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

(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, 1998.
[ ] 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. EmployerIdentification 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, 1998, 636,300 shares of Common Stock of the Registrant were 
outstanding.  There were no preferred shares outstanding.
<PAGE>
                                 FC BANC CORP. 
                                 BUCYRUS, OHIO

                                 FORM 10-QSB

                                    INDEX
============================================================================
                                                           Page Number

PART I     FINANCIAL INFORMATION  

Item 1.   Financial Statements (Unaudited)

          Condensed consolidated balance sheets --                          3
          September 30, 1998 and December 31, 1997

          Condensed consolidated statements of income and                   4
          comprehensive income -- Three and nine months ended 
          September 30, 1998 and 1997

          Condensed consolidated statement of cash flows--                  5
          Nine months ended September 30, 1998 and 1997
     
          Notes to condensed consolidated financial                         6
          statements -- September 30, 1998, 1997 and December 31, 1997

Item 2.   Management's Discussion and Analysis of Financial                 12
          Condition and Results of Operations

PART II   OTHER INFORMATION

Item 1.   Legal Proceedings                                                 17

Item 2.   Changes in Securities                                             17

Item 3.   Defaults upon Senior Securities                                   17

Item 4.   Submission of Matters to a Vote of Security Holders               17

Item 5.   Other Information                                                 17

Item 6.   Exhibits and Reports on Form 8-K                                  17

Signatures                                                                  18

<PAGE>
<TABLE>
<CAPTION>

                                 FC BANC CORP. 
                                 Bucyrus, Ohio
                          CONSOLIDATED BALANCE SHEETS
=============================================================================
     
                                                           (Dollars in thousands)
                                                       (Unaudited)     
                                                    September 30,     December 31,
                                                        1998              1997
                                                        ----              ----
<S>                                                       <C>               <C>
ASSETS          
Cash and cash equivalents    
     Cash and due from banks                                $3,102            $3,566
     Interest-bearing demand deposits                           1                 1
     Federal funds sold                                      2,200                 0
                                                            ------            ------
          Total cash and cash equivalents                    5,303             3,567
          
Investment securities, available-for-sale                   34,907            32,460
          
Loans (net of unearned interest)                            45,716            40,029
Less: allowance for loan losses                             (1,568)           (1,480)
                                                            ------            ------
          Net loans                                          44,148           38,549
          
Premises and equipment                                        1,506            1,416
Accrued income receivable                                       801              733
Cash surrender value of life insurance                        1,526            1,470
Deferred income taxes                                           231              285
Other assets                                                    279              148
                                                             ------            ------
          TOTAL ASSETS                                      $88,701          $78,628
                                                            =======           =======
          
LIABILITIES          
Deposits          
     Demand deposits                                         $9,247           $9,708
     Now accounts                                            13,517            9,509
     Savings accounts                                        22,717           19,583
     Time deposits of $100,000 or more                        7,675            5,297
     Other time deposits                                     23,062           21,995
                                                             ------           ------
          Total deposits                                     76,218           66,092
          
Federal funds purchased and securities sold          
     under agreement to repurchase                                0              600
Other borrowed funds                                              0               41
Accrued interest payable                                        168              181
Accrued federal income taxes                                    233               59
Other liabilities                                               414              460
                                                             ------            ------
          
          TOTAL LIABILITIES                                  77,033           67,433
                                                             ------            ------
SHAREHOLDERS' EQUITY          
Preferred stock ( $25.00 par value) 750 shares authorized,          
     no shares issued                                             0                0
Common stock (no par value) 1,000,000 shares authorized;        832              832
     665,632 shares issued         

Additional paid-in capital                                    1,370            1,377
Retained earnings                                             9,990            9,461
Treasury stock, at cost: 29,332 and 23,256 shares              (648)            (491)
Accumulated other comprehensive income                          124               16
                                                             ------            ------ 
               
          TOTAL SHAREHOLDERS' EQUITY                         11,668           11,195          
                                                             ------           ------
          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY        $88,701          $78,628
                                                             ======           ======
</TABLE>
-----------------------------------------------------------------------------
The accompanying notes are an integral part of these financial 
statements.
<PAGE>
<TABLE>
<CAPTION>
                                FC BANC CORP.
                                Bucyrus, Ohio
            CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME 
============================================================================
                                (Dollars in thousands, except per share)

                                                     (Unaudited)       (Unaudited)
                                                   3 Months Ended     9 Months Ended
                                                    September 30,      September 30,
                                                   1998       1997     1998      1997
                                                   ----       ----     ----      ---- 
<S>                                             <C>          <C>      <C>      <C>
INTEREST INCOME                    
Interest and fees on loans                       $1,103       $965     $3,095   $2,770
Interest on investment securities:                    
     Taxable                                        413        339      1,287    1,078
     Exempt from federal income tax                  96         72        266      220
Dividends                                             6          2         10        2
Interest on federal funds sold                       18         21         55       38
                                                  -----        ---      -----    -----  
                    
