U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                    Form 10-QSB

(Mark One)
[X]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
   SECURITIES  EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
   ENDED SEPTEMBER 30, 1997
[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM 
   __________ TO __________

                        Commission file number  - 33-53596 
                                FC BANC CORP.                           
                  ________________________________________
       (Exact name of small business issuer as specified in its charter)

            OHIO                                  34-1718070   
______________________________             ___________________________
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)

     Farmers Citizens Bank Building,            
          105 Washington Square
          Box 567, Bucyrus, Ohio                  44820-0567
______________________________________           _____________
(Address of principal executive offices)           (Zip Code)

                              (419) 562-7040     
                             _________________
                       (Issuer's telephone number)

                                    N/A  
                                   _____
          (Former name, former address and former fiscal year, if 
                         changed since last report)

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 [ ]

As of October 30, 1997, 321,188 shares of Common Stock of the Registrant were 
outstanding.  There were no preferred shares outstanding.
<PAGE>
<TABLE>
<CAPTION>
                                FC BANC CORP. 

                               BUCYRUS, OHIO

                                FORM 10-QSB

                                  INDEX
________________________________________________________________________________
                                                                     Page Number
<S>                                                                      <C>
PART I     FINANCIAL INFORMATION  

Item 1.    Financial Statements (Unaudited)

           Condensed consolidated balance sheets --                         3
           September 30,1997 and December 31,1996

           Condensed consolidated statements of income --                   4
           Three and nine months ended September 30, 1997 and 1996

           Condensed consolidated statement of cash flows --                5
           Nine months ended September 30, 1997 and 1996
     
           Notes to condensed consolidated financial                        6
           statements -- September 30, 1997, 1996 and December 31, 1996

Item 2.    Management's Discussion and Analysis of Financial                7
           Condition and Results of Operations

PART II    OTHER INFORMATION

Item 1.    Legal Proceedings                                               12

Item 2.    Changes in Securities                                           12

Item 3.    Defaults upon Senior Securities                                 12

Item 4.    Submission of Matters to a Vote of Security Holders             12

Item 5.    Other Information                                               12

Item 6.    Exhibits and Reports on Form 8-K                                12

Signatures                                                                 13
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       FC BANC CORP. 
                                       Bucyrus, Ohio
                                CONSOLIDATED BALANCE SHEETS
_________________________________________________________________________________________________
                                                            <--------Dollars in thousands-------->
                                                                 (Unaudited)      (Unaudited)
                                                                September 30,     December 31,
                                                                    1997             1996
                                                                    ____             ____
<S>                                                               <C>              <C>
Assets          
Cash and cash equivalents          
     Cash and due from banks                                       $ 3,775          $ 3,957
     Federal funds sold                                              2,200            1,100
                                                                   _______          _______
          Total cash and cash equivalents                            5,975            5,057
                                       
Investment securities available-for-sale, at fair value             27,450           32,194
          
Loans (net of unearned interest)                                    39,311           41,043
Less: Allowance for loan losses                                     (1,077)           (1,263)
                                                                   _______          _______
          Loans - net                                               38,234           39,780
          
Properties and equipment                                             1,324            1,476
Accrued income receivable                                              758              837
Deferred federal income taxes                                          469              521
Other assets                                                         1,718            1,580
                                                                   _______          _______
          Total assets                                             $75,928          $81,445
                                                                   _______          _______

Liabilities and Shareholders' Equity          
Deposits          
     Demand accounts                                               $19,136          $23,692
     Savings accounts                                               18,344           20,208
     Time deposits, $100,000 or more                                   627              914
     Other time deposits                                            25,656           25,260
                                                                   _______          _______
          Total deposits                                            63,763           70,074
          
Federal funds purchased                                                  0                0
Accrued interest payable                                               155              186
Accrued federal income taxes                                           206               63
Accrued expenses and other liabilities                                 567              455
                                                                   _______          _______
          Total liabilities                                         64,691           70,778
                                                                   _______          _______

