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 MARCH 31, 1999.
[  ] 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 April 30, 1999, 633,617 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
             March 31, 1999 and December 31, 1998

             Condensed consolidated statements of income --              4
             Three months ended March 31, 1999 and 1998

             Condensed consolidated statements of changes in             5
             shareholders' equity -- Three months ended March 31, 1999
             and year ended December 31, 1998                            

             Condensed consolidated statement of cash flows --           6
             Three months ended March 31, 1999 and 1998
     
             Notes to condensed consolidated financial statements --     7
             March 31, 1999 and December 31, 1998

Item 2.      Management's Discussion and Analysis of 
             Financial Condition and Results of Operations              10

PART II      OTHER INFORMATION

Item 1.      Legal Proceedings                                          15

Item 2.      Changes in Securities                                      15

Item 3.      Defaults upon Senior Securities                            15

Item 4.      Submission of Matters to a Vote of Security Holders        15     

Item 5.      Other Information                                          16

Item 6.     Exhibits and Reports on Form 8-K                            16

Signatures                                                              16
<PAGE>
<TABLE>
<CAPTION>
                             FC BANC CORP, INC.
                               BUCYRUS, OHIO
                         CONSOLIDATED BALANCE SHEETS
================================================================================

                                                                 (Dollars in thousands)
                                                          (Unaudited)     
                                                          At March 31,      At December 31,
                                                          ------------      ---------------
                                                             1999                 1998
                                                             ----                 ----
<S>                                                       <C>                  <C>
ASSETS          
Cash and cash equivalents:          
     Cash and amounts due from banks                       $   2,631            $  3,964
     Interest-bearing demand deposits in other banks               6                   5
     Federal funds sold                                          300               3,500
                                                            --------            --------         
          Total cash and cash equivalents                      2,937               7,469
          
Investment securities, available-for-sale                     37,644              37,319
          
Loans                                                         47,722              45,649
Allowance for loan losses                                     (1,702)             (1,725)
                                                            --------            --------
          Net Loans                                           46,020              43,924
          
Premises and equipment                                         1,661               1,489
Accrued interest receivable                                      844                 711
Cash surrender value of life insurance                         2,924               2,385
Deferred income taxes                                            320                 316
Other assets                                                     154                  72
                                                             -------             ------- 
          TOTAL ASSETS                                       $92,504             $93,685
                                                             =======             =======
          
LIABILITIES AND SHAREHOLDERS' EQUITY          
Deposits          
     Noninterest-bearing                                       9,679              10,517
     Interest-bearing                                         70,378              70,794
                                                             -------             -------
          Total deposits                                      80,057              81,311
                                                             -------             -------
                                                             
Borrowed funds                                                     0                   0
Accrued interest payable                                         156                 188
Other liabilities                                                543                 639
                                                             -------             -------
          
          TOTAL LIABILITIES                                   80,756              82,138

SHAREHOLDERS' EQUITY          
Preferred shares of $25 par value;           
  750 authorized; none issued                                      0                   0
Common shares, no par value; 4,000,000 shares          
     authorized; 665,632 shares issued                           832                 832
Additional paid-in capital                                     1,370               1,370
Retained earnings                                             10,320              10,079
Treasury shares, at cost                                        (721)               (685)
Accumulated other comprehensive income                           (53)                (49)
                                                             -------             -------
          TOTAL SHAREHOLDERS' EQUITY                          11,748              11,547
                                                             -------             -------
          
     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY              $92,504             $93,685
                                                             =======             =======
</TABLE>

--------------------------------------------------------------------------------
See accompanying notes

<PAGE>
<TABLE>
<CAPTION>
                               FC BANC CORP, INC.
                                 BUCYRUS, OHIO
                       CONSOLIDATED STATEMENTS OF INCOME 

================================================================================
                                                            (Dollars in thousands)
                                                          (Unaudited)         (Unaudited)
                                                         3 Months Ended     3 Months Ended
                                                            March 31,          March 31,
                                                            ---------          ---------
                                                              1999              1998
                                                              ----              ----
<S>                                                         <C>                <C>
INTEREST INCOME                                                                    
Interest and fees on loans                                   $1,052           $  982
Interest and dividends on investment securities                 508              483
Interest on federal funds sold                                   21               29
Interest on bank deposits                                         0                0
                                                             ------           ------
     TOTAL INTEREST INCOME                                    1,581            1,494
                                                             ------           ------
                                                                                   
INTEREST EXPENSE                                                                   
Interest on deposits                                            616              604
Interest on borrowed funds                                        0                0
                                                             ------           ------
                                                                                   