     TOTAL INTEREST INCOME                        1,636      1,399      4,713    4,108
                    
INTEREST EXPENSE                    
Interest on interest-bearing demand accounts         76         68        217      210
Interest on savings accounts                        160        139        470      408
Interest on certificates of deposit                 409        332      1,208      968
Interest on federal funds purchased and securities                     
    sold under agreement to repurchase                1          0          6        6
                                                    ----       ----     -----      ---
TOTAL INTEREST EXPENSE                              646        539      1,901    1,592
                    
     NET INTEREST INCOME                            990        860      2,812    2,516
                    
Provision for loan losses                           (25)         0        (50)      27
                                                    ----       ---      ------   ----- 
     NET INTEREST INCOME AFTER                    
          PROVISION FOR LOAN LOSS                 1,015        860      2,862    2,489
                    
NON-INTEREST INCOME                    
Service charges on deposit accounts                 111        102        311      262
Other service charges                                 9          8         33       12
Life insurance                                       23         17         57       51
Safe/night deposit                                    5          5         14       14
Loss on sale of other real estate                     0        (25)         0      (25)
Investment security gains                             2          2         10        2
Other income                                          9         17         46       61
                                                    ---        ---        ---      ---
     TOTAL NON-INTEREST INCOME                      159        126        471      377
                    
NON-INTEREST EXPENSE
Salaries and  benefits                              435        312      1,142      892
Net occupancy and equipment expense                 157         85        459      366
FDIC deposit insurance expense                        2          2          6       16
State and other taxes                                45         (3)       124       79
Other expense                                       224        273        650      675
                                                    ---        ---        ---    -----  
     TOTAL NON-INTEREST EXPENSE                     863        669      2,381    2,028
                                                    ---        ---      -----    -----

     NET INCOME BEFORE FEDERAL INCOME
          TAX EXPENSE                               311        317        952      838
Federal income tax expense                           74         82        231      204
                                                    ---        ---        ---      ---
                    
     NET INCOME                                     237        235        721      634
Other comprehensive income                          173         45        108      105
                                                    ---        ---        ---      ---
                   
     TOTAL COMPREHENSIVE INCOME                    $410       $280       $829     $739
                                                   ====       ====       ====     ====
                    
PER SHARE DATA:                    
Basic net income                                  $0.37      $0.36      $1.12    $0.98
Diluted net income                                 0.37       0.36       1.12     0.98
-----------------------------------------------------------------------------

</TABLE>
The accompanying notes are an integral part of these financial statements.
<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,
                                                              1998               1997
                                                              ----               ----
<S>                                                       <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net income                                                     $721          $634
Adjustments to reconcile net income to net cash          
    provided by operating activities:          
          Depreciation                                          259           201
          Provision for loan losses                             (50)           27
          Gain on other real estate                               0            24
          Loss on sale of investments                           (10)           (2)
          Income accrued on life insurance contracts            (57)          (51)
          Amortization/Accretion - net                           66            38
          Changes in operating assets and liabilities:          
               Increase in other assets                        (151)         (138)
               Increase in taxes payable                        194           195
               (Increase) decrease in accrued income receivable (68)           79
               Decrease in accrued interest payable             (14)          (31)
               Increase (decrease) in other liabilities         (87)          112
                                                                ----          ----
               Total adjustments                                 82           454
                                                                ----          ----
          
     Net cash provided by operating activities                   803        1,088
          
CASH FLOWS FROM INVESTING ACTIVITIES:          
Proceeds from maturities of available-for-sale securities      6,602        4,949
Proceeds from sale of available-for-sale securities            6,565        2,223
Purchase of available-for-sale securities                    (15,504)      (2,307)
Net change in loans                                           (5,552)       1,239
Purchase of premises and equipment                              (348)         (48)
Proceeds from sale of other real estate                            0          254
                                                               ------       ------

     Net cash used in investing activities                    (8,237)       6,310
          
CASH FLOWS FROM FINANCING ACTIVITIES:          
Net increase (decrease) in demand and savings deposits         6,682       (6,201)
Net increase in certificates of deposit                        3,444         (110)
Net decrease in short-term borrowings                           (600)           0
Purchase of treasury stock                                      (164)        (169)
Dividends paid                                                  (192)           0
                                                                -----        -----
          
     Net cash provided by financing activities                 9,170       (6,480)
                                                               -----       -------
          
Net increase(decrease) in cash and cash equivalents            1,736          918
          
Cash and cash equivalents at beginning of period               3,567        5,057
                                                               -----        -----
          
Cash and cash equivalents at end of period                    $5,303       $5,975
                                                              ======       ======
          
SUPPLEMENTAL INFORMATION:          
     Cash paid for:          
          Interest                                            $1,915       $1,623
          Net income taxes                                        37           61
</TABLE>
--------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
<PAGE>
                                FC BANC CORP. 

