FC BANC CORP
10KSB, 1997-03-26
STATE COMMERCIAL BANKS
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                  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     

<PAGE>
                         INDEPENDENT AUDITOR'S REPORT


The Board of Directors and Shareholders
FC Banc Corp. and Subsidiary
Bucyrus, Ohio


     We have audited the accompanying balance sheets of FC Banc Corp. and 
Subsidiary as of December 31, 1996 and 1995, and the related statements of 
income, changes in shareholders' equity and cash flows for the years ended 
December 31, 1996, 1995, and 1994.  These financial statements are the re-
sponsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of FC Banc Corp. and Subsidiary
as of December 31, 1996 and 1995, and the results of its operations and its 
cash flows for the years ended December 31, 1996, 1995 and 1994 in conformity
with generally accepted accounting principles.



                                                 ROBB, DIXON
                                           FRANCIS, DAVIS, ONESON
                                                 & COMPANY

Granville, Ohio
February 7, 1997






<PAGE>
<TABLE>
<CAPTION>
                                             FC BANC CORP. AND SUBSIDIARY

                                                    BUCYRUS,  OHIO

                                              CONSOLIDATED BALANCE SHEETS
________________________________________________________________________________________________
                                                                       (Dollars in thousands)    
                                                                          
                                                                            December 31,
                                                                      1996               1995
                                                                      ____               ____
<S>                                                                  <C>                <C>
ASSETS
Cash and cash equivalents
 Cash and amounts due from depository institutions                   $ 3,957            $ 5,329
 Federal funds sold                                                    1,100              4,200
                                                                     _______            _______
     Total cash and cash equivalents                                   5,057              9,529

Investment securities
 Securities available-for-sale                                        32,128             33,803
Loans, net                                                            39,780             35,882
Accrued interest receivable                                              837                769
Premises and equipment, net                                            1,476              1,406
Investments required by law-
    stock in Federal Reserve Bank                                         66                 66
Cash surrender value of life insurance                                 1,397              1,326
Deferred income taxes                                                    521                467
Other assets                                                             183                450
                                                                     _______            _______
     TOTAL ASSETS                                                    $81,445            $83,698

LIABILITIES 
Deposits                                                             $70,074            $70,891
Borrowed funds                                                           119              1,525
Accrued interest payable                                                 186                212
Other liabilities                                                        399                310
                                                                     _______            _______
     TOTAL LIABILITIES                                                70,778             72,938

SHAREHOLDERS' EQUITY
Preferred stock of $25 par value; 750 shares
    authorized, no shares issued and outstanding                           0                  0
Common stock of $2.50 par value; 500,000 shares
    authorized; 332,816 shares issued and outstanding                    832                832
Additional paid-in capital                                             1,377              1,370
Retained earnings                                                      8,944              8,653
Treasury stock, at cost; 7,796 and 0 shares                             (322)                 0
Unrealized loss on securities available-for-sale,
 net of applicable deferred income taxes                                (164)               (95)   
                                                                     _______            _______
     TOTAL SHAREHOLDERS' EQUITY                                       10,667             10,760  
                                                                     _______            _______
     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $81,445            $83,698
                                                                     _______            _______ 
See accompanying notes.
</TABLE>
<TABLE>
<PAGE>
<CAPTION>
                                                  FC BANC CORP. AND SUBSIDIARY

                                                            BUCYRUS, OHIO

                                               CONSOLIDATED STATEMENTS OF INCOME
_______________________________________________________________________________________________________
                                                    (Dollars in thousands, except per share data)
                                                            (Dollars in thousands)

                                                     1996          1995          1994  
                                                     ____          ____          ____  
<S>                                                 <C>           <C>           <C>
INTEREST INCOME
Interest and fees on loans                          $3,500        $3,354        $3,286
Interest on taxable investment securities            1,607         1,550         1,458
Interest on taxfree investment securities              398           468           552
Dividends on investment securities                       4             4             4
Interest on federal funds sold                         108           179           131
Other interest income                                    2             9            17
                                                    ______        ______        ______
     TOTAL INTEREST INCOME                           5,619         5,564         5,448

INTEREST EXPENSE
Interest on interest-bearing checking accounts         328           400           434
Interest on passbook accounts                          571           712           781
Interest on certificates of deposits                 1,357         1,291         1,038
Interest on borrowed funds                              21            39            28
                                                    ______        ______        ______
     TOTAL INTEREST EXPENSE                          2,277         2,442         2,281
                                                    ______        ______        ______
     NET INTEREST INCOME                             3,342         3,122         3,167
Provision for loan losses                                0           204         1,015
                                                    ______        ______        ______
     NET INTEREST INCOME AFTER PROVISION
          FOR LOAN LOSSES                            3,342         2,918         2,152

OTHER INCOME 
Service charges                                        336           323           321
Gain from sales of investment securities, net          (13)            3            38
Other                                                  146           102           166
                                                    ______        ______        ______
     TOTAL OTHER INCOME                                469           428           525

OTHER EXPENSES
Salaries and employee benefits                       1,468         1,367         1,225
Net occupancy and equipment expense                    505           440           305
Other operating expenses                             1,017         1,040           928
                                                    ______        ______        ______
     TOTAL OTHER EXPENSES                            2,990         2,847         2,458

     INCOME BEFORE FEDERAL INCOME 
         TAX EXPENSE                                   821           499           219
Federal income tax expense                             140           (34)         (116)
                                                    ______        ______        ______
     NET INCOME                                     $  681        $  533        $  335
                                                    ______        ______        ______
PER SHARE DATA:
Net income                                          $ 2.09        $ 1.61        $ 1.01
                                                    ______        ______        ______

See accompanying notes.
</TABLE>
<TABLE>
<PAGE>
<CAPTION>
                                               FC BANC CORP. AND SUBSIDIARY
                                  
                                                       BUCYRUS, OHIO
                                  
                                          CONSOLIDATED STATEMENTS OF CHANGES
                                                IN SHAREHOLDERS' EQUITY
_________________________________________________________________________________________________
                                                  (Dollars in thousands)
                                                                             Unrealized
                                                                             Gain (Loss)     Total
                                                                             On Securities   Share-
                               Common                Retained   Treasury     Available       holders'
                               Stock     Surplus     Earnings     Stock      For-sale        Equity
                               _____     _______     ________     _____      ________        ______
<S.                           <C>        <C>         <C>        <C>          <C>             <C>
Balances at 12/31/93          $  832     $1,370       $8,557     $    0       $    0         $10,759
Net income                                               335                                     335
Cash dividends declared 
    ($1.15 per share)                                   (383)                                   (383)
Cumulative effect to
    adopt SFAS No. 115                                                           211             211
Change in unrealized
    gain/loss on securities
    available-for-sale                                                        (1,104)         (1,104)
Purchase of 475 shares 
    of treasury stock                                               (15)                         (15)
Sale of 475 shares
    of treasury stock                                                15                           15
                              ______     ______       ______     ______       ______         _______
Balances at 12/31/94             832      1,370        8,509          0         (893)          9,818

Net income                                               533                                     533
Cash dividends declared
    ($1.17 per share)                                   (389)                                   (389)
Change in unrealized
    gain/loss on securities
    available-for-sale                                                           798             798
Purchase of 56,658     
    shares of treasury stock                                        (57)                         (57)
Sale of 56,658 shares
    of treasury stock                                                57                           57
                             ______      ______       ______      _____       ______         _______
Balances at 12/31/95            832       1,370        8,653          0          (95)         10,760

Net income                                               681                                     681
Cash dividends declared
    ($1.20 per share)                                   (390)                                   (390)
Change in unrealized
    gain/loss on securities
    available-for-sale                                                           (69)            (69)
Purchase of 10,105 
    shares of treasury stock                                       (416)                        (416)
Sale of 2,309 shares of 
    treasury stock                            7                      94                          101
                             ______      ______       ______      _____       ______         _______
Balances at 12/31/96         $  832      $1,377       $8,944      $(322)      $ (164)        $10,667
                             ______      ______       ______      _____       ______         _______

See accompanying notes.
</TABLE>
<TABLE>
<PAGE>
<CAPTION>
                                            FC BANC CORP. AND SUBSIDIARY

                                                    BUCYRUS, OHIO

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
___________________________________________________________________________________________________     
                                                                       (Dollars in thousands)
                                                                     Years ending December 31,
                                                                   1996        1995         1994 
                                                                   ____        ____         ____
<S>                                                               <C>         <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                        $  681      $  533       $  335
Adjustments to reconcile net income to net cash
 provided by operating activities:
     Premium amortization net of discount accretion                  114          53           95
     Provision for loan losses                                         0         204        1,015
     Loss (gain) from sales of investment securities, net             13          (3)         (38)
     Gain from sale of loans                                         (23)          0            0
     Income accrued on life insurance contracts                      (71)        (46)         (20)
     Depreciation                                                    273         247          137
     Deferred income taxes                                           (20)        (30)        (308)
     Changes in operating assets and liabilities:
       (Increase) decrease in accrued interest receivable            (68)         46            4
       (Increase) decrease in other assets                           231        (274)         (16)
       Increase (decrease) in accrued interest payable               (26)         19           10
       Increase  in other liabilities                                 89          91            7
                                                                  ______      ______       ______
NET CASH PROVIDED BY OPERATING ACTIVITIES                          1,193         840        1,221

CASH FLOWS FROM INVESTING ACTIVITIES:
Net decrease in time certificates of deposit                           0         200          194
Purchases of held-to-maturity securities                               0        (499)      (4,709)
Proceeds from maturities of held-to-maturity securities                0       4,655        5,447
Proceeds from sales of held-to-maturity securities                     0         600            0
Purchases of available-for-sale securities                        (9,256)     (5,705)     (10,699)
Proceeds from sales of available-for-sale securities               2,420       3,442        7,515
Proceeds from maturities of available-for-sale securities          8,280       2,194        1,218
Proceeds from sale of loans                                        1,097           0            0
Purchase of loans                                                 (2,889)          0            0
Net (increase) decrease in loans                                  (2,046)     (2,768)         522
Purchases of premises and equipment                                 (343)       (141)        (728)
Purchase of life insurance contracts                                   0           0         (807)
Death benefits received from life insurance contracts                  0           0          228
                                                                  ______      ______       ______ 
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES               (2,737)      1,978       (1,819)
                                                                           
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits                                 (817)       (893)         141
Net increase (decrease) in borrowed funds                         (1,406)        275          975
Payment on long term debt                                              0           0          (70)
Purchase of treasury stock                                          (416)        (57)         (15)
Sale of treasury stock                                               101          57           15
Dividends paid                                                      (390)       (389)        (383)
                                                                  ______      ______       ______
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES               (2,928)     (1,007)         663

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                                (4,472)      1,811           65
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                     9,529       7,718        7,653
                                                                  ______      ______       ______
CASH AND CASH EQUIVALENTS AT END OF YEAR                          $5,057      $9,529       $7,718
                                                                  ______      ______       ______

See accompanying notes.
</TABLE>

<PAGE>
                             FC BANC CORP. AND SUBSIDIARY

                                   BUCYRUS, OHIO

                     Notes to Consolidated Financial Statements 
______________________________________________________________________________ 

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation
The consolidated financial statements include the accounts of FC Banc Corp. and
its wholly-owned subsidiary, The Farmers Citizens Bank.  All material inter-
company balances and transactions have been eliminated in consolidation.

Nature of Operations
The Bank provides a variety of financial services to individuals and corporate
customers, through its three branches in Bucyrus, Ohio, which is primarily a 
small business and agricultural area.  The Bank's primary source of revenue is 
interest and fee income on loans.  

Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.  
Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change 
relate to the determination of the allowance for losses on loans and the 
valuation of real estate.  In connection with the determination of the estimated
losses on loans and foreclosed real estate, management obtains independent 
appraisals for significant properties.

A majority of the Bank's loan portfolio consist of commercial and residential
mortgage loans in the Crawford County, Ohio area.  The regional economy depends
heavily on the agricultural industry.  Accordingly, the ultimate collectibility
of a substantial portion of the Bank's loan portfolio and the recovery of a 
substantial portion of the carrying amount of foreclosed real estate are 
susceptible to changes in local market conditions.

While management uses available information to recognize losses on loans and 
foreclosed real estate, further reductions in the carrying amounts of loans 
and foreclosed assets may be necessary based on changes in local economic 
conditions.  In addition, regulatory agencies, as an integral part of their 
examination process, periodically review the estimated losses on loans and fore-
closed real estate.  Such agencies may require the Bank to recognize additional
losses based on their judgments about information available to them at the 
time of their examination.  Because of these factors, it is reasonably possible
that the allowances for losses on loans and foreclosed real estate may change
materially in the near term.  However the amount of the change that is 
reasonably possible cannot be estimated.

Investment Securities
All investment securities are classified as available-for-sale.  Unrealized 
holding gains and losses, net of tax, on available-for-sale securities are 
reported as a net amount in a separate component of shareholders' equity until
realized.  Gains and losses on the sale of available-for-sale securities are 
determined using the specific-identification method.  The amortization of 
premiums and the accretion of discounts are recognized in interest income 
using methods approximating the interest method over the period of maturity.

Declines in the fair value of individual securities below their cost that are
other than temporary result in write-downs of the individual securities to their
fair value.  The related write-downs are included in earnings as realized 
losses.

Loans
Loans are stated at unpaid principal balances, less the allowance for loan 
losses and unearned discounts.

Unearned discounts on installment loans are recognized as income over the 
term of the loans using a method that approximates the interest method.
<PAGE>
Interest income generally is not recognized on specific impaired loans unless 
the likelihood of further loss is remote.  Interest payments received on such
loans are applied as a reduction of the loan principal balance.  Interest 
income on other nonaccrual loans is not recognized until all principal payments
have been made in full.

The allowance for loan losses is maintained at a level which, in management's
judgment, is adequate to absorb credit losses inherent in the loan portfolio.
The amount of the allowance is based on management's evaluation of the 
collectibility of the loan portfolio, including the nature of the portfolio, 
credit concentrations, trends in historical loss experience, specific impaired
loans, and economic conditions and other risks inherent in the portfolio.  
Allowances for impaired loans are generally determined based on collateral 
values or the present value of estimated cash flows.  The allowance is increased
by a provision for loan losses, which is charged to expense, and reduced by
and reduced by charge-offs, net of recoveries. 

