U. S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                FORM 10-KSB

                  ANNUAL REPORT UNDER SECTION 13 or 15(d) of
                     THE SECURITIES EXCHANGE ACT of 1934

                  For the fiscal year ended December 31, 1996
                       Commission File Number   0-25616
                            _____________________

                                FC BANC CORP.
                (name of small business issuer in its charter)

              Ohio                                   34-1718070
       (State or other Jurisdiction                 (IRS Employer
       of incorporation or organization)            Identification Number)

         Farmers Citizens Bank Building, Box 567, Bucyrus, Ohio  44820
         (Address of principal executive offices)           (zip code)
 
                    Issuer's telephone number  (419) 562-4070
                           _____________________

                              not applicable
        Securities registered under Section 12(g) of the Exchange Act:
                      Common Shares ($2.50 Par Value)
                    Preferred Shares ($25.00 Par Value)

    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 ___

    Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information state-
ments incorporated by reference in Part III of this Form 10- KSB or any amend-
ment to this Form 10-KSB.  [ X ]
Securities registered under Section 12(b) of the Exchange Act:

         State issuer's revenues for the most recent fiscal year.  $6,088,000.
 
   State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold or the average
bid and asked prices of such stock, as of a specified date within the past 60
days:  As of March 1, 1997, 332,816 shares of Common Stock of the Registrant 
were outstanding.  The aggregate market value of the voting stock held by non-
affiliates was $12,223,640 based upon the trading price of $44.00 per share.

               Documents Incorporated by References


         Part III: Proxy Statement, dated March 24, 1997, of Registrant

         Transitional Small Business Disclosure Format     YES ___  NO _X_
<TABLE>
<CAPTION>

                                       FC BANC CORP.
                                    Cross Reference Sheet
                            Pursuant to Regulation ss 240.12b-23
________________________________________________________________________________
<S>                                          <C>                         <C>
                                              FORM 10-KSB                 EXHIBIT
PART  I
                                              Page No.                    Page No.
ITEM  1.     Description of
                Business                         2

ITEM  2.     Description of
                Property                         3

ITEM  3.     Legal Proceedings                   3

ITEM  4.     Submission  of
                Matters to a Vote
                of Security Holders           Not  Applicable

PART  II

ITEM  5.  Market for Common
                Equity and Related
                Stockholder Matters              4

ITEM  6.  Management Discussion
                and Analysis or Plan
                of Operation                     5                              B,C

ITEM  7.  Financial Statements                                                  A-2

ITEM  8.  Changes In and Disagreements
                With Accountants on 
                Accounting and                Not  Applicable
                Financial Disclosures

PART  III

ITEM  9.  Directors, Executive Officers,
                Promoters and Control 
                Person: Compliance With 
                Section 16(a)                                                   D-3
                of the Exchange Act                                             D-3

ITEM  10. Executive Compensation                                                D-7

ITEM  11. Security Ownership of Certain
                Beneficial Owners and 
                Management                                                      D-3

ITEM  12. Certain Relationships and                                             A-11
                Related Transactions                                            D-17

ITEM  13. Exhibits and Reports on           Exhibit A-Financial Statements
                Form 8-K                    Exhibit B-MD & A
                                            Exhibit C-Statistical Tables
                                            Exhibit D- Proxy Statement as filed
                                            on or before March 24, 1997
                                            Form 8-K dated December 10, 1996
                                            Exhibit E-Article 9 FDS (Exhibit 27)
            
</TABLE>
<PAGE>

                                   PART I

ITEM 1.  Description of Business

Business

    FC Banc Corp. (the "Holding Company") was organized as an Ohio corporation 
and incorporated by directors of The Farmers Citizens Bank (the "Bank") under 
Ohio law on August 20, 1992, at the direction of the Board of Directors of the
Bank for purpose of becoming a bank holding company by acquiring all of the out-
standing shares of Bank Common Stock.  The Holding Company acquired the Bank 
effective January 31, 1994.  The Holding Company has authorized 500,000 common
shares, par value $2.50 per share, of which 332,816 shares are currently issued
and 325,020 are outstanding.

    The Holding Company also has authorized 750 preferred shares, par value 
$25.00 per share without designating the terms of the preferred shares.  No 
preferred shares are currently outstanding or presently intended to be issued.

    FC Banc Corp. is a bank holding company engaged in the business of commer-
cial and retail banking through its subsidiary The Farmers Citizens Bank, which
accounts for substantially all of the revenues, operating income, and assets.
The Holding Company may in the future acquire or form additional subsidiaries,
including other banks, to the extent permitted by law.

