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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-KSB



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(Mark One)

|x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934
|- | -----------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------



For the transition period from  to



Commission file number 000-31673



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OHIO LEGACY CORP

(Name of small business issuer in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|OHIO                                                           |  | 34-1903890                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|305 West Liberty Street, Wooster         |  | 44691     
|(Address of principal executive offices) |  | (Zip Code)



Issuers
telephone number (330) 263-1955



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Securities registered under Section 12(b) of the Exchange Act:



|                                 |  |                                           
|-------------------------------- |  | ------------------------------------------
|Title of each class:             |  | Name of each exchange on which registered:
|Common Shares, without par value |  | NASDAQ SmallCap                           



Securities
registered under Section 12(g) of the Exchange Act:



(Title of class)



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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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  x    No ̈



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  x



The issuers revenues for the year ended
December 31, 2004, were $9,910,870.



At March 15, 2005, the registrant had
2,121,320 Common Shares issued and outstanding and the aggregate market value of the voting shares held by nonaffiliates of the registrant, based on a closing price of $13.00 per share, was approximately $19,495,000.



DOCUMENTS INCORPORATED BY REFERENCE



Part II of Form 10-KSB - Portions of 2004 Annual Report to Shareholders



Part III of Form 10-KSB - Portions of Proxy Statement for the
2005 Annual Meeting of Shareholders



Transitional Small Business Disclosure
Format (check one):    Yes ̈No  x



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PART I



Item 1. Description of Business.



Background



Ohio Legacy Corp (Ohio Legacy) is a bank holding company incorporated in July 1999 under the laws of the State of Ohio. Ohio Legacy has one wholly-owned subsidiary, Ohio Legacy Bank, N.A (Bank). Hereafter, unless
otherwise noted, the Company, us, we, and our refer to Ohio Legacy, together with the Bank.



On October 2, 2000, Ohio Legacy sold 951,500 common shares (2000 Offering) at a price of $10.00 per share, resulting in proceeds of $8,848,710, net of offering costs of
$666,290. Most of the proceeds of the 2000 Offering were used by Ohio Legacy to provide the initial capitalization of the Bank, which occurred on October 3, 2000. At that time, the Bank began operations.



On December 18, 2002, Ohio Legacy issued 1,000,000 common shares (2002 Offering) at a price
of $8.50 per share in a public offering. Proceeds from the 2002 Offering were $7,555,755, net of offering costs of $944,245. In conjunction with the 2002 Offering, Ohio Legacy listed its common shares on the NASDAQ SmallCap Market under the ticker
OLCB. In December 2002, Ohio Legacy contributed $4,080,000 of the proceeds of the 2002 Offering to the Bank as a capital contribution to provide additional lending capacity for the Bank. On January 17, 2003, an additional 150,000 common
shares were issued at $8.50 per share to cover over-allotments in accordance with the terms of the 2002 Offering. Ohio Legacy contributed another $3,000,000 to the Bank as capital.



During the first quarter of 2002, Ohio Legacy created Ohio Legacy Trust I (Trust) for the sole purpose of issuing 8.25% trust preferred
securities. The issuance of the trust preferred securities generated $3,325,000, of which $3,100,000 was infused by Ohio Legacy into the Bank as a capital contribution. Prior to December 31, 2003, the Trust was consolidated with the Company but is
now reported separately as a result of the Companys adoption of a newly issued accounting interpretation. Additional information on the accounting treatment for the Trust is detailed in Note 8 of the Ohio Legacy Corp Annual Report to
Shareholders for the year ended December 31, 2004 (Annual Report), which is filed as Exhibit 13 to this Form 10-KSB.



Products and Services



The Company, through the Banks four offices, provides retail and commercial banking services to its customers, who are located primarily in Holmes, Stark and Wayne
Counties in north east-central Ohio. These products include checking and savings accounts, time deposits, safe deposit box facilities and courier services, commercial loans, real estate mortgage loans, installment and personal loans and night
depository facilities to customers.



In recent years, northeast Ohio has
experienced a greater reduction in workforce employment than the state of Ohio and the United States, in general. However, the three counties in which the Company currently operates have encountered less of a reduction than the region and the state,
overall. Between the first quarter of 2000 and the first quarter of 2003, total employment in the state of Ohio fell by 4.1%. However, Stark county total employment fell by 3.8% and Wayne and Holmes counties were nearly unchanged during the same
period. Wayne and Holmes counties are significantly dependent on agriculture and Stark county is reliant on manufacturing and retail trade. Manufacturing employed 17.0% of the workforce in northeast Ohio, compared to 11.6% for the entire U.S. in
2003. While several corporations in the Companys market areas have announced significant workforce reductions or relocations (e.g., Newell Rubbermaid, Inc., The Timken Company and The Hoover Company), the regions employment environment
has stabilized in 2004 and a number of smaller companies have expanded operations.



Certain risks are involved in granting loans that primarily relate to the borrowers ability and willingness to repay the debt. Before the Bank extends a new loan to a customer, these risks are assessed through a review of the
borrowers past and current credit history, the collateral being used to secure the transaction in case the customer does not repay the debt, the borrowers character and other factors. Once the decision has been made to extend credit, the
Banks responsible credit officer monitors these factors throughout the life of the loan.



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Commercial and Construction Lending Products



Commercial loans are primarily variable rate and include operating lines of credit and term loans made to small businesses based primarily
on their ability to repay the loan from the cash flow of the related businesses. These loans typically are secured by business assets such as equipment, inventory or the business owners principal residence. When the borrower is not an
individual, the Bank generally obtains the personal guarantee of the business owner. As compared to retail lending, which includes residential real estate, personal installment loans and automobile loans, commercial lending entails significant
additional risks. These loans typically involve larger loan balances and are generally dependent on the businesses cash flow and, thus, may be subject to adverse conditions in the general economy or in a specific industry. Management reviews
the borrowers cash flows when deciding whether to grant the credit to evaluate if estimated future cash flows will be adequate to service principal and interest of the new obligation in addition to existing obligations. Commercial loans
comprised 8% of the loan portfolio at December 31, 2004.



Commercial real
estate loans are secured primarily by borrower-occupied business real estate or multifamily residential real estate, such as apartment buildings; and are dependent on the ability of the related business to generate adequate cash flow to service the
debt. These loans primarily carry variable interest rates. Commercial real estate loans generally are originated with a loan-to-value ratio of 80% or less. Management performs much the same analysis when deciding whether to grant a commercial real
estate loan as a commercial loan. Commercial real estate and multifamily real estate loans comprised 34.8% of the loan portfolio at December 31, 2004.



Construction loans are secured by residential and business real estate. The Banks construction lending program is established in a manner to minimize risk of this
type of lending by not making a significant number of loans on speculative projects. While not required to do so contractually, the Bank may finance the permanent loan at the end of the construction phase. Construction loans also are generally made
in amounts of 80% or less of the value of collateral. Construction loans comprised 10% of the loan portfolio at December 31, 2004.



At December 31, 2004, approximately 64%, 16% and 20% of the Banks commercial and construction loan balances were originated in Stark, Holmes and Wayne counties,
respectively.



