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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB/A



Amendment No. 1



(Mark One)



|x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 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



OHIO LEGACY CORP

(Name of small
business issuer in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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



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:



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(Title of class)



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



No documents are incorporated by reference to this Form 10-KSB/A. Portions of
the 2004 Annual Report to

Shareholders and portions of the Proxy Statement for the 2005 Annual Meeting of Shareholders were incorporated

by reference in Part II and Part III, respectively, of the Form 10-KSB filed on March 22, 2005



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



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EXPLANATORY NOTE



We are filing this Amendment No. 1 to our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, solely to provide electronic copy of the
Companys 2004 Annual Report to Shareholders in a format acceptable to the Securities and Exchange Commission. The 2004 Annual Report to Shareholders, which was attached as Exhibit 13 to the Form 10-KSB filed on March 22, 2005, was improperly
converted to electronic format by the Companys EDGAR filing agent.



No
changes have been made to the contents or disclosures of the 2004 Annual Report to Shareholders previously filed. This Amendment No. 1 does not reflect events occurring after the filing of the original Annual Report on Form 10-KSB and does not
modify or update the disclosures in the original Annual Report on Form 10-KSB in any way.



- 2 -



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of
1934, the Registrant has duly 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



Dated April 5, 2005



|    |  |                                      
|--- |  | -------------------------------------
|    | 
|By: |  | /s/    ERIC S. NADEAU                
|    |  | Eric S. Nadeau                       
|    |  | Chief Financial Officer and Treasurer



Dated April 5, 2005





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INDEX TO EXHIBITS



|              |  |                                                                                                                      
|------------- |  | ---------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                              
|              | 
|13            |  | 2004 Annual Report to Shareholders                                                                                   
|              | 
|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