Premises and Equipment
Land is carried at cost.  Other premises and equipment are recorded at cost 
and are depreciated on the straight-line method.  Depreciation is provided 
over the estimated useful lives of the respective assets.  

Foreclosed Real Estate
Foreclosed real estate includes both formally foreclosed property and in-
substance foreclosed property.   In-substance foreclosed properties are those
properties for which the institution has taken physical possession, regardless
of whether formal foreclosure proceedings have taken place.

At the time of foreclosure, foreclosed real estate is recorded at the lower of
the carrying amount or fair value less cost to sell, which becomes the 
property's new basis.  Any write-downs based on the asset's fair value at date
of acquisition are charged to the allowance for loan losses.  After foreclosure,
these assets are carried at the lower of their new cost basis or fair value 
less cost to sell.  Costs incurred in maintaining foreclosed real estate and 
subsequent adjustments to the carrying amount of the property are included in
income (loss) on foreclosed real estate.

Income Taxes
Income taxes are provided for the tax effects of the transactions reported in
the financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the basis of available-for-sale 
securities, allowance for loan losses, income on nonaccrual loans, accumulated
depreciation, deferred compensation, and accretion income for financial and 
income tax reporting.  The deferred tax assets and liabilities represent the 
future tax return consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or settled.
Deferred tax assets and liabilities are reflected at income tax rates 
applicable to the period in which the deferred tax assets and liabilities are
expected to be realized or settled.  As changes in tax laws or rates are 
enacted, deferred tax assets and liabilities are adjusted through the provision
for income taxes.

Pension Plan
The Bank has a pension plan covering substantially all employees.  It is the 
policy of the Bank to fund the maximum amount that can be deducted for federal
income tax purposes but in amounts not less than the minimum amounts required 
by law.

Statements of Cash Flows
The Bank considers all cash and demand amounts due from depository institutions,
interest-bearing deposits in other Banks, and federal funds sold to be cash 
equivalents for purposes of the statements of cash flows.  The following is 
supplemental information supporting the statements of cash flows for the years
ended December 31, 1996, 1995 and 1994, respectively:
<TABLE>
<CAPTION>
                                                 (Dollars in thousands)
                                                1996        1995       1994
                                                ____        ____       ____
<S>                                             <C>         <C>        <C>
Cash paid during the year for interest          $2,304      $2,423     $2,271
Cash paid during the year for income taxes        (106)        165        265  

</TABLE>

<PAGE>
Fair Values of Financial Instruments
Statement of Financial Accounting Standards No. 107, Disclosures about Fair 
Value of Financial Instruments, requires disclosure of fair value information 
about financial instruments, whether or not recognized in the balance sheet.
In cases where quoted market prices are not available, fair values are based 
on estimates using present value or other valuation techniques.  Those 
techniques are significantly affected by the assumptions used, including the 
discount rate and estimates of future cash flows.  In that regard, the derived 
fair value estimates cannot be substantiated by comparison to independent 
markets and, in many cases, could not be realized in immediate settlement of 
the instruments.  Statement No. 107 excluded certain financial instruments and
all nonfinancial instruments from its disclosure requirements.  Accordingly, 
the aggregate fair value amounts presented do not represent the underlying 
value of the Bank.

The following methods and assumptions were used by the Bank in estimating its
fair value disclosures for financial instruments:

  Cash and cash equivalents:  The carrying amounts reported in the balance 
  sheets for cash and cash equivalents approximate those assets' fair values.

  Investment securities:  Fair values for investment securities are based on 
  quoted market prices, where available.  If quoted market prices are not 
  available, fair values are based on quoted market prices of comparable 
  instruments.

  Loans:  For variable-rate loans that reprice frequently and with no 
  significant change in credit risk, fair values are  based on carrying 
  amounts.  The fair values for other loans (for example, fixed rate 
  commercial real estate and  rental property mortgage loans and commercial 
  and industrial loans) are estimated using discounted cash flow  analysis, 
  based on interest rates currently being offered for loans with similar terms
  to borrowers of similar credit  quality.  Loan fair value estimates include
  judgments regarding future expected loss experience and risk characteristics.
  Fair values for impaired loans are extimated using discounted cash flow
  flow analysis or underlying collateral values, where applicable.  The carrying
  amount of accrued interest receivable approximates its fair value.

  Deposits:  The fair values disclosed for demand deposits are, by definition,
  equal to the amount payable on demand at the reporting date (that is, their
  carrying amounts).  The carrying amounts of variable-rate, fixed-term money-
  market accounts and certificates of deposit approximate their fair values.
  Fair values for fixed -rate certificates of deposit are estimates using a 
  discounted cash flow calculation that applies interest rates currently offered
  on certificates to a schedule of aggregated contractual expected monthly 
  maturities on time deposits.  The carrying amount of accrued interest pay-
  able approximates fair value.

  Short-term borrowings:  The carrying amounts of short-term borrowings 
  approximate their fair values.

Postretirement Benefits
Postretirement health care and life insurance benefits are charged to salaries
and employee benefits expense when paid.  In December, 1990, the Financial 
Accounting Standards Board issued Statement of Financial Accounting Standards
(SFAS) No. 106, Employers' Accounting for Postretirement Benefits Other Than 
Pensions.  Under SFAS No. 106, beginning in 1995, postretirement benefits other
than pensions were accounted for in a manner similar to current standards for
accounting for pensions.  SFAS No. 106 requires that the accumulated postretire-
ment benefit obligation be either charged in the income statement as a 
cumulative effect of a change in accounting in the period of adoption or delayed
and amortized over future periods as part of future postretirement benefits 
costs.

Net Income Per Share of Common Stock
Net income per share of common stock is computed by dividing net income by 
the weighted average number of shares of common stock outstanding during the 
period.

Off-Balance Sheet Financial Instruments
In the ordinary course of business the Bank has entered into off balance sheet
financial instruments consisting of commitments to extend credit, commitments
under credit card arrangements, and standby letters of credit.  Such financial
instruments are recorded in the financial statements when they become payable.

Advertising
Advertising costs are changed to operations when incurred.
<PAGE>
Reclassifications
Certain amounts in 1994 and 1995 have been reclassified to conform with the 
1996 presentation.



NOTE B - RESERVE BALANCE REQUIREMENTS

The Bank is required to maintain certain cash and due from bank reserve balances
daily in accordance with regulatory requirements.  The balance maintained under
such requirements was $641,000 at December 31, 1996.



NOTE C - INVESTMENT SECURITIES

Investment securities have been classified according to management's intent.
The amortized cost of securities and their approximate fair values are as 
follows:
<TABLE>
<CAPTION>
Securities available-for-sale
_____________________________
                                          (Dollars in thousands)

                              December 31, 1996                               December 31, 1995
                  __________________________________________      __________________________________________                 
                                Gross       Gross                               Gross       Gross
                  Amortized   Unrealized  Unrealized   Fair       Amortized   Unrealized  Unrealized   Fair
                    Cost        Gains       Losses     Value        Cost        Gains       Losses     Value
                    ____        _____       ______     _____        ____        _____       ______     _____
<S>               <C>         <C>         <C>          <C>        <C>         <C>         <C>          <C>
U.S. 
government
& federal
agencies          $24,239      $ 39        $(349)      $23,929    $23,757      $ 93        $(306)      $23,544

State & local
governments         6,887        88          (25)        6,950      9,423       123          (55)        9,491

Corporate debt
securities          1,239         1            0         1,240        756         3            0           759

Equity
securities              9         0            0             9          9         0            0             9
                  _______      ____        _____       _______    _______      ____        _____       _______
                  $32,374      $128        $(374)      $32,128    $33,945      $219        $(361)      $33,803
                  _______      ____        _____       _______    _______      ____        _____       _______
</TABLE>
 
The following is a summary of maturities of securities as of December 31, 1996:
<TABLE>
<CAPTION>
                                                    (Dollars in thousands)
                                                                                
Amounts maturing in:                               Amortized      Fair
                                                     Cost         Value 
                                                     ____         _____
<S>                                                <C>            <C>
One year or less                                    $ 4,265        $ 4,238
After one year through five years                    14,924         14,893
After five years through ten years                    8,661          8,613
After ten years                                       4,515          4,375
Equity securities                                         9              9
                                                    _______        _______
                                                    $32,374        $32,128
                                                    _______        _______
</TABLE>

The amortized cost and fair value of mortgage-backed securities are presented
by contractual maturity in the preceding table.  Expected maturities will 
differ from contractual maturities because borrowers may have the right to 
call or prepay obligations without call or prepayment penalties.

During 1996, the Bank sold securities for total proceeds of approximately 
<PAGE>
$2,420,000 resulting in gross realized gains of approximately $2,000 and 
gross realized losses of approximately $15,000.  During 1995 the Bank sold 
securities for total proceeds of approximately $4,042,000, resulting in gross 
realized gains of approximately $15,000 and gross realized losses of approx-
imately $12,000.  During 1994 the Bank sold securities for total proceeds of 
approximately $7,515,000, resulting in gross realized gains of approximately
$59,000 and gross realized losses of approximately $21,000.

There were no securities transferred between classifications during 1996.  In
1995, debt securities with an amortized cost of $8,278,000 were transferred 
from held-to-maturity to available-for-sale because of favorable state tax 
treatment on securities classified ad available-for-sale.  The securities had
an unrealized loss of approximately $72,000.  There were no securities trans-
ferred between classification during 1994.

Investment securities with a carrying amount of approximately $6,900,000 and 
$8,497,000 were pledged to secure deposits as required or permitted by law at
December 31, 1996 and 1995, respectively.  



NOTE D - LOANS

Loans at December 31, 1996 and 1995 are summarized as follows:
<TABLE>
<CAPTION>
                                                  (Dollars in thousands)

                                                    1996             1995  
                                                    ____             ____
<S>                                                <C>              <C>
Commercial                                         $12,749          $13,449
Real estate construction                             1,168              994
Commercial real estate                               7,440            3,981
Residential real estate, including farmland         14,002           11,032
Consumer                                             5,356            6,345
Term federal funds sold                                  0            1,000
Tax-exempt                                             315              378
Other                                                   13                1
                                                   _______          _______
                                                    41,043           37,180
Unearned discounts on installment loans                  0               (1)
Allowance for loans losses                          (1,263)          (1,297)   
                                                   _______          _______
     Total                                         $39,780          $35,882
                                                   _______          _______
</TABLE>

An analysis of the allowance for loan losses is as follows:
<TABLE>
<CAPTION>
                                             (Dollars in thousands)
 
                                      1996            1995            1994 
                                      ____            ____            ____
<S>                                  <C>             <C>             <C>
Balance, beginning of year           $1,297          $1,600          $  618
Loans charged off                      (116)           (574)           (139)
Recoveries                                8              67             106
Provision for losses                      0             204           1,015
                                     ______          ______          ______ 
Balance, end of year                 $1,263          $1,297          $1,600
                                     ______          ______          ______
</TABLE>
    
At December 31, 1996 and 1995, the total recorded investment in impaired loans,
all of which had allowances determined in accordance with SFAS No. 114 and 
No. 118, amounted to approximately $1,340,000 and $1,151,000, respectively.
The average recorded investment in impaired loans amounted to approximately 
$1,245,00 and $1,588,000 for the years ended December 31, 1996 and 1995, 
respectively.  The allowance for loan losses related to impaired loans amounted
to approximately $372,000 and $259,000 at December 31, 1996 and 1995, 
respectively.  Interest income on impaired loans of $139,000 and $85,000 was
recognized for cash payments received in 1996 and 1995, respectively.

The Bank has no commitments to loan additional funds to the borrowers whose 
loans have been classified as impaired.
<PAGE>
In the ordinary course of business, the Bank has and expects to continue to 
have transactions, including borrowings, with its officers, directors, share-
holders, and their affiliates.  In the opinion of management, such transactions
were on substantially the same terms, including interest rates and collateral,
as those prevailing at the time of comparable transactions with other persons
and did not involve more than a normal risk of collectibility or present any 
other unfavorable features to the Bank.  Loans to such borrowers are summarized
as follows:

<TABLE>
<CAPTION>
                                            (Dollars in thousands)
<S>                                               <C>
Balance, December 31, 1995                         $3,118
New loans                                           4,921
Payments                                           (4,293)
                                                   ______       
Balance, December 31, 1996                         $3,746
                                                   ______
</TABLE>
No loans were transferred to foreclosed real estate in 1996, 1995 or in 1994.



NOTE E - PREMISES AND EQUIPMENT
 
A summary of premises and equipment at December 31, 1996 and 1995 follows:
<TABLE>
<CAPTION>
                                                   (Dollars in thousands)

                                                   1996              1995 
                                                   ____              ____
<S>                                              <C>               <C>
Land                                              $   221           $   219
Buildings and improvements                          1,116               921
Furniture, fixtures, and equipment                  1,628             1,684
Construction in process                                21                13
                                                  _______           _______
                                                    2,986             2,837
Accumulated depreciation and amortization          (1,510)           (1,431)
                                                  _______           _______     
Total                                             $ 1,476           $ 1,406
                                                  _______           _______    
</TABLE>


NOTE F - CASH SURRENDER VALUE OF LIFE INSURANCE

The Bank is the beneficiary of insurance policies on the lives of four of its
past or present officers.  At December 31, 1996 and 1995, there were no notes
payable to the insurance company.



NOTE G - DEPOSITS

Deposit account balances at December 31, 1996 and 1995, are summarized as 
follows:
<TABLE>
<CAPTION>
                                              (Dollars in thousands)

                                               1996                  1995
                                               ____                  ____
                                         Amount       %        Amount       %
                                         ______     _____      ______     _____
<S>                                      <C>        <C>        <C>        <C>
Non-interest bearing checking accounts   $11,296     16.1%     $10,766     15.4%
Now and money market accounts             12,397     17.7       13,609     19.1   
Savings accounts                          20,208     28.8       21,541     30.3   
Certificates of deposit                   26,173     37.4       24,975     35.2   
                                         _______    _____      _______    _____
                                         $70,074    100.0%     $70,891    100.0%
                                         _______    _____      _______    _____
</TABLE>

<PAGE>
The aggregate amount of short-term jumbo certificates of deposit with a minimum
denomination of $100,000 was approximately $4,469,000 and $2,210,000 at December
31, 1996 and 1995.  