Retail Lending Products



Residential real estate loans, primarily fixed rate, and home equity lines of credit,
primarily variable rate, are secured by the borrowers residence. These loans are made based on the borrowers ability to make repayment from employment and other income. Management assesses the borrowers ability to repay the debt
through review of credit history and ratings, verification of employment and other income, review of debt-to-income ratios and other measures of repayment ability. The Bank generally makes these loans in amounts of 90% or less of the value of
collateral. An appraisal is obtained from a qualified real estate appraiser for substantially all loans secured by real estate.



Consumer installment loans to individuals include loans secured by automobiles and other consumer assets, including second mortgages on personal residences. Consumer
loans for the purchase of new automobiles generally do not exceed 85% of the purchase price of the car. Loans for used cars generally do not exceed average wholesale or trade-in value as stipulated in a recent auto industry used car price guide.
Overdraft protection loans are unsecured personal lines of credit to individuals of demonstrated good credit character with reasonably assured sources of income and satisfactory credit histories. Consumer loans generally involve more risk than
residential mortgage loans because of the type and nature of collateral and, in certain types of consumer loans, the absence of collateral. Since these loans generally are repaid from ordinary income of an individual or family unit, repayment may be
adversely affected by job loss, divorce, ill health or by general decline in economic conditions. The Bank assesses the borrowers ability to make repayment through a review of credit history, credit ratings, debt-to-income ratios and other
measures.



At December 31, 2004, approximately 27%, 36% and 37% of the
Banks retail lending balances were originated in Stark, Holmes and Wayne counties, respectively. Residential real estate, consumer and home equity loans comprised 47.2% of the total loan portfolio at December 31, 2004.



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Deposit Products



The Bank offers a broad range of deposit products, such as personal and business checking, savings and money market accounts, certificates of deposit and direct-deposit
services. Deposit accounts are tailored to each market area at rates competitive with those offered in Wayne, Stark and Holmes Counties in Ohio and conducive to the Banks asset-liability management goals. All deposit accounts are insured by
the Federal Deposit Insurance Corporation (FDIC) up to the maximum amount permitted by law. The Bank solicits deposit accounts from individuals, businesses, associations, financial institutions and government entities. The Bank is not significantly
affected by seasonal activity or large deposits of any individual depositor. At December 31, 2004, approximately 32%, 12% and 56% of the Banks deposit balances originated in Stark, Holmes and Wayne counties, respectively.



Employees



At December 31, 2004, the Bank employed 52 full-time equivalent employees. The Bank provides a number of benefits to its employees, such as
health, disability and life insurance for all qualified employees. No employee is represented by a union or collective bargaining group. Management considers its employee relations to be good. Ohio Legacy has no employees who are not also employed
by the Bank.



Competition



The Bank operates in a highly competitive industry. In its primary market areas of Stark,
Wayne and Holmes Counties in Ohio, the Bank competes for new deposit accounts and loans with numerous other commercial banks, both large regional banks and smaller community banks, as well as savings and loan associations, credit unions, finance
companies, insurance companies, brokerage firms and investment companies. The ability to generate earnings is impacted in part by interest rates offered on loans and deposits, and by changes in the rates on various securities which comprise the
Banks investment portfolio. The Bank is competitive with respect to the interest rates and loan fees it charges, as well as in the variety of accounts and interest rates it offers to the depositor. The dominant pricing mechanisms on loans are
the Prime interest rate as published in the Wall Street Journal and US Treasury Note rates with three- or five-year maturities. The interest margin in excess of the applicable base rate depends on the overall account relationship and the
creditworthiness of the borrower. Deposit rates are set weekly by management. The Banks primary objective in setting deposit rates is to remain competitive in the market area while maintaining an adequate interest spread (the difference
between the yield earned on interest-earning assets and the rates paid on deposits and borrowed funds) to meet overhead costs and provide a profitable return.



Supervision and Regulation



The Bank is subject to supervision, regulation and periodic examination by the Office of the Comptroller of the Currency (OCC) and Ohio Legacy is supervised by the Board
of Governors of the Federal Reserve System (Federal Reserve Board). Earnings of the Company are affected by state and federal laws and regulations and by policies of various regulatory authorities. These policies include, for example, statutory
maximum lending rates, requirements on maintenance of reserves against deposits, domestic monetary policies of the Federal Reserve Board, United States federal government fiscal policy, international currency regulations and monetary policies,
certain restrictions on banks relationships with the securities business, capital adequacy requirements and liquidity restraints.



Regulation of Ohio Legacy



Bank Holding Company Act. As a bank holding company, Ohio Legacy is subject to regulation under the Bank Holding Company Act of 1956, as amended (BHCA). Under the
BHCA, Ohio Legacy is subject to periodic examination by the Federal Reserve Board and is required to file periodic reports regarding its operations and any additional information that the Federal Reserve Board may require.



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The BHCA generally limits the activities of a bank holding company to banking, managing or controlling banks, furnishing
services to or performing services for its subsidiaries and engaging in any other activities that the Federal Reserve Board has determined to be so closely related to banking or to managing or controlling banks as to be a proper incident to those
activities. In addition, the BHCA requires every bank holding company to obtain the approval of the Federal Reserve Board prior to acquiring substantially all the assets of any bank, acquiring direct or indirect ownership or control of more than 5%
of the voting shares of a bank or merging or consolidating with another bank holding company.



Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act of 2002, contains requirements for public companies in the area of financial disclosure and corporate governance. In accordance with section 302(a) of the
Sarbanes-Oxley Act, written certifications by the Companys Chief Executive Officer and Chief Financial Officer are required. These certifications attest that the Companys quarterly and annual reports filed with the Securities and
Exchange Commission (SEC) do not contain any untrue statement of a material fact.



Gramm-Leach-Bliley Act. In November 1999, the Gramm-Leach-Bliley Act of 1999 (GLBA) went into effect making substantial revisions to statutory restrictions separating banking activities from other financial activities. Under the
GLBA, bank holding companies that are well-capitalized, well-managed and have at least a satisfactory Community Reinvestment Act rating (see below) can elect to become financial holding companies. Financial holding companies and their
subsidiaries may engage in or acquire companies that engage in a broad range of financial services that were not permitted previously, such as insurance underwriting, securities underwriting and distribution, merchant banking and certain other
financial activities as determined by the Federal Reserve Board. Ohio Legacy has not registered as a financial holding company.



The GLBA adopts a system of functional regulation under which the Federal Reserve Board is designated as the umbrella regulator for financial holding companies. However,
financial holding company affiliates are regulated by functional regulators such as the FDIC, the SEC and state insurance regulators, depending on the nature of the business of the financial holding companys affiliates.



The GLBA contains extensive provisions on a customers right to privacy of non-public
personal information. Under these provisions, a financial institution must provide to its customers the institutions policies and procedures regarding the handling of customers non-public personal information. Except in certain cases, an
institution may not provide personal information to unaffiliated third parties unless the institution discloses that such information may be disclosed and the customer is given the opportunity to opt out of such disclosure. Ohio Legacy and the Bank
are also subject to certain state laws that deal with the use and distribution of non-public personal information.