Shareholders' Equity          
Common share of $ 2.50 par value: 1,000,000 shares authorized;         832              832
     332,816 shares issued at September 30, 1997, and
     December 31, 1996          
Surplus                                                              1,377            1,377
Retained earnings, substantially restricted                          9,578            8,944
Unrealized loss on securities available-for-sale,                      (59)            (164)
     net applicable deferred income taxes
Less cost of common stock in treasury - 11,628 shares and
     7,796 shares at September 30, 1997, and 
     December 31, 1996, respectively                                  (491)            (322)
                                                                   _______          _______
          Total shareholders' equity                                11,237           10,667
                                                                   _______          _______
          Total liabilities and shareholders' equity               $75,928          $81,445
                                                                   _______          _______
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                      FC BANC CORP.
                                      Bucyrus, Ohio
                            CONSOLIDATED STATEMENTS OF INCOME
____________________________________________________________________________________________________________
                                                    <----Dollars in thousands, except per share amounts---->
                                                                 (Unaudited)           (Unaudited)
                                                               3 Months Ended        9 Months Ended
                                                                September 30,         September 30,
                                                               1997       1996       1997       1996
                                                               ____       ____       ____       ____
<S>                                                          <C>        <C>        <C>        <C>
Interest income                    
Interest and fees on loans                                    $   965    $   886    $ 2,770    $ 2,551
Interest on investment securities:                    
     Taxable                                                      341        421      1,080      1,228
     Exempt from federal income tax                                72        103        220        311
Interest on federal funds sold                                     21         11         38         91
                                                              _______    _______    _______    _______
     Total interest income                                      1,399      1,421      4,108      4,181
                                                              _______    _______    _______    _______

Interest expense                    
Interest on interest-bearing checking accounts                     68         82        210        247
Interest on savings deposits                                      139        141        408        431
Interest on certificates of deposit                               332        335        968      1,023
Interest on borrowed funds                                          0          3          6         20
                                                              _______    _______    _______    _______
     Total interest expense                                       539        561      1,592      1,721
                                                              _______    _______    _______    _______

     Net interest income                                          860        860      2,516      2,460
                    
Provision for loan losses                                           0          0         27          0
                                                              _______    _______    _______    _______
     Net interest income after provision for loan loss            860        860      2,489      2,460
                    
Noninterest income                    
Service charges on deposit accounts                               110         85        274        266
Life insurance                                                     17         16         51         55
Gain (loss) on sale of investment securities                        2          0          2        (14)
Loss on sale of real estate owned                                 (25)         0        (25)         0
Gain on loans sold                                                  0         24          0         24
Other income                                                       22         31         75         78
                                                              _______    _______    _______    _______
     Total noninterest income                                     126        156        377        409
                                                              _______    _______    _______    _______

Noninterst expense                    
Salaries and employee benefits                                    295        361        892      1,227
Net occupancy expense                                              85         91        280        282
Equipment expense                                                  29         25         86         93
FDIC deposit insurance assessment                                   2          5         16         15
State and other taxes                                              (3)        39         79        121
Other expense                                                     261        187        675        595
                                                              _______    _______    _______    _______
     Total noninterest  expense                                   669        708      2,028      2,333
                                                              _______    _______    _______    _______

Income before income taxes                                        317        308        838        536
                    
Federal income tax expense                                         82         70        204         73
                                                              _______    _______    _______    _______
          Net income                                          $   235    $   238    $   634    $   463
                                                              _______    _______    _______    _______
___________________________________________________________________________________________________________
Per share data:                    
     Net income per share of common stock                       $0.73      $0.73      $1.96      $1.42
                    
