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 JUNE 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. 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 July 30, 1998, 321,038 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
           June 30, 1998 and December 31, 1997

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

           Condensed consolidated statement of cash flows --           5
           Six months ended June 30, 1998 and 1997
     
           Notes to condensed consolidated financial                   6
           statements -- June 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)  (Unaudited)
                                                                June 30,   December 31,
                                                                  1998          1997
                                                                  ----          ----
<S>                                                             <C>           <C>
ASSETS
Cash and cash equivalents
     Cash and due from banks                                    $ 3,899       $ 3,566
     Interest-bearing demand deposits                                 1             1
     Federal funds sold                                               0             0
                                                                -------       -------
          Total cash and cash equivalents                         3,900         3,567

Investment securities, available-for-sale                        39,285        32,460

Loans (net of unearned interest)                                 44,442        40,029
Less: allowance for loan losses                                  (1,561)       (1,480)
                                                                -------       -------
          Net loans                                              42,881        38,549

Premises and equipment                                            1,416         1,416
Accrued income receivable                                           791           733
Cash surrender value of life insurance                            1,504         1,470
Deferred income taxes                                               464           285
Other assets                                                        403           148
                                                                -------       -------
          TOTAL ASSETS                                          $90,644       $78,628
                                                                =======       =======

LIABILITIES
Deposits
     Demand deposits                                            $11,330       $ 9,708
     Now accounts                                                13,464         9,509
     Savings accounts                                            21,983        19,583
     Time deposits of $100,000 or more                              954         1,135
     Other time deposits                                         29,106        26,157
                                                                -------       -------
          Total deposits                                         76,837        66,092

Federal funds purchased and securities sold
     under agreement to repurchase                                1,200           600
Other borrowed funds                                                  0            41
Accrued interest payable                                            181           181
Accrued federal income taxes                                        406            59
Other liabilities                                                   606           460
                                                                -------       -------
          TOTAL LIABILITIES                                      79,230        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;
     332,816 shares issued                                          832           832
Additional paid-in capital                                        1,370         1,377
Retained earnings                                                 9,752         9,461
Treasury stock, at cost: 11,778 and 11,628 shares                  (491)         (491)
Accumulated other comprehensive income                              (49)           16
                                                                -------       -------

          TOTAL SHAREHOLDERS' EQUITY                             11,414        11,195
                                                                -------       -------
          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $90,644       $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            6 Months Ended
                                                                      June 30,                  June 30,
                                                                  1998         1997         1998         1997
                                                                  ----         ----         ----         ----
<S>                                                              <C>          <C>          <C>          <C>
INTEREST INCOME
Interest and fees on loans                                       $1,010       $  910       $1,992       $1,806
Interest on investment securities:
     Taxable                                                        470          369          874          739
     Exempt from federal income tax                                  90           73          169          148
Dividends                                                             4            0            4            0
Interest on federal funds sold                                        9            6           38           16
                                                                 ------       ------       ------       ------
     TOTAL INTEREST INCOME                                        1,583        1,358        3,077        2,709
                                                                 ------       ------       ------       ------
INTEREST EXPENSE
Interest on interest-bearing demand accounts                         75           68          141          142
Interest on savings accounts                                        155          137          310          269
Interest on certificates of deposit                                 416          322          799          636
Interest on federal funds purchased and securities sold
     under agreement to repurchase                                    5            4            5            6
                                                                 ------       ------       ------       ------
     TOTAL INTEREST EXPENSE                                         651          531        1,255        1,053
                                                                 ------       ------       ------       ------
     NET INTEREST INCOME                                            932          827        1,822        1,656

Provision for loan losses                                           (25)           7          (25)          27
                                                                 ------       ------       ------       ------
     NET INTEREST INCOME AFTER
          PROVISION FOR LOAN LOSS                                   957          820        1,847        1,629

NON-INTEREST INCOME
Service charges on deposit accounts                                 106           83          199          164
Other service charges                                                 7            0           15            0
Life insurance                                                       17           17           34           34
Safe/night deposit                                                    3            0            9            0
Investment security gains                                             3            0            8            0
Other income                                                         31           31           33           53
                                                                 ------       ------       ------       ------
     TOTAL NON-INTEREST INCOME                                      167          131          298          251
                                                                 ------       ------       ------       ------