Capital Guidelines. The OCC and the Federal Reserve Board each have adopted risk-based and leverage capital guidelines to evaluate the adequacy of capital of bank
holding companies and state member banks. The guidelines involve a process of assigning various risk weights to different classes of assets, then evaluating the sum of the risk-weighted balance sheet structure against the holding companys
capital base. Failure to meet capital guidelines could subject a banking institution to various penalties, including termination of FDIC deposit insurance. In addition, the OCC and the FDIC may take various corrective actions against any
undercapitalized bank and any bank that fails to submit an acceptable capital restoration plan or fails to implement a plan accepted by the OCC or the FDIC. These powers include, but are not limited to, requiring the institution to be recapitalized,
prohibiting asset growth, restricting interest rates paid, requiring prior approval of capital distributions by any bank holding company that controls the institution, requiring divestiture by the institution of its subsidiaries or by the holding
company of the institution itself, requiring new election of directors, and requiring the dismissal of directors and officers. The Bank had risk-based capital ratios above minimum requirements at December 31, 2004.



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Regulation of the Bank



The Bank is also subject to federal regulation regarding such matters as reserves, limitations on the nature and amount of loans and investments, issuance or
retirement of its securities, limitations on the payment of dividends and other aspects of banking operations.



The Bank is a member of the Federal Reserve System and, because it is a national bank, is regulated by the OCC. Accordingly, the Bank is subject to periodic examinations by the OCC. These examinations are designed
primarily for the protection of the depositors of the Bank and not for its shareholder, Ohio Legacy, or for the shareholders of the Company.



Dividend Restrictions. The Bank is a legal entity separate and distinct from Ohio Legacy, though Ohio Legacy owns 100% of the Bank. Virtually all of Ohio
Legacys revenues will result from dividends paid by the Bank. The Bank is subject to laws and regulations that limit the amount of dividends it can pay. Under OCC regulations, a national bank, such as Ohio Legacy Bank, may not declare a
dividend in excess of its undivided profits, which means that the Bank must recover any start-up losses before it may pay a dividend to Ohio Legacy. Additionally, the Bank may not declare a dividend if the total amount of all dividends declared by
the Bank in any calendar year, including the proposed dividend, exceeds the total of the Banks retained net income of that year to date, combined with its retained net income of the two preceding years. However, such a dividend may be approved
by the OCC in certain circumstances. The Bank may not declare or pay any dividend if, after making the dividend, the Bank would be undercapitalized, as defined in the federal regulations and described above under the heading
Capital Guidelines.



Interstate Banking and Branching.The
Interstate Banking and Branch Efficiency Act of 1995 has eased restrictions on interstate expansion and consolidation of banking operations by, among other things: (a) permitting interstate bank acquisitions regardless of host state laws, (b)
permitting interstate merger of banks unless specific states have opted out of this provision and (c) permitting banks to establish new branches outside the state provided the law of the host state specifically allows interstate bank branching.



FDIC.The FDIC is an independent federal agency that insures the
deposits of federally-insured banks and savings associations up to prescribed limits. The FDIC safeguards the safety and soundness of financial institutions through examinations of insured institutions. The Bank is subject to examination by the FDIC
and the Banks deposits are assessed deposit insurance premiums by the Bank Insurance Fund of the FDIC. Under the FDICs deposit insurance assessment system, the assessment rate for any insured institution may vary according to regulatory
capital levels of the institution and other factors such as supervisory evaluations.



The FDIC is authorized to prohibit any insured institution from engaging in any activity that poses a serious threat to the insurance fund and may initiate enforcement actions against banks. The FDIC may also terminate the deposit insurance
of any institution that has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, order or condition imposed by the FDIC. If deposit insurance is terminated, the
deposits at the institution at the time of termination, less subsequent withdrawals, will continue to be insured for a period from six months to two years, as determined by the FDIC. The Company is not aware of any existing circumstances that could
result in termination of the Banks deposit insurance.



Community
Reinvestment Act.The Community Reinvestment Act (CRA) requires depository institutions to assist in meeting the credit needs of their market areas, including low and moderate-income areas, consistent with safe and sound banking practice. Under
the CRA, each institution is required to adopt a statement for each of its marketing areas describing the depository institutions efforts to assist in its communitys credit needs. Depository institutions are examined periodically for
compliance and assigned ratings. Banking regulators consider these ratings when considering approval of a proposed transaction by an institution.





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USA PATRIOT Act. Title III of the USA PATRIOT Act requires that financial institutions, including the Bank, help
prevent, detect and prosecute international money laundering and the financing of terrorism. The Bank has augmented its systems and procedures to accomplish these goals. The Secretary of the Treasury has proposed additional regulations to further
accomplish these goals that may result in significant additional compliance costs to the Company.



Effects of Government Monetary Policy



The earnings of the Company are affected by general and local economic conditions and by the policies of various governmental regulatory authorities. In particular, the Federal Reserve Board regulates monetary policy, credit conditions and
interest rates that may influence general economic conditions primarily through open market acquisitions or dispositions of United States Government securities, varying the discount rate on member bank borrowings and setting reserve requirements
against member and nonmember bank deposits. The Federal Reserve Boards monetary policies have had a significant effect on the interest income and interest expense of commercial banks, including Ohio Legacy Bank, and are expected to continue to
do so in the future.



Future Regulatory Uncertainty



Federal regulation of bank holding companies and financial institutions changes regularly
and is the subject of constant legislative debate. For example, further regulations may arise from the events of September 11, 2001, such as the USA PATRIOT Act of 2001, which grants law enforcement officials greater powers over financial
institutions to combat terrorism and money laundering. In addition, further regulations may be issued by the SEC pursuant to the Sarbanes-Oxley Act of 2002 that could impact the Companys profitability. As a result of the continuous changes in
legislation related to the financial services industry, the Company cannot forecast how federal regulation of financial institutions may change in the future or its impact on the Companys operations and profitability.



Statistical Disclosures



The following schedules present, for the periods indicated, certain financial and
statistical information of the Company as required under the Securities and Exchange Commissions Industry Guide 3, or a specific reference as to the location of required disclosures included as a part of this Form 10-KSB.





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Industry Guide 3 - Item I. Distribution of Assets, Liabilities and Stockholders Equity; Interest Rates and
Interest Differential



A. & B. Average Balance Sheets and Related
Analysis of Net Interest Earnings



The following table sets forth information
relating to the Companys average balance sheet and reflects the average yield on interest-earning assets and the average cost of interest-bearing liabilities for the periods indicated. These yields and costs are derived by dividing income or
expense by the average balances of interest-earning assets or interest-bearing liabilities for the periods presented.