     Weighted average shares outstanding                      321,188    325,020    322,838    326,031
___________________________________________________________________________________________________________
<FN>                    
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                         FC BANC CORP.
                                         Bucyrus, Ohio
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
_________________________________________________________________________________________________
                                                                 <-----Dollars in thousands----->
                                                                   (Unaudited)      (Unaudited)
                                                                 9 Months Ended  9 Months Ended
                                                                  September 30,   September 30,
                                                                      1997            1996
                                                                      ____            ____
<S>                                                                 <C>             <C>
Cash flows from operating activities:          
     Net income                                                      $   634         $   463
     Adjustments to reconcile net income to net cash          
         provided by operating activities:          
          Depreciation                                                   201             206
          Provision for loan losses                                       27               0
          Provision for deferred taxes                                     0              (2)
          Gain (loss) on sale of investments                              (2)             14
          Loss on other real estate                                       24               0
          Gain on loans sold                                               0             (24)
          Amortization/Accretion - net                                    38              54
          Change in other assets                                        (138)            (68)
          Change in income taxes payable                                 144             187
          Change in interest receivable                                   79             (73)
          Change in interest payable                                     (31)            (56)
          Change in other liabilities                                    112             185
                                                                     _______         _______
                    Total adjustments                                    454             423
                                                                     _______         _______

     Net cash provided by operating activities                         1,088             886
          
Cash flows from investing activities:          
     Proceeds from maturities of available-for-sale securities         4,949           5,026
     Purchase of available-for-sale securities                        (2,307)         (7,982)
     Net change in loans                                               1,239          (1,517)
     Proceeds from loans sold                                              0           1,119
     Proceeds on sale of available-for-sale securities                 2,223           2,422
     Purchase of premises and equipment                                  (48)           (325)
     Proceeds from other real estate owned                               254               0
                                                                     _______         _______
     Net cash used in investing activities                             6,310          (1,257)
                                                                     _______         _______

Cash flows from financing activities:          
     Net decrease in deposits                                         (6,311)         (4,004)
     Net decrease in short-term borrowing                                  0          (1,525)
     Purchase of treasury stock                                         (169)           (315)
                                                                     _______         _______
     Net cash provided by financing activities                        (6,480)         (5,844)
                                                                     _______         _______
     Net increase (decrease) in cash and cash equivalents                918          (6,215)

     Cash and cash equivalents at beginning of period                  5,057           9,529
                                                                     _______         _______          
     Cash and cash equivalents at end of period                      $ 5,975         $ 3,314
                                                                     _______         _______
________________________________________________________________________________________________
Supplemental information:          
     Cash paid for:          
          Interest                                                   $ 1,623         $ 1,777
          Net income taxes                                                61            (113)
________________________________________________________________________________________________
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>

                                FC BANC CORP. 

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                  September 30, 1997, 1996 and December 31,1996
________________________________________________________________________________

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The Corporation is a bank holding company whose activities are primarily 
limited to holding the stock of the Farmers Citizens Bank, Bucyrus, Ohio, (the 
"Company").  The Company conducts a general banking business in north  central 
Ohio which consists of attracting deposits from the general public and 
applying those funds to the origination of loans for residential, consumer and 
non-residential purposes.  The Company's profitability is significantly 
dependent on net interest income which is the difference between interest 
income generated from interest-earning assets (i.e., loans and investments) 
and the interest expense paid on interest-bearing liabilities (i.e., customer 
deposits and borrowed funds).  Net interest income is affected by the relative 
amount of interest-earning assets and interest-bearing liabilities and 
interest received or paid on these balances.  The level of interest rates paid 
or received by the Company can be significantly influenced by a number of 
environmental factors, such as governmental monetary policy, that are outside 
of management control.

     Earnings per common share were computed by dividing net income by the 
weighted-average number of shares outstanding for the three- and nine-month 
periods ended September 30, 1997 and 1996.  The weighted-average number of 
shares outstanding for the three-month periods ended September 30, 1997 and 
1996, were 321,188 and 325,020, respectively.  The weighted-average number of 
shares outstanding for the nine-month periods ended September 30,1997 and 
1996, were 322,838 and 326,031, respectively.

     The consolidated financial information presented herein has been prepared 
in accordance with generally accepted accounting principles ("GAAP") and 
general accounting practices within the financial services industry.  In 
preparing consolidated financial statements in accordance with GAAP, 
management is required to make estimates and assumptions that affect the 
reported amounts of assets and liabilities and the disclosure of contingent 
assets and liabilities at the date of the financial statements and revenues 
and expenses during the reporting period.  Actual results could differ from 
such estimates.