NON-INTEREST EXPENSE
Salaries and benefits                                               353          303          683          597
Net occupancy and equipment expense                                 165          122          303          253
FDIC deposit insurance expense                                        2            7            4           14
State and other taxes                                                40           40           79           82
Other expense                                                       212          195          435          414
                                                                 ------       ------       ------       ------
     TOTAL NON-INTEREST EXPENSE                                     772          667        1,504        1,360
                                                                 ------       ------       ------       ------
     NET INCOME BEFORE FEDERAL INCOME 
          TAX EXPENSE                                               353          284          641          520
Federal income tax expense                                           89           70          157          122
                                                                 ------       ------       ------       ------
     NET INCOME                                                     264          214          484          398
Other comprehensive income                                          (67)         140          (65)          60
                                                                 ------       ------       ------       ------
     TOTAL COMPREHENSIVE INCOME                                  $  197       $  354       $  419       $  458
                                                                 ======       ======       ======       ======
PER SHARE DATA:
Basic net income                                                 $ 0.82       $ 0.66       $ 1.51       $ 1.23      
Diluted net income                                                 0.78         0.66         1.44         1.23      
</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)
                                                                   6 Months Ended   6 Months Ended
                                                                       June 30,        June 30,
                                                                         1998            1997
                                                                         ----            ----
<S>                                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                             $   484         $   398
Adjustments to reconcile net income to net cash
    provided by operating activities:
          Depreciation                                                     164             132
          Provision for loan losses                                          0              27
          Provision for deferred taxes                                     (50)              0
          Gain (loss) on sale of investments                                (8)              0
          Income accrued on life insurance contracts                       (34)              0
          Amortization/Accretion - net                                      34              30
          Changes in operating assets and liabilities:
               Increase in other assets                                    (74)            (77)
               Increase in taxes payable                                   167              61
               Increase (decrease) in accrued income receivable            (58)            110
               Decrease in accrued interest payable                        (94)            (18)
               Increase in other liabilities                               144              97
                                                                       -------         -------
                 Total adjustments                                         283             362
                                                                       -------         -------
     Net cash provided by operating activities                             767             760

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of available-for-sale securities                4,342           3,679
Purchase of available-for-sale securities                              (13,380)         (1,290)
Net change in loans                                                     (4,431)          1,074
Proceeds from sale of available-for-sale securities                      2,095           1,001
Purchase of premises and equipment                                        (164)            (37)
                                                                       -------         -------
     Net cash used in investing activities                             (11,538)          4,427
                                                                       -------         -------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in demand and savings deposits                   7,977          (6,795)
Net increase in certificates of deposit                                  2,767               0
Net decrease in short-term borrowings                                      600             700
Proceeds from long-term debt                                               (41)              0
Purchase of treasury stock                                                  (7)           (168)
Dividends paid                                                            (193)              0
                                                                       -------         -------
     Net cash provided by financing activities                          11,103          (6,263)
                                                                       -------         -------
Net increase(decrease) in cash and cash equivalents                        332          (1,076)

Cash and cash equivalents at beginning of period                         3,567           5,057
                                                                       -------         -------
Cash and cash equivalents at end of period                             $ 3,899         $ 3,981
                                                                       =======         =======


SUPPLEMENTAL INFORMATION:
     Cash paid for:
          Interest                                                     $ 1,255         $ 1,071
          Net income taxes                                                  40              61
</TABLE>
--------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
<PAGE>
                                 FC BANC CORP. 

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                  June 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 June 30, 
1998, and December 31, 1997, and the results of operations for the three and 
six months ended June 30, 1998 and 1997, and the cash flows for the six months 
ended June  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 six months ended June  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)

                             Six months ended        Year ended
                                  June 30,           December 31,
                                    1998                1997
                                    ----                ----

Balance, beginning of period       $1,480              $1,263
Provision for loan losses             (25)                 27
Charge-offs                           (39)               (418)
Recoveries                            145                 608
                                   ------              ------
Balance, end of period             $1,561              $1,480
                                   ======              ======










                                         6  
<PAGE>
NOTE 3.  REGULATORY CAPITAL

The following table illustrates the compliance by the Bank with currently 
applicable regulatory capital requirements at June 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
                                 ------      -----      ------     -----      ------      -----
<S>                              <C>         <C>        <C>        <C>        <C>         <C>
Total Risk-Based Capital         $11,984     23.59%     $ 4,064     8.0%      $ 5,080     10.0%
     (To Risk-Weighted Assets)