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 September 30, 1998, 1997 and December 31,1997
                                (Unaudited)
==============================================================================

NOTE 1.  BASIS OF PRESENTATION

In the opinion of Management, the accompanying unaudited consolidated 
financial statements contain all adjustments necessary for a fair 
presentation of FC Banc Corp.'s ("Company" or "Bancorp") financial condition 
as of September 30, 1998, and December 31, 1997, and the results of
operations for the three and nine months ended September 30, 1998 and 1997,
and the cash flows for the nine months ended September  30, 1998 and 1997.
Certain information and note disclosures normally included in financial 
statements prepared in accordance with generally accepted accounting 
principles have been omitted pursuant to the rules and regulations of the
Securities and Exchange Commission.  It is suggested that these consolidated
financial statements be read in conjunction with the consolidated financial 
statements and notes thereto included in the Company's Annual Report on Form 
10-KSB.  The results of operations for the three and nine months ended 
September 30, 1998, are not necessarily indicative of the results which may
be expected for the entire fiscal year.



NOTE 2.  ALLOWANCE FOR LOAN LOSSES

Activity in the allowance for loan losses is summarized as follows:

                                            (Dollars in thousands)
           
                                    Nine months ended             Year ended
                                      September 30,              December 31,
                                         1998                       1997
                                         ----                       ----

Balance, beginning of period            $1,480                     $1,263
Provision for loan losses                  (50)                        27
Charge-offs                                (52)                      (418)
Recoveries                                 190                        608
                                        ------                     ------
Balance, end of period                  $1,568                     $1,480
                                        ======                     ======
<PAGE>

NOTE 3.  REGULATORY CAPITAL

The following table illustrates the compliance by the Bank with currently 
applicable regulatory capital requirements at September 30, 1998.
<TABLE>                                        
<CAPTION>

                                                        (Dollars in thousands)
                                                                  Categorized as "Well
                                                                   Capitalized" Under
                                                For Capital         Prompt Corrective
                               Actual         Adequacy Purposes     Action Provisions
                               ------         -----------------     -----------------
                             Amount     Ratio     Amount     Ratio     Amount     Ratio
                            <C>        <C>       <C>        <C>       <C>        <C>
Total Risk-Based Capital 
(To Risk-Weighted Assets)    $12,142    24.35%    $3,989     8.00%     $4,987     10.00%

Tier I Capital 
(To Risk-Weighted Assets)     11,507    23.08%     1,995     4.00%      2,992      6.00%

Tier I Capital
(To Total Assets)             11,507    12.96%     3,548      4.00%     4,435      5.00%

Tangible Capital 
(To Total Assets)             11,507    12.96%     3,548      4.00%      N/A        N/A
</TABLE>

NOTE 4.  EARNINGS PER SHARE

Earnings per share (EPS) is computed in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings per Share," which was 
adopted by the Company as of December 31, 1997.  Common stock equivalents 
include shares granted under the Stock Option Plan ("SOP").  Following is a 
reconciliation of the numerators and denominators of the basic and diluted 
EPS calculations.

                              For the Three Months Ended September 30, 1998  
                              ---------------------------------------------
                                  Income          Shares         Per Share
                                (Numerator)    (Denominator)       Amount 
                                -----------    -------------       ------
Basic EPS 
     Income available to
     common shareholders          $238,973         641,629            $0.37

Effect of dilutive securities:
                                    None              3,893            
                                                      ------           -----
Diluted EPS Income available to
     common shareholders +
     assumed conversions           $238,973         645,522           $0.37
                                   ========         =======           =====

<PAGE>
                                   For the Three Months Ended September 30, 1997
                                  ----------------------------------------------
                                   Income           Shares            Per Share
                                   -------          -------           ---------
Basic EPS 
     Income available to
     common shareholders           $235,255           646,748          $0.36
Effect of dilutive securities:
                                    None                     0          
                                                      --------          -----
Diluted EPS Income available to
     common shareholders +
     assumed conversions           $235,255           646,748           $0.36
                                   ========           =======           =====

                               For the Nine Months Ended September 30, 1998  
                               --------------------------------------------
                                Income           Shares             Per Share  
                                -------           ------             ---------
Basic EPS 
     Income available to
     common shareholders           $720,898         641,629             $1.12

Effect of dilutive securities:      None              7,065             
                                                    -------             ------
Diluted EPS Income available to
     common shareholders +
     assumed conversions           $720,898         648,694             $1.12  
                                    =======         =======             ===== 

                               For the Nine Months Ended September 30, 1997  
                               --------------------------------------------
                                  Income              Shares       Per Share
                                  ------              ------       ---------
Basic EPS
     Income available to
     common shareholders          $633,629           646,748           $0.98

