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

                                  (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, 2002.
       [ ] 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, 2002, 579,862 shares of Common Stock of the Registrant
         were outstanding. There were no preferred shares outstanding.


                               EXPLANATORY NOTE

This Amendment to the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2002, is being filed solely for the purpose of
submitting Exhibit 99.1 which was inadvertently omitted, and renumbering Exhibit
99.2 which was incorrectly identified as Exhibit 99.1. Other than the
aforementioned changes, all other information included in the initial filing is
unchanged.
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                                 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 27, 2002, the Corporation held its Annual Meeting of
               Shareholders.

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

               1. Each of the three directors nominated were elected to terms of
                  three (3) years expiring in 2005 by the following votes:

                  Patrick J. Drouhard      For: 359,524   Withheld:  20,310
                  Samuel J. Harvey         For: 359,524   Withheld:  20,310
                  Charles W. Kimerline     For: 367,636   Withheld:  12,198

               2. To ratify the appointment of S. R. Snodgrass as independent
                  auditor of FC Banc Corp for the fiscal year ending
                  December 31, 2002.

                  For: 370,692  Against: 4,058  Abstain: 5,084

     ITEM 5 - OTHER INFORMATION

               Not Applicable

     ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

               Exhibit
               Number    Description

                99.1     Agreement and General Release by FC Banc Corp, The
                         Farmers Citizens Bank, and G. Wildridge Holden
                         effective as of May 7, 2002.

                99.2     Independent Accountant's Report

     Report under Form 8-K filed on February 19, 2002 announcing the termination
     of Mr. G. W. Holden as President, CEO, and Director of the Farmers Citizens
     Bank and FC Banc Corp

     Report under Form 8-K filed on March 27, 2002 announcing the Board
     authorization of the repurchase of up to 4.99% of FC Banc Corp's
     outstanding common stock.
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SIGNATURES

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


                                    FC BANC CORP.


Date  May 21, 2002                  /s/ Coleman Clougherty
      -----------------             -------------------------------
                                    Coleman Clougherty
                                    Interim Chief Executive Officer



Date  May 21, 2002                  /s/ Jeffrey Wise
      -----------------             -------------------------------
                                    Jeffrey Wise
                                    Principal Financial Officer