Tier I Capital                    11,338     22.32%       2,032     4.0%        3,048      6.0%
     (To Risk-Weighted Assets)

Tier I Capital                    11,338     12.71%       3,624     4.0%        4,530      5.0%
     (To Total Assets)

Tangible Capital                  11,338     12.71%       3,624     4.0%        N/A       N/A
     (To Total Assets)
</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 June 30, 1998   
                                   -----------------------------------------
                                   Income          Shares          Per Share
                                   (Numerator)     (Denominator)   Amount
                                   -----------     -------------   ------
Basic EPS
Income available to
     common shareholders           $264,317        321,108         $0.82
                                                                   =====
Effect of dilutive securities:
None                                      0         18,710
                                   --------        -------
Diluted EPS
Income available to
     common shareholders +
     assumed conversions           $264,317        339,818         $0.78
                                   ========        =======         =====


                                         7
<PAGE>
                                   For the Three Months Ended June 30, 1997   
                                   -----------------------------------------
                                   Income          Shares          Per Share
                                   (Numerator)     (Denominator)   Amount
                                   -----------     -------------   ------
Basic EPS
Income available to
     common shareholders           $213,850        322,359         $0.66
                                                                   =====
Effect of dilutive securities:
None                                      0              0
                                   --------        -------
Diluted EPS
Income available to
     common shareholders +
     assumed conversions           $213,850        322,359         $0.66
                                   ========        =======         =====


                                   For the Six Months Ended June 30, 1998     
                                   -----------------------------------------
                                   Income          Shares          Per Share
                                   (Numerator)     (Denominator)   Amount
                                   -----------     -------------   ------
Basic EPS
Income available to
     common shareholders           $483,925        321,145         $1.51
                                                                   =====
Effect of dilutive securities:
None                                      0         15,195
                                   --------        -------
Diluted EPS
Income available to
     common shareholders +
     assumed conversions           $483,925        336,340         $1.44
                                   ========        =======         =====



                                   For the Six Months Ended June 30, 1997     
                                   -----------------------------------------
                                   Income          Shares          Per Share
                                   (Numerator)     (Denominator)   Amount
                                   -----------     -------------   ------
Basic EPS
Income available to
     common shareholders           $398,374        323,374         $1.23
                                                                   =====
Effect of dilutive securities:
None                                      0              0
                                   --------        -------
Diluted EPS
Income available to
     common shareholders +
     assumed conversions           $398,374        323,374         $1.23
                                   ========        =======         =====

                                         8
<PAGE>
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 
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 six months ended June 30, 1998 and 1997:
<TABLE>
<CAPTION>
                                                     (Dollars in thousands)

                                               Three months ended June 30, 1998
                                               ----------------------------------
                                                           Tax
                                               Before-Tax  (Expense)   Net-of-Tax
                                               Amount      or Benefit  Amount
                                               ------      ----------  ------
<S>                                            <C>         <C>         <C>
Unrealized gains (losses) on securities:
     Unrealized holding gains (losses)
          arising during period                $   (97)    $    32     $   (65)
     Less: reclassification adjustment
          for (gains) losses realized in
          net income                                (3)          1          (2)
                                               -------     -------     -------
     Net unrealized gains (losses)                (100)         33         (67)
                                               -------     -------     -------
Other comprehensive income                     $  (100)    $    33     $   (67)
                                               =======     =======     =======
<CAPTION>

                                                     (Dollars in thousands)

                                               Three months ended June 30, 1997
                                               ----------------------------------
                                                           Tax
                                               Before-Tax  (Expense)   Net-of-Tax
                                               Amount      or Benefit  Amount
                                               ------      ----------  ------
<S>                                            <C>         <C>         <C>
Unrealized gains (losses) on securities:
     Unrealized holding gains (losses)
          arising during period                $   210     $   (70)    $   140
     Less: reclassification adjustment
          for (gains) losses realized in
          net income                                 0           0           0
                                               -------     -------     -------
     Net unrealized gains (losses)                 210         (70)        140
                                               -------     -------     -------
Other comprehensive income                     $   210     $   (70)    $   140
                                               =======     =======     =======
</TABLE>