At December 31, 1996, scheduled maturities of certificates of deposit are as 
follows:
<TABLE>
<CAPTION>
                                         (Dollars in thousands)
<S>                                              <C>
1997                                              $21,467
1998                                                4,135
1999                                                  529
2000                                                   32
2001 and thereafter                                    10
                                                  _______
                                                  $26,173
</TABLE>
The Bank held deposits of approximately $688,000 for related parties at 
December 31, 1996.

Overdrawn demand deposits reclassified as loans totaled $13,000 and $5,000 at
December 31, 1996 and 1995, respectively.



NOTE H - BORROWED FUNDS

Borrowed funds balances at December 31, 1996 and 1995 are summarized as 
follows:
<TABLE>
<CAPTION>
                                                         (Dollars in thousands)

                                                            1996          1995 
                                                            ____          ____
<S>                                                       <C>           <C>
Securities sold under agreement to repurchase and 
    federal funds purchased                                $    0        $1,525
Note payable                                                  119             0
                                                           ______        ______
                                                           $  119        $1,525
                                                           ______        ______
</TABLE>    

Securities sold under agreement to repurchase generally mature within one to 
four days from the transaction date.  The securities underlying the agreements
were maintained under the Bank's control at all times.  The following applied
during 1996 and 1995 for securities sold under agreement to repurchase and 
federal funds purchased:
<TABLE>
<CAPTION>
                                                    (Dollars in thousands)

                                                       1996          1995
                                                       ____          ____
<S>                                                   <C>           <C>
Interest rates at year end                              0.00%        3.23%
Highest month end amount outstanding during the year    2,375        2,898
Average amount outstanding during the year                405        2,112
Average rate of interest paid during the year           5.19%        3.25%

Securities underlying the agreements at year end:
    Carrying value                                     $    0       $2,974
    Market value                                       $    0       $2,975

</TABLE>

The notes payable had a weighted average interest rate of 4.72% at December 
31, 1996.  The future annual principal payment on the notes payable are as 
follows:
<TABLE>
<CAPTION>
                                         (Dollars in thousands)
<S>                                              <C>
     1997                                         $ 43   
     1998                                           38
     1999                                           38
                                                  ____
                                                  $119    
                                                  ____
</TABLE>  

<PAGE>
NOTE I - FEDERAL INCOME TAXES

The Bank and Subsidiary file a consolidated federal income tax return.  The 
consolidated provision for income taxes for 1996, 1995 and 1994 consists of 
the following:
<TABLE>
<CAPTION>
                                              (Dollars in thousands)

                                       1996            1995            1994
                                       ____            ____            ____
<S>                                   <C>             <C>             <C> 
Current federal tax expense            $ 160           $  (4)          $ 192
Deferred federal tax expense             (20)            (30)           (308)
                                       _____           _____           _____ 
                                       $ 140           $ (34)          $(116)
                                       _____           _____           _____ 
</TABLE>

The provision for federal income taxes differs from that computed by applying 
federal statutory rates to income before federal income tax expense, as 
indicated in the following analysis:
<TABLE>
<CAPTION>
                                                               (Dollars in thousands)
                                                   1996                 1995              1994
                                                   ____                 ____              ____ 
                                              Amount     %         Amount     %      Amount     %
                                              ______   _____       ______   _____    ______   _____
<S>                                           <C>      <C>         <C>      <C>      <C>      <C>
Expected tax provision at a 34% rate          $ 279     34.0%      $ 170     34.0%   $  75     34.0%
Effect of tax-exempt income on municipals      (142)   (17.3)       (165)   (33.1)    (198)   (90.4)
Life insurance income                           (25)    (3.0)        (16)    (3.2)     (19)    (8.7)
Interest and other non-deductible expenses       19      2.3          22      4.4       28     12.8  
Other, net                                        9      1.0         (45)    (8.9)      (2)     (.7)
                                              _____     ____       _____     ____    _____     ____
                                              $ 140     17.0%      $ (34)    (6.8%)  $(116)   (53.0%) 
                                              _____     ____       _____     ____    _____     ____
</TABLE>

The components of the deferred tax assets and liabilities consisted of the 
following at December 31:
<TABLE>
<CAPTION>
                                                     (Dollars in thousands)

                                                      1996             1995
                                                      ____             ____
<S>                                                  <C>              <C>
Unrealized loss on securities available-for-sale     $  82            $  47
Allowance for loan losses                              288              299
Nonaccrual loan interest                                60               41
Deferred compensation                                   89               51
Alternate minimum tax credit                            90               91
                                                     _____            _____
     Deferred tax assets                               609              529
                                                     _____            _____
Security accretion                                      (9)              (8)
Accumulated depreciation                               (79)             (54)
                                                     _____            _____
     Deferred tax liabilities                          (88)             (62)
                                                     _____            _____
     Net deferred tax asset                          $ 521            $ 467
                                                     _____            _____
</TABLE>
                                                                    


NOTE J - DIVIDEND RESTRICTION

The Bank as State Bank is subject to the dividend restrictions set forth by 
the State Division of Financial Institutions.  Under such restrictions, the 
bank may not, without the prior approval of the State Division of Financial 
Institutions, declare dividends in excess of the sum of the current year's 
earnings (as defined) plus the retained earnings (as defined) from the prior 
two years.  The dividends as of December 31, 1996, that the Bank could declare,
without the approval of the State Division of Financial Institutions, amounted
to approximately $1,032,000.
<PAGE>

NOTE K - PENSION PLAN

In 1989, the Bank initiated a 401K retirement savings plan, with all employees
eligible for inclusion in the plan.  Participants may make salary savings 
contributions up to 15% of the compensation, a portion of which will be matched
by the Company.  Contributions by the Farmers Citizens Bank charged to 
operations were $20,000, 20,000 and $18,000 for the years ended December 31,
1996, 1995 and 1994, respectively.

The Bank also has a profit sharing plan that covers employees who have one 
year of service and have attained the age of 21.  Contributions to the plan 
are at the discretion of the Board of Directors.  During 1996, 1995 and 1994,
contributions to the plan charged to operations were $0, $95,000 and $85,000,
respectively.



NOTE L - POSTRETIREMENT BENEFITS

The Company sponsors two defined benefit postretirement plans.  One plan 
provides health care coverage and the other provides life insurance benefits.
Both plans are noncontributory.  The Company's funding policy is to contribute
as billed with their normal health care plan.  For 1996 and 1995, the 
aggregate contributions were $1,000 and $13,000, respectively.

The following table sets forth the plan's funded status reconciled with the 
amount shown in the Company's balance sheet at December 31, 1996 and 1995:
<TABLE>
<CAPTION>
                                                        (Dollars in thousands)

                                                         1996            1995 
                                                         ____            ____
<S>                                                     <C>             <C>
Accumulated postretirement benefit obligation:
    Retirees                                            $(258)          $(204)
    Fully eligible active plan participants                 0            (117)
 Other active plan participants                           (69)           (220)
                                                        _____           _____
                                                         (327)           (541)
                                                        _____           _____
Plan assets at fair value                                   0               0 
                                                        _____           _____
Accumulated postretirement benefit
    obligation in excess of plan assets                  (327)           (541)
Unrecognized net loss from past experience
    different from that assumed and effects of 
       any changes in assumptions                          42              90
Unrecognized transition obligation,
    net of amortization                                   157             393
                                                        _____           _____
Accrued postretirement cost in the 
      balance sheet                                     $(128)          $ (58)
                                                        _____           _____
</TABLE>

Postretirement expense for 1996 and 1995 includes the following components:
<TABLE>
<CAPTION>
                                                       (Dollars in thousands)

                                                        1996            1995
                                                        ____            ____
<S>                                                    <C>             <C>
Service cost                                            $ 31            $ 18
Interest cost on accumulated benefit obligation           37              32
Amortization of transition obligation over 20 years       23              21
                                                        ____            ____
Net periodic postretirement expense                     $ 91            $ 71
                                                        ____            ____
</TABLE>

The health care cost trend rate assumption has a significant effect on the 
amounts reported.  Increasing the assumed health care cost trend rates by one
percentage point in each year would increase the accumulated postretirement 
benefit obligation as of December 31, 1996 by $7,000 and the aggregate of the 
service and interest cost components of postretirement expense for the year 
then ended by $1,000.
<PAGE>
For measurement purposes, a 11.0% and 9.50% annual rate of increase in the 
per capita cost of covered health care benefits for those under and over 65, 
respectively, was assumed for 1996, the rate was assumed to decrease gradually
to 5.5% at 2005 and remain at that level thereafter.

The weighted average discount rate used in determining the accumulated post 
retirement benefit obligation was 7.25%.



NOTE M - REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements administered 
by its primary federal regulator, the Federal Deposit Insurance Corporation 
(FDIC).  Failure to meet minimum capital requirements can initiate certain 
mandatory, and possible additional discretionary actions by regulators that, 
if undertaken, could have a direct material affect on the Bank and the con-
solidated financial statements.  Under the regulatory capital adequacy guide-
lines 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 regulation to ensure capital adequacy 
require the Bank to maintain minimum amounts and ratios of: total risk-based
capital and Tier I capital to risk-weighted assets (as defined in the regula-
tions), and Tier I capital to adjusted average assets (as defined).  As dis-
cussed in greater detail below, as of December 31, 1996, the Bank meets all of
the capital adequacy requirements to which it is subject.

As of December 31, 1996, the most recent notification from the FDIC, the Bank
was categorized as well capitalized under the regulatory framework for prompt
corrective action.  To be categorized as adequately capitalized, the Bank has 
to maintain minimum total risk-based, Tier I risk-based, and Tier I leverage 
ratios as set forth in the table below.  There are no conditions or events 
since the most recent notification that management believes have changed the 
Bank's category.
<TABLE>
<CAPTION>
                                                    (Dollars in thousands)  

                                                                                           To Be 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>   
As of December 31, 1996:
 Total Risk-Based Capital
   (to Risk Weighted Assets)       $11,228       23.1%        $ 3,882        8.0%       $ 4,852       10.0%
 Tier I Capital
   (to Risk Weighted Assets)        10,613       21.9           1,941        4.0          2,912        6.0   
 Tier I Capital
   (to Average Assets)              10,613       13.1           3,239        4.0          4,049        5.0   

As of December 31, 1995:
 Total Risk-Based Capital
   (to Risk Weighted Assets)       $11,221       23.1%        $ 3,759        8.0%       $ 4,699       10.0%
 Tier I Capital
   (to Risk Weighted Assets)        10,625       21.9           1,880        4.0          2,912        6.0   
 Tier I Capital
   (to Average Assets)              10,625       13.1           3,259        4.0          4,074        5.0   

</TABLE>

<PAGE>
NOTE N - COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Bank has various outstanding commitments
and contingent liabilities that are not reflected in the accompanying consoli-
dated financial statements.  The principal commitments of the Bank are as 
follows:

The Bank had outstanding commitments to originate loans as follows:
<TABLE>
<CAPTION>
                                             (Dollars in thousands)

                                              1996            1995 
                                              ____            ____
<S>                                          <C>             <C>
Home equity lines of credit                  $  557          $  369
Credit card lines                             1,045             959
Other loan commitments                        2,253           2,635
                                             ______          ______ 
                                             $3,855          $3,963
</TABLE>

Commitments under standby letters of credit totaled approximately $761,000 and 
$665,000 at December 31, 1996 and 1995, respectively (see NOTE O).

In addition, the Bank periodically is a defendant in various legal proceedings
arising in connection with its business.  It is the best judgment of management
that neither the financial position nor results of operations of the Bank will
be materially affected by the final outcome of these legal proceedings.



NOTE O - FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

The Bank is a party to financial instruments with off-balance-sheet risk in 
the normal course of business to meet the financing needs of its customers.
These financial instruments include commitments to extend credit and standby 
letters of credit.  These instruments involve, to varying degrees, elements of
credit and interest rate risk in excess of the amounts recognized in the 
consolidated statements of financial condition.

The Bank's exposure to credit loss in the event of nonperformance by the other
party to the financial instruments for commitments to extend credit and standby
letters of credit is represented by the contractual notional amount of those 
instruments (see NOTE N).  The Bank uses the same credit policies in making 
commitments and conditional obligations as it does for on-balance-sheet 
instruments.

Commitments to extend credit are agreements to lend to a customer as long as 
there is no violation of any condition established in the contract.  Commitments
generally have fixed expiration dates or other termination clauses and may 
require payment of a fee.  Since many of the commitments are expected to expire
without being drawn upon, the total commitment amounts do not necessarily 
represent future cash requirements.  The Bank evaluates each customer's credit
worthiness on a case-by-case basis.  The amount and type of collateral obtained,
if deemed necessary by the Bank upon extension of credit, varies and is based
on management's credit evaluation of the counterparty.

Standby letters of credit are conditional commitments issued by the Bank to 
guarantee the performance of a customer to a third party.  Standby letters of
credit generally have fixed expiration dates or other termination clauses and
may require payment of a fee.  The credit risk involved in issuing letters of
credit is essentially the same as that involved in extending loan facilities 
to customers.  The Bank's policy for obtaining collateral, and the nature of 
such collateral, is essentially the same as that involved in makeing commit-
ments to extend credit.

The Bank has not been required to perform on any financial guarantees during 
the past two years.  The Bank has not incurred any losses on its commitments 
in either 1996 or 1995.

The Bank had due from bank balances in excess of $100,000 with the following 
correspondent bank as of December 31, 1996:
<TABLE>
<CAPTION>
                                        (Dollars in thousands)
<S>                                           <C>
Federal Reserve Bank                          $ 2,449         
</TABLE>

<PAGE>
NOTE P - FAIR VALUES OF FINANCIAL INSTRUMENTS

The estimated fair values of the Company's financial instruments are as 
follows:
<TABLE>
<CAPTION>
                                            1996                      1995
                                    ____________________      ____________________
                                    Carrying       Fair       Carrying       Fair
                                    Amount         Value      Amount         Value
                                    ______         _____      ______         _____
<S>                                 <C>           <C>         <C>           <C> 
Financial assets:
  Cash and cash equivalents         $ 5,057       $ 5,057     $ 9,529       $ 9,529
  Investment securities              32,128        32,128      33,803        33,803
  Loans                              39,780        39,728      35,882        36,129
  Accrued interest receivable           837           837         769           769
  Cash surrender value of life 
    insurance                         1,476         1,476       1,326         1,326

Financial liabilities:
  Deposits                           70,074        70,110      70,891        70,954
  Borrowed funds                        119           119       1,525         1,525
  Accrued interest payable              186           186         212           212
</TABLE>

The carrying amounts in the preceding table are included in the balance sheet
under the applicable captions.  The contract or notional amounts of the Bank's 
financial instruments with off-balance-sheet risk are disclosed in NOTE N.  
No derivatives were held by the Bank for trading purposes.  It is not practi-
cable to estimate the fair value of Federal Reserve Bank stock because it is 
not marketable.  The carrying amount of that investment in reported in the 
consolidated balance sheets.