    The Bank conducts a general banking business embracing the usual functions 
of a commercial, retail and savings bank, including:  time, savings, money 
market and demand deposit accounts; commercial, industrial, agricultural, real
estate, consumer installment and credit card lending; safe deposit box rental,
automated teller machines, and other services tailored to individual customers.
The Bank makes and services secured and unsecured loans to individuals, firms 
and corporations.  The Bank continuously searches for new products and services
for new products and services which are made available to their customers in 
order that they remain competitive in the market place.

    The Holding Company is subject to regulation by the Board ofGovernors of 
the Federal Reserve System (the "Federal Reserve Board") which limits the 
activities in which the Holding Company and the Bank may engage.  The Bank is
supervised by the State of Ohio, Division of Financial Institutions.  The Bank
is a member of the Federal Reserve System and is subject to its supervision.
The Bank is also a member of the Federal Deposit Insurance Corporation (the 
"FDIC").  As such, the Bank is subject to periodic examination by the Ohio 
Division of Banks and the Federal Reserve Board.  The Holding 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.

Effect of Government Monetary Policies

    The earnings of the Bank are affected by domestic economic conditions and
the monetary and fiscal policies of the United States government and its 
agencies.

    The Federal Reserve Board, through its monetary policies, regulates the 
money supply, credit conditions and interest rates in order to influence the 
general economic conditions.  This is accomplished primarily by their open 
market operations through the acquisition and disposition of United States 
Government securities, varying the discount rate (rate charged on member bank
borrowings), targeting Federal Funds rates, and adjusting the reserve require-
ments of member and nonmember bank deposits.  As a result the Federal Reserve
Board's monetary policies have had a significant effect on the interest income
and interest expense of commercial banks and are expected to continue to do so 
in the future.

Employees

    As of December 31, 1996, the Bank had 44 full-time and two part-time 
employees.  Currently the Holding Company has no paid employees.
<PAGE>
Competition

    The Bank competes with two area banks and two savings and loan associations,
various finance companies, credit corporations, and both local and Federal 
governments for sources and uses of funds.  The Bank is the fourth largest 
financial institution located in Crawford County, Ohio.

    Competitive factors among financial institutions can be classified into 
two categories, competitive rates and competitive services.  With the advent 
of deregulation, rates have become more competitive, especially in the area 
of time deposits.  From a service standpoint, financial institutions compete 
against each other in types of service such as costs, banking hours and similar
features.  The Bank is generally competitive with competing financial institu-
tions in its primary service area with respect to interest rates paid on time 
and savings deposits, charges on deposit accounts and interest rates charged
on loans.  With respect to services, the Bank offers extended banking hours 
and operates two ATM's.

    Pursuant to state regulations, the Bank is limited to the amount that it 
may lend to a single borrower.  As of December 31, 1996 and 1995, the legal 
lending limits were approximately $1,781,000 and $1,822,000, respectively.  
As of December 31, 1996 and 1995, no loans were over the legal lending limit.

ITEM 2.  Properties

    The Bank's principal office is located at 105 Washington Square, Bucyrus,
Ohio 44820.  The Bank's two branches are located at 233 North Sandusky Avenue,
Bucyrus, Ohio, and 1605 Marion Road, Bucyrus, Ohio. All of the above properties
are owned by the Bank.  The Bank currently supplies the Holding Company a
minimal office space at no cost.

ITEM 3.  Legal Proceedings

    The nature of the Bank's business generates a certain amount of litigation
involving matters arising in the ordinary course of business.  However, in the
opinion of Management of the Bank, there are no proceedings pending to which 
the Bank is a party or to which its property is subject, which, if determined
adversely to the Bank, would be material in relation to the Bank's undivided 
profits or financial condition, nor are there any proceedings pending other 
than ordinary routine litigation incident to the business of the Bank.

Memorandum of Understanding

    On February 14, 1995, The Farmers Citizens Bank (the "Bank"), the wholly 
owned subsidiary of the Company, entered into a Memorandum of Understanding 
(the "MOU") with the Federal Reserve Bank of Cleveland (the "FRB") and the 
Superintendent of the Ohio Division of Banks (the "Superintendent").  The MOU
requires the Bank, among other things, to:

         (i)  retain an independent bank management consultant to conduct a 
              complete management review to aid in the development of a manage-
              ment structure suitable to the Bank's needs that is adequately
              staffed by qualified and trained personnel, and upon the 
              conclusion of such review, to submit to the FRB and the 
              Superintendent a written management plan describing specific
              actions to be taken by the Bank to strengthen Bank management 
              and improve the Board of Directors' supervision over the officers;

        (ii)  submit a written business plan to the FRB and the Superintendent;

       (iii)  eliminate from its books, by charge-off or collection, all assets
              classified as "loss" in the joint report of examination of the 
              FRB and the Superintendent, dated September 30, 1994, and to 
              maintain an adequate valuation reserve for loan losses;

        (iv)  develop an amended loan policy, written loan review procedures 
              and a written plan to improve the Bank's position on past due 
              loans in excess of $100,000; and
<PAGE>

         (v)  develop an amended investment policy, including specific 
              objectives and goals for investments in structured note 
              securities and collateralized-mortgage obligations.