     TOTAL INTEREST EXPENSE                                     616              604
                                                             ------           ------
                                                                                    
     NET INTEREST INCOME                                        965              890
Provision for loan losses                                       (25)               0
                                                             ------           ------
                                                                                   
     NET INTEREST INCOME AFTER PROVISION                                           
          FOR LOAN LOSSES                                       990              890
                                                                                   
OTHER INCOME                                                                       
Service charges                                                 110              107
Gains from sales of investment securities, net                    0                4
Life insurance buildup                                           35               17
Other income                                                     11                3
                                                             ------           ------
     TOTAL OTHER INCOME                                         156              131
                                                                                   
OTHER EXPENSES                                                                     
Salaries and employee benefits                                  379              331
Net occupancy and equipment expenses                            166              138
Advertising and public relations                                 35               20
Directors' fees                                                  19               17
Legal and professional                                           37               45
State taxes                                                      40               40
Supplies                                                         25               40
Other expenses                                                  124              102
                                                             ------           ------
                                                                                    
     TOTAL OTHER EXPENSES                                       825              733
                                                             ------           ------
                                                                                     
     NET INCOME BEFORE FEDERAL INCOME TAX EXPENSE               321              288
Federal income tax expense                                       80               68
                                                             ------           ------
                                                                                    
     NET INCOME                                              $  241           $  220
                                                             ======           ======
          
EARNINGS PER SHARE:          
          
          
Earnings per common share - basic                             $0.38            $0.34     
Earnings per common share - diluted                           $0.37            $0.34     

</TABLE>
--------------------------------------------------------------------------------
See accompanying notes

<PAGE>


                                 FC BANC CORP, INC.
                                    BUCYRUS, OHIO
             CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                              (Dollars in thousands)
                                               Number of Shares                                           Amounts
                                         ---------------------------   -----------------------------------------------------------

                                                                                                         Accumulated
                                                                       Additional                        Other          Compre- 
                                          Common    Treasury  Common   Paid-In      Retained  Treasury   Comprehensive  hensive
                                          Stock     Stock     Stock   Capital      Earnings   Stock     Income          Income
                                          -----     -----     -----   -------      --------   -----     ------          ------
<S>                                     <C>        <C>       <C>     <C>         <C>          <C>         <C>           <C>
Balance at December 31, 1997             665,632    23,256    $832    $1,370      $ 9,461      $(484)      $16 
                                                                                                                              
Net Income                                                                          1,001                                $1,001
Other comprehensive income                                                                                                    
                                                                                                                              
     Change in unrealized                                                                                                     
          gain (loss) on securities                                                                                           
          available-for-sale, net of                                                                                           
          deferred income tax of $31                                                                       (65)             (65)
                                                                                                                          -----
                                                                                                                                   
Comprehensive income                                                                                                      $ 936
                                                                                                                          =====
Dividends declared-common ($0.60) per shares                                         (383)                                     
                                                                                                                              
Purchase of 7,447 common shares                      7,447                                      (201)                         
                                         -------   -------  ------    ------       ------      ------    ------               
                                                                                                                              
Balance at December 31, 1998             665,632    30,703     832     1,370       10,079       (685)      (49)               
                                                                                                                               
Net Income                                                                            241                                 $ 241
                                                                                                                              
Other comprehensive income                                                                                                    
                                                                                                                              
     Change in unrealized                                                                                                      
          gain (loss) on securities                                                                                            
          available-for-sale, net of                                                                                          
          deferred income tax of $2                                                                         (4)              (4)
                                                                                                                           -----
                                                                                                                               
Comprehensive income                                                                                                       $ 237
                                                                                                                           =====
                                                                                                                    