NOTE Q - OTHER EXPENSE

Components of other expense included in the consolidated statements of income
for the years ended December 31, 1996, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
                                              (Dollars in thousands)

                                          1996         1995         1994
                                          ____         ____         ____
<S>                                      <C>          <C>          <C>
Advertising & public relations            $   91       $   88       $   98
FDIC insurance                                21           91          156
Directors fees                                84           53           58
Legal and professional                       217          162           23
State taxes                                  158          164          163
Supplies                                      99           99           80
Other                                        347          383          350
                                          ______       ______       ______
Total                                     $1,017       $1,040       $  928
                                          ______       ______       ______ 
</TABLE>

<PAGE>
NOTE R - CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

<TABLE>
<CAPTION>
                                                   Condensed balance sheets
                                                   ________________________
                      
                                                    (Dollars in thousands)

                                                          December 31, 
                                                     1996             1995 
                                                     ____             ____
<S>                                                 <C>              <C>
Assets
  Cash and due from banks                            $    48          $     9
  Investment in subsidiary                            10,449           10,530
  Other assets                                           170              221
                                                     _______          _______
  Total assets                                       $10,667          $10,760
                                                     _______          _______
Shareholders' equity                                 $10,667          $10,760
                                                     _______          _______
<CAPTION>
                                                          Condensed statements of income
         
                                                             (Dollars in thousands)
 
                                                             Year ended December 31,    
                                                      1996             1995            1994 
                                                      ____             ____            ____
<S>                                                  <C>              <C>             <C>
Income
  Dividends from subsidiary                          $   726          $   604         $   458
Expenses
  Directors fees                                           8                5               5
  Legal and professional                                  22               41               9
  Supplies                                                 5                5               0
  Other                                                   15               13              11
                                                     _______          _______         _______
Total expenses                                            50               64              25

Income before income tax benefit
   and equity in undistributed net
   income of subsidiary                                  676              540             433

Income tax benefit                                        17               21               8
                                                     _______          _______         _______
                                                         693              561             441

Equity in undistributed net income of subsidiary         (12)             (28)           (106)
                                                     _______          _______         _______
Net income                                           $   681          $   533         $   335
                                                     _______          _______         _______
</TABLE>
<TABLE>
<PAGE>                  
<CAPTION>
                                                          Condensed statements of cash flows
                                                          __________________________________       
                                                                (Dollars in thousands)
 
                                                               Year ended December 31,
                                                     1996             1995             1994 
                                                     ____             ____             ____
<S>                                                 <C>              <C>              <C>
Operating activities
  Net income                                        $   681          $   533          $   335
  Adjustments to reconcile net
  income to net cash provided
  by operating activities:
     Change in other assets                              51             (166)              (9)
     Equity in undistributed income
        of subsidiary                                    12               28              106
                                                    _______          _______          _______
Net cash provided by operating activities               744              395              432
                                                    _______          _______          _______
Investing activities 
  Purchase of subsidiary                                  0                0               30
                                                    _______          _______          _______
Financing activities
  Payments on long-term debt                              0                0              (70)
  Purchase of treasury stock                           (416)             (57)             (15)
  Redemption of common stock                              0                0               (7)
  Sale of treasury stock                                101               57               15
  Cash dividends paid                                  (390)            (389)            (383)
                                                    _______          _______          _______
Net cash used in financing activities                  (705)            (389)            (460)

Net increase in cash and due from banks                  39                6                2

Cash and due from banks at beginning of year              9                3                1
                                                    _______          _______          _______
Cash and due from banks at end of year              $    48          $     9          $     3
                                                    _______          _______          _______
</TABLE>



NOTE S - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
                           (Dollars in thousands, except per share data)
                                               1996                           
                          _______________________________________________
                             4th          3rd          2nd          1st
                             ___          ___          ___          ___
<S>                        <C>          <C>          <C>          <C> 
Interest income             $1,490       $1,401       $1,368       $1,360
Interest expense               556          561          573          587
Net interest income            934          840          795          773
Provision for loan loss          0            0            0            0
Security gains, net              1            0          (14)           0
Net income                     218          238           80          145
Earnings per share             .68          .73          .24          .44

</TABLE>
<TABLE>
<PAGE>
<CAPTION>

                          (Dollars in thousands, except per share data)

                                              1995
                        _________________________________________________
                           4th          3rd          2nd           1st
                           ___          ___          ___           ___
<S>                      <C>          <C>          <C>           <C>
Interest income           $1,437       $1,375       $1,365        $1,387
Interest expense             608          625          613           596
Net interest income          829          750          752           791
Provision for loan loss        0            0            0           204
Security gains, net            1            4           (2)            0
Net income                   147          161          148            77
Earnings per share           .46          .48          .44           .23

</TABLE>


<PAGE>
                                 FC  BANC CORP.

                             1996  ANNUAL  REPORT


INTRODUCTION

    FC Banc Corp. (the "Holding Company") was organized as an Ohio corporation
and incorporated by the board of directors of The Farmers Citizens Bank (the 
"Bank") under Ohio law on August 20, 1992, for the purpose of becoming a bank
holding company owning all the outstanding shares of the Bank.  The Holding 
Company acquired the Bank on January 31, 1994, and as of December 31, 1996 has
combined assets of $81,445,000, total shareholders' equity of $10,667,000, and
total deposits of $70,074,000.  The Bank is suject to supervision, examination
and regulation by the Division fo Financial Institutions of the State of Ohio.
The deposit accounts of the Bank are insured by the Federal Deposit Insurance 
Corporation (FDIC), and the Bank is a member of the Federal Reserve System.  
Both the Bank and the Holding Company are subject  to regulation of the Federal
Reserve System through the Federal Reserve Bank of Cleveland, Cleveland, Ohio.
Selected financial data on the Holding Company's condition and operations is 
filed with the United States Securities and Exchange Commission (Form 10-KSB 
and Form 10-QSB) and the Board of Governors of the Federal Reserve System
(Form FRY-9).  Selected financial data on the subsidiary Bank's condition and
operations is filed quarterly with the State of Ohio Division of Financial 
Institutions, FDIC and the Federal Reserve System.

    FC Banc Corp. is a bank holding company engaged in the business of 
commercial and retail banking through its subsidiary The Farmers Citizens Bank,
which accounts for substantially all of its revenues, operating income, and 
assets. The following discussion is intended to focus on and highlight 
certain financial information regarding FC Banc Corp. and should be read in 
conjunction with the financial statements and related notes which have been 
prepared by the management of FC Banc Corp. in conformity with generally
accepted accounting principles.  The Audit Committee of the Board of Directors
engaged Robb, Dixon, Francis, Davis, Oneson and Company, independent auditors,
to audit the financial statements.  The auditors' report is included as a 
part of the 1996 Annual Report.  To assist in understanding and evaluating 
major changes in the Holding Company's financial position and results of 
operations, two, three and five year comparisons are provided in tabular form
for ease of comparison.

    Three major areas of discussion that follow are an analysis of (a) assets
and liabilities including liquidity and interest rate sensitivity, (b) share-
holders' equity including dividends and risk-based capital, and (c) 1996 results
of operations.

I  - FINANCIAL CONDITION

Loan Portfolio

    Loans, as a component of earning assets, represent a significant portion of
earning assets at December 31, 1996.  At December 31, 1996, the Bank's real 
estate loans secured by farmland and loans to finance agricultural production
and other loans to farmers were $10,983,000. As noted in Note D, of the Notes 
to Consolidated Financial Statements, the Bank also was a creditor for 
$3,746,000 of loans from related parties.

    Average loans increased 4.38% in 1996 to represent 50% of average earning
assets compared to 48% in 1995 and 46% in 1994.  Year-end total real estate 
loans of $22,596,000 represent approximately 55% of the total loans outstanding
compared to 43% for the previous year-end.  As the total dollars outstanding 
of loans fluctuated, decreasing from 1990 through 1993 and then increasing 
through 1996, real estate loans had remained relatively constant at 33% of the
loans outstanding until 1994, when they increased to 37% and 43% at year-end 
<PAGE>
1995.  Installment loans to individuals have continued to decline steadily
since 1990 from 27% of loans outstanding to 13% at December 31, 1996.  The 
dollar amounts of commercial loans increased from 38% of loans outstanding in
1990 to 45% of loans outstanding in 1992 and 1993, then declined to 43%, 39% 
and 31% of loans outstanding at December 31, 1994 , 1995, and 1996, 
respectively.  Table 3 provides a five year loan history.

    During 1996 the Bank decreased the interest rates on deposits while loan 
rates were relatively constant primarily due to competitive market conditions
electing to fund loans with the proceeds from maturing investment securities.
Total deposits at year-end 1996 compared to year-end 1995 were down $817,000, 
while the average deposit base decreased approximately $342,000.  The Bank has
the ability to obtain funds through Repurchase Agreements, the sale of 
securities under agreement to repurchase at a later date. At December 31,1996
there were no open and active repurchase agreements.  Total borrowed funds
decreased from $1,525,000 at December 31, 1995 to $119,000 at December 31, 
1996.  The average amount of borrowed funds was $405,000 in 1996 compared to 
$759,000 in 1995.
  
    These factors, combined with the aforementioned changes in the composition
of the loan portfolio, contributed to the increase in the net interest margin
in 1996 (the difference between the yield on interest-earning assets and the 
yield on interest-bearing liabilities).  The yield on interest-earning assets
of 7.64% compared to the yield on interest-bearing liabilities of 3.76% 
produced an interest spread of 3.88% for 1996 as compared to an interest spread
of 3.58% for 1995 and 3.60% for 1994.  The net interest margin or net interest-
earning assets increased to 4.61% for 1996 compared to 4.37% and 4.40% for
1995 and 1994 respectively.  Table 1 provides a summary of average balances 
and interest rates for the years 1996, 1995, and 1994. Table 16 summarizes the
results of changes in both rates and volume for the years ended December 31, 
1996 and 1995.

    In addition to the loans reported in Table 3, there are certain off-balance
sheet products such as letters of credit and loan commitments which are offered
under the same credit standards as the loan portfolio.  Since the possibility
of a liability exists, generally accepted accounting principles require that 
these financial instruments be disclosed but treated as contingent liabilities
and thus, not reflected in the accompanying financial statements.  Management
closely monitors the financial condition of potential creditors throughout the
term of the instruments to assure that they maintain credit standards.  Refer
to Note N and O for additional information on off-balance sheet financial 
instruments.

Non-Performing Assets

    While the Bank has experienced an increase in non-performing assets, loans
accounted for as non-accrual and accruing loans which are contractually past 
due 90 days more, Management believes that the Allowance for Loan Losses is 
adequate to cover any potential losses in the loan portfolio at December 31, 
1996.  Refer to the section entitled "Analysis of the Allowance/Provision for
Loan Loss" for additional detail.

    Table 4 provides a five year summary of non-performing assets which are 
defined as: loans accounted for on a non-accrual basis, accruing loans that are
contractually past due 90 days or more as to principal or interest payments, 
renegotiated troubled debt, and other real estate obtained through loan fore-
closure.

    A loan is placed on non-accrual when payment terms have been seriously 
violated (principal and/or interest payments are 90 days or more past due, 
deterioration of the borrower's ability to repay, or significant decrease in 
value of the underlying loan collateral) and stays on non-accrual until the loan
is brought current as to principal and interest.  The classification of a loan
or other asset as non- accruing does not indicate that loan principal and 
interest will not be collectible.  The Bank adheres to the policy of the
Federal Reserve that banks may not accrue interest on any loan when the
principal or interest is due and has remained unpaid for 90 days or more unless
the loan is both well secured and in the process of collection.

    A loan is considered restructured or renegotiated when either the rate is
<PAGE>
reduced below current market rate for that type of risk, principal or interest
is forgiven, or the term is extended beyond that which the Bank would accept 
for loans with comparable risk.  Property obtained from foreclosing on loans 
secured by real estate are adjusted to market value prior to being capitalized
in an "Other Real Estate" account for possible resale.  Regulatory provisions
on other real estate are such that after five years, or ten years under special
circumstances, property must be charged-off.  This period gives the Bank
adequate time to make provisions for disposing of any real estate property.

    Loans accounted for on a non-accrual basis increased $365,000 as of year-
end 1996.  Non-performing assets at December 31, 1996 totaled $1,119,000 or 
1.37% of total assets.  This represents an increase of $779,000 or 229% from 
December 31, 1995.  See Table 4 for a five year summary of non-performing loans.

    This increase is attributable to both the amount of loans charged-off in 
1996, 1995 and 1994, or $116,000, $574,000 and $139,000, respectively, coupled
with the amount of recoveries on charged-off loans which amounted to $82,000, 
$67,000 and $106,000 in 1996, 1995 and 1994, respectively.  Please refer to 
the following section entitled "Analysis of the Allowance/Provision for Loan 
Loss" for additional explanation.

Analysis of the Allowance/Provision for Loan 

    The allowance for loan losses was established and is maintained by periodic
charges to the provision for loan loss, an operating expense, in order to 
provide for losses inherent in the Bank's loan portfolio. Loan losses and 
recoveries are charged or credited respectively to the allowance for loan losses
as they occur.  See Table 5 for a five year summary.

    The allowance/provision for loan losses is determined by management by 
considering such factors as the size and character of the loan portfolio, loan
loss experience, problem loans, and economic conditions in the Bank's market 
area.  The risk associated with the lending operation can be minimized by 
evaluating each loan independently based on criteria which includes, but is 
not limited to, (a) the purpose of the loan, (b) the credit history of the 
borrower, (c) the borrower's financial standing and trends, (d) the market
value of the collateral involved, and (e) the down payment received.