NOTE B - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have 
been prepared in accordance with generally accepted accounting principles for 
interim financial information and with instructions to Form 10-QSB and Article 
10 of Regulation S-X and Rule 310 of Regulation SB.  Accordingly, they do not 
include all information and footnotes required by generally accepted 
accounting principles for complete financial statements.  In the opinion of 
management, all adjustments considered necessary for a fair presentation have 
been included.  Operating results are not necessarily indicative of the 
results that may be expected for the year ended December 31, 1997.











<PAGE>
                                 FC BANC CORP.

           MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 
                             AND RESULTS OF OPERATIONS
________________________________________________________________________________

     The following focuses on the consolidated financial condition of FC Banc 
Corp. at September 30, 1997, compared to December 31, 1996, and the results of 
operations for the three- and nine-month periods ended September 30, 1997, 
compared to the same periods in 1996.  The purpose of this discussion is to 
provide a better understanding of the consolidated financial statements and 
footnotes included in the Form 10-QSB.   The Registrant is not aware of any 
market or institutional trend, events or uncertainties that will have or are 
reasonably likely to have a material effect on liquidity, capital resources or 
operations except as discussed herein.  Other than as discussed herein, the 
Registrant is not aware of any current recommendations by regulatory 
authorities which would have such effect if implemented.

                   Note Regarding Forward-Looking Statements

     In addition to historical information contained herein, the following 
discussion contains forward-looking statements that involve risks and 
uncertainties.  Economic circumstances, the Corporation's operations and the 
Corporation's actual results could differ significantly from those discussed 
in the forward-looking statements. Some of the factors that could cause or 
contribute to such differences are discussed herein but also include changes 
in the economy and interest rates in the nation and the Corporation's market 
area generally.  Some of the forward-looking statements included herein are 
the statements regarding the allowance for loan losses.


                              Financial Condition

Liquidity

     Liquidity relates to the Company's ability to meet cash demands of its 
customers and their credit needs.  Liquidity is provided by the Company's 
ability to readily convert assets to cash and readily marketable, short-term 
assets such as federal funds sold and deposits in other banks.

     Cash, amounts due from banks and federal funds sold totaled $5,975,000 at 
September 30, 1997.  Investments and mortgage-backed securities 
available-for-sale were $27,450,000 at September 30, 1997.  These amounts 
increased by $580,000 from June 30, 1997 and decreased by $3,826,000 from 
December 31, 1996.  These assets, as well as anticipated deposit balance 
fluctuations, scheduled loan payments and maturing investment securities, 
provide the Company with an adequate source of funds for expected future 
demand for loans and for fluctuations in deposit volume.  They also provide 
management with the flexibility to change the composition of interest earning 
assets as market conditions change in the future.  The Company's liquidity 
ratio was 48% at September 30, 1997, which exceeded the regulatory 
requirements and management's internal guideline of 20.00%.

     Liability liquidity relates to the Company's ability to retain existing 
deposits, obtain new deposits and borrow in the marketplace.  Total deposits 
increased $484,000 from June 30, 1997 and decreased $6,311,000 from December 
31, 1996.  These decreases are attributable to the loss of $2 million public 
fund deposits, normal seasonal fluctuations, and management's decision not to 
aggressively price deposits.  The Company has experienced some deposit 
disintermediation during 1997 which management attributes primarily to 
customer awareness of rate differentiation.  Management does not anticipate 
any significant amount disintermediation through the end of 1997.  Management 
expects total deposits to remain steady or experience some additional growth 
during the remainder of 1997 as deposit products are repriced.

<PAGE>
     Access to advances from the Federal Reserve Bank (FRB) in the form of 
Federal Funds Purchased and Securities Sold Under Agreement to Repurchase 
(Repo Agreements) are supplemental sources of cash to meet liquidity needs.

Capital Resources

     Shareholders' equity totaled $11,237,000 at September 30, 1997, compared 
to $10,956,000 at June 30, 1997 and $10,667,000 at December 31, 1996, 
respectively.  This increase was primarily due to quarterly earnings of 
$185,000, $214,000 and $235,000 in the first three quarters of 1997 being 
off-set by treasury stock purchases of $169,000 and net unrealized holding 
gains on securities available-for-sale of $105,000.   As of September 30, 
1997, the ratio of shareholders' equity to assets was 14.80% compared to 
13.10% at December 31, 1996. 