    On December 12, 1996, the Bank was officially notified that based upon the
improved overall condition of the organization, the existing Memorandum of 
Understanding was terminated.

    In addition, no other material proceedings are pending or are known to be
threatened or contemplated against the bank by government authorities or others.

ITEM 4.  Submission of Matters to a Vote of Security Holders

         Not Applicable.


                                    Part II
                                    
ITEM 5.  Market for the Registrant's Common Stock and Related Stockholder 
         Matters

Market Prices and Dividends

    At December 31, 1996, the Holding Company had approximately 506 shareholders
of record.  There is no established public trading market for the outstanding
shares of Holding Company Common Stock, although there have been a limited 
number of private transactions known to the management of the Holding Company.
Based solely on information made available to the Holding Company from a 
limited number of buyers and sellers, shares of the Holding Company Common 
Stock that have actually been traded in private transactions since December
31, 1994 were all traded between $40.00 and $44.00.  There may, however, have
been other transactions at other prices not known to management of the Holding
Company.

    Payment of dividends by the Bank is subject to regulatory limitations and
Ohio banking law.  Because cash available for dividend distribution to share-
holders of the Holding Company will initially only come from dividends paid by
the Bank to the Holding Company, these regulatory limitations on dividends by
the Bank will affect the amount of funds available for dividends by the Holding
Company.

    Dividends by the Bank may be declared by the Bank by its Board of Directors
out of surplus.  An Ohio bank must generally maintain surplus in an amount which
is at least equal to the amount of its capital.  In addition to other limita-
tions under Ohio law with respect to the payment of dividends, the approval of
the Division is required for the declaration of dividends by an Ohio bank if 
the total of all dividends declared by such bank in any year exceeds the total
of its net profits (as defined in Section 1117.02 of the Ohio Revised Code)
for that year combined with its retained net profits for the preceding two
years, less any required transfers to surplus or a fund for the retirement of
any preferred stock or capital securities.

    In 1996 the Holding Company declared cash dividends of $1.20 per share 
payable on December 13, 1996 to shareholders of record on December 6, 1996.
In 1995 the Holding Company declared cash dividends of $1.17 per share payable
on December 15, 1995 to shareholders of record on December 8, 1995.  In 1994 
the Holding Company declared cash dividends of $1.15 per share payable on 
December 15, 1994 to shareholders of record December 7, 1994.

    Dividends paid by the Holding Company necessarily depend upon earnings, 
financial condition, appropriate legal restrictions and other factors relevant
at the time the Board of Directors of the Holding Company considers dividend 
payment.  Under the Ohio Revised Code, the Holding Company is prohibited from
paying dividends if either the Holding Company would be unable to pay its debts
as they become due, or the Holding Company's total assets would be less than 
its total liabilities plus an amount needed to satisfy any preferential rights
of shareholders.  The Holding Company may only pay dividends out of surplus.
Surplus is defined as the excess of a corporation's assets over its liabilities
plus stated capital.  Total assets and liabilities are determined by the Board 
of Directors, which may base its determination on such factors as it considers
<PAGE>
relevant, including without limitation: (i) the book values of the assets and
liabilities of the Holding Company, as reflected on its books and records; and
(ii) unrealized appreciation and depreciation of the assets of the Holding 
Company.

    If, in the opinion of the applicable federal bank regulatory authority, a
bank under its jurisdiction is engaged in or is about to engage in an unsafe 
or unsound practice (which, depending on the financial condition of the bank, 
could include the payment of dividends), such authority may require, after 
notice and hearing, that such bank cease and desist from such practice.  The 
Federal Reserve Board has similar authority with respect to bank holding 
companies.  In addition, the Federal Reserve Bank and the FDIC have issued 
policy statements which provide that insured banks and bank holding companies
should generally only pay dividends out of current operating earnings. 

    In 1993 the Bank had declared equivalent cash dividends of $1.15 per share
payable on December 6, 1993 to shareholders of record on November 30, 1993.
The Bank has declared regular cash dividends on the Bank Common Stock in each
of the past five years.  In 1992, the Bank had declared cash dividends of $1.11
per share payable on December 4, 1992 to shareholders of record on November 
20, 1992.  