Effect of dilutive securities:     None                    0           
                                  --------           --------           -----
Diluted EPS Income available to
     common shareholders +
     assumed conversions          $633,629            646,748           $0.98
                                  ========            =======           =====
NOTE 5.COMPREHENSIVE INCOME

The Company adopted SFAS No. 130, "Reporting Comprehensive Income", effective 
January 1, 1998, which establishes standards for reporting comprehensive 
income and its components (revenues, expenses, gains and losses).  Components 
of comprehensive income are net income and all other non-owner changes in 
equity.  SFAS No. 130 requires that an enterprise (a) classify items of other 
comprehensive income by their nature in a financial statement and (b) display 
<PAGE>
the accumulated balance of other comprehensive income separately from 
retained earnings and additional paid-in capital in the equity section of a
statement of financial position.  Reclassification of financial statements
for earlier periods provided for comparative purposes is required.

The Company has chosen to disclose comprehensive income.  Components of 
comprehensive income are displayed net of income taxes.  The following table 
sets forth the related tax effects allocated to each element of comprehensive 
income for the three and nine months ended September 30, 1998 and 1997:

                                                     (Dollars in thousands)
                                           Three months ended September 30, 1998
                                           -------------------------------------
<TABLE>
                                                              Tax         
                                           Before-tax      (Expense) or   Net-of-tax
                                              Amount          Benefit         Amount
                                              ------          -------         ------
<S>                                        <C>              <C>           <C>
Unrealized gains (losses) on securities:
     Unrealized holding gains (losses)
          arising during period                  $230           ($59)          $171

Less: reclassification adjustment
          for (gains) losses realized in
          net income                                 2             0              2
                                                   ---            ---           ---
Net unrealized gains (losses)                      232            (59)          173
                                                   ---            ----          ---

Other comprehensive income                         $232           ($59)         $173
                                                   ====           =====          ===
</TABLE>
<TABLE>
<CAPTION>
                                                    (Dollars in thousands)      
                                           Three months ended September 30, 1997
                                           -------------------------------------
                                                               Tax
                                           Before-Tax     (Expense) or    Net-of-Tax
                                             Amount          Benefit        Amount
                                             ------          -------        ------
<S>                                          <C>           <C>            <C>   
Unrealized gains (losses) on securities:
     Unrealized holding gains (losses)
          arising during period               $65           ($22)          $43

Less: reclassification adjustment
          for (gains) losses realized in
          net income                            2               0            2
                                               --              --            --

Net unrealized gains (losses)                  67             (22)          45
                                              ---            -----         --- 
Other comprehensive income                    $62            ($22)         $45
                                              ===            =====         ===
</TABLE>
<PAGE>
                                                     (Dollars in thousands)
                                        Nine months ended September 30, 1998
                                          --------------------------------- 
                                                             Tax
                                          Before-Tax   (Expense) or  Net-of-Tax
                                              Amount        Benefit     Amount
                                              ------        -------     ------
<TABLE>
<S>                                            <C>            <C>          <C>
Unrealized gains (losses) on securities:
     Unrealized holding gains (losses)
          arising during period                 $153           ($52)        $101

Less: reclassification adjustment
          for (gains) losses realized in
          net income                              10             (3)           7
                                                ----            ----        ----

Net unrealized gains (losses)                    163            (55)         108
                                                ----            ----        ----

Other comprehensive income                      $163           ($55)        $108
                                                ====           =====        ====
</TABLE>

                                                       (Dollars in thousands)
                                          Nine months ended September 30, 1997
                                           ------------------------------------
                                                              Tax
                                           Before-Tax   (Expense) or  Net-of-Tax
                                               Amount      or Benefit     Amount
                                               ------     ----------     ------
<TABLE>
<S>                                           <C>         <C>           <C>
Unrealized gains (losses) on securities:
     Unrealized holding gains (losses)
          arising during period                 $157         ($54)       $103

Less: reclassification adjustment
          for (gains) losses realized in
          net income                               2            0           2
                                                 ---           ---        ---

Net unrealized gains (losses)                    159          (54)        105
                                                 ---          ----        ---

Other comprehensive income                      $159          ($54)      $105
                                                 ====          ====      ====
</TABLE>

NOTE 6.RECLASSIFICATIONS

Certain amounts in the prior period's financial statements have been 
reclassified to be consistent with the current period's presentation.  The 
reclassifications have no effect on net income.

<PAGE>

                                 FC BANC CORP.

                MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
================================================================================
Safe Harbor Clause 

     This report contains certain "forward-looking statements."  The Company 
desires to take advantage of the "safe harbor" provisions of the Private 
Securities Litigation Reform Act of 1995 and is including this statement for 
the express purpose of availing itself of the protection of such safe harbor 
with respect to all such forward-looking statements.  These forward-looking 
statements, which are included in Management's Discussion and Analysis, 
describe future plans or strategies and include the Company's expectations of 
future financial results.  The words "believe," "expect," "anticipate," 
"estimate," "project," and similar expressions identify forward-looking 
statements.  The Company's ability to predict results or the effect of future 
plans or strategies is inherently uncertain.  Factors which could affect 
actual results include interest rate trends, the general economic climate in 
the Company's market area and the country as a whole, loan delinquency rates, 
and changes in federal and state regulations.  These factors should be 
considered in evaluating the forward-looking statements, and undue reliance 
should not be placed on such statements.

General

     The Company is a bank holding company whose activities are primarily 
limited to holding the stock of The Farmers Citizens Bank, Bucyrus, Ohio, 
("Bank").  The Bank conducts a general banking business in northwest 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 Bank'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 Bank 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, 1998.  Prior period earnings per share 
calculations were restated to reflect the one-for-one stock split which was 
effective August 14, 1998.

     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.

     The Company is subject to regulation by the Board of Governors of the 
Federal Reserve System which limits the activities in which the Company and 
the Bank may engage.  The Bank is supervised by the State of Ohio, Division 
of Financial Institutions and its deposits are insured up to applicable limits 
under the Bank Insurance Fund ("BIF") of the Federal Deposit Insurance 
Corporation ("FDIC").  The Bank is a member of the Federal Reserve System and 
is subject to its supervision.  The Company and the Bank must file with the 

<PAGE>

U.S. Securities and Exchange Commission, the Federal Reserve Board and Ohio 
Division of Financial Institutions the prescribed periodic reports containing 
full and accurate statements of area of the Bank is Crawford and Morrow and 
contiguous counties in northwest central Ohio.

Recently Issued Accounting Pronouncements

      In June 1997, the Financial Accounting Standards Board ("FASB") also 
issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related 
Information."  SFAS No. 131 redefines how operating segments are determined 
and requires disclosure of certain financial and descriptive information 
about the Company's operating segments.  This statement supercedes SFAS No. 14, 
"Financial Reporting for Segments of Business Enterprises."  The new standard 
becomes effective for years beginning after December 15, 1997, and requires 
that comparative information from earlier periods be restated to conform to 
the requirements of this standard.  The adoption of this statement is not  
material to the Company.

Year 2000 Readiness

     The Year 2000 problem was created by computer programmers in the 1950's.
In order to save money and storage space, they used two digit date fields to 
represent Year information. They anticipated that systems would be oblsolete
by the Year 2000. Instead of writing new programs and fixing the problem, the
old programs were modified. Thus, some truncated fields may not work with
dates beyond 1999. Correct processing of date oriented information is
critical to the operation of all financial institutions. Failure of these 
processes could severely hinder the ability to continue operations and
provide customer service. Because of the critical nature of the issue, the
Company established a committee in the third quarter of 1997 to address "Year
2000" issues. The core data processing software used by the Company and Bank
was purchased from a nationally known software vendor. They are completely aware
of the potential problems, and have made it a part of their maintenance
cycle to handle the Year 2000. Their software was designed to process calendar 
year calculations using all four date digits. For display or report purposes,
two digit dates are sometimes displayed or represented. No calculations are 
performed using two digit date codes.

     The federal regulatory agencies that regulate the Company and Bank have 
instituted mandatory interagency guidelines establishing Year 2000 standards 
for safety and soundness in order to ensure Year 2000 compliance by financial 
institutions.  The federal banking regulatory agencies are overseeing this 
effort and are examining financial institutions periodically to track their 
Year 2000 compliance progress.  The Company and Bank are working to satisfy 
the regulatory guidelines but there can be no assurance that all interim 
milestones will be met.  However, management believes that the Company and 
Bank will be substantially compliant with Year 2000 guidelines. Our Company
is fully committed to addressing the Year 2000 problem. Our goal is to ensure
that our systems will handle the new century date change smoothly so that our 
customers will not be inconvenienced. 

     We are identifying relative systems; repairing, or upgrading systems to
resolve potential problems; and testing systems for Year 2000 compatibility.
We are also working closely with our third-party service providers to monitor 
their readiness for Year 2000. Management has been assured by their software 
vendors that any program changes necessary to ensure Year 2000 compliance will
be completed in adequate time to prevent any foreseeable processing problems.
We plan to complete testing and have all system changes implemented by June
30, 1999, as required by federal bank regulators. We will have alternative
methods of doing business as a contingency should problems occur. The
contingency plans address actions to be taken to continue operations in the
event of system failure due to areas that cannot be tested in advance, such as 
power and telephone service, which are vital to business continuation.