    Management utilizes an internal loan review procedure to provide for 
analysis of operating data, tax returns and financial statement performance 
ratios for all significant commercial loans, regulatory classified loans, past
due loans and internally identified "watch" loans.  The Bank's examiners and 
independent auditors will periodically perform independent credit reviews of
the Bank's borrowers and evaluate the adequacy of the allowance for loan losses
account based upon the results of their review and other factors.

    The results of the quarterly credit reviews in conjunction with independent
collateral evaluations are used by management and the board of directors in
determining the adequacy of the allowance for loan loss account on a quarterly
basis.

    There were no provisions for possible loan losses during 1996 as compared
to the $204,000 provision recorded in 1995.  The absence of a provision was
based upon the results of the management's quarterly reviews of the loan
portfolio to identify problem loans and to determine appropriate courses of 
action on a loan by loan basis. Collection procedures are being activated when
a loan becomes past due.
                        
    The entire allowance for loan losses is available to absorb any particular
loan loss.  However, for analytical purposes, the allowance could be allocated
based upon net historical charge-offs of each type of loan for the last five
years.  The losses experienced combined with the type and market value of the
collateral securing the loan portfolio and the financial standing of certain
borrowers due to economic trends in their related businesses or farming 
operations is the primary criteria used to determine the percentage allocation.

    Approximately 90% of the Bank's total loans are secured by deeds of trust
on real property, security agreements on personal property, or through full 
faith and credit of government agencies. 
<PAGE>
    Management believes significant factors affecting the allowance are being
reviewed regularly and that the allowance is adequate to cover potentially 
uncollectible loans as of December 31, 1996.  The Bank has no exposure from 
troubled debt to lesser developed countries. 

    The average allowance to average loans outstanding ratio decreased to 3.46%
in 1996 from 4.60% and 2.54% in 1995 and 1994, respectively.  This decrease was
due primarily to the increase in the loan portfolio coupled with the absence 
of additional provisions in 1996.  Whereas, the increase in 1995 was due 
primarily to the additional provisions in 1994 as directed by the regulatory 
agencies.

    Net charge-offs in 1996 of $34,000 decreased $473,000 from $507,000 in 1995.
Net charge-offs in 1995 increased $474,000 from $33,000 in 1994.  The net charge
- - -offs in 1996 of $34,000 represent 2.80% of the total net charge-offs for the 
five years presented.  The yearly average net charge-offs for the same five 
year period were $243,000.  See Table 5 for a five year summary.

Investments

    Investments represent the second largest use of financial resources.  The
investment portfolio, shown in Table 6 includes United States securities, 
state and municipal obligations, other equity securities, and equity securities
of the Federal Reserve Bank.

    Investment debt securities are those securities which the Bank has the 
ability and intent to hold to maturity.  These securities are stated at cost 
adjusted for amortization of premium and accretion of discount, and computed 
by the interest method.  The investment marketable equity securities are carried
at the lower of cost or market value.  In May 1993 the Financial Accounting 
Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 
115, Accounting for Certain Investments in Debt and Equity Securities.  Under
SFAS No. 115, beginning in 1994 debt and equity securities not classified as
as either held-to-maturity securities or trading securities are classified as
available-for-sale securities and reported at fair value, with unrealized gains
and losses excluded from earnings and reported in a separate component of share-
holders' equity.  

    On January 1, 1994 the Bank adopted SFAS No. 115.  The effect of adopting
SFAS No. 115 was to increase shareholders' equity $189,000 at January 1, 1994
and decrease shareholders' equity $893,000 at December 31, 1994. Effective 
November 15, 1995, the FASB permitted a one-time opportunity for institutions
to reassess the appropriateness of the designations of all securities held upon
initial application of the Special Report.  Any resulting redesignations had 
to be made in conjunction with the implementation of the FASB's supplemental 
guidance (FASB Special Report, "A Guide to Implementation of Statement 115 on 
Accounting for Certain Investments in Debt and Equity Securities,") and had to
occur no later than December 31, 1995.  After a detailed assessment of the
Bank's investment portfolio management concluded that it was in the best  
interest to the institution to designate (i.e. reclassify) the entire portfolio
as "Available-For-Sale".  The effect of designating securities as "Available-
For-Sale"  was to decrease shareholders' equity by $95,000 at December 31, 1995.

    The net increase in shareholders' equity of $798,000 at December 31, 1995
is a direct result of the redesignation of securities as "Available-For-Sale"
and the change in the market value of those securities held as "available for 
sale" in the Bank's investment portfolio.  In general, the replacement of older
higher yielding maturing securities with those at current interest rates, the 
increase in market value (as a result of changing market rates) of those 
investments classified as "available for sale", and the designation of the
securities as "Available-For-Sale" are the several of the underlying reasons
reasons for the increase in shareholders' equity. 

    Investment securities by year-end 1996 had decreased by $1,675,000 or 4.96%
from year-end 1995.  Federal funds sold decreased by 73.81% to $1,100,000 during
fiscal 1996, and cash and due from banks balances decreased by $1,372,000 in 
the same period.  The decrease in cash balances was primarily attributable to
items in process of collection which were not investable as federal funds sold 
until January 2, 1996. Federal funds sold are consistently maintained at levels
<PAGE>
that will cover the short-term liquidity needs of the Bank.  Because of 
decreasing interest rates, the related decrease in local loan demand, the
the purchase of loans on the open market, and the relative stability of deposit 
liabilities, the excess available funds were invested primarily in federal 
funds.

     Securities categorized as "available-for-sale" can and will be sold prior
to maturity to meet liquidity or other funding needs.  It is management's 
intent to hold those securities categorized as "held-to- maturity" until their
maturity unless they are subject to an earlier redemption via a "call feature".
At December 31, 1996 the Bank's entire investment portfolio was classified as 
available-for-sale.

    The Bank utilizes a number of outside sources to analyze, evaluate, and 
obtain advice relative to the management of its investment portfolio.  The Bank
does not invest in any one type of security over another.  Funds allocated to
the investment portfolio are constantly monitored by management to ensure that
a proper ratio of liquidity and earnings is maintained.

    The Bank's investment portfolio includes approximately $2.7 million of 
agency structured notes (step-ups, dual-indexed bonds, and a p.s.a. indexed 
bond) which represents cash flows dependent on one or more indices in ways that
create risk characteristics similar to forwards or options.  The risks inherent
in these types of securities include secondary liquidity risk (that is, 
inability to resell the securities if needed for liquidity), price volatility
due to the uncertainty and unpredictability of the cash flow from the invest-
ment, and interest rate risk.  Specific goals and objectives for investments 
of this type, have been included in the investment policy 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
required 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 
              management 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

         (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.
<PAGE>
Deposits

    Table 9 highlights average deposits and interest rates during the last 
three years.  Average deposits in 1996 have decreased by approximately $342,000
or 0.49% over 1995 which had decreased $378,000 or 0.54% over 1994.  The average
cost of deposits for the bank was approximately 3.23% for the year ended 
December 31, 1996 compared to 3.43% and 3.81% for 1995 and 1994, respectively.

Shareholders' Equity

    Maintaining a strong capital position in order to absorb inherent risk is
one of management's top priorities.  Selected capital ratios for the last three
years, presented in Table 10, "Capital Resources", reveals that the Bank has 
been able to maintain an average equity to average asset ratio of greater than
12% for the past three years.  It should be noted that this ratio has increased
by 19 basis points in 1996 to 13.03% and decreased by 9 basis points in 1995.
It should also be noted that the return on average assets increased in 1996
and 1995.  This is due primarily to the decrease in provision for possible loan
losses in both 1996 and 1995, and the increase in interest margin in 1996.

    The yield (interest expense) on interest earning liabilities decreased more
rapidly than the yield (interest income) on interest earning assets, resulting
in an improvement in the bank's interest margin in 1996, thus offsetting the 
decline experienced in 1995.  As indicated earlier, the average allowance to 
average loans outstanding decreased to 3.46% in 1996 compared to 4.60% in 1995
and increased compared to 2.54% in 1994, respectively.  Management believes 
that the overall quality of the loan portfolio has improved significantly in
1996. In late 1994 and early 1995, management noted that the status of 
collateral securing the loans within the portfolio and less favorable financial
standing of certain borrowers (due to economic trends in their related 
businesses or farming operations), were the primary cause for a significant 
increase in the bank's provision for possible loan losses in 1994 and 1995.

    Banking regulations in 1989 established minimum capital ratios for banks.
The primary purpose of these requirements is to assess the riskiness of a 
financial institution's balance sheet and off balance sheet financial 
instruments in relation to adjusted capital. A minimum total qualifying capital
ratio of at least 8% with at least 4% of capital composed of Tier I (core) 
capital had to be maintained.  Tier I capital includes common equity, non-
cumulative perpetual preferred stock, and minority interest less goodwill and 
other disallowed intangibles.  Tier II (supplementary) capital includes
subordinate debt, intermediate term preferred stock, the allowance for loan 
losses and preferred stock not qualifying for Tier I capital.  Tier II capital
is limited to 100% of Tier I capital.  At December 31, 1996 the Bank's risk-
based capital ratio for Tier I and Tier II capital is 21.87% and 23.14%, 
respectively, thus meeting the required 4% and 8% for Tier I and Tier II 
capital.  Table 11 is a summary of both the Bank's risk-based capital and 
leverage components and ratios.


II - RESULTS OF OPERATIONS

    Consolidated net income was $681,000 or $2.09 per share, for the year ended
December 31, 1996 as compared to $533,000 or $1.61 per share for 1995 and 
$335,000 or $1.01 per share for 1994.  Return on average assets (ROA) was 0.84%,
0.65% and 0.41% in 1996, 1995, and 1994, respectively.

Net interest income

    Net interest income, the income received on investments in loans, 
securities, due from banks, and federal funds less interest paid to depository
and short-term creditors to fund these investments is the Bank's primary source
of revenue.  The following discussion and analysis of the Bank's net interest
income is based primarily on Table 1, "Average Balances and Interest Rates", 
Table 15, "Net Interest Income", Table 16, "Rate/Volume Analysis of Changes 
in Interest Income and Interest Expense", and on Table 19, "Interest Sensitive
Assets and Liabilities" for all years presented using the Federal statutory
rate of 34%.  Tables 1, 15 and 16 have been prepared on a tax-equivalent basis.
The stated (pre-tax) yield on tax-exempt loans and securities is lower than 
<PAGE>
yield on taxable assets of similar risk and maturity. The average balances 
were calculated on a monthly basis.

    The net yield on interest-earning assets has increased to 4.61% in 1996 
from 4.37% and 4.40% in 1995 and 1994, respectively.  Net interest earnings 
(on a fully tax equivalent basis) increased $196,000 or 5.97% in 1996 while 
net income increased $148,000 or 27.77% in 1996 (See Table 13) and $198,000 or
59.10% in 1995 from $335,000 in 1994.  Table 16 analyzes the reason for the 
changes in interest income by applying either volume or rate changes to 
interest sensitive assets and liabilities.  The volume of both assets and
liabilities increased in 1996 and resulted in increased net interest income of
$40,000.  Rates decreased for all categories of assets and liabilities which 
resulted in a net increase of $156,000 in net interest income due to a change 
in rates. 

    Net loan income increased $146,000 or 4.35% over the prior year primarily
as a result of the increased volume resulting from the increased credit demand,
competition from financial and non-financial sources, and management's 
strengthening of loan underwriting standards.  Average loan yields have 
remained unchanged in 1996 after a 19 basis point decline in 1995.  As of year-
end 1996 approximately $15,082,000 or 37% of the loan portfolio was maturing 
or repricing in the next year.  Variable rates and short-term maturities are 
two tools management is using to achieve greater flexibility in a changing
rate environment.

    Weighted average interest rates on investments and interest-bearing balances
with banks have decreased 10 basis points in 1996 resulting in a $36,000 
decrease in taxable-equivalent income due to rates.  An additional $1,000 
increase in income due to the decreased volume accounts for the $35,000 total
decrease in investment income.  Approximately $8,280,000 of securities matured
in 1996.  Reinvestment yields on approximately $6,638,000 of maturing securities
in 1997 will be used to determine appropriate maturities or alternative 
investments.

    Federal funds sold income decreased $71,000 or 39.66% in 1996 after a 
$48,000 or 36.64% increase in 1995.  Volume decreased earnings $66,000 and 
rates decreased earnings $5,000 in 1996.  Federal funds are primarily used as
an investment mechanism for short-term liquidity purposes.

    Interest-bearing deposit income decreased $9,000 or 100% in 1996 after an
$8,000 or 47.06% decrease in 1995.  The decrease in earnings is attributed to
the decreased volume in 1996.

    Interest-bearing deposit expense declined $147,000 or approximately 6.12% 
in 1996 after a $150,000 or 11.97% increase in 1995.  The volume increase caused
interest expense to increase $51,000 while decreasing rates caused a $198,000 
decrease in interest expense in 1996.  Rates paid on Savings / NOW / insured 
earnings and time deposits decreased 53 and 7 basis points respectively, in 
1996 which had decreased 32 and increased 96 basis points respectively, in 
1995.  An increase in average time deposit accounts coupled with a similar
decrease in Savings / NOW / insured earnings has occurred as a result of the
restructuring of interest rates in an effort to improve the bank's interest 
margins.  Also, competition from non-financial institutions has resulted in a 
shifting of depositors resources.

    Short-term borrowing expense, consisting primarily of securities sold 
under agreement to repurchase expense, decreased in 1996 by $18,000.  This 
decrease is attributable to the decline in volume of  $354,000.

    In summary, Table 16, "Rate Volume Analysis of Changes in Interest Income
and Interest Expense", discloses the reasons for changes in interest income 
and interest expense.  It should be noted that the changes, or restructuring, 
in the Bank's interest earning assets (loans and investments) and the interest-
bearing liabilities (deposits and borrowed funds) combined with the repricing
of each resulted in an increase in interest margins.

    The increase in interest-earning asset volumes and the increase in interest-
bearing liability volumes in 1996, coupled with repricing of both interest-
earning assets and interest-bearing liabilities, resulted in a net increase of
$196,000 in net interest income.  Changes in volume accounted for a $40,000 
<PAGE>
increase in net interest income while changes in rates increased net interest
income $156,000.