Regulatory Capital Requirements

The Company complies with the capital requirements established by the Federal 
Reserve System, which are
summarized as follows:
<TABLE>
<CAPTION>    
                                               Capital Position                 
                     Regulatory                       as of
                      Minimum       September 30, 1997    December 31, 1996
       ______________________________________________________________________
       <S>              <C>                <C>                 <C>
          
       Tier I             4.00%             26.63%              22.61%
       risk-based
       capital......

       Total Risk-        8.00%             27.90%              23.88%
       Based capital

       Tier I             3.00% - 5.00%     14.81%              13.04%
       leverage.....
</TABLE>

     Under "Prompt Corrective Action" regulations adopted in September 1992, 
the Federal Deposit Insurance Corporation (FDIC) has defined five categories 
of capitalization (well capitalized, adequately capitalized, undercapitalized, 
significantly undercapitalized, and critically undercapitalized).  The Company 
meets the "Well Capitalized" definition, which requires a total risk-based 
capital ratio of at least 10%, and a leverage ratio of at least 8%. Effective 
January 1, 1997, the Federal Financial Institutions Examination Council (the 
FFIEC) adopted the Uniform Financial Institutions Rating System (the UFIRS).  
Under the revised UFIRS interest rate risk became an additional element in 
measuring risk-based capital.  This change is not expected to significantly 
impact the Company's compliance with capital guidelines.

Changes in Financial Condition

     General.  The Corporation's consolidated total assets were $75.93 million 
at September 30, 1997, reflecting an increase of $149,000, or 0.20%, from the 
$75.78 million at June 30, 1997, and a decrease of $5.52 million or 6.77%, 
from the $81.45 million at December 31, 1996.  This decline was primarily 
attributed to a decrease of $6.31 million in deposits coupled with decreased 
loan demand, primarily real estate loans, and maturing investment 
securities.  

     Cash and Cash Equivalents, Investment Securities, and Mortgage-Backed 
Securities.  Cash and cash equivalents, investment securities, and 
mortgage-backed securities decreased $3.83 million between December 31,
1996 and September 30, 1997.  The decline was primarily attributable to $4.87 
million in net principal reductions and maturing investment securities, the 
proceeds of which were utilized to satisfy depositor withdrawal requests.  
Dollars invested in overnight funds increased from $1.1 million at December 
31, 1996 to $2.2 million at September 30, 1997.  

<PAGE>
     Loans Receivable. Total loans outstanding at September 30, 1997, equaled 
$39.31 million, compared to $39.96 million and $41.04 million at June 30, 1997 
and December 31, 1996, respectively.  The increase of $2.99 million in 
commercial loans since December 31, 1996 has been partially offset by 
decreases in mortgage and consumer based portfolios.  However, total loans 
have decreased in the third quarter of 1997 by $650 thousand after a second 
quarter increase of $245 thousand.  The results of managements initiation of 
an enhanced officer call program, the addition of two lending specialists and 
several new products are beginning to be reflected in the financial statements 
of the company.

     Deposits.  Total deposits increased by $484 thousand, or 0.76%, during 
the quarter ended September 30,1997, for a total decrease of $6.31 million 
since December 31, 1996.  Total demand and savings deposits remained 
relatively constant during the third quarter.  Demand deposits increased by 
$65 thousand and savings deposits declined by $351 thousand which together 
accounts for approximately 59.10% of the total deposit decline during the 
three months  ended September 30, 1997.

     The overall decline in deposits for the nine-month period ended September 
30, 1997 was $6.31 million or 9.01% of which $6.42 million was attributed to 
demand and savings accounts.

     Liabilities other than deposits and federal funds purchased decreased by 
$616,000 during the third quarter of 1997 after an increase of $881,000 during 
the second quarter of 1997.  The fluctuations noted in the other liability 
account are attributed primarily to the accrual for various operating expenses 
such as interest on deposits and federal funds purchased, federal income 
taxes, personnel expense, and so forth.