|                                                                |  |                           |         |                     |      |            |  |      |                           |  |                     |         |            |   |       |  |      |  
|--------------------------------------------------------------- |  | ------------------------- | ------- | ------------------- | ---- | ---------- |  | ---- | ------------------------- |  | ------------------- | ------- | ---------- | - | ----- |  | ---- | -
|                                                                |  | Year ended December 31,   |        
|                                                                |  | 2004                      |         |                     | 2003 |           
|(Dollars in thousands)                                          |  | Averageoutstandingbalance |         | Interestearned/paid |      | Yield/Rate |  |      | Averageoutstandingbalance |  | Interestearned/paid |         | Yield/Rate |  
|Assets                                                          |  |                           |         |                     |      |            |  |      |                           |  |                     |         |            |   |       |  |      |  
|Interest-earning assets:                                        |  |                           |         |                     |      |            |  |      |                           |  |                     |         |            |   |       |  |      |  
|Interest-bearing deposits and federal funds sold                |  | $                         | 6,800   |                     | $    | 101        |  | 1.48 | %                         |  | $                   | 6,869   |            | $ | 76    |  | 1.10 | %
|Securities available for sale                                   |  |                           | 35,897  |                     |      | 1,322      |  | 3.68 |                           |  |                     | 35,924  |            |   | 1,356 |  | 3.78 |  
|Securities held to maturity(1)                                  |  |                           | 163     |                     |      | 6          |  | 5.45 |                           |  |                     |        |            |   |      |  |     |  
|Federal Reserve Bank stock                                      |  |                           | 1,240   |                     |      | 62         |  | 4.96 |                           |  |                     | 623     |            |   | 35    |  | 5.58 |  
|Loans(2)                                                        |  |                           | 125,058 |                     |      | 7,982      |  | 6.37 |                           |  |                     | 91,161  |            |   | 6,330 |  | 6.94 |  
|                                                                |  |                           |         |                     |      |            |  |      |                           |  |                     |         |            |   |       |  |      |  
|Total interest-earning assets                                   |  |                           | 169,158 |                     |      | 9,473      |  | 5.58 |                           |  |                     | 134,577 |            |   | 7,797 |  | 5.79 |  
|                                                                |  |                           |         |                     |      |            |  |      |                           |  |                     |         |            |   |       |  |      |  
|Noninterest-earning assets                                      |  |                           | 6,600   |                     |      |            |  |      |                           |  |                     | 7,369   |            |   |       |  |      |  
|                                                                |  |                           |         |                     |      |            |  |      |                           |  |                     |         |            |   |       |  |      |  
|Total assets                                                    |  | $                         | 175,758 |                     |      |            |  |      |                           |  | $                   | 141,946 |            |   |       |  |      |  
|                                                                |  |                           |         |                     |      |            |  |      |                           |  |                     |         |            |   |       |  |      |  
|Liabilities and Shareholders Equity                            |  |                           |         |                     |      |            |  |      |                           |  |                     |         |            |   |       |  |      |  
|Interest-bearing liabilities:                                   |  |                           |         |                     |      |            |  |      |                           |  |                     |         |            |   |       |  |      |  
|Interest-bearing demand deposits                                |  | $                         | 11,086  |                     |      | 92         |  | 0.83 |                           |  | $                   | 7,781   |            |   | 84    |  | 1.08 |  
|Savings accounts                                                |  |                           | 34,543  |                     |      | 357        |  | 1.03 |                           |  |                     | 38,666  |            |   | 563   |  | 1.46 |  
|Money market accounts                                           |  |                           | 4,721   |                     |      | 69         |  | 1.46 |                           |  |                     | 2,808   |            |   | 23    |  | 0.82 |  
|Certificates of deposit                                         |  |                           | 75,565  |                     |      | 2,309      |  | 3.06 |                           |  |                     | 63,859  |            |   | 2,480 |  | 3.88 |  
|                                                                |  |                           |         |                     |      |            |  |      |                           |  |                     |         |            |   |       |  |      |  
|Total interest-bearing deposits                                 |  |                           | 125,915 |                     |      | 2,827      |  | 2.24 |                           |  |                     | 113,114 |            |   | 3,150 |  | 2.78 |  
|Other borrowings                                                |  |                           | 23,823  |                     |      | 873        |  | 3.66 |                           |  |                     | 6,125   |            |   | 477   |  | 7.80 |  
|                                                                |  |                           |         |                     |      |            |  |      |                           |  |                     |         |            |   |       |  |      |  
|Total interest-bearing liabilities                              |  |                           | 149,738 |                     |      | 3,700      |  | 2.47 |                           |  |                     | 119,239 |            |   | 3,627 |  | 3.04 |  
|                                                                |  |                           |         |                     |      |            |  |      |                           |  |                     |         |            |   |       |  |      |  
|Noninterest-bearing demand deposits                             |  |                           | 8,783   |                     |      |            |  |      |                           |  |                     | 5,749   |            |   |       |  |      |  
|Noninterest-bearing liabilities                                 |  |                           | 896     |                     |      |            |  |      |                           |  |                     | 951     |            |   |       |  |      |  
|                                                                |  |                           |         |                     |      |            |  |      |                           |  |                     |         |            |   |       |  |      |  
|Total liabilities                                               |  |                           | 159,417 |                     |      |            |  |      |                           |  |                     | 125,939 |            |   |       |  |      |  
|Shareholders equity                                            |  |                           | 16,341  |                     |      |            |  |      |                           |  |                     | 16,007  |            |   |       |  |      |  
|                                                                |  |                           |         |                     |      |            |  |      |                           |  |                     |         |            |   |       |  |      |  
|Total liabilities and shareholders equity                      |  | $                         | 175,758 |                     |      |            |  |      |                           |  | $                   | 141,946 |            |   |       |  |      |  
|                                                                |  |                           |         |                     |      |            |  |      |                           |  |                     |         |            |   |       |  |      |  
|Net interest income; interest-rate spread(3)                    |  |                           |         |                     | $    | 5,773      |  | 3.11 | %                         |  |                     |         |            | $ | 4,170 |  | 2.75 | %
|                                                                |  |                           |         |                     |      |            |  |      |                           |  |                     |         |            |   |       |  |      |  
|Net earning assets                                              |  | $                         | 19,420  |                     |      |            |  |      |                           |  | $                   | 15,338  |            |   |       |  |      |  
|                                                                |  |                           |         |                     |      |            |  |      |                           |  |                     |         |            |   |       |  |      |  
|Net interest margin(4)                                          |  |                           |         |                     |      |            |  | 3.41 | %                         |  |                     |         |            |   |       |  | 3.10 | %
|Average interest-earning assets to interest-bearing liabilities |  |                           | 1.13x   |                     |      |            |  |      |                           |  |                     | 1.13x   |            |   |       |  |      |  
|                                                                |  |                           |         |                     |      |            |  |      |                           |  |                     |         |            |   |       |  |      |  

---

|(1) | Yield calculated on a taxable-equivalent basis.
|--- | -----------------------------------------------

|(2) | Net of net deferred loan fees and costs and loans in process. Nonaccrual loans are included in noninterest-earning assets
|--- | -------------------------------------------------------------------------------------------------------------------------

|(3) | Interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

|(4) | Net interest margin represents net interest income divided by average interest-earning assets.
|--- | ----------------------------------------------------------------------------------------------



- 8 -



---

C. Interest Differential



The table below describes the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities have affected
the Companys interest income and interest expense during the years indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in volume (change in
balances multiplied by prior year rate), (2) changes in rate (change in rates multiplied by prior year balance) and (3) total changes in rate and volume. The combined effects of changes in both volume and rate, which are not separately identified,
have been allocated proportionately to the change due to volume and the change due to rate.