     All personal computers ("PCs") and related software throughout the 
Company have been inventoried and tested for Year 2000 capabilities.  The 
Company is using two testing methods for PC certification of Year 2000 
compatibility.  PCs must pass both tests to be considered ready for Year 
2000.  Those PCs identified as non-Year 2000 compatible will be modified or 
replaced. The company believes that the Year 2000 issue will not pose
significant operational problems and is not anticipated to be material to its

<PAGE>
 
financial position or results of operation in any given year.  As of September 
30, 1998, the Company estimates that total Year 2000 implementation costs will 
not exceed $177,000 and are expected to be expensed over the next 15 months, 
impacting fiscal years ending December 31, 1998 and 1999.  This estimate is 
based on information available at September 30, 1998, and may be revised as 
additional information and actual costs become available.


Changes in Financial Condition

     At September 30, 1998, the consolidated assets of the Company totaled 
$88.7 million, an increase of $10.1 million, or 12.81%, from $78.6 million at 
December 31, 1997.  The increase in total assets was primarily the result of 
an $10.1 million increase in deposits which were utilized to fund a net 
increase of $2.4 million in investments and $5.6 million in loan growth.  The 
remainder of the funds were invested in federal funds sold and other 
short-term interest-bearing deposits. 

     Net loans receivable increased by $5.6 million, or 14.52%, to $44.1 
million at September 30, 1998, compared to $38.5 million at December 31, 
1997.  The increase was primarily in the real estate related loan portfolio 
where the new loan demand continued to exceed loan repayments. 

     Investment securities increased $2.4 million, or 7.54%, from $32.5 
million at December 31, 1997, to $34.9 million at September 30, 1998.  The 
increase was primarily the result of rapid deposit growth realized from the 
opening of the Cardington, Ohio branch office which is a part of the 
Company's strategy to expand their market presence and customer base.

     A portion of the funds received from the deposit increases were 
temporally invested in federal funds until such time as they could be 
invested in higher yielding loans or investment securities. 

     Deposit liabilities increased $10.1 million, or 15.32%, from $66.1 
million at December 31, 1997, to $76.2 million at September 30, 1998.  
Management attributes the majority of the increase to the expansion of the 
banking operation while maintaining a competitive rate structure in the 
market area.  Interest credited on accounts also contributed to the increase.  

     Total shareholders' equity increased $473,000, or 4.23%, from $11.2 
million at December 31, 1997, to $11.7 million at September 30, 1998.  This 
increase was primarily the result of $721,000 in earnings for the first three 
quarters being supplemented by an increase in other comprehensive income 
(unrealized gains on securities available-for-sale) of $108,000 during the 
nine  months ended September 30, 1998 which was offset by the payment of a 
cash dividend to shareholders of $193,000.

     The Bank's liquidity, primarily represented by cash and cash 
equivalents, is a result of its operating, investing and financing activities.  
Principal sources of funds are deposits, loan and mortgage-backed security 
repayments, maturities of securities and other funds provided by operations.  
The Bank also has the ability to borrow from the Federal Home Bank of 
Cincinnati ("FHLB") as well as the Federal Reserve Bank of Cleveland 
("FRB"or "Fed").  While scheduled loan repayments and maturing investments are 
relatively predictable, deposit flows and early loan and mortgage-backed 
security prepayments are more influenced by interest rates, general economic 
conditions and competition.  The Bank maintains investments in liquid assets 
based upon management's assessment of (i) the need for funds, (ii) expected 
deposit flows, (iii) the yields available on short-term liquid assets and (iv) 
the objectives of the asset/liability  management program.  In the ordinary 
course of business,  part of such liquid investments portfolio is composed of
deposits at correspondent banks.  Although the amount on deposit at such 
banks often exceeds the $100,000 limit covered by FDIC insurance, the Bank 
monitors the capital of such institutions to ensure that such deposits do not 
expose the Bank to undue risk of loss.

     The Asset/Liability Management Committee of the Bank is responsible for 
liquidity management.  This committee, which is comprised of various 
managers,has an Asset/Liability Policy that covers all assets and liabilities, 
as well as off-balance sheet items that are potential sources and uses of 
liquidity. The Bank's liquidity management objective is to maintain the ability 

<PAGE>

to meet commitments to fund loans and to purchase securities, as well as to 
repay deposits and other liabilities in accordance with their terms.  The 
Bank's overall approach to liquidity management is to ensure that sources of 
liquidity are sufficient in amounts and diversity to accommodate changes in 
loan demand and deposit fluctuations without a material adverse impact on net 
income.  The Committee monitors the Bank's  liquidity needs on an ongoing 
basis.  Currently the Bank has several sources available for both short- and 
long-term liquidity needs.  These include, but are not restricted to advances 
from the FHLB, Federal Funds and borrowings from the Fed and other 
correspondent banking arrangements.