    The increases in both asset volume and interest rates in 1995 had less of
an effect on the net interest margin ($125,000 increase) than the increase in 
liability interest rates ($139,000 increase).  The increase in liability volumes
had less of an effect ($22,000) on the net interest margin in 1995.

Other Income and Other Expense

    Total other income is comprised of operating income attributed to providing
deposit accounts for bank customers, the disposition of investment securities
prior to their maturity (which are classified as available for sale), and fees
from banking services.

    Total other expense is comprised of operating expense attributed to staffing
(personnel costs), operation and maintenance of bank buildings and equipment,
banking service promotion, taxes and assessments, and other operating expenses.
Table 18, "Other Income and Other Expenses", contains a summary of these items
for the years ended December 31, 1996, 1995, and 1994.

Income Taxes

    Applicable income taxes of $140,000 in 1996 consist of federal taxes only.
For the previous two years the federal tax rate was 34%.

    Impacting the tax provisions for the three years covered in this report is
the level of the provision for possible loan losses ($ 0 in 1996, $204,000 in
1995, and $1,015,000 in 1994) and the level of tax-exempt income on securities
which was $398,000, $468,000 and $552,000 for the years 1996, 1995, and 1994,
respectively.  Due to the general decline in values of collateral securing the
loan portfolio and less favorable financial standing of certain borrowers due
to economic trends in their related businesses or farming operations, manage-
ment chose to increase significantly the Bank's provision for possible loan
losses during the fiscal year 1994.

    The Financial Accounting Standards Board issued Statement of Financial 
Accounting Standard (SFAS) No. 109, "Accounting for Income Taxes" in February
1992.  This statement, effective for fiscal years beginning after December 15,
1992, amends or supersedes existing pronouncements relating to the accounting
for income taxes.  The Bank adopted the Statement in 1993.  SFAS No. 109 
requires a liability approach to accounting for income taxes as opposed to a 
deferred approach.  The liability approach places emphasis on the accuracy of
the balance sheet while the deferred approach emphasizes the income statement.
Under the liability approach, deferred taxes are computed based on the tax 
rates in effect for the periods in which temporary differences are expected 
to reverse.  An annual adjustment of the deferred tax liability or asset is 
made for any subsequent change in tax rates. 

Effects of Inflation/Changing Prices

    The effects of inflation on operations of the Bank occurs through increased
operating costs which can be recovered through increased prices for services.
Virtually all of the Bank's assets and liabilities are monetary in nature and 
can be repriced on a more frequent basis than in other industries.  Every effort
is being made through interest sensitivity management to monitor products and
interest rates and their impact on future earnings.

Liquidity and Interest Rate Sensitivity Management

    Management utilizes several tools currently available to monitor and ensure
that liquid funds are available to satisfy the normal loan and deposit needs 
of its customers while taking advantage of investment opportunities as they 
arise in order to maintain consistent growth and interest income.  Cash and 
<PAGE>
due from banks, marketable investment securities with maximum one year 
maturities, and federal funds sold are the principal components of asset 
liquidity.  Referring to Table 19, the Bank is in a liabiity sensitive position 
up to one year which ismore beneficial in a period of declining interest rates
since liabilities can be repriced at lower rates.  In periods of rising interest
rates, interest sensitive assets are more favorable since they allow adjustment
of interest sensitive assets prior to maturing interest sensitive liabilities.
The three month category of interest sensitive liabilities includes approx-
imately $32,605,000 consisting of Savings, NOW accounts, and insured earnings 
which can be adjusted in any one category at any time to offset any positive 
gap in a declining rate environment.

    Management utilizes variable rate loans (on a limited basis) and adjustable
rate deposits to maintain desired net interest margins.  A procedural process
has been developed to monitor changes in market rates on interest sensitive 
assets and liabilities with appropriate action being taken when warranted.

<PAGE>
<TABLE>
<CAPTION>
                                         FINANCIAL HIGHLIGHTS

________________________________________________________________________________________________________

                             Dollars in thousands, except per share data

For the year:                       1996                1995                  Increase / (Decrease)
                                ____________        ____________        ________________________________
<S>                             <C>                 <C>                 <C>                 <C>
Net income                       $     681           $     533           $    148               27.8 %
Dividends on common stock              390                 389                  1                0.3    
Averages shares outstanding        325,797             331,756

Per Common Share:

Net income                       $    2.09           $    1.61           $    .48               29.8 %
Dividends Declared                    1.20                1.17                .03                2.6    
Book value at year-end               32.74               32.33                .41                1.3    

At year-end:

Total assets                     $  81,445           $  83,698           $ (2,253)              (2.7)%
Deposits                            70,074              70,891               (817)              (1.2)   
Net loans                           39,780              35,882              3,898               10.9    
Investment and mortgage-backed
 securities available-for-sale      32,128              33,803             (1,675)              (5.0)   
Shareholders' equity                10,667              10,760                (93)              (0.9)   

Average for the year:

Total assets                     $  81,411           $  81,742           $   (331)              (0.4)%
Deposits                            69,743              70,085               (342)              (0.5)   
Net loans                           37,715              36,131              1,584                4.4    
Shareholders' equity                10,609              10,496                113                1.1    

Performance ratios:

Return on average assets              0.84%               0.65%
Return on average equity              6.42%               5.08%
Average loans as a percent of 
 average deposits                    54.07%              51.55%
Average shareholders' equity  
 to average assets                   13.03%              12.84%
 
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                  TABLE 1

                                    Average Balances and Interest Rates
                                    On a Fully Taxable-Equivalent Basis
                                       (Dollar Amounts in Thousands)

                                            1996                         1995                        1994
                                            ----                         ----                        ----                  
                                  Balance   Int.      Yield      Balance   Int.     Yield      Balance   Int.     Yield
                                  -------   ---       -----      -------   ----     -----      -------   ----     -----  
<S>                               <C>       <C>       <C>        <C>       <C>      <C>        <C>       <C>      <C>
ASSETS
Interest earning assets:
 Loans, net of unearned income    $37,715   $ 3,500    9.28%     $36,131   $ 3,354  9.28%      $34,700   $ 3,286  9.47%
 Investment securities:
  U.S. Treasury & Government
     agency securities             26,398     1,609    6.10%      25,293     1,550  6.13%       25,576     1,458  5.70%
 State and municipal obligations    9,179       533    5.81%      10,279       627  6.10%       11,853       702  5.92%
 Equity securities                     75         4    5.33%          75         4  5.33%           75         4  5.33%
 Federal funds sold                 1,987       108    5.44%       3,138       179  5.70%        2,990       131  4.38%
 Due from banks                         0         0    0.00%         110         9  8.18%          229        17  7.42%
                                   ______    ______    _____      ______    ______  _____       ______    ______  _____     
Total Interest-Earning Assets     $75,354   $ 5,754    7.64%     $75,026   $ 5,723  7.63%      $75,423   $ 5,598  7.42%

Non-interest-earning assets:
 Cash and due from banks            2,808                          3,852                         4,344
 Bank premises and equipment,
     net                            1,491                          1,465                         1,097
 Other assets                       3,062                          3,062                         2,205
 Less allowance for loan losses    (1,304)                        (1,663)                         (882)
                                   ______                         ______                        ______  
 Total Assets                     $81,411                        $81,742                       $82,187

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
 Savings/NOW accounts/
     Insured earnings              33,562       899    2.68%      34,660     1,112  3.21%       34,443     1,215  3.53%
 Time deposits                     26,616     1,357    5.10%      24,950     1,291  5.17%       24,655     1,038  4.21%
 Borrowed funds                       405        21    5.19%         759        39  5.14%          685        28  4.09%
                                   ______    ______    _____      ______    ______  _____       ______    ______  _____
Total Interest-Bearing
     Liabilities                  $60,583   $ 2,277    3.76%     $60,369   $ 2,442  4.05%      $59,783   $ 2,281  3.82%

Non-interest-bearing liabilities:
 Demand deposits                    9,565                         10,475                        11,365
 Other                                654                            402                           416
Shareholders' equity               10,609                         10,496                        10,623
                                   ______                         ______                        ______
 Total Liabilities and
     Shareholders' Equity         $81,411                        $81,742                       $82,187
                                  _______                        _______                       _______

 Net interest earnings                      $ 3,477                        $ 3,281                       $ 3,317
                                            _______                        _______                       _______
 Net yield on interest
     earning assets <F1>                                4.61%                        4.37%                         4.40%
                                                        _____                        _____                         _____
<FN>
<F1>
(1) Net yield is calculated by dividing net interest earnings by total interest-earning assets.

The table above includes non-performing loans in average amounts outstanding.
</FN>
</TABLE>
<TABLE>
<PAGE>
<CAPTION>

                                                        TABLE 2
                                               1996                              1995                  1994
                                               ____                              ____                  ____
                                                   Increase                          Increase
Funding Uses and Sources           Average          (Decrease)         Average        (Decrease)       Average
(Dollar Amounts in Thousands)      Balance     Amount       Percent    Balance   Amount    Percent     Balance
                                   _______     ______       _______    _______   ______    _______     _______
<S>                                <C>         <C>          <C>        <C>       <C>       <C>         <C>    
Funding uses:
  Loans                            $37,715     $ 1,584         4.4%    $36,131   $ 1,431     4.1%      $34,700
  Taxable investment securities     26,398       1,105         4.4      25,293      (283)   (1.1)       25,576
  Nontaxable investment securities   9,179      (1,100)      (10.7)     10,279    (1,574)  (13.3)       11,853
  Equity securities                     75           0         0.0          75         0     0.0            75
  Federal funds sold                 1,987      (1,151)      (36.7       3,138       148     4.9         2,990
  Interest bearing deposits              0        (110)     (100.0)        110      (119)  (52.0)          229
  Other                              6,057        (659)       (9.8)      6,716       (48)   (0.7)        6,764
                                    ______      ______       ______     ______    ______    _____       ______
  Total Uses                       $81,411        (331)       (0.4%)   $81,742      (445)   (0.5%)     $82,187
                                   _______      ______       ______    _______    ______    _____      _______
Funding sources:
  Demand deposits                  $ 9,565        (910)       (8.7%)   $10,475      (890)   (7.8%)     $11,365
  Savings deposits                  33,562      (1,098)        (3.2)    34,660       217     0.6        34,443
  Time deposits                     26,616       1,666          6.7     24,950       295     1.2        24,655
  Borrowed funds                       405        (354)       (46.6)       759        74    10.8           685
  Other                             11,263         365          3.3     10,898      (141)   (1.3)       11,039
                                    ______      ______        ______    ______    ______    _____       ______
  Total Sources                    $81,411        (331)        (0.4%)  $81,742      (445)   (0.5%)     $82,187
                                   _______      ______        ______   _______    ______    _____      _______
</TABLE>
<TABLE>
<PAGE>
<CAPTION>

                                                     TABLE 3

                                                  Loan Portfolio
                                           (Dollar Amounts in Thousands)
                                                   December 31,

                              1996           1995           1994          1993         1992
                             ______         ______         ______        ______       ______
<S>                          <C>            <C>            <C>           <C>          <C>
Commercial                   $12,749        $14,449        $14,902       $16,073      $16,423
Installment loans to
    individuals                5,356          6,345          6,630         6,663        7,305
Residential/commercial
    real estate mortgages     22,610         16,007         13,051        11,795       12,097
All other                        328            379            338           970          451
                             _______        _______        _______       _______      _______
Total Gross Loans            $41,043        $37,180        $34,921       $35,501      $36,276
                             _______        _______        _______       _______      _______
<FN>
    The following table shows the scheduled repricing of principal categorized by type of loan.  All
variable rate loans are included in the within one year category.
</FN>
<CAPTION>
                                                          Repricing
                                                          _________
                                          After One
                           Within         But Within       After
                           One Year       Five Years       Five Years       Total
                           ________       __________       __________       _____
<S>                        <C>            <C>              <C>              <C>
Fixed rate:
 Commercial                $ 5,012        $ 4,320                 $0        $ 9,332
 Installment loans to
     individuals             2,869          2,487                  0          5,356
 Residential/commercial
     real estate mortgages   3,456          4,738             14,416         22,610
 All other                     328              0                  0            328
                           _______        _______            _______        _______
 Total fixed rate          $11,665        $11,545            $14,416        $37,626
                           _______        _______            _______        _______

Variable rate:
 Commercial                  3,417            -                  -            3,417
                           _______        _______            _______        _______
 Total loans               $15,082        $11,545            $14,416        $41,043
                           _______        _______            _______        _______
</TABLE>
<TABLE>
<PAGE>
<CAPTION>

                                                             TABLE 4

                                                       Non-performing loans
The following table shows information regarding past-due, non-accrual, and renegotiated troubled debt.