|                                                 |  |                            |       |   |                            |   |        |       |  |   |        |   |  |      |       |   |       |   |      |   |  |   |       |  
|------------------------------------------------ |  | -------------------------- | ----- | - | -------------------------- | - | ------ | ----- |  | - | ------ | - |  | ---- | ----- | - | ----- | - | ---- | - |  | - | ----- | -
|                                                 |  | Year ended December 31,    |      
|                                                 |  | 2004 vs. 2003              |       |   | 2003 vs. 2002              |  
|                                                 |  | Increase (Decrease) due to |       |   | Increase (Decrease) due to |  
|(Dollars in thousands)                           |  | Volume                     |       |   | Rate                       |   |        | Total |  |   | Volume |   |  | Rate |       |   | Total |  
|Change in interest income attributable to:       |  |                            |       |   |                            |   |        |       |  |   |        |   |  |      |       |   |       |   |      |   |  |   |       |  
|Interest-bearing deposits and federal funds sold |  | $                          | (1    | ) |                            | $ | 26     |       |  | $ | 25     |   |  | $    | (3    | ) |       | $ | (32  | ) |  | $ | (35   | )
|Securities available for sale                    |  |                            | (1    | ) |                            |   | (33    | )     |  |   | (34    | ) |  |      | 306   |   |       |   | (361 | ) |  |   | (55   | )
|Securities held to maturity                      |  |                            | 6     |   |                            |   |       |       |  |   | 6      |   |  |      |      |   |       |   |     |   |  |   |      |  
|Federal agency stock                             |  |                            | 31    |   |                            |   | (4     | )     |  |   | 27     |   |  |      | 20    |   |       |   | (1   | ) |  |   | 19    |  
|Loans                                            |  |                            | 2,197 |   |                            |   | (545   | )     |  |   | 1,652  |   |  |      | 1,546 |   |       |   | (251 | ) |  |   | 1,295 |  
|                                                 |  |                            |       |   |                            |   |        |       |  |   |        |   |  |      |       |   |       |   |      |   |  |   |       |  
|Total assets                                     |  | $                          | 2,232 |   |                            | $ | (556   | )     |  | $ | 1,676  |   |  | $    | 1,869 |   |       | $ | (645 | ) |  | $ | 1,224 |  
|                                                 |  |                            |       |   |                            |   |        |       |  |   |        |   |  |      |       |   |       |   |      |   |  |   |       |  
|Change in interest expense attributable to:      |  |                            |       |   |                            |   |        |       |  |   |        |   |  |      |       |   |       |   |      |   |  |   |       |  
|Interest-bearing demand deposits                 |  | $                          | 30    |   |                            |   | (22    | )     |  | $ | 8      |   |  | $    | 33    |   |       |   | (58  | ) |  | $ | (25   | )
|Savings accounts                                 |  |                            | (55   | ) |                            |   | (151   | )     |  |   | (206   | ) |  |      | 124   |   |       |   | (512 | ) |  |   | (388  | )
|Money market accounts                            |  |                            | 21    |   |                            |   | 25     |       |  |   | 46     |   |  |      | (14   | ) |       |   | (22  | ) |  |   | (36   | )
|Certificates of deposit                          |  |                            | 410   |   |                            |   | (581   | )     |  |   | (171   | ) |  |      | 422   |   |       |   | (299 | ) |  |   | 123   |  
|Other borrowings                                 |  |                            | 769   |   |                            |   | (373   | )     |  |   | 396    |   |  |      | 211   |   |       |   | (86  | ) |  |   | 125   |  
|                                                 |  |                            |       |   |                            |   |        |       |  |   |        |   |  |      |       |   |       |   |      |   |  |   |       |  
|Total interest-bearing liabilities               |  | $                          | 1,175 |   |                            | $ | (1,102 | )     |  | $ | 73     |   |  | $    | 776   |   |       | $ | (977 | ) |  | $ | (201  | )
|                                                 |  |                            |       |   |                            |   |        |       |  |   |        |   |  |      |       |   |       |   |      |   |  |   |       |  
|Change in net interest income                    |  |                            |       |   |                            |   |        |       |  | $ | 1,603  |   |  |      |       |   |       |   |      |   |  | $ | 1,425 |  
|                                                 |  |                            |       |   |                            |   |        |       |  |   |        |   |  |      |       |   |       |   |      |   |  |   |       |  



Industry Guide 3 - Item II.
Investment Portfolio



|A. | This information is contained in the Annual Report, which is filed as Exhibit 13, under Note 2 to the Consolidated Financial Statements on page 11 and is incorporated in this
document by reference.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|B. | This information is contained in the Annual Report, which is filed as Exhibit 13, under Note 2 to the Consolidated Financial Statements on page 11 and is incorporated in this
document by reference. Equity securities consist of Federal Home Loan Bank and Federal Reserve Bank stock that bears no stated maturity or yield and is not included in this analysis.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|C. | Excluding holdings of U.S. Government-sponsored enterprises, there were no investments in securities of any one issuer exceeding 10% of the Companys consolidated
shareholders equity at December 31, 2004.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Industry
Guide 3 - Item III. Loan Portfolio



|A. | Types of Loans
|-- | --------------



This information is contained in the Annual Report, which is filed as Exhibit 13 under Note 3 to the Consolidated Financial Statements on page 13 and is
incorporated in this document by reference.



- 9 -



---

|B. | Maturities and Sensitivities of Loans to Changes in Interest Rates
|-- | ------------------------------------------------------------------



The following is a schedule of maturities of loans based on contractual terms and assuming no amortization or prepayments, excluding residential real
estate and consumer loans, as of December 31, 2004:



|                                    |  |                 |       |                            |   |                 |  |       |     |  |   |       
|----------------------------------- |  | --------------- | ----- | -------------------------- | - | --------------- |  | ----- | --- |  | - | ------
|                                    |  | Maturing       
|(Dollars in thousands)              |  | One yearor less |       | After onethroughfive years |   | After fiveyears |  | Total
|Fixed rate:                         |  |                 |       |                            |   |                 |  |       |     |  |   |       
|Commercial                          |  | $               | 1,352 |                            | $ | 1,473           |  | $     | 289 |  | $ | 3,114 
|Commercial real estate              |  |                 | 472   |                            |   | 45              |  |       |    |  |   | 517   
|Real estate construction            |  |                 | 122   |                            |   | 1,666           |  |       |    |  |   | 1,788 
|                                    |  |                 |       |                            |   |                 |  |       |     |  |   |       
|Total fixed rate                    |  | $               | 1,946 |                            | $ | 3,184           |  | $     | 289 |  | $ | 5,419 
|                                    |  |                 |       |                            |   |                 |  |       |     |  |   |       
|Variable rate:                      |  |                 |       |                            |   |                 |  |       |     |  |   |       
|Commercial                          |  | $               | 3,070 |                            | $ | 4,225           |  | $     | 301 |  | $ | 7,596 
|Commercial real estate              |  |                 | 921   |                            |   | 34,927          |  |       |    |  |   | 35,848
|Multifamily residential real estate |  |                 | 183   |                            |   | 9,965           |  |       |    |  |   | 10,148
|Real estate construction            |  |                 | 2,621 |                            |   | 8,880           |  |       | 26  |  |   | 11,527
|                                    |  |                 |       |                            |   |                 |  |       |     |  |   |       
|Total variable rate                 |  | $               | 6,795 |                            | $ | 57,997          |  | $     | 327 |  | $ | 65,119
|                                    |  |                 |       |                            |   |                 |  |       |     |  |   |       



|C. | Risk Elements
|-- | -------------



| | 1. | Nonaccrual, Past Due and Restructured Loans - This information is contained in the Annual Report, which is filed as Exhibit 13, under Note 3 to the Consolidated Financial Statements
on page 13 and is incorporated in this document by reference.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The policy for placing loans on nonaccrual status is to cease accruing interest on loans when management believes that collection of interest is doubtful or when loans are past due as to principal and interest 90 days
or more, except that in certain circumstances interest accruals are continued on loans deemed by management to be fully collectible. In such cases, loans are evaluated individually in order to determine whether to continue income recognition after
90 days beyond the due dates. When loans are placed on nonaccrual, any accrued interest that will not be collected is charged against interest income.



