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U. S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-KSB/A
 ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) of
THE SECURITIES EXCHANGE ACT of 1934
 
 
 HOME CITY FINANCIAL CORPORATION
  Ohio
    
    34-1839475(State or other Jurisdiction
of incorporation or organization)
    
    (IRS Employer
Identification Number)2454 North Limestone Street
    
    45503(Address of principal executive offices)
    
    (zip code)
  not applicable
   o
 YES þ NO o
 þ
  YES o NO þ
   YES o NO þ




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PAGE NUMBERPART  IIIITEM 9.
    
    Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act of the Registrant
    
    
    1ITEM 10.
    
    Executive Compensation
    
    
    3ITEM 11.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    7ITEM 12.
    
    Certain Relationships and Related Transactions
    
    
    8ITEM 13.
    
    Exhibits
    
    
    9ITEM 14.
    
    Principal Accountant Fees and Services
    
    
    9SIGNATURES
    
    
    11INDEX TO EXHIBITSExhibit
    
    24Exhibit
    
    31.1Exhibit
    
    31.2Exhibit
    
    32Powers of AttorneyRule 13-14(A)/15D-14(A) Certification: CEORuel 13-14(A)/15D-14(A) Certification: CFOSection 1350 Certification




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PART III
 
 ITEM 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act of the Registrant
 Directors and Executive Officers
   
    
    Personal qualities and characteristics, accomplishments and reputation in the business community;
    
    Relationships in the communities in which HCFC does business;
    
    Ability and willingness to commit adequate time to Board and committee responsibilities;
    
    The individuals skills and experiences and how they fit with those of other
directors and potential directors and satisfy the needs of HCFC; and
    
    Whether the potential nominees are shareholders of HCFC.
   Director of
    
    Director ofName
    
    Age (1)
    
    Position(s) Held
    
    Home City Since
    
    HCFC SinceGlenn W. Collier
    
    65
    
    Director
    
    2000
    
    2000John D. Conroy
    
    56
    
    Director, Chairman of the Board
    
    1988
    
    1996James M. Foreman
    
    66
    
    Director
    
    1995
    
    1996Terry A. Hoppes
    
    57
    
    Director
    
    1994
    
    1996J. William Stapleton
    
    53
    
    Director, President, CEO and COO
    
    2003
    
    2003
 
 (1)
    
    As of March 31, 2006. 1




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##### Table of Contents



Mr. Collier
 Mr. Conroy
 Mr. Foreman
 Mr. Hoppes
 Mr. Stapleton
 Audit Committee .
 Audit Committee Financial Expert.
  Name
    
    Age (1)
    
    Position(s) HeldCharles A. Mihal
    
    67
    
    Secretary, Treasurer and Chief Financial Officer of HCFC and Home CityDon E. Lynam
    
    52
    
    Executive Vice President of HCFC and Home City
 
 (1)
    
    As of March 31, 2006. 2




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Mr. Mihal
 Mr. Lynam
   Section 16(A) Beneficial Ownership Reporting Compliance
  Code of Ethics
  Director Attendance at Shareholder Meetings
  
 ITEM 10. Executive Compensation
 Directors Compensation
   3




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Executive Officers Compensation
  Summary Compensation Table
 Annual Compensation
    
    Long-Term CompensationName and Principal
    
    
    
    
    
    Salary
    
    Bonus
    
    Restricted Stock
    
    Securities Underlying
    
    All OtherPosition
    
    Year
    
    ($)
    
    ($)
    
    Awards ($)
    
    Options/SARS (#)
    
    CompensationJ. William Stapleton
    
    
    2005
    
    
    $
    160,000
    (1)
    
    $
    15,050
    
    
    $
    22,425
    (2)
    
    
    -0-
    
    
    $
    7,203
    (3)President, Chief
    
    
    2004
    
    
    
    150,000
    (4)
    
    
    20,050
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    37,728
    (5)Executive Officer
    
    
    2003
    
    
    
    101,796
    (6)
    
    
    -0-
    
    
    
    65,000
    (7)
    
    
    25,000
    
    
    
    14,723
    (8)and Chief Operating
Officer
 
 (1)
    
    Includes directors fee of $15,000 paid by Home City. Does not include amounts attributable
to other miscellaneous benefits, including insurance benefits available to all employees and
reimbursement of country club membership dues. The cost to Home City of providing such
benefits to Mr. Stapleton was less than 10% of his cash compensation.(2)
    