 
                           Results of Operations

     General.  The Corporation recorded a consolidated net income of $235,000 
for the third quarter of 1997, compared to $238,000 for the same quarter in 
1996.  Significant fluctuations were noted in noninterest income, an $18,000 
increase before gains and losses on loans and real estate owned sold.  Also, 
noninterest expense decreased by $39,000 in the third quarter of 1997 compared 
to the same quarter in 1996.  Year-to-date net income for the nine months 
ended September 30,1997 as compared to September 30, 1996 was up by 36.93%, or 
$171,000.

Three months ended, September 30, 1997 vs Three months ended, September 30, 
1996

     Net Interest Income.  The Corporation's net interest income for the three 
months ended September 30, 1997, remained constant at $860,000, compared to 
the same period in 1996.   The net interest margin, which consists of net 
interest income as a percentage of average interest-earning assets increased 
from 3.46% for the three months ended September 30, 1996, to 4.84% for the 
same period in 1997, primarily as a result of the decline in volume of 
interest-bearing liabilities coupled with minor fluctuations in the yields, or 
interest cost, of each category of interest-bearing liabilities.  During the 
same period, net interest spread, which reflects average yield on 
interest-earning assets less costs of interest-bearing liabilities, increased 
to 4.01%.  Average loans outstanding continued to show an increase over 1996 
which contributed approximately $155,000 to the net interest income while the 
changes in average yield on loans outstanding increased the net interest 
income by approximately $64,000.

     Provision for Loan Losses.  The allowance for loan losses was established 
and is maintained by periodic charges to the provision for loan losses, an 
operating expense, in order to provide for the risk of loss inherent in the 
Corporation's loan portfolio.  Loan losses and recoveries are charged or 
credited, respectively, to the allowance for loan losses as they occur.

     The allowance and provision for loan losses is determined by management 
upon consideration of such factors as the size and character of the loan 
portfolio, loan loss experience, problem loans and economic conditions in the 
Corporation's market area.  Management attempts to minimize the risk 
associated with each loan by evaluating each loan independently based upon 
criteria which include, but are not limited to, (a) the purpose of the loan, 
(b) the credit history of the borrower, (c) the borrower's financial standing 
and trends, (d) the market value of the collateral involved, and (e) the down 
<PAGE>
payment received.  Quarterly reviews of the loan portfolio are conducted to 
identify problem loans and to determine appropriate courses of action on a 
loan-by-loan basis.  While management believes that it uses the best 
information available to determine the allowance for loan losses, unforeseen 
market conditions could result in material adjustments, and net earnings could 
be significantly adversely affected, if circumstances differ substantially 
from the assumptions used in making the final determination.  Increases in the 
loan portfolio, increases in the types of loans carrying greater risk of loss, 
increases in non-performing loans and changes in the local and national 
economy all could cause the allowance for loan losses to be insufficient.

     The Company did not add to the allowance for loan losses during the 
quarter ended September 30, 1997, due to the results of management's quarterly 
evaluation of the loan portfolio.  The Company also recognized $268,000  in 
losses on loans while recovering $61,000 on loans previously charged against 
the allowance for loan losses.  

     Noninterest Income and Expense.  Noninterest income was $126,000 for the 
three months ended September 30, 1997, compared to $156,000, for the same 
period in 1996.  This decrease was primarily the result of the $25,000 loss 
recognized on the sale of other real estate in 1997 and the $24,000 gain on 
the sale of loans in 1996.  Service charges on deposit accounts increased by 
$25,000 in 1997 compared to 1996.  Noninterest expense  declined  $39,000 for 
the three months ended September 30, 1997, compared to the same period in 
1996.  Total personnel costs for the current period decreased $66,000.  The 
larger personnel costs in 1996 were directly related to staffing changes and 
the retirement of long-term employees.