When analysis of a borrowers operating results and financial condition indicates the borrowers underlying cash flows are not adequate to meet
debt service requirements, the loan is evaluated for impairment. Smaller-balance homogeneous loans are evaluated for impairment in total. These loans include residential first mortgage and construction loans secured by one- to four-family
residences, consumer, credit card and home equity loans. Commercial, agricultural and commercial real estate loans are evaluated individually for impairment. In addition, loans held for sale and leases are excluded from consideration of impairment.



Loans individually considered impaired are carried at (a) the
present value of expected cash flows, discounted at the loans effective interest rate, or (b) at fair value of collateral, if the loan is collateral dependent. A portion of the allowance for loan losses is allocated to impaired loans. Impaired
loans, or portions thereof, are charged off when deemed uncollectible.



| | 2. | Potential Problem Loans - At December 31, 2004, no loans were identified that management had serious doubts about the borrowers ability to comply with present loan repayment
terms and that are not included above in Industry Guide 3 - Item III.C.1.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



- 10 -



---

| | 3. | Foreign Outstandings - There were no foreign loans outstanding during any period presented.
| | -- | -------------------------------------------------------------------------------------------



| | 4. | Loan Concentrations - At December 31, 2004, approximately $17,064,000 of loans were made to individuals or companies involved in the rental of residential real estate. This
concentration accounts for 12.8% of total loans at that date. Loans to individuals or companies involved in the leasing of commercial real estate total $15,220,000, or 11.4% of total loans at December 31, 2004.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|D. | Other Interest-bearing Assets - At December 31, 2004, there were no other interest-bearing assets required to be disclosed under Industry Guide 3 - Item III.C.1. or 2 if such assets
were loans.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Industry Guide 3 - Item IV. Summary of
Loan Loss Experience



|A. | Analysis of the Allowance for Loan Losses
|-- | -----------------------------------------



Activity in the allowance for loan losses for the year ended December 31 was as follows:



|                                       |  |      |           |   |      |   |           |  
|-------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|                                       |  | 2004 |           |   | 2003 |  
|Balance, January 1                     |  | $    | 1,121,913 |   |      | $ | 837,210   |  
|Provision for loan losses              |  |      | 306,000   |   |      |   | 418,250   |  
|Loans charged-off:                     |  |      |           |   |      |   |           |  
|Residential real estate                |  |      | (21,751   | ) |      |   | (70,997   | )
|Commercial                             |  |      | (78,461   | ) |      |   | (20,401   | )
|Consumer and home equity               |  |      | (69,161   | ) |      |   | (45,714   | )
|                                       |  |      |           |   |      |   |           |  
|Total loans charged-off                |  |      | (169,373  | ) |      |   | (137,112  | )
|Recoveries, consumer and home equity   |  |      | 5,115     |   |      |   | 3,565     |  
|                                       |  |      |           |   |      |   |           |  
|Balance, December 31                   |  | $    | 1,263,655 |   |      | $ | 1,121,913 |  
|                                       |  |      |           |   |      |   |           |  
|Balance as a percentage of total loans |  |      | 0.95      | % |      |   | 1.02      | %
|                                       |  |      |           |   |      |   |           |  



The allowance for
loan losses balance and provision charged to operating expense are determined by management based on periodic reviews of the loan portfolio, economic conditions and various other circumstances that are subject to change over time. In making this
judgment, management reviews selected large loans as well as loans individually considered impaired, other delinquent, nonaccrual and problem loans and loans to industries experiencing economic difficulties. The collectibility of these loans is
evaluated after considering current operating results and financial position of the borrower, estimated market value of collateral, guarantees and the Companys collateral position versus other creditors. Judgments, which are necessarily
subjective, as to probability of loss and amount of such loss are formed on these loans, as well as other loans taken together.



- 11 -



---

|B. | Allocation of the Allowance for Loan Losses
|-- | -------------------------------------------



While managements periodic analysis of the adequacy of the allowance for loan losses may allocate portions of the allowance to specific problem loan
situations, the entire allowance is available for any loan charge-offs that occur. The following schedule is a breakdown of the allowance for loan losses allocated by type of loan and related ratios at December 31:



|                                    |  |                 |           |                                                  |       |   |                 |   |                                                  |  |       |  
|----------------------------------- |  | --------------- | --------- | ------------------------------------------------ | ----- | - | --------------- | - | ------------------------------------------------ |  | ----- | -
|                                    |  | 2004            |           |                                                  | 2003  |  
|                                    |  | AllowanceAmount |           | Percentage ofLoans in EachCategory toTotal Loans |       |   | AllowanceAmount |   | Percentage ofLoans in EachCategory toTotal Loans | 
|Commercial                          |  | $               | 163,000   |                                                  | 8.0   | % |                 | $ | 253,347                                          |  | 11.5  | %
|Commercial real estate              |  |                 | 528,655   |                                                  | 27.2  |   |                 |   | 366,868                                          |  | 22.2  |  
|Multifamily residential real estate |  |                 | 174,000   |                                                  | 7.6   |   |                 |   | 121,808                                          |  | 7.4   |  
|Residential real estate             |  |                 | 198,000   |                                                  | 38.0  |   |                 |   | 131,783                                          |  | 38.7  |  
|Construction                        |  |                 | 33,000    |                                                  | 10.0  |   |                 |   | 176,867                                          |  | 10.7  |  
|Consumer and home equity            |  |                 | 167,000   |                                                  | 9.2   |   |                 |   | 71,240                                           |  | 9.5   |  
|                                    |  |                 |           |                                                  |       |   |                 |   |                                                  |  |       |  
|Total                               |  | $               | 1,263,655 |                                                  | 100.0 | % |                 | $ | 1,121,913                                        |  | 100.0 | %
|                                    |  |                 |           |                                                  |       |   |                 |   |                                                  |  |       |  



Industry Guide 3 - Item V. Deposits



|A. | Average Amount and Average Rate Paid On Deposits. This information is contained in the Annual Report, which is filed as Exhibit 13, under Note 6 to the Consolidated Financial
Statements on page 17 and is incorporated in this document by reference.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|B. | Other categories  not applicable.
|-- | ----------------------------------



|C. | Foreign deposits  not applicable.
|-- | ----------------------------------



|D. | The following is a schedule of maturities of certificates of deposit in amounts of $100,000 or more as of December 31, 2004:
|-- | ----------------------------------------------------------------------------------------------------------------------------



|                               |  |   |           
|------------------------------ |  | - | ----------
|Three months or less           |  | $ | 3,903,823 
|Over three through six months  |  |   | 3,681,165 
|Over six through twelve months |  |   | 6,182,533 
|Over twelve months             |  |   | 20,936,978
|                               |  |   |           
|Total                          |  | $ | 34,704,499
|                               |  |   |           



|E. | Time deposits greater than $100,000 issued by foreign offices  not applicable.
|-- | -------------------------------------------------------------------------------



Industry Guide 3 - Item VI. Return on Equity and Assets



This information is contained in the Annual Report, which is filed as Exhibit 13, under the caption Comparative Summary of Selected
Financial Data on page 27 and is incorporated in this document by reference.