    On April 30, 2005, Mr. Stapleton was awarded 1,500 shares pursuant to the RRP. Mr. Stapleton
paid no consideration for such shares. Such shares will be earned and non-forfeitable at the
rate of one-fifth per year on the anniversary of the date of the award, beginning April 30,
2006, assuming continued employment with, or service on the Board of Directors of, Home City.
On April 30, 2005, the market price of the shares awarded to Mr. Stapleton, determined by
reference to the last trade price for HCFCs shares on the Nasdaq SmallCap Market (Nasdaq)
on such date, was $14.95 per share, and the aggregate market value of such shares was $22,425.
At December 31, 2005, the market price of an HCFC share was $15.75, based on the last trade
price reported by Nasdaq, and the aggregate market value of the 1,500 shares not yet earned
was $22,425. In addition, dividends and other distributions on such shares and earnings
thereon will be distributed to Mr. Stapleton according to the vesting schedule.(3)
    
    Consists of a contribution of $7,203 to Mr. Stapletons 401(k) defined contribution plan
account. The allocation of Mr. Stapletons ESOP account as of December 31, 2005 has
not yet been determined.(4)
    
    Includes directors fee of $15,000 paid by Home City. Does not include amounts attributable
to other miscellaneous benefits, including insurance benefits available to all employees and
reimbursement of country club membership dues. The cost to Home City of providing such
benefits to Mr. Stapleton was less than 10% of his cash compensation.  4




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(5)
    
    Consists of a contribution of $5,342 to Mr. Stapletons 401(k) defined contribution plan
account and the $32,386 value of the allocation of Mr. Stapletons ESOP account as of
December 31, 2004.(6)
    
    Includes directors fees of $11,250 paid by Home City. Does not include amounts attributable
to other miscellaneous benefits, including insurance benefits available to all employees and
reimbursement of country club membership dues. The cost to Home City of providing such
benefits to Mr. Stapleton was less than 10% of his cash compensation.(7)
    
    On April 30, 2003, Mr. Stapleton was awarded 5,000 shares pursuant to the RRP. Mr. Stapleton
paid no consideration for such shares. Such shares will be earned and non-forfeitable at the
rate of one-fifth per year on the anniversary of the date of the award, beginning April 30,
2004, assuming continued employment with, or service on the Board of Directors of, Home City.
On April 30, 2003, the market price of the shares awarded to Mr. Stapleton, determined by
reference to the last trade price for HCFCs shares on the Nasdaq SmallCap Market (Nasdaq)
on such date, was $13.00 per share, and the aggregate market value of such shares was $65,000.
At December 31, 2005, the market price of an HCFC share was $15.75, based on the last trade
price reported by Nasdaq, and the aggregate market value of the 3,000 shares not yet earned
was $47,250. In addition, dividends and other distributions on such shares and earnings
thereon will be distributed to Mr. Stapleton according to the vesting schedule.(8)
    
    Consists of the value of the allocation to Mr. Stapletons ESOP account as of December 31,
2003. Employment Agreement
    5




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Stock Option Plan
   Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Values
 Number of Securities
    
    Value of Unexercised In-Shares
    
    
    
    
    
    Underlying Unexercised
    
    The-Money Options/SARs atAcquired on
    
    Value
    
    Options/SARs at 12/31/2005
    
    12/31/2005(1)Name
    
    Exercise (#)
    
    Realized
    
    Exercisable/Unexercisable
    
    Exercisable/UnexercisableJ. William Stapleton
    
    
    0
    
    
    
    0
    
    
    
    10,000/15,000
    
    
    
    $27,500/$41,250
 
 (1)
    
    An option is in-the-money if the fair market value of the underlying stock exceeds the
exercise of the option. The figure represents the value of such options, determined by
multiplying the number of shares subject to unexercised options by the difference between the
exercise price, which for Mr. Stapleton is $13.00 per share, and the fair market value of
HCFCs shares on December 31, 2005, which was $15.75 per share, based on the last trade price
reported by Nasdaq on such date. Recognition and Retention Plan and Trust
  Certain Transactions with Home City
  6




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ITEM 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 Voting Securities And Ownership Of Certain Beneficial Owners And Management
  Amount and Nature of
    
    Percent ofName and Address
    
    Beneficial Ownership
    
    Shares OutstandingFirst Bankers Trust Services,
Inc., TrusteeHome City Financial CorporationEmployee Stock Ownership Plan2321 Kochs LaneQuincy, IL 62301
    
    
    87,873
    (1)
    
    
    10.52
    %
 
 (1)
    