Purchase of 1,312 common shares                      1,312                                       (36)              
                                         -------    ------  ------    ------      -------      ------     -----                
Balances at March 31, 1999               665,632    32,015  $  832    $1,370      $10,320      $(721)     $(53)                
                                         =======    ======  ======    ======      =======      ======     =====
</TABLE>
-------------------------------------------------------------------------------
See accompanying notes
<PAGE>
<TABLE>
<CAPTION>
                               FC BANC CORP, INC.
                                 BUCYRUS, OHIO
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                     (Dollars in thousands)
                                                                    (Unaudited)        (Unaudited)
                                                                    3 Months Ended     3 Months Ended
                                                                       March 31,          March 31,
                                                                       --------           ---------
                                                                         1999               1998
                                                                         ----               ----
                                                                      <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net income                                                              $  241            $  220
Adjustments to reconcile net income to net cash          
     provided by operating activities:          
          Provision for loan losses                                        (25)                0
          Loss on sales of available-for-sale securities, net                0                (4)
          Income accrued on life insurance contracts                       (35)              (17)
          Depreciation                                                      95                69
          Deferred income taxes                                              1               (20)
          Investment securities amortization (accretion), net               57                 3
          Net change in:                                                                        
               Accrued interest receivable                                (132)                6
               Accrued interest payable                                    (32)              (10)
               Other assets                                                (81)             (178)
               Other liabilities                                           (97)              315
                                                                         -------          ------
     Net cash provided by (used in) operating activities                   (10)              384
                                                                         -------          ------
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchases of securities available-for-sale                              (3,924)           (8,602)
Proceeds from sales of securities available-for-sale                         0             3,514
Proceeds from maturities of securities available-for-sale                3,535               496
Purchase of loans                                                            0                 0
Net decrease in loans                                                   (2,072)           (1,845)
Purchase of premises and equipment                                        (267)              (39)
Purchase of life insurance contracts                                      (505)                0
                                                                        ------            ------
     Net cash used in investing activities                              (3,233)           (6,476)
                                                                        ------            ------
CASH FLOWS FROM FINANCING ACTIVITIES:          
Net increase (decrease) in:          
     Noninterest-bearing, interest bearing, demand, 
          and savings deposits                                          (2,185)            4,979
     Certificates of deposit                                               932             3,542
Net increase (decrease) in short-term borrowed funds                         0              (600)
Proceeds from note payable                                                   0                 0
Payments on note payable                                                     0                 0
Purchase of treasury stock                                                 (36)               (1)
Cash dividends paid                                                          0                 0
                                                                        ------            ------

     Net cash provided by (used in) financing activities                (1,289)            7,920
                                                                        ------            ------
          
NET INCREASE (DECREASE) IN CASH AND CASH          
     EQUIVALENTS                                                        (4,532)            1,828
          
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                         7,469             3,567
                                                                        ------            ------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                              $2,937            $5,395
                                                                        ======            ======
          
SUPPLEMENTAL DISCLOSURES          
Cash paid during the year for interest                                  $  648            $  614
Cash paid during the year for income taxes                                 171                62
</TABLE>

--------------------------------------------------------------------------------
See accompanying notes
<PAGE>

                               FC BANC CORP. 

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   March 31, 1999, and December 31,1998
                                (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 position as of March 31, 
1999, and December 31, 1998, and the results of operations for the three 
months ended March 31, 1999 and 1998, and the cash flows for the three months 
ended March 31,  1999 and 1998.  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 months ended March 31, 1999, 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)

                                Three months ended              Year ended
                                     March 31,                  December 31,
                                       1999                         1998
                                       ----                         ----

Balance, beginning of period          $1,725                       $1,480
Provision for loan losses                (25)                         (75)
Recoveries                                31                          379
Charge-offs                              (29)                         (59)
                                      ------                       ------
Balance, end of period                $1,702                       $1,725
                                      ======                       ======

<PAGE>

NOTE 3.  REGULATORY CAPITAL

The following table illustrates the compliance by the Bank with currently 
applicable regulatory capital requirements at March 31, 1999.
<TABLE>
<CAPTION>
                                                          (Dollars in thousands)
                                                                                Categorized as "Well"
                                                                                 Capitalized" Under
                                                              For Capital        Prompt Corrective
                                          Actual           Adequacy Purposes      Action Provision
                                          ------           -----------------      ----------------
                                     Amount      Ratio      Amount     Ratio     Amount      Ratio
                                     ------      -----      ------     -----     ------      -----
                                   <C>          <C>       <C>        <C>        <C>         <C>
Total Risk-Based Capital 
(To Risk-Weighted Assets)            $12,427     23.15%    $4,294     8.00%      $5,367      10.00%

Tier I Capital
(To Risk-Weighted Assets)             11,743     21.88%     2,147     4.00%       3,220       6.00%

Tier I Capital
(To Total Assets)                     11,743     12.68%     3,704     4.00%       4,630       5.00%

Tangible Capital 
(To Total Assets)                     11,743     12.68%     3,704     4.00%        N/A        N/A


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.