- 12 -



---

|Industry | Guide 3 - Item VII. Short-Term Borrowings
|-------- | -----------------------------------------



During the years ended December 31, 2004 and 2003, the Company had no short-term borrowings outstanding whose average balance outstanding was greater than 30% of
shareholders equity at the end of each respective year.



Item 2.
Description of Property.



The Bank currently leases and operates four
banking offices, including its main office, and an operations center:



|1. | Wooster Main Office, 305 West Liberty Street, Wooster, Ohio, 44691 (capital lease)
|-- | ----------------------------------------------------------------------------------



|2. | Canton Branch Office, 4026 Dressler Road N.W., North Canton, Ohio, 44735 (operating lease)
|-- | ------------------------------------------------------------------------------------------



|3. | Millersburg Branch Office, 225 North Clay Street, Millersburg, Ohio, 44654 (capital lease)
|-- | ------------------------------------------------------------------------------------------



|4. | Wooster Operations Center, 111 South Buckeye Street, Wooster, Ohio, 44691 (operating lease)
|-- | -------------------------------------------------------------------------------------------



|5. | Wooster Milltown Branch Office, 3562 Commerce Parkway, Wooster, Ohio 44681 (operating lease)
|-- | --------------------------------------------------------------------------------------------



The Company leases the branch office in Millersburg from two of the directors and shareholders of the Company. The term of the lease is
fifteen years, which commenced upon occupancy of the property in March 2002. Rent is $87,000 annually for the first five years with increases to $96,000 for years six through ten and to $105,000 for years eleven through fifteen.



The Bank considers the physical properties it occupies to be in good operating condition and
suitable and adequate for the purposes for which they are being used.



Item
3. Legal Proceedings



The Company is not a party to any pending material
legal or administrative proceedings, other than ordinary routine litigation incidental to the business of the Company. Further, there are no material legal proceedings in which any director, executive officer, principal shareholder or affiliate of
the Company is a party or has a material interest that is adverse to the Company. No routine litigation in which the Company is involved is expected to have a material adverse impact on the financial position or results of operations of the Company.



Item 4. Submission of Matters to a Vote of Security Holders.



No matters were submitted to a vote of the security holders in the fourth
quarter of 2004.



- 13 -



---

PART II



Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities



The Companys common stock is publicly traded on the NASDAQ SmallCap Market under the
ticker symbol OLCB. At March 15, 2005, there were 2,121,320 Common Shares of the Company issued and outstanding and there were 269 holders of record. The following table summarizes the highest and lowest closing price of the Companys stock
during 2004 and 2003:



|               |  |      |       |      |   |       |  |     |       |  |   |      
|-------------- |  | ---- | ----- | ---- | - | ----- |  | --- | ----- |  | - | -----
|               |  | 2004 |       | 2003
|               |  | HIGH |       | LOW  |   | HIGH  |  | LOW
|First Quarter  |  | $    | 13.25 |      | $ | 10.78 |  | $   | 9.18  |  | $ | 8.40 
|Second Quarter |  |      | 12.51 |      |   | 10.54 |  |     | 10.15 |  |   | 8.50 
|Third Quarter  |  |      | 11.50 |      |   | 10.00 |  |     | 10.15 |  |   | 9.28 
|Fourth Quarter |  |      | 15.00 |      |   | 11.50 |  |     | 11.99 |  |   | 10.05



No cash dividends were paid during
2004 or 2003. The information regarding the restrictions on the Companys ability to pay dividends is contained in the Annual Report, which is filed as Exhibit 13, under Note 12 to the consolidated financial statements and is incorporated in
this document by reference.



There are no matters to report under (b) and (c)
of this Item 5.



Item 6. Managements Discussion and Analysis.



The information is contained in the Annual Report, which is filed as
Exhibit 13, under the caption Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 28 through 38 and is incorporated in this document by reference.



Item 7. Financial Statements.



The Consolidated Financial Statements and the report of Crowe Chizek and Company LLC dated
March 1, 2005, appearing in the Annual Report, which is filed as Exhibit 13, on pages 2 through 6 are incorporated in this document by reference.



Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.



No changes in or disagreements with the independent accountants on accounting and financial disclosure have occurred.



Item 8A. Controls and Procedures.



The management of Ohio Legacy Corp is responsible for establishing and maintaining effective
disclosure controls and procedures, as defined under Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. As of the end of the period covered by this report, an evaluation was performed under the supervision, and with the participation of
management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based on that evaluation, management concluded that the
Companys disclosure controls and procedures as of December 31, 2004, were effective in ensuring that information required to be disclosed in this Annual Report on Form 10-KSB was recorded, processed, summarized and reported within the time
period required by the United States Securities and Exchange Commissions rules and forms.



- 14 -



---

There have been no significant changes in our internal control over financial reporting that occurred during the fourth
quarter of 2004 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



Item 8B. Other Information.



There are no matters to be reported under this item.



PART III



Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.



The information contained in the Definitive Proxy Statement for the 2005 Annual Meeting of Shareholders of Ohio Legacy Corp (Proxy Statement) under the captions
Proposal 1 Election of Directors on pages 2 through 4, Executive Officers on page 4, Compliance with Section 16(a) of the Exchange Act on page 10, and Report of the Audit and Compliance Committee on
pages 16 and 17 is incorporated in this document by reference.



The
Companys Board of Directors has adopted and implemented a Code of Ethics for Senior Financial Officers of the Company. The code of ethics is available on the Companys website, http://www.ohiolegacycorp.com, and is incorporated by
reference to Exhibit 14 to this Form 10-KSB.



Item 10. Executive
Compensation.



The information contained in the Proxy Statement under the
caption Compensation of Directors and Executive Officers on pages 5 through 6 and Report of the Compensation Committee on pages 7 and 8 is incorporated in this document by reference.



Item 11. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.



The information contained in the Proxy Statement
under the captions Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters on pages 8 and 9 and is incorporated in this document by reference.



- 15 -



---

Equity Compensation Plan Table



The following table summarizes the number of securities to be issued upon exercise of (a) options granted under the Ohio Legacy Corp Omnibus
Stock Option, Stock Ownership and Long-Term Incentive Plan and (b) warrants granted to officers, directors and organizers of the Company and the number of securities remaining available for future issuance as of the end of the 2004 fiscal year.



|                                                           |  |                                                                                      |     |  |                                                                     |       |                                                                                                                                          |        
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------ | --- |  | ------------------------------------------------------------------- | ----- | ---------------------------------------------------------------------------------------------------------------------------------------- | -------
|                                                           |  | Number of securities tobe issued upon exerciseof outstanding optionsand
warrants (a) |     |  | Weighted-averageexercise price ofoutstandingoptions and warrants(b) |       | Number of securitiesremaining availablefor future issuanceunder equitycompensation plans(excluding
securitiesreflected in column (a))(c)
|Equity compensation plans approved by security holders     |  | 338,000                                                                              | (1) |  | $                                                                   | 10.12 |                                                                                                                                          | 212,000
|Equity compensation plans not approved by security holders |  | N/A                                                                                  |     |  |                                                                     | N/A   |                                                                                                                                          | N/A    

---

|(1) | Includes 150,000 warrants granted to directors and officers of the Company.
|--- | ---------------------------------------------------------------------------



Item 12. Certain Relationships and Related Transactions.



The information contained in the Proxy Statement under the caption Certain Relationships and Related Transactions on page 10 is incorporated in this document
by reference.