                                         9
<PAGE>
<TABLE>
<CAPTION>
                                                     (Dollars in thousands)
                                                Six months ended June 30, 1998
                                                ------------------------------
                                                            Tax
                                                Before-Tax  (Expense)   Net-of-Tax
                                                Amount      or Benefit  Amount
                                                ------      ----------  ------
<S>                                             <C>         <C>         <C>
Unrealized gains (losses) on securities:
     Unrealized holding gains (losses)
          arising during period                 $  (90)     $   31      $  (59)
     Less: reclassification adjustment
          for (gains) losses realized in
          net income                                (8)          2          (6)
                                                ------      ------      ------
     Net unrealized gains (losses)                 (98)         33         (65)
                                                ------      ------      ------
Other comprehensive income                      $  (98)     $   33      $  (65)
                                                ======      ======      ======
<CAPTION>
                                                      (Dollars in thousands)

                                                Six months ended June 30, 1997        
                                                -----------------------------------
                                                            Tax
                                                Before-Tax  (Expense)   Net-of-Tax
                                                Amount      or Benefit  Amount
                                                ------      ----------  ------
<S>                                             <C>         <C>         <C>
Unrealized gains (losses) on securities:
     Unrealized holding gains (losses)
          arising during period                 $   90      $  (30)     $   60
     Less: reclassification adjustment
          for (gains) losses realized in
          net income                                 0           0           0
                                                ------      ------      ------
     Net unrealized gains (losses)                  90         (30)         60
                                                ------      ------      ------
Other comprehensive income                      $   90      $  (30)     $   60
                                                ======      ======      ======
</TABLE>

The following table sets forth the components of accumulated other 
comprehensive income for the three and six months ended June 30, 1998 and 1997:
<TABLE>
<CAPTION>
                                               (Dollars in thousands)

                                                  Three months ended     Six months ended
                                                      June 30,               June 30,
                                                      --------               ________
                                                  1998        1997       1998        1997
                                                  ----        ----       ----        ----
<S>                                             <C>         <C>        <C>         <C>
Beginning balance                               $    18     $  (244)   $    16     $  (164)
Unrealized gains (losses) on securities, net        (67)        140        (65)         60
                                                -------     -------    -------     -------
Ending balance                                  $   (49)    $  (104)   $   (49)    $  (104)
                                                =======     =======    =======     =======
</TABLE>
                                        10
<PAGE>
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.





























                                        11
<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 six-month 
periods ended June 30, 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.

     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.

                                        12
<PAGE>
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.

Changes in Financial Condition

     At June 30, 1998, the consolidated assets of the Company totaled $90.6 
million, an increase of $12.0 million, or 15.29%, from $78.6 million at 
December 31, 1997.  The increase in total assets was primarily the result of 
an $10.7 million increase in deposits which were utilized to fund a net 
increase of $6.8 million in investments and $4.4 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 $4.3 million, or 11.24%, to $42.8 
million at June 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 $6.8 million, or 21.03%, from $32.5 
million at December 31, 1997, to $39.3 million at June 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 $10.7 million, or 16.26%, from $66.1 
million at December 31, 1997, to $76.8 million at June 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 $218,000, or 1.95%, from $11.2 
million at December 31, 1997, to $11.4 million at June 30, 1998.  This 
increase was primarily the result of $484,000 in earnings for the first two 
quarters being offset by a decrease in other comprehensive income (unrealized 
gains on securities available-for-sale) during the six  months ended June 30, 
1998 and 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.

                                        13
<PAGE>
     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 
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 weightings, 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 June 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 4 - 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 June 30, 1998, FC Banc Corp. had no material commitments for capital 
expenditures.


                              Results of Operations

Comparison of Three Months Ended June 30, 1998 and 1997

     General.  Net income is continuing to increase at a steady pace during 
the second three months of 1998, $264,000, as compared to the same three month 
period ended June 30, 1997, $214,000, an increase of $50,000.  This increase 
was primarily attributed to an increase in net interest income, the absence of 
a provision for loan losses coupled withincreases in other non-interest income.
A 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 $225,000, or 16.57%, for the 
three months ended June 30, 1998 compared to 1997.  The increase was 
attributed to the additional loan interest and fee income of $100,000 
resulting primarily from an increase in loans receivable and a $122,000 
increase in investment income as well as the $3,000 increase in income from 
federal funds sold.  These increases were off-set by the $120,000 increase in 
interest expense. 

     Interest Expense.  Interest expense on deposit liabilities increased 
$119,000 for the three months ended June 30, 1998, as compared to the same 
period in 1997.  Total deposits increased by $10.7 million comparing June 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. 