                                                   (Dollar Amounts in Thousands)
                                               1996       1995       1994       1993      1992
                                              ______     ______     ______     ______    ______
<S>                                           <C>        <C>        <C>        <C>       <C>
Loans accounted for on a non-accrual basis    $   692    $   327    $   285    $   697   $   726
Accruing loans which are contractually past
 due 90 days or more as to principal
 or interest payments                             427         13         97        158       566
Renegotiated troubled debt                          0          0          0          0         0
Other real estate                                   0          0          0          0         0

Non-performing assets to:
 Total assets                                   1.37%      0.41%      0.46%       1.03%     1.53%
 Total loans and other real estate              2.73%      0.95%      1.15%       2.41%     3.56%
</TABLE>
<TABLE>
<PAGE>
<CAPTION>

                                                    TABLE 5

                                   Analysis of the Allowance for Loan Losses
                                           (Dollar Amounts in Thousands)

                                               Year Ended December 31

                                   1996        1995        1994        1993        1992
                                  ______      ______      ______      ______      ______
<S>                               <C>         <C>         <C>         <C>          <C>
Allowance for loan losses at
 beginning of year                $ 1,297     $ 1,600     $   618     $   657      $   696

Loans charged off:
 Real estate loans                      0           0           0           0           63
 Installment loans                     11          23           9           3           30
 Credit card loans                      7          13           5           0           30
 Commercial and all other loans        98         538         125         306          277
                                   ______      ______      ______      ______       ______
  Total Charge-offs                   116         574         139         309          400
                                   ______      ______      ______      ______       ______
Recovery of loans charged off:
 Real estate loans                      0           7           0           1            0
 Installment loans                      6           3           7           8           10
 Credit card loans                      3           2           1           1            7
 Commercial and all other loans        73          55          98          10           33
                                   ______      ______      ______      ______       ______
   Total Recoveries                    82          67         106          20           50
                                   ______      ______      ______      ______       ______
Net (charge-offs) recoveries          (34)       (507)        (33)       (289)        (350)
Provisions charged to operations        0         204       1,015         250          311
                                   ______      ______      ______      ______       ______
Balance at end of period          $ 1,263     $ 1,297     $ 1,600      $  618       $  657

Ratio of net (charge-offs) 
 recoveries during the period 
 to average loans outstanding 
 during that period                 (0.09%)     (1.40%)     (0.10%)     (0.81%)      (0.96%)
Average allowance to average 
 loans outstanding                   3.46%       4.60%       2.54%       1.86%        1.97%
</TABLE>
<TABLE>
<PAGE>
<CAPTION>

                                                      TABLE 6

                                          Security Maturities and Yields
                                           (Dollar Amounts in Thousands)

                                           Securities Available for Sale

                                                               Maturity Schedule

                                                         After One                After Five
                                Within                   But Within               But Within               After
                                One Year                 Five Years               Ten Years                Ten Years
                                _________________        _________________        _______________          ______________
                                Par         Par          Par         Par          Par       Par            Par      Par
                                Value       Yield        Value       Yield        Value     Yield          Value    Yield
                                _____       _____        _____       _____        _____     _____          _____    _____
<S>                             <C>         <C>          <C>         <C>          <C>       <C>            <C>      <C>
U.S. Government agency
 securities                     $ 2,113      6.45%       $10,135      6.07%       $ 7,668    6.37%         $ 4,322   5.77%
State and municipal
 obligations                      1,641      4.33%         4,060      5.54%           992    5.47%             193   6.25%
Equity investments                  501      7.08%           738      6.79%             0    0.00%              75   5.31%
                                _______                  _______                  _______                  _______
 Total                          $ 4,255                  $14,933                  $ 8,660                  $ 4,590
                                _______                  _______                  _______                  _______
</TABLE>
<TABLE>
<PAGE>
<CAPTION>

                                                     TABLE 7

                                              Agency Structured Notes
                                           (Dollar Amounts in Thousands)

                                                        1996
_________________________________________________________________________________________________________________

                                                                    Gross       Gross            Net
                                             MARKET              Unrealized   Unrealized     Unrealized
                          COST         %     VALUE         %        Gains       Losses      Gains/Losses      %
_________________________________________________________________________________________________________________
<S>                      <C>          <C>    <C>         <C>     <C>          <C>           <C>              <C> 
CMOs                     $ 5,926       18.3%  $ 5,821     18.1%    $   5       $  (110)      $  (105)         42.7%
Dual Indexed Bond          2,000        6.2     1,937      6.0         0           (63)          (63)         25.6
PSA Indexed Bonds            500        1.5       488      1.5         0           (12)          (12)          4.9
Step-Up Bonds                250        0.8       249      0.8         0            (1)           (1)          0.4
                         _______      ______  _______    ______    _____       _______       _______         ______
 Sub Total               $ 8,676       26.8%  $ 8,495     26.4%    $   5       $  (186)      $  (181)         73.6%

All Other                 23,698       73.6    23,633     73.6       123          (188)          (65)         26.4
                         _______      ______  _______    ______    _____       _______       _______         ______
 Total                   $32,374      100.0%  $32,128    100.0%    $ 128       $  (374)      $  (246)        100.0%
                         _______      ______  _______    ______    _____       _______       _______         ______
Indices

Dual Indexed Bonds - Floats with 3 month LIBOR plus 25 basis points 10 year CMT minus 25 basis points
PSA Indexed Bonds  - 5.83% interest rate, payments determined by underlying mortgage pool
<CAPTION>

                                                        1995
_____________________________________________________________________________________________________________________

                                                                     Gross        Gross         Net
                                             MARKET               Unrealized   Unrealized     Unrealized
                        COST         %       VALUE          %        Gains        Losses     Gains/Losses     %
_____________________________________________________________________________________________________________________
<S>                     <C>         <C>      <C>           <C>    <C>          <C>           <C>             <C>
CMOs                    $ 7,597      22.3%   $ 7,496        22.1%  $  27        $ (128)       $ (101)         71.1%
Dual Indexed Bonds        2,886       8.5      2,779         8.2       0          (107)         (107)         75.4
PSA Indexed Bonds           500       1.5        500         1.5       0             0             0           0.0
Step-Up Bonds               250       0.7        250         0.7       0             0             0           0.0
                        _______     ______   _______       ______  _____        ______        ______         ______
 Sub Total              $11,233      33.0%   $11,025        33.0%  $  27        $ (235)       $ (208)        146.5%

All Other                22,778      67.0     22,844        67.5     192          (126)           66         (46.5)
                        _______     ______   _______       ______  _____        ______        ______         ______
 Total                  $34,011     100.0%   $33,869       100.0%  $ 219        $ (361)       $ (142)        100.0%
                        _______     ______   _______       ______  _____        ______        ______         ______
</TABLE>
<TABLE>
<PAGE>
<CAPTION>

                                                 TABLE 8

                                      Agency Structured Notes Maturity
                                       (Dollar Amounts in Thousands)

                                                    1996
                        ___________________________________________________________

                        Due in           Due in          Due in           Due in
                        One Year         One to Five     Five to Ten      Over
                        or Less          Years           Years            Ten Years
                        ___________________________________________________________
<S>                     <C>              <C>             <C>              <C>       
CMO's                   $     0          $  2,197         $ 1,159         $ 2,570
Dual Indexed Bonds            0                 0           2,000               0
PSA Indexed Bonds             0                 0             500               0
Step-Up Bonds                 0               250               0               0
                         ______           _______          ______          ______
 Sub-Total                    0             2,447           3,659           2,570

All Other                 4,255            12,486           5,5001          2,020
                         ______           _______          ______          ______
 Total                  $ 4,255           $14,933         $ 8,660         $ 4,590
                         ______           _______          ______          ______

Weighted average lives used to determine maturities of CMO's
<CAPTION>
                                                      1995
                        ___________________________________________________________
 
                        Due in            Due in          Due in          Due in
                        One Year          One to Five     Five to Ten     Over
                        or Less           Years           Years           Ten Years
                        ___________________________________________________________
<S>                     <C>               <C>             <C>             <C>
CMO's                   $     0            $ 5,279         $ 1,819         $   499
Dual Indexed Bonds            0                  0           2,886               0
PSA Indexed Bonds             0                  0             500               0
Step-Up Bonds                 0                  0             250               0
                         ______             ______          ______          ______
 Sub-Total                    0              5,279           5,455             499

All Other                 6,890              5,135           5,443           5,310
                         ______             ______          ______          ______

 Total                  $ 6,890            $10,414         $10,898         $ 5,809
                         ______             ______          ______          ______
</TABLE>
<TABLE>
<PAGE>
<CAPTION>

                                                              TABLE 9

                                                              Deposits
                                    The monthly average amount of deposits are summarized below:
                                                   (Dollar Amounts in Thousands)
                                                        Year Ended December 31,

                                          <1996>                   <1995>                <1994>
                                      __________________      __________________     __________________
                                                 Cost of                 Cost of                Cost of
                                      Amount     Funds        Amount     Funds       Amount     Funds
                                      ______     _______      ______     _______     ______     _______
<S>                                   <C>        <C>          <C>        <C>         <C>        <C>
Non-interest bearing deposits         $ 9,565     0.00%       $10,475     0.00%      $11,365     0.00%
Interest bearing demand deposits       10,826     2.52         10,719     2.93        10,441     3.08
Money market deposits                   2,193     2.51          2,914     2.99         3,738     3.00
Savings deposits                       20,543     2.78         21,027     3.39        20,264     3.85
Time deposits                          26,616     5.10         24,950     5.17        24,655     4.21
                                      _______    ______       _______    ______      _______    ______
  Total Deposits                      $69,743     3.23%       $70,085     3.43%      $70,463     3.81%
                                      _______    ______       _______    ______      _______    ______

 Maturities of time deposits of $100,000 or more (in thousands) outstanding are summarized as follows:
<CAPTION>
                                             December 31, 1996
<S>                                          <C>
3 months or less                                 $ 2,823
Over 3 through 12 months                           1,030
Over one year through 5 years                        616
Over 5 years                                           0
                                                  ______
                                                 $ 4,469
                                                  ______
</TABLE>
<TABLE>
<CAPTION>

                                                         TABLE 10
                                                    Capital Resources

                                                   Year Ended December 31,

                                              1996         1995        1994
                                             ______       ______      ______
<S>                                          <C>          <C>         <C>
Return on average assets                       0.84%        0.65%       0.41%
Dividend payout ratio                         57.33%       72.98%     114.33%
Average equity to average assets ratio        13.03%       12.84%      12.93%

Return on average equity                       6.42%        5.08%       3.15%
 Times
Earnings retained                             42.67%       27.02%     (14.33%)
 Equals
Internal capital growth                        2.74%        1.37%      (0.45%)
</TABLE>
<TABLE>
<PAGE>
<CAPTION>

                                                               TABLE 11

                                                         Risk Based Capital
                                                    (Dollar Amounts in Thousands)
                                                              December 31,

                                                          1996            1995
                                                         ______          ______
<S>                                                      <C>             <C>
Tier I Capital:
 Common stock and surplus of subsidiary bank              $ 2,202         $ 2,202
 Undivided profits of subsidiary bank                       8,411           8,423
                                                          _______         _______
Total Tier I Capital                                       10,613          10,625

 Eligible amount of the allowance for loan losses             615             596
                                                          _______         _______
Total Tier II Capital                                     $11,228         $11,221
                                                          _______         _______

Risk adjusted assets                                      $48,524         $46,991
Average assets                                            $80,972         $81,742

Risk-based capital ratios:
 Tier I                                                    21.87%          22.61%
 Tier II                                                   23.14%          23.88%
                                                          _______         _______
Tier I leverage ratio                                      13.11%          13.04%
                                                          _______         _______
</TABLE>
<TABLE>
<PAGE>
<CAPTION>

                                             TABLE 12

                                           STOCK PRICES

                                   <1996>                  <1995>
                              __________________      ___________________
                              High        Low         High         Low
                              ______      ______      ______       ______
<S>                           <C>         <C>         <C>          <C>
First Quarter                 $44.00      $40.50      $40.00       $40.00
Second Quarter                 44.00       44.00       40.00        40.00
Third Quarter                  44.00       44.00       42.00        42.00
Fourth Quarter                 44.00       44.00       42.00        42.00

<CAPTION>

                                      DIVIDEND DECLARED AND PAID

                                    <1996>                 <1995>
                              __________________      __________________
                              Declared    Paid        Declared    Paid
                              ________    ______      ________    ______
<S>                           <C>         <C>         <C>         <C>
First Quarter                 $ 0.00      $ 0.00      $ 0.00      $ 0.00
Second Quarter                  0.00        0.00        0.00        0.00
Third Quarter                   0.00        0.00        0.00        0.00
Fourth Quarter                  1.20        1.20        1.17        1.17
                              ------      ------      ------      ------
                              $ 1.20      $ 1.20      $ 1.17      $ 1.17
                              ------      ------      ------      ------ 
</TABLE>
<TABLE>
<PAGE>
<CAPTION>

                                                        TABLE 13
                                                 Selected Financial Data
                                   
                                    Five Year Comparative Financial Information
                                        (In Thousands, Except per Share Data)

                                                        DECEMBER 31,
Summary of Operations                  1996      1995      1994     1993     1992
                                      ______    ______    ______   ______   ______
<S>                                   <C>       <C>       <C>      <C>      <C>    
Interest income:
 Interest and fees on loans           $ 3,500   $ 3,354   $ 3,286  $ 3,405  $ 3,754
 Interest on investment securities:
  Taxable                               1,611     1,554     1,462    1,617    1,751
  Tax-exempt                              398       468       552      559      567
 Interest on federal funds sold           108       179       131      100       89
 Interest on deposits at other banks        2         9        17       30      104
                                      _______   _______   _______  _______  _______
Total Interest Income                   5,619     5,564     5,448    5,711    6,265
                                      _______   _______   _______  _______  _______
Interest expense:
 Interest on deposits                   2,256     2,403     2,253    2,384    2,912
 Interest on borrowed funds                21        39        28       14        0
                                      _______   _______   _______  _______  _______
Total Interest Expense                  2,277     2,442     2,281    2,398    2,912
                                      _______   _______   _______  _______  _______
Net Interest Income                     3,342     3,122     3,167    3,313    3,353

Provision for loan losses                   0       204     1,015      250      311
                                      _______   _______   _______  _______  _______
Net interest income after provision
 for loan losses                        3,342     2,918     2,152    3,063    3,042
Other income <F1>                         469       428       525      577      530
Other expense                          (2,990)   (2,847)   (2,458)  (2,321)  (2,138)
Applicable income taxes                  (140)       34       116     (263)    (310)
Cumulative effect of accounting
 change <F2>                                0         0         0       15        0
                                      _______   _______    ______   ______  _______
Net Income                            $   681   $   533   $   335  $ 1,071  $ 1,124
                                      _______   _______   _______  _______  _______

Per share data: <F3>
 Net income                            $ 2.09    $ 1.61    $ 1.01   $ 3.22   $ 3.38
 Dividends declared                      1.20      1.17      1.15     1.15     1.11
 Shareholders' equity, end of year      32.74     32.33     29.50    32.33    30.26