    First Bankers Trust, N.A., holds such shares as the trustee of the ESOP. The trustee has
the power to vote in its discretion the 17,061 shares not yet allocated to participants
accounts and limited dispositive power with respect to all of the shares of the ESOP.  Amount and Nature of
    
    Percent ofName and Address(1)
    
    Beneficial Ownership(2)
    
    Shares OutstandingGlenn W. Collier
    
    
    8,646
    (3)
    
    
    1.03
    %John D. Conroy
    
    
    4,661
    (4)
    
    
    4.15
    %James M. Foreman
    
    
    7,519
    (5)
    
    
    3.29
    %Terry A. Hoppes
    
    
    31,409
    (6)
    
    
    3.76
    %J. William Stapleton
    
    
    38,955
    (7)
    
    
    4.58
    %Don E. Lynam
    
    
    9,727
    (8)
    
    
    1.16
    %Charles A. Mihal
    
    
    9,576
    (9)
    
    
    2.33
    %All directors and executive officers
as a group (7 persons)
    
    
    167,551
    
    
    
    19.52
    %
 
 (1)
    
    Each of the persons listed on this table may be contacted at the address of HCFC.(2)
    
    The beneficial owner has sole voting and dispositive power unless otherwise indicated.
Although all of the shares held in the Home City Financial Corporation Recognition and
Retention Plan Trust (the RRP) are deemed to be held by each of Messrs. Conroy and Collier
as Trustees of the RRP, the shares held in the RRP are counted only once in determining the
total number of shares owned by all directors and executive officers as a group. 7




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(3)
    
    Includes 1,762 shares held by Mr. Collier jointly with his spouse, 3,942 shares that may be
acquired upon the exercise of an option and 2,942 shares held by the RRP, with respect to
which Mr. Collier shares voting power as a Trustee.(4)
    
    Includes 9,522 shares held by Mr. Conroys spouse, with respect to which Mr. Conroy shares
voting and dispositive power, and 2,942 shares held by the RRP, with respect to which Mr.
Conroy shares voting power as a Trustee.(5)
    
    Includes 9,522 shares held by Mr. Foremans spouse, with respect to which Mr. Foreman
shares voting and dispositive power.(6)
    
    Includes 8,678 shares held by Mr. Hoppes spouse, with respect to which Mr. Hoppes shares
voting and dispositive power.(7)
    
    Includes 13,142 shares held by Mr. Stapletons spouse, 15,000 shares that may be acquired
upon the exercise of an option and 2,103 shares allocated to Mr. Stapletons ESOP account and
6,107 shares allocated to Mr. Stapletons spouses ESOP account with respect to which Mr.
Stapleton has voting but not dispositive power.(8)
    
    Includes 400 shares that may be acquired upon the exercise of an option and 5,227 shares
allocated to Mr. Lynams ESOP account, with respect to which Mr. Lynam has voting but not
dispositive power.(9)
    
    Includes 3,542 shares that may be acquired upon the exercise of an option and 5,434 shares
allocated to Mr. Mihals ESOP account, with respect to which Mr. Mihal has voting but not
dispositive power. Equity Compensation Plan Information
 Number of securitiesremaining available forNumber of securities to be
    
    Weighted-average exercise
    
    future issuance underissued upon exercise of
    
    price of outstanding
    
    equity compensation plansoutstanding options,
    
    options, warrants and
    
    (excluding securitiesPlan category
    
    warrants and rights
    
    rights
    
    reflected in column (a)Equity compensation
plans approved by
security holders
    
    
    53,796
    
    
    $
    12.76
    
    
    
    3,212
    (1)Equity compensation
plans not approved
by security holders
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-Total
    
    
    53,796
    
    
    $
    12.76
    
    
    
    3,212
    (1)
 
 (1)
    
    Of the 3,212 shares, 1,916 remain available for awards of options and 1,296 remain
available for awards under the Home City Financial Corporation Recognition and Retention Plan, which may purchase
the shares on the open market rather than from unissued shares of HCFC. 
 ITEM 12. Certain Relationships and Related Transactions
  8




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ITEM 13. Exhibits
 Exhibits3.1
    
    Articles of Incorporation (Incorporated by reference)3.2
    
    Code of Regulations (Incorporated by reference)10.1
    
    Employment Agreement with Mr. Stapleton (Incorporated by reference)10.2
    
    Home City Financial Corporation 1997 Stock Option and Incentive Plan (Incorporated by reference)10.3
    