- 16 -



---

Item 13. Exhibits



|              |  |      |  |                                                                                                                                                                              
|------------- |  | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Note |  | Description of Document                                                                                                                                                      
|3.1           |  | (1)  |  | Second Amended and Restated Articles of Incorporation of Ohio Legacy Corp                                                                                                    
|              |  |     
|3.2           |  | (2)  |  | Code of Regulations of Ohio Legacy Corp, as amended by Amendment No. 1                                                                                                       
|              |  |     
|4.1           |  | (3)  |  | See Pages 1 through 9 of Exhibit 3.1 for provisions defining the rights of the holders of common shares                                                                      
|              |  |     
|4.2           |  | (3)  |  | Form of Organizer Stock Purchase Warrant                                                                                                                                     
|              |  |     
|4.3           |  | (3)  |  | Form of Public Stock Purchase Warrant                                                                                                                                        
|              |  |     
|4.4           |  | (2)  |  | 2004 Amendment to Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan of Ohio Legacy Corp                                                                     
|              |  |     
|10.1          |  | (3)  |  | Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan                                                                                                           
|              |  |     
|10.2          |  | (4)  |  | 2002 Amendment to Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan of Ohio Legacy Corp                                                                     
|              |  |     
|10.3          |  | (3)  |  | Employment Agreement with Mr. Douce                                                                                                                                          
|              |  |     
|10.4          |  | (3)  |  | Employment Agreement with Mr. Pettit                                                                                                                                         
|              |  |     
|10.5          |  | (3)  |  | Lease Agreement dated August 24, 1999, by and among Jack K. and Heidi M. Gant and Ohio Legacy Corp                                                                           
|              |  |     
|10.6          |  | (3)  |  | Lease Agreement dated November 30, 1999, by and between Schoeppner Properties and Ohio Legacy Corp                                                                           
|              |  |     
|10.7          |  | (5)  |  | Employment Agreement with Mr. Boss                                                                                                                                           
|              |  |     
|10.8          |  | (5)  |  | Lease Agreement dated October 2001 by and between Shee-Brees, L.L.C. and Ohio Legacy Corp                                                                                   
|              |  |     
|10.9          |  | (2)  |  | Change of Control Severance Agreement with Mr. Nadeau                                                                                                                        
|              |  |     
|10.10         |  |      |  | Assignment and assumption of lease by and among Unizan Bank, Ohio Legacy Bank and Chesterland Productions, P.L.L. dated August 27, 2004                                      
|              |  |     
|11            |  |      |  | Statement Regarding Computation of Per Share Earnings (incorporated by reference to page 9 of the 2004 Annual Report to Shareholders filed as Exhibit 13 to this Form 10-KSB)
|              |  |     
|13            |  |      |  | 2004 Annual Report to Shareholders                                                                                                                                           
|              |  |     
|14            |  |      |  | Code of Ethics                                                                                                                                                               
|              |  |     
|20            |  |      |  | Proxy Statement for the 2005 Annual Meeting of Shareholders                                                                                                                  
|              |  |     
|21            |  |      |  | Subsidiary of Ohio Legacy Corp                                                                                                                                               
|              |  |     
|23            |  |      |  | Consent of Crowe Chizek and Company LLC                                                                                                                                      
|              |  |     
|31.1          |  |      |  | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer                                                                                                        
|              |  |     
|31.2          |  |      |  | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer                                                                                                        
|              |  |     
|32.1          |  |      |  | Certification Pursuant To 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                        

---

|    |  |   |  |                                                                                                                           
|--- |  | - |  | --------------------------------------------------------------------------------------------------------------------------
|(1) |  | - |  | Incorporated by reference to Registrants Form 10-QSB for the fiscal quarter ended June 30, 2003, filed on August 14, 2003
|(2) |  | - |  | Incorporated by reference to Registrants Form 10-KSB for the fiscal year ended December 31, 2003, filed on March 17, 2004
|(3) |  | - |  | Incorporated by reference to Registrants Form SB-2, File No. 333-38328, effective June 1, 2000                           
|(4) |  | - |  | Incorporated by reference to Registrants Form S-8, File No. 333-88842, effective May 22, 2002                            
|(5) |  | - |  | Incorporated by reference to Registrants Form 10-KSB for the fiscal year ended December 31, 2001, filed on April 1, 2002 



Item 14. Principal Accountant Fees
and Services.



The information contained in the Proxy Statement under the
caption Principal Accountant Fees and Services on pages 10 through 12 and is incorporated in this document by reference.





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---

SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                 |  |                                                
|---------------- |  | -----------------------------------------------
|OHIO LEGACY CORP
|(Registrant)    
|                 | 
|By:              |  | /s/ L. Dwight Douce                            
|                 |  | L. Dwight Douce                                
|                 |  | President, Chief Executive Officer and Director



In accordance with the Exchange Act,
this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                     |  |                                                
|-------------------- |  | -----------------------------------------------
|By:                  |  | /s/ L. Dwight Douce                            
|                     |  | L. Dwight Douce                                
|                     |  | President, Chief Executive Officer and Director
|Date:                |  | March 22, 2005                                 
|                     | 
|By:                  |  | /s/ Eric S. Nadeau                             
|                     |  | Eric S. Nadeau                                 
|                     |  | Chief Financial Officer and Treasurer          
|Date: March 22, 2005



|      |  |                                |  |       |  |                                              
|----- |  | ------------------------------ |  | ----- |  | ---------------------------------------------
|By:   |  | /s/ D. William Allen           |  | By:   |  | /s/ William T. Baker                         
|      |  | D. William Allen, Director     |  |       |  | William T. Baker, Director                   
|Date: |  | March 22, 2005                 |  | Date: |  | March 22, 2005                               
|      |  |                                | 
|By:   |  | /s/ Robert F. Belden           |  | By:   |  | /s/ J. Edward Diamond                        
|      |  | Robert F. Belden, Director     |  |       |  | J. Edward Diamond, Director                  
|Date: |  | March 22, 2005                 |  | Date: |  | March 22, 2005                               
|      |  |                                | 
|By:   |  | /s/ Scott J.Fitzpatrick        |  | By:   |  | /s/ Randy G. Jones                           
|      |  | Scott J. Fitzpatrick, Director |  |       |  | Randy G. Jones, Director                     
|Date: |  | March 22, 2005                 |  | Date: |  | March 22, 2005                               
|      |  |                                | 
|By:   |  | /s/ Gregory A. Long            |  | By:   |  | /s/ Benjamin M. Mast                         
|      |  | Gregory A. Long, Director      |  |       |  | Benjamin M. Mast, Director                   
|Date: |  | March 22, 2005                 |  | Date: |  | March 22, 2005                               
|      |  |                                | 
|By:   |  | /s/Daniel H. Plumly            |  | By:   |  | /s/ Steven G. Pettit                         
|      |  | Daniel H. Plumly, Director     |  |       |  | Steven G. Pettit, Senior Loan Officer,       
|      |  | and Secretary                  |  |       |  | President of Stark County Region and Director
|Date: |  | March 22, 2005                 |  | Date: |  | March 22, 2005                               
|      |  |                                | 
|By:   |  | /s/ Michael D. Meenan          |  | By:   |  | /s/ Thomas W. Schervish                      
|      |  | Michael D. Meenan, Director    |  |       |  | Thomas W. Schervish, Director                
|Date: |  | March 22, 2005                 |  | Date: |  | March 22, 2005                               





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