                                        14
<PAGE>
     Provision for Loan Losses.  There were net recoveries of  $4,000 during 
the three months ended June 30, 1998, compared to net recoveries of $102,000 
during the same period in 1997.  There was a negative provision for loan 
losses during the second quarter in 1998 compared to a provision of $7,000 
during the same period ending June 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 $36,000, or 27.48%, 
to $167,000 for the three months ended June 30, 1998, from $131,000 for the 
three months ended June 30, 1997.  The increase was primarily attributable to 
a $23,000 increase in service charges on deposit accounts and $7,000 increase 
in other service charges. There were $3,000 in gains recognized on the sale of 
several available-for-sale investment securities during the period ended June 
30, 1998.  

     Non-Interest Expense.  Non-interest expense increased $104,000, or 
15.74%, to $771,000 for the three months ended June 30, 1998, from $667,000 in 
the comparable period in 1997.  Of this increase, $50,000 was attributable to 
an increase in compensation and benefit expense in 1998, reflecting normal 
salary benefit adjustments.  Net occupancy and equipment expense increased 
$43,000, or 35.259%, to $165,000 for the three months ended June 30, 1998 as 
compared to the same period in 1997.  The ratio of non-interest expense to 
average total assets was 3.54% and 3.49% for the three months ended June 30, 
1998 and 1997, respectively.

     Income Taxes.  The provision for income taxes increased $19,000 for the 
three months ended June 30, 1998, compared with the prior year, primarily as a 
result of higher taxable income for the quarter.


Comparison of Six Months Ended June 30, 1998 and 1997

     General.  Net income is continuing to increase at a steady pace during 
the first six months of 1998, $484,000, as compared to the same six month 
period ended June 30, 1997, $398,000, an increase of $86,000.  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 $368,000, or 13.58%, for the six months 
ended June 30, 1998 compared to 1997.  The increase was attributed to the 
additional loan interest and fee income of $186,000 resulting primarily from 
an increase in loans receivable and a $160,000 increase in investment income 
as well as the $22,000 increase in income from federal funds sold.  These 
increases were off-set by the $202,000 increase in interest expense. 

     Interest Expense.  Interest expense on deposit liabilities increased 
$203,000 for the six months ended June 30, 1998, as compared to the same 
period in 1997.  Total deposits increased by $10.7 million comparing June 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 as a funding source 
in accordance with the asset/liability management program.  

     Provision for Loan Losses.  There was a $25,000 negative provision for 
loan losses during the first six months of 1998 as compared to a $27,000 
provision during the same period in 1997.  There were net recoveries of  
$105,000 during the six months ended June 30, 1998, compared to net charge 
offs of $7,000, during the same period ending June 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 $47,000, or 18.73%, 
to $298,000 for the six months ended June 30, 1998, from $251,000 for the six 
months ended June 30, 1997.  The increase was primarily attributable to a 

                                        15
<PAGE>
$35,000 increase in service charges on deposit accounts and $15,000 increase 
in other service charges. There were $8,000 in gains recognized on the sale of 
several available-for-sale investment securities during the period ended June 
30, 1998.  

     Non-Interest Expense.  Non-interest expense increased $144,000, or 10.59%, 
to $1.5 million for the six months ended June 30, 1998, from $1.4 million in 
the comparable period in 1997.  Of this increase, $86,000 was attributable to 
an increase in compensation and benefit expense in 1998, reflecting normal 
salary benefit adjustments.  Net occupancy and equipment expense decreased 
$50,000, or 16.50%, to $303,000 for the first six months ended June 30, 1998 
as compared to the same period in 1997.  The ratio of non-interest expense to 
average total assets remained constant at  3.52% for the six month periods 
ended June 30, 1998 and 1997.

     Income Taxes.  The provision for income taxes increased $35,000 for the 
six months ended June 30, 1998, compared with the prior year, primarily as a 
result of higher taxable income for the quarter.





































                                       16
<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 during the quarter ended 
                   June 30, 1998.


                                        17
<PAGE>
SIGNATURES

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





                                         FC BANC CORP.


Date /s/ August 14, 1998                 /s/ G. W. Holden
     -------------------                 -------------------------------------
                                         G. W. Holden
                                         President and Chief Executive Officer




Date /s/ August 14, 1998                /s/ Jeffrey Wise
     -------------------                --------------------------------------
                                        Jeffrey Wise
                                        Principal Financial Officer





























                                        18