Nine months ended, September 30, 1997 vs Nine months ended, September 30, 1996

     Net Interest Income.  The Corporation's net interest income for the nine 
months ended September 30, 1997, increased 2.28%, or $56,000 over the same 
period in 1996.  This increase was primarily attributable to the overall 
reduction in interest paid on deposits.  The net interest margin, which 
consists of net interest income as a percentage of average interest-earning 
assets, increased from 3.99% to 4.74% for the nine months ended September 30, 
1997, as compared to the same period in 1996.  This is representative of the 
increase in the ratio of average total loans to average total deposits, from 
approximately 53% for the nine months ended September 30, 1996 to 
approximately 61% for the nine months ended September 30, 1997.

     Provision for Loan Losses.  The allowance for loan losses was established 
and is maintained by periodic charges to the provision for loan losses, an 
operating expense, in order to provide for the risk of loss inherent in the 
Corporation's loan portfolio.  Loan losses and recoveries are charged or 
credited, respectively, to the allowance for loan losses as they occur.

     The allowance and provision for loan losses is determined by management 
upon consideration of such factors as the size and character of the loan 
portfolio, loan loss experience, problem loans and economic conditions in the 
Corporation's market area.  Management attempts to minimize the risk 
associated with each loan by evaluating each loan independently based upon 
criteria which include, but are not limited to, (a) the purpose of the loan, 
(b) the credit history of the borrower, (c) the borrower's financial standing 
and trends, (d) the market value of the collateral involved, and (e) the down 
payment received.  Quarterly reviews of the loan portfolio are conducted to 
identify problem loans and to determine appropriate courses of action on a 
loan-by-loan basis.  While management believes that it uses the best 
information available to determine the allowance for loan losses, unforeseen 
market conditions could result in material adjustments, and net earnings could 
be significantly adversely affected, if circumstances differ substantially 
from the assumptions used in making the final determination.  Increases in the 
loan portfolio, increases in the types of loans carrying greater risk of loss, 
increases in non-performing loans and changes in the local and national 
economy all could cause the allowance for loan losses to be insufficient.

     The Corporation added $27,000 to the allowance for loan losses during the 
nine months ended September 30, 1997, due to the results of management's 
quarterly evaluation of the loan portfolio.  The Corporation also recognized 
$331,000  in losses on loans while recovering $117,000 on loans previously 
charged against the allowance for loan losses.  
<PAGE>
     Noninterest Income and Expense.  Noninterest income was $377,000 for the 
nine months ended September 30, 1997, compared to $409,000, for the same 
period in 1996.  This decrease was primarily the result of the $25,000 loss 
recognized on the sale of real estate owned in 1997 coupled with the $24,000 
gain recognized on the sale of loans in 1996.  The Corporation recorded a 
$2,000 gain on the sale of investment securities in 1997 when it recorded a 
loss of $14,000 during the same nine month period in 1996.  Service charges on 
deposit accounts increased by $8,000 for the nine months ended September 30, 
1997, compared to the same period in 1996.  Noninterest expense also decreased 
by $305,000 for the nine months ended September 30, 1997, compared to the same 
period in 1996.  The decrease was attributed to the  decreased costs of 
employee salaries and benefit plans of $335,000, which was due to the changes 
in staffing and a reduction in the total number of employees.

<PAGE>
                               FC BANC CORP.

                        PART II  - OTHER INFORMATION
________________________________________________________________________________

     
     ITEM 1 - LEGAL PROCEEDINGS

              Not Applicable


     ITEM 2 - CHANGES IN SECURITIES

              Not Applicable


     ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

              Not Applicable


     ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

              Not Applicable

  
     ITEM 5 - OTHER INFORMATION

              Not Applicable


     ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

              a.  Exhibit 27: Financial Data Schedule
              
              b.  Exhibit 99: Amended and Restated Articles of Incorporation of
                  FC Banc Corp.

              c.  No report on Form 8-K was filed during the quarter ended 
                  September 30, 1997.














<PAGE>
SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on its behalf by 
the undersigned, thereunto duly authorized.





                                          FC BANC CORP.


Date /s/ November 13, 1997                /s/ G.W. Holden
    _______________________________       ________________________________
                                          G. W. Holden
                                          President and Chief Executive Officer





Date /s/ November 13, 1997                /s/ Terry L. Gernert
    ______________________________        ________________________________
                                          Terry L. Gernert
                                          Secretary/Treasurer