</TABLE>
<TABLE>
<CAPTION>
                                                 For the Three Months Ended March 31, 1999  
                                                 -----------------------------------------
                                                   Income         Shares         Per Share
                                                (Numerator)    (Denominator)       Amount
                                                -----------    -------------       ------
<S>                                             <C>              <C>               <C>                                   

Basic EPS 
     Income available to
     common shareholders                         $241,454         634,367             $0.38

Effect of dilutive securities:                      None            9,512            ($0.01)
                                                 --------         -------             -----
Diluted EPS Income available to
     common shareholders +
     assumed conversions                         $241,454         643,879             $0.37
                                                 ========         =======             =====

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                  For the Three Months Ended March 31, 1998  
                                                  -----------------------------------------
                                                   Income           Shares       Per Share
                                                 (Numerator)     (Denominator)     Amount
                                                 -----------     -------------     ------
<S>                                              <C>             <C>              <C>
Basic EPS
     Income available to
     common shareholders                          $219,608        653,564          $0.34

Effect of dilutive securities:                      None                0          $0.00
                                                  --------        -------          -----

Diluted EPS Income available to
     common shareholders +
     assumed conversions                          $219,608        653,564          $0.34
                                                  ========        =======          =====
</TABLE>

NOTE 5.  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-month periods 
ended March 31, 1999 and 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 
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 its affairs.
<PAGE>
     The Bank conducts its business through its four offices located in 
Crawford and Morrow Counties, Ohio.  The primary market area of the Bank is 
Crawford and Morrow and contiguous counties in northwest central Ohio.

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 obsolete 
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 an 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 relevant systems; repairing, replacing, 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 have substantially completed the testing 
and plan to 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 Company's Business Resumption Contingency Planning Policy was 
completed in prior to March 31, 1999.  The policy identifies key milestones 
and includes information collection tools, establishes a reporting system and 
details work plans which are essential to the drafting of the appropriate 
contingency plans.  The contingency plans will 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 
financial position or results of operation in any given year.  As of March 31, 
1999, the Company had budgeted $202,000 for estimated Year 2000 implementation 
costs.  Thus far, the Company has incurred approximately $65,000 of related 
Y2K expenses and management anticipates that total costs will not exceed the 
budgeted amount.  The remaining costs are expected to be  expensed over the 
next 9 to 12 months, impacting fiscal years ending December 31, 1999 and 
2000.  This estimate is based on information available at March 31, 1999, and 
may be revised as additional information and actual costs become available.

     Currently, customer awareness is one of the most critical; areas of the 
Y2K Project.  Management has been providing ongoing training to our staff in 
am effort to prepare them to answer customer questions and concerns relative 
to Y2K and its effect on them and their businesses.  All employees have been 
provided with various literature and other information to inform and educate 
our customers.  A committee has been formed comprised of representatives from 
each of the local financial institutions in order to assume the community that 
we are united in dealing with Y2K issues and concerns.
<PAGE> 

                       Changes in Financial Condition

     At March 31, 1999, the consolidated assets of the Company totaled $92.5 
million, a decrease of $1.2 million, or 1.26%, from $93.7 million at December 
31, 1998.  The decrease in total assets was primarily the result of a $1.2 
million decrease in deposits which were invested as federal funds sold. 

     Net loans receivable increased by $2.1 million, or 4.77%, to $46.0 
million at March 31, 1999, compared to $43.9 million at December 31, 1998.  
The increase was primarily in the real estate related loan portfolio where the 
new loan demand continued to exceed loan repayments. 

     Investment securities were relatively stable during the first three 
months of 1999.  The increase of $325,000, or 0.87%, from $37.3 million at 
December 31, 1998, to $37.6 million at March 31, 1999, was primarily the 
result of the reallocation of funds from maturing securities. 

     Federal funds sold, which decreased $3.2 million during the first three 
months of 1999, were primarily employed to fund the increased demand for 
loans. 

     Deposit liabilities decreased $1.2 million, or 1.54%, from $81.3 million 
at December 31, 1998, to $80.1 million at September 30, 1998.  Management 
attributes the majority of the decrease to the competitive rate structure in 
the market area. 

     Total shareholders' equity increased $201,000, or 1.74%, from $11.5 
million at December 31, 1998, to $11.7 million at March 31, 1999.  This 
increase was primarily the result of $241,000 in earnings for the first three 
months being offset by the acquisition of 1,312 shares of treasury stock, 
$36,000, and a slight decrease in other comprehensive income (unrealized losses
on securities available-for-sale) of $4,000 during the three  months ended 
March 31, 1999. 

     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 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 
<PAGE>
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 March 31, 1999, that the Bank meets all of the 
capital adequacy requirements to which it is subject.

     As of December 31, 1998, 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 March 31, 1999, FC Banc Corp. had approximately $254,000 in 
commitments for capital expenditures.


                         Results of Operations

Comparison of Three Months Ended March 31, 1999 and 1998

     General.  Net income increased during the first quarter of 1999 as 
compared to the same three month period ended March 31, 1998.  Net income 
amounted to $241,000 versus $220,000, an increase of $21,000, or 9.55%.  This 
increase was primarily attributed to an increase in net interest income, a 
negative provision for possible loan losses and the cash surrender values 
buildup of life insurance policies.  These increases were offset by increases 
in salary and benefit costs, occupancy and equipment expenses and other 
general operating expenses.