     The Bank is subject to various regulatory capital requirements 
administered by its primary federal regulator, the FRB.  Failure to meet 
minimum capital requirements can initiate certain mandatory, and possible 
additional discretionary actions by regulators that, if undertaken, could 
have a material affect on the Company and the consolidated financial 
statements. Under the regulatory capital adequacy guidelines and the 
regulatory framework for prompt corrective action, the Bank must meet specific 
capital guidelines that involve quantitative measures of the Bank's assets, 
liabilities, and certain off-balance-sheet items as calculated under regulatory 
accounting practices.  The Bank's capital amounts and classification under the 
prompt corrective action guidelines are also subject to qualitative judgements 
by the regulators about components, risk weighing, and other factors.

     Qualitative measures established by the regulation to ensure capital 
adequacy requires the Bank to maintain minimum amounts and ratios of: total 
risk-based capital and Tier I capital to risk-weighted assets (as defined by 
the regulations), and Tier I capital to average assets (as defined).  
Management believes, as of September 30, 1998, that the Bank meets all of the 
capital adequacy requirements to which it is subject.

     As of December 31, 1997, the most recent notification from the FDIC, the 
Bank was categorized as well capitalized under the regulatory framework for 
prompt corrective action.  To remain categorized as well capitalized, the 
Bank will have to maintain minimum total risk-based, Tier I risk-based, and 
Tier I leverage ratios as disclosed in Note 3 - Regulatory Capital.  There are 
no conditions or events since the most recent notification that management 
believes have changed the Bank's prompt corrective action category.

     At September 30, 1998, FC Banc Corp. had approximately $530,000 in 
commitments for capital expenditures.


                            Results of Operations

Comparison of Three Months Ended September 30, 1998 and 1997

     General.  Net income is continuing to increase at a steady pace during 
the third quarter of fiscal 1998, $237,000, as compared to the same three 
month period ended September 30, 1997, $235,000, an increase of $2,000.  This 
increase was primarily attributed to an increase in net interest income, the 
negative provision for loan losses coupled with increases in other 
non-interest income.  A significant portion of the increase was off-set by an 
increase in non-interest expense.

     Interest Income.  The rapid increase in average earning assets 
contributed to an increase in interest income of $237,000, or 16.94%, for the 
three months ended September 30, 1998 compared to 1997.  The increase was 
attributed to the additional loan interest and fee income of $138,000 
resulting primarily from an increase in loans receivable and a $102,000 
increase in investment income which was partially off-set by a $3,000 
decrease in income from federal funds sold.  These increases were off-set by 
the $107,000 increase in interest expense. 

     Interest Expense.  Interest expense on deposit liabilities increased 
$106,000 for the three months ended September 30, 1998, as compared to the 
same period in 1997.  Total deposits increased by $10.1 million comparing 
September 30, 1998, to 1997, the average cost of funds over the past twelve 
months was 3.35% which was relatively stable with a gradual rise and 
subsequent decline being noted during the first four months of 1998. 

     Provision for Loan Losses.  There were net recoveries of  $32,000 during 
the three months ended September 30, 1998, compared to net charge offs of 
$207,000 during the same period in 1997.  There was a negative provision for 
loan losses during the third quarter in 1998 compared to no provision during 

<PAGE>

the same period ending September 30, 1997.  The negative provision was based 
upon the results of the ongoing loan reviews and composition of the loan 
portfolio, primarily loans secured by one- to four-family residential 
properties and other forms of collateral, which are considered to have less 
risk.

     Non-Interest Income.  Non-interest income increased $33,000, or 26.16%, 
to $159,000 for the three months ended September 30, 1998, from $126,000 for 
the three months ended September 30, 1997.  The increase was primarily 
attributable to a $9,000 increase in service charges on deposit accounts and 
$1,000 increase in other service charges. There were no security gains or 
losses recognized during the three month period ended September 30, 1998, as 
compared to  $25,000 in losses recognized on the sale of several 
available-for-sale investment securities during the period ended September 
30, 1997.  

     Non-Interest Expense.  Non-interest expense increased $194,000, or 
29.00%, to $863,000 for the three months ended September 30, 1998, from 
$669,000 in the comparable period in 1997.  Of this increase, $123,000 was 
attributable to an increase in compensation and benefit expense in 1998, 
reflecting normal salary benefit adjustments.  Net occupancy and equipment 
expense increased $72,000, or 84.71%, to $157,000 for the three months ended 
September 30, 1998 as compared to the same period in 1997.  The ratio of 
non-interest expense to average total assets was 0.97% and 0.88% for the 
three months ended September 30, 1998 and 1997, respectively.

     Income Taxes.  The provision for income taxes decreased $8,000 for the 
three months ended September 30, 1998, compared with the prior year, 
primarily as a result of lower taxable income for the quarter.