Financial Highlights:
 Total assets                         $81,445   $83,698   $83,264  $83,141  $84,179
 Total deposits                       $70,074   $70,891   $71,784  $71,643  $73,783
 Total shareholders' equity           $10,667   $10,760   $ 9,818  $10,759  $10,071
 Return on average assets                0.84%     0.65%     0.41%    1.31%    1.42%
 Return on average shareholders'
  equity                                 6.42%     5.08%     3.15%   10.16%   11.49%
 Dividend payment ratio on
  common stock                          57.33%    72.98%   114.33%   35.76%   32.92%
 Average equity to average assets
  ratio                                 13.03%    12.84%    12.93%   12.91%   12.39%
<FN>
<F1>
Note 1 - Includes gains (losses) from securities transactions of $(13) in 1996, $3 in 1995, $38 in 1994, $113 in 1993,
         and $107 in 1992.
<F2>
Note 2 - To adopt SFAS No. 109 for income tax purposes.
<F3>
Note 3 - Per share data was calculated using a weighted average of 325,797 in 1996, 331,756 in 1995, 332,816 in 1994,
         332,816 in 1993, and 332,816 in 1992. Years 1992 and 1993 were restated to reflect the corporate reorganization
         in 1994 resulting in a four for one stock exchange.
</FN>
</TABLE>
<TABLE>
<PAGE>
<CAPTION>

                                                   TABLE 14
                                           Selected Financial Data

                                          Quarterly Earnings Summary

The following is a summary of the quarterly results of operations for the years ended December 31, 1996 and 1995:

                                      (In Thousands, Except per Share Amounts)

                               March 31,          June 30,        September 30,      December 31,

                             1996     1995      1996    1995      1996     1995      1996    1995
                             ____     ____      ____    ____      ____     ____      ____    ____
<S>                          <C>      <C>       <C>     <C>       <C>      <C>       <C>     <C>
Interest Income:
 Interest and fees
  on loans                   $  802   $  810    $  820  $  816    $  877   $  859    $1,001  $  869
 Interest on investment
  securities:
  Taxable                       392      421       415     404       421      349       385     380
  Tax-exempt                    109      122       110     119        92      115        87     112
 Interest on federal 
  funds sold                     57       30        23      24        11       49        17      76
 Interest on deposits 
  in other banks                  0        4         0       2         0        3         0       0
                             ______   ______    ______   ______   ______   ______    ______  ______   
  Total Interest Income      $1,360   $1,387    $1,368   $1,365   $1,401   $1,375    $1,490  $1,437

Interest Expense:
 Interest on deposits           571      584       572      605      558      621       555     593
 Interest on borrowed funds      16       12         1        8        3        4         1      15
                             ______   ______    ______   ______   ______   ______    ______  ______
  Total Interest Expense        587      596       573      613      561      625       556     608
                             ______   ______    ______   ______   ______   ______    ______  ______
Net interest income             773      791       795      752      840      750       934     829
Provision for loan losses         0      204         0        0        0        0         0       0
                             ______   ______    ______   ______   ______   ______    ______  ______
Net interest income after
 provision for loan losses      773      587       795      752      840      750       934     829
Net gain/losses on 
 investment securities            0        0       (14)      (2)       0        4         1       1
Other income                    130      120       127      125      161      127        64      53
Other expense                   741      652       825      711      690      696       734     788
                             ______   ______    ______   ______   ______   ______    ______  ______
Income before income taxes      162       55        83      164      311      185       265      95

Applicable income tax            17      (22)        3       16       73       24        47     (52)
                             ______   ______    ______   ______   ______   ______    ______  ______
Net Income                   $  145   $   77    $   80   $  148   $  238   $  161    $  218  $  147
                             ______   ______    ______   ______   ______   ______    ______  ______
Per share:
 Net income                  $ 0.44   $ 0.23    $ 0.24   $ 0.44   $ 0.73   $ 0.48    $ 0.68  $ 0.47
 Dividends declared            0.00     0.00      0.00     0.00     0.00     0.00      1.20    1.17
</TABLE>
<TABLE>
<PAGE>
<CAPTION>

                                                       TABLE 15

                                 Net Interest Income (Taxable-Equivalent Basis)
                                           (Dollar Amounts in Thousands)

                                                    Year Ended December 31,

                                        1996       1995       1994      1993      1992
                                        ____       ____       ____      ____      ____
<S>                                     <C>        <C>        <C>       <C>       <C>
Interest income per summary of
 operations                             $ 5,619    $ 5,564    $ 5,448   $ 5,711   $ 6,265
Adjustment to fully taxable basis           135        159        150       152       154
                                        _______    _______    _______   _______   _______
Adjusted interest income                  5,754      5,723      5,598     5,863     6,419
Interest expense                          2,277      2,442      2,281     2,398     2,912
                                        _______    _______    _______   _______   _______
Net interest income adjusted to a
 fully taxable-equivalent basis <F1>    $ 3,477    $ 3,281    $ 3,317   $ 3,465   $ 3,507
                                        _______    _______    _______   _______   _______
<FN>
<F1>
1. The adjustment to fully taxable basis for income on tax-exempt obligations has been computed assuming a
   federal tax rate of 34% for the years 1992 through 1996.
</FN>
</TABLE>
<TABLE>
<PAGE>
<CAPTION>

                                                     TABLE 16

                           Rate/Volume Analysis of Changes in Interest Income and
                             Interest Expense on a Fully Taxable-Equivalent Basis
                                         (Dollar Amounts in Thousands)

                             1996 Compared to 1995           1995 Compared to 1994
                           ________________________        ________________________
                           Volume     Rate     Net         Volume     Rate     Net
                           ______     ____     ____        ______     ____     ____
<S>                        <C>        <C>      <C>         <C>        <C>      <C>
Income earned on:
 Loans                     $ 147      $  (1)   $ 146       $ 135      $ (67)   $ 68
 Investment securities:
  Taxable                     68         (9)      59         (16)       108      92
  Tax-exempt                 (67)       (27)     (94)        (93)        18     (75)
 Federal funds sold          (66)        (5)     (71)          6         42      48
 Interest bearing deposits 
  with other banks            (9)         0       (9)         (8)         0      (8)
                           _____      _____    _____       _____      _____    ____
  Total Interest-Earning 
         Assets               73        (42)      31          24        101     125
                           _____      _____    _____       _____      _____    ____
 Interest paid on:
   Savings and NOW 
    accounts                 (35)      (178)    (213)          7       (110)   (103)
   Time deposits              86        (20)      66          12        241     253
 Borrowed funds              (18)         0      (18)          3          8      11
                           _____      _____    _____       _____      _____    ____

  Total Interest-Bearing 
      Liabilities             33       (198)    (165)         22        139     161
                           _____      _____    _____       _____      _____    ____

   Changes in Net 
   Interest Income         $  40      $ 156    $ 196       $   2      $ (38)   $(36)
                           _____      _____    _____       _____      _____    ____
<FN>
The analysis of year-to-year changes in net interest income is segregated into amounts attributable to both  volume and rate
variances.  In calculating the variances, the changes are first segregated into (1) changes in volume (change in volume times
old rate), (2) changes in rate (change in rate times new volume), and (3) changes in rate/volume (change in rate times the 
change in volume).  The latter change in rate/volume has been allocated 100% to the change in rate variances.
</FN>
</TABLE>
<TABLE>
<PAGE>
<CAPTION>

                                                     TABLE 17

The major sources of per share earnings increases and decreases are shown below:


Changes in:                       1996/1995             1995/1994
                                  _________             _________
<S>                               <C>                   <C>
Net interest income                $  0.68               $ (0.14)
Provision for loan loss               0.63                  2.44
Investment security gains            (0.05)                (0.11)
Other income                          0.17                 (0.19)
Salaries and benefits                (0.29)                (0.43)
Occupancy and equipment              (0.20)                (0.40)
Other expense                         0.07                 (0.33)
Applicable income tax                (0.53)                (0.24)
                                   _______               _______
Net Income                         $  0.48               $  0.60
                                   _______               _______
</TABLE>
<TABLE>
<PAGE>
<CAPTION>

                                                             TABLE 18
                                                Other Income and Other Expenses
                                 A summary of items included in other income and other expenses is listed below:
                                                   (Dollar Amounts in Thousands)

Other Income:                                          1996           1995            1994
                                                      ______         ______          ______
<S>                                                   <C>            <C>             <C>
 Service charges on deposit accounts                   $  336         $  323          $  321
 Net investment security profits or losses                (13)             3              38
 Other income                                             146            102             166
                                                       ______         ______          ______
   Total Other Income                                  $  469         $  428          $  525
                                                       ______         ______          ______
<CAPTION>

Other Expenses:                                        1996           1995            1994
                                                      ______         ______          ______
<S>                                                   <C>            <C>             <C>
 Salaries and employee benefits                        $1,468         $1,367          $1,225
 Net occupancy and equipment                              505            440             305
 Advertising and public relations                          91             88              98   
 Directors' fees                                           84             53              58
 FDIC assessments                                          21             91             156
 Legal and professional                                   217            162              23
 Franchise and other taxes                                158            164             163
 Supplies                                                  99             99              80
 Other expense (each less than 1% of total income)        347            383             350
                                                       ______         ______          ______
   Total Other Expense                                 $2,990         $2,847          $2,458
                                                       ______         ______          ______
</TABLE>
<TABLE>
<PAGE>
<CAPTION>

                                                              TABLE 19

                                       Interest-Sensitive Assets and Liabilities
                                               (Dollar Amounts in Thousands)

                                                        December 31, 1996

                                                Over Three After
                                     Within     Through    One       Over
                                     Three      Twelve     Through   Five
                                     Months     Months     Five Year Years     Total
                                     ______     ______     ______    ______    ______
<S>                                  <C>        <C>        <C>       <C>       <C>
Interest-Earning Assets
 Loans                               $ 8,273    $ 6,809    $11,545   $14,416   $41,043
 Investment securities
   Taxable                             2,689      2,308     10,833     9,648    25,478
   Non-taxable                             0      1,641      4,060     1,186     6,887
 Federal funds sold                    1,100        -          -         -       1,100
                                     _______    _______    _______   _______   _______
Total Interest-Earning Assets        $12,062    $10,758    $26,438   $25,250   $74,508
                                     _______    _______    _______   _______   _______

Interest-Bearing Liabilities
 Interest-bearing demand deposits    $12,397       -          -         -      $12,397
 Savings deposits                     20,208       -          -         -       20,208
 Time deposits                        12,369      9,098      4,696        10    26,173
 Borrowed funds                           43       -            76      -          119
                                     _______    _______    _______   _______   _______
Total Interest-Bearing Liabilities   $45,017    $ 9,098    $ 4,772   $    10   $58,897
                                     _______    _______    _______   _______   _______

 Interest Sensitivity Gap            (32,955)     1,660     21,666    25,240    15,611
 Cumulative Interest Sensitivity Gap (32,955)   (31,295)    (9,629)   15,611
 Cumulative Gap Ratio                   0.27       0.42       0.84      1.27
</TABLE>


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 9
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
DECEMBER 31, 1996 & 1995, AND SEPTEMBER 30, 1996 & 1995, CONSOLIDATED
STATEMENTS OF CONDITION AND CONSOLIDATED STATEMENTS OF INCOME AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000893539
<NAME> F C BANC CORP
<MULTIPLIER> 1000
<CURRENCY> U S DOLLARS
       
<S>                             <C>                     <C>                     <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   3-MOS                   12-MOS                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996             DEC-31-1995             DEC-31-1996             DEC-31-1995
<PERIOD-START>                             OCT-01-1996             OCT-01-1995             JAN-01-1996             JAN-01-1995
<PERIOD-END>                               DEC-31-1996             DEC-31-1995             DEC-31-1996             DEC-31-1995
<EXCHANGE-RATE>                                      1                       1                       1                       1
<CASH>                                           3,957                   5,329                   3,957                   5,329
<INT-BEARING-DEPOSITS>                               0                       0                       0                       0
<FED-FUNDS-SOLD>                                 1,100                   4,200                   1,100                   4,200
<TRADING-ASSETS>                                     0                       0                       0                       0
<INVESTMENTS-HELD-FOR-SALE>                     32,194                  33,869                  32,194                  33,869
<INVESTMENTS-CARRYING>                               0                       0                       0                       0
<INVESTMENTS-MARKET>                                 0                       0                       0                       0
<LOANS>                                         41,043                  37,179                  41,043                  37,179
<ALLOWANCE>                                    (1,263)                 (1,297)                 (1,263)                 (1,297)
<TOTAL-ASSETS>                                  81,445                  83,698                  81,445                  83,698
<DEPOSITS>                                      70,074                  70,891                  70,074                  70,891
<SHORT-TERM>                                       119                   1,525                     119                   1,525
<LIABILITIES-OTHER>                                585                     522                     585                     522
<LONG-TERM>                                          0                       0                       0                       0
                                0                       0                       0                       0
                                          0                       0                       0                       0
<COMMON>                                           832                     832                     832                     832
<OTHER-SE>                                       9,835                   9,928                   9,835                   9,928
<TOTAL-LIABILITIES-AND-EQUITY>                  81,445                  83,698                  81,445                  83,698
<INTEREST-LOAN>                                  1,001                     869                   3,500                   3,354
<INTEREST-INVEST>                                  472                     483                   2,009                   2,022
<INTEREST-OTHER>                                    17                      85                     110                     188
<INTEREST-TOTAL>                                 1,490                   1,437                   5,619                   5,564
<INTEREST-DEPOSIT>                                 555                     593                   2,256                   2,403
<INTEREST-EXPENSE>                                   1                      15                      21                      39
<INTEREST-INCOME-NET>                              934                     829                   3,343                   3,122
<LOAN-LOSSES>                                        0                       0                       0                     204
<SECURITIES-GAINS>                                   1                       1                    (13)                       3
<EXPENSE-OTHER>                                    734                     847                   2,990                   2,906
<INCOME-PRETAX>                                    265                      95                     821                     499
<INCOME-PRE-EXTRAORDINARY>                         218                     147                     681                     533
<EXTRAORDINARY>                                      0                       0                       0                       0
<CHANGES>                                            0                       0                       0                       0
<NET-INCOME>                                       218                     147                     681                     533
<EPS-PRIMARY>                                     0.68                    0.00                    2.09                    1.61
<EPS-DILUTED>                                     0.68                    0.00                    2.09                    1.61
<YIELD-ACTUAL>                                    0.00                    0.00                    4.61                    4.37
<LOANS-NON>                                        692                       0                     691                     327
<LOANS-PAST>                                       427                       0                     427                      13
<LOANS-TROUBLED>                                     0                       0                       0                       0
<LOANS-PROBLEM>                                      0                       0                       0                       0
<ALLOWANCE-OPEN>                                 1,323                   1,805                   1,297                   1,600
<CHARGE-OFFS>                                       77                     