     Interest Income.  The rapid increase in average earning assets was the 
primary contributing factor to the net  increase in interest income of 
$87,000, or 5.82%, for the three months ended March 31, 1999 compared to 
1998.  The increase was attributed to the additional loan interest and fee 
income of $70,000 resulting primarily from an increase in loans receivable and 
a $25,000 increase in investment income which was partially off-set by a 
$8,000 decrease in income from federal funds sold.  These increases were 
off-set by the $12,000 increase in interest expense. 

     Interest Expense.  Interest expense on deposit liabilities increased 
$12,000 for the three months ended March 31, 1999, as compared to the same 
period in 1998.  Total deposits increased by $1.3 million comparing March 31, 
1999, to 1998, the average cost of funds for the first three months of 1999 
was 3.13%, as compared to 3.53% for the same period in 1998.

     Provision for Loan Losses.  There were net recoveries of  $2,000 during 
the three months ended March 31, 1999, compared to net recoveries of $102,000 
during the same period in 1998.  There was a negative provision for loan 
losses during the first quarter in 1999 compared to no provision during the 
same period ending March 31, 1998.  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.

<PAGE>

     Non-Interest Income.  Non-interest income increased $25,000, or 19.08%, 
to $156,000 for the three months ended March 31, 1999, from $131,000 for the 
three months ended March 31, 1998.  The increase was primarily attributable to 
a $18,000 increase in cash surrender values of life insurance contracts and 
$8,000 increase in other miscellaneous charges. There were no security gains 
or losses recognized during the three month period ended March 31, 1999, as 
compared to  $4,000 in gains recognized on the sale of other investment 
securities during the period ended March 31, 1998.  

     Non-Interest Expense.  Non-interest expense increased $92,000, or 12.55%, 
to $825,000 for the three months ended March 31, 1999, from $733,000 in the 
comparable period in 1998.  Of this increase, $48,000 was attributable to an 
increase in compensation and benefit expense in 1999, reflecting normal salary 
benefit adjustments.  Net occupancy and equipment expense increased $28,000, 
or 20.29%, to $166,000 for the three months ended March 31, 1999, as compared 
to the same period in 1998.  The ratio of non-interest expense to average 
total assets was 0.89% and 0.90% for the three months ended March 31, 1999 and 
1998, respectively.

     Income Taxes.  The provision for income taxes increased $12,000 for the 
three months ended March 31, 1999, 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

          On March 24, 1999, the Corporation held its Annual Meeting of 
          Shareholders.

          Each of the three directors nominated were elected to terms of
          three (3) years expiring in 2002 by the following votes:
 
          Samuel J. Harvey       For: 443,268  Withheld:  10,734  Abstain:   0
                                      -------             ------            ---
          Charles W. Kimerline   For: 448,974  Withheld:   5,028  Abstain:   0
                                      -------              -----            ---
          James B. Pigman        For: 446,964  Withheld:   7,038  Abstain:   0
                                      -------              -----            ---
               

          Three other matters were submitted to the shareholders, for which 
          the following votes were cast:

          2.  Approval of the amendment to the Articles of Incorporation of FC 
              Banc Corp. to increase authorized common stock, without par 
              value, from 1,000,000 to 4,000,000 shares:

              For: 395,694     Against: 44,214      Abstain: 14,094
                   -------              ------               ------

          3.  Approval of the amendment to the Code of Regulations, 
              Article 2, Section, 2.10 to change the circumstances under 
              which directors may be removed and the procedures for removal
              of a director:

              For: 421,690     Against:  5,650     Abstain:  26,662
                   -------               -----               ------

          4.  Ratification of the selection of Robb, Dixon, Francis, Davis,
              Oneson & Company as the auditors of FC Banc Corp. for the 
              current year:

              For:  450,760     Against:    52      Abstain:  3,234
                    -------              -----                -----
<PAGE>


  
     ITEM 5 - OTHER INFORMATION

              Not Applicable


     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 March 24, 1999 announcing 
                  the commencement of a stock repurchase program to acquire
                  up to 31,111 common shares.

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

May 14, 1999                                    /s/ G.W. Holden
--------------------------------                 -------------------------------
Date                                             G. W. Holden
                                                 President and
                                                 Chief Executive Officer


May 14, 1999                                    /s/ Jeffrey Wise
--------------------------------                 -------------------------------
Date                                             Jeffrey Wise
                                                 Principal Financial Officer