    Finally, the federal bank regulatory authorities have established guidelines
with respect to the maintenance of appropriate levels of capital by a bank or
bank holding company under their jurisdiction.  Compliance with the standards 
set forth in such policy statements and guidelines could limit the amounts 
which subsidiaries can pay as dividends and the amount of dividends which the
Holding Company and its subsidiaries may pay.

ITEM 6. Management's Discussion and Analysis of Financial 
        Condition and Results of Operations
     
        Refer to Exhibits B and C.

ITEM 7. Financial Statements and Supplementary Data

        Refer to Exhibit A.

ITEM 8. Changes in and Disagreements with Accountants on Accounting and 
        Financial Disclosure.

        Not Applicable.



                                   PART  III

ITEM 9.  Directors and Executive Officers of the Registrant

    The information set forth under the caption "INFORMATION REGARDING NOMINEES
AND CONTINUING DIRECTORS" of the Proxy Statement of the Holding Company to be
filed prior to March 26, 1996 with the United States Securities and Exchange 
Commission is incorporated by reference herein.

    The information set forth in the Exhibit captioned "INFORMATION ABOUT 
EXECUTIVE OFFICERS" is incorporated by reference herein.

ITEM 10.  Executive Compensation

    The information set forth under the caption "EXECUTIVE COMPENSATION" of the
Proxy Statement of the Holding Company to be filed prior to March 24, 1997 with
the United States Securities and Exchange Commission is incorporated by refer-
ence herein.
<PAGE>

ITEM 11.  Security Ownership of Certain Beneficial Owners and Management

    The information set forth under the caption "INFORMATION REGARDING NOMINEES
AND CONTINUING DIRECTORS" of the Proxy Statement of the Holding Company to be 
filed prior to March 24, 1997 with the United States Securities and Exchange 
Commission is incorporated by reference herein.

<PAGE>

    The information set forth in the Exhibit captioned "INFORMATION ABOUT 
EXECUTIVE OFFICERS" is incorporated by reference herein.

ITEM 12.  Certain Relationships and Related Transactions

    The information set forth under the caption "CERTAIN RELATIONSHIPS AND 
RELATED TRANSACTIONS" of the Proxy Statement of the Holding Company to be filed
prior to March 24, 1997 with the United States Securities and Exchange 
Commission is incorporated by reference herein.

ITEM 13.  Exhibits, Financial Statements, and Reports on Form 8-K

    (a)  The following documents are filed as a part of this Report:

         1.  Exhibit A - Financial Statements:

             Independent Auditors' Report
             Consolidated Balance Sheets - As of December 31, 1996 and 1995
             Consolidated Statements of Income - Years Ended December 31, 1996,
                 1995 and 1994
             Consolidated Statement of Changes in Shareholders' Equity - Years
                 Ended December 31, 1996, 1995 and 1994
             Consolidated Statements of Cash Flows - For the Years Ended 
                 December 31, 1996, 1995 and 1994
             Notes to Consolidated Financial Statements

         2.  Exhibit B - Management Discussion and Analysis

         3.  Exhibit C - Statistical Tables
     
             All schedules, except those included in Items 6 and 7, are omitted
             because they are inapplicable, not required, or the information 
             is included in the financial statements or the notes thereto, or
             the proxy statement.

         4.  Exhibit D - Proxy Statement

             Proxy Statement of the Holding Company to be filed prior to March
             24, 1997 with the United States Securities and Exchange Commission.

         5.  Reports on Form 8-K

             The Holding Company filed one report on Form 8-K during the last
             quarter of 1996 which detailed the changes in the Company's senior
             management.

         6.  Exhibit E - Article 9 FDS (Exhibit 27)

<PAGE>

SIGNATURES

    Pursuant to the requirements of Section 13 OR 15 (d) 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 in the City of 
Bucyrus, State of Ohio on the xxth day of March, 1997.

               FC BANC CORP.

       s/G. W. Holden
       _____________________________
       G. W. Holden
       President and Chief Executive Officer

       s/Terry L. Gernert
       _____________________________
       Terry L. Gernert
       Secretary 
                 
    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following Directors in the capacities indicated
on March xx, 1997.


       s/ Robert D. Hord                    s/ David G. Dostal
       ____________________________         _____________________________
       Robert D. Hord, Chairman             David G. Dostal, Director


       s/G. W. Holden                       s/Charles W. Kimerline
       ____________________________         _____________________________
       G. W. Holden, Director               Charles W. Kimerline, Director


       s/Terry L. Gernert                   s/James A. Spreng
       ____________________________         _____________________________
       Terry L. Gernert, Director           James A. Spreng, Director


       s/Jerry Harrer                       s/Joan C. Stemen
       ____________________________         _____________________________
       Jerry Harrer, Director               Joan C. Stemen, Director


       s/James B. Pigman
       ____________________________  
       James B. Pigman, Director