Comparison of Nine Months Ended September 30, 1998 and 1997

     General.  Net income is continuing to increase at a steady pace during 
the first nine months of 1998, $721,000, as compared to the same nine month 
period ended September 30, 1997, $634,000, an increase of $87,000.  This 
increase was primarily attributed to an increase in net interest income, a 
decrease in the provision for loan losses and an increase in non-interest 
income.  A portion of the increase was off-set by an increase in non-interest 
expense.

     Interest Income.  The increases in average earning assets contributed to 
the increase in interest income of $605,000, or 14.73%, for the nine months 
ended September 30, 1998 compared to 1997.  The increase was attributed to 
the additional loan interest and fee income of $325,000 resulting primarily 
from an increase in loans receivable and a $263,000 increase in investment 
income as well as the $17,000 increase in income from federal funds sold.  
These increases were off-set by the $329,000 increase in interest expense. 

     Interest Expense.  Interest expense on deposit liabilities increased 
$329,000 for the nine months ended September 30, 1998, as compared to the 
same period in 1997.  Total deposits increased by $9.6 million comparing 
September 30, 1998 to 1997, the average cost of funds over the past twelve 
months was 3.35% with a gradual increase being noted during the first four 
months to 3.43% and then dropping back to 3.35%.  The Federal Funds purchased 
and securities sold under agreement to repurchase were utilized by management 
asa funding source in accordance with the asset/liability management program.

     Provision for Loan Losses.  There was a $50,000 negative provision for 
loan losses during the first nine months of 1998 as compared to a $27,000 
provision during the same period in 1997.  There were net recoveries of  
$138,000 during the nine months ended September 30, 1998, compared to net 
charge offs of $214,000, during the same period ending September 30, 1997.  
The absence of a provision was based upon the results of the ongoing loan 
reviews and composition of the loan portfolio, primarily loans secured by 
one-to four-family residential properties and other forms of collateral, which 
are considered to have less risk.

     Non-Interest Income.  Non-interest income increased $94,000, or 24.93%, 
to $471,000 for the nine months ended September 30, 1998, from $377,000 for 
the nine months ended September 30, 1997.  The increase was primarily 
attributable to a $49,000 increase in service charges on deposit accounts and 
$21,000 increase in other service charges. There were $25,000 in losses 
recognized on the other real estate during the period ended September 30, 
1997, compared to no gains or losses recognized in the same period ending 
September 30, 1998.  

     Non-Interest Expense.  Non-interest expense increased $353,000, or 
17.41%, to $2.4 million for the nine months ended September 30, 1998, from 
$2.0 million in the comparable period in 1997.  Of this increase, $250,000 
was attributable to an increase in compensation and benefit expense in 1998, 
reflecting normal salary benefit adjustments and additions to staff as a 
result of the branch market expansion .  Net occupancy and equipment expense 
increased $93,000, or 25.41%, to $459,000 for the first nine months ended 
September 30, 1998 as compared to the same period in 1997.  The ratio of 
non-interest expense to average total assets was 2.75% for the nine month 
periods ended September 30, 1998 compared to 2.64% for the same nine month 
period in 1997.

     Income Taxes.  The provision for income taxes increased $3,000 for the 
nine months ended September 30, 1998, compared with the prior year, primarily 
as a result of higher taxable income for the quarter.

<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

                   The Securities and Exchange Commission has recently amended 
              Rule 14a-4 to provide that with respect to a shareholder proposal 
              to be presented at an annual shareholders' meeting other than 
              pursuant to Rule 14a-8 (i.e., which is not to be included in the 
              registrant's proxy statement), the registrant's management may 
              exercise discretionary voting authority under proxies solicited 
              by it for the meeting, without mention of the proposal in the 
              proxy material, if it receives notice of the proposed non-Rule 
              14a-8 shareholder action less than 45 days prior to the calendar 
              date its proxy materials were mailed for the prior year's annual 
              meeting.

                   As this new provision applies to the Company, in the event 
              notice of a non-Rule 14a-8 shareholder proposal to be presented 
              at the Company's 1999 Annual Meeting of Shareholders is received 
              by the Company after January 13, 1999, the Company will be 
              permitted to exercise discretionary voting authority under 
              proxies solicited by it with respect to the 1999 Annual Meeting.


     ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

               a.  Exhibit 27: Financial Data Schedule
                    
               b.  A report on Form 8-K was filed on July 31, 1998 announcing a
                   2-for-1 stock split in the form of a 100% stock dividend.

<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, hereunto duly authorized.





                                       FC BANC CORP.


  Date  November 12, 1998                 /s/ G.W. Holden
        ----------------                 -----------------------------
                                         G. W. Holden
                                         President and Chief Executive Officer




  Date  November 12, 1998                 /s/ Jeffrey Wise
        -----------------                 ---------------------------
                                          Jeffrey Wise
                                          Principal Financial Officer