

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.

  First Defiance Financial Corp.
  (Registrant)
     
     
Date: June 19, 2006
By: 
/s/ William J. Small
   
William J. Small
   
Chairman, President and
   
Chief Executive Officer
     
     
Date: June 19, 2006
By: 
/s/ John C. Wahl
   
John C. Wahl
   
Senior Vice President, Chief
   
Financial Officer and
   
Treasurer
 
 
5