    Home City Financial Corporation Recognition and Retention Plan and Trust Agreement (Incorporated by reference)10.4
    
    Deferred Compensation Plan (Incorporated by reference)14
    
    Code of Ethics21
    
    Subsidiaries23
    
    Consent of Independent Registered Public Accounting Firm24
    
    Powers of Attorney31.1
    
    Rule 13a-14(a)/15d-14(a) Certification: CEO31.2
    
    Rule 13a-14(a)/15d-14(a) Certification: CFO32
    
    Section 1350 Certification99.1
    
    Safe Harbor Under the Private Securities Litigation Reform Act of 1995
 
 ITEM 14. Principal Accountant Fees and Services
  Year ended
    
    Year endedType of fees
    
    December 31, 2005
    
    December 31, 2004Audit fees(1)
    
    $
    66,725
    
    
    $
    60,725Audit related fees(2)
    
    
    4,270
    
    
    
    3,675Tax fees(3)
    
    
    6,710
    
    
    
    7,100All other fees(4)
    
    
    -0-
    
    
    
    -0-
 
 (1)
    
    Consists of fees for professional services for the audit of HCFCs annual financial
statements and review of financial statements included in HCFCs Forms 10-QSB, and services that
are normally provided in connection with statutory or regulatory filings or engagements.(2)
    
    Consists of fees for consultation concerning financial accounting and reporting standards
related to the performance of the audit or review of HCFCs financial statements and ACH audit.  9




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(3)
    
    Consists of fees for professional services with respect to tax compliance and tax
planning.(4)
    
    Consists of fees for organizational assessment.  10




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SIGNATURES




HOME CITY FINANCIAL CORPORATION/s/ J. William StapletonJ. William Stapleton
President, Chief Executive Officer and
Chief Operating Officer




/s/ Glenn W. Collier*
    
    /s/ John D. Conroy*Glenn W. Collier
    
    John D. ConroyDirector
    
    Chairman of the BoardApril 28, 2006
    
    April 28, 2006Date
    
    Date/s/ James M. Foreman*James M. Foreman
    
    Terry A. HoppesDirector
    
    DirectorApril 28, 2006Date
    
    Date/s/ J. William Stapleton
    
    /s/ Charles A. MihalJ. William Stapleton
    
    Charles A. MihalDirector
    
    Secretary, Treasurer and Chief Financial OfficerPresident, Chief Executive Officer
    
    (and principal accounting officer)and Chief Operating OfficerApril 28, 2006
    
    April 28, 2006Date
    
    Date


*/s/ J. William StapletonJ. William Stapleton
as attorney-in-fact 11




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INDEX TO EXHIBITS
 EXHIBITNUMBER
    
    DESCRIPTION3.1
    
    Articles of Incorporation
    
    Incorporated by
reference to the
Registrants Quarterly
Report on Form 10-QSB
for the Quarter ended
March 31, 1997 (the
March 24, 1997,
10-QSB), Exhibit
3(I).3.2
    
    Code of Regulations of Home
City Financial Corporation
    
    Incorporated by
reference to the
definitive proxy
statement of the
registrant filed on
March 24, 2004,
Exhibit A10.1
    
    Employment Agreement with
Mr. Stapleton
    
    Incorporated by
reference to the
December 31, 2004,
10-KSB, Exhibit 10.210.2
    
    Home City Financial
Corporation 1997 Stock
Option and Incentive Plan
    
    Incorporated by
reference to the
Registrants 1997
Definitive Proxy
Statement dated
September 19, 1997,
Exhibit A10.3
    
    Home City Financial
Corporation Recognition and
Retention Plan and Trust
Agreement
    
    Incorporated by
reference to the
Registrants 1997
Definitive Proxy
Statement dated
September 19, 1997,
Exhibit B10.4
    
    Deferred Compensation Plan
    
    Incorporated by
reference to the
December 31, 2004,
10-KSB, Exhibit 10.5*14
    
    Code of Ethics*21
    
    Subsidiaries*23
    
    Consent of Independent
Registered Public Accounting
Firm24
    
    Powers of Attorney31.1
    
    Rule 13a-14(a)/15d-14(a)
Certification: CEO31.2
    
    Rule 13a-14(a)/15d-14(a)
Certification: CFO32
    
    Section 1350 Certification*99.1
    
    Safe Harbor Under the
Private Securities
Litigation Reform Act of 1995.
 
 *
    
    Previously filed as an exhibit to the Registrants Form 10-KSB for the Fiscal Year Ended
December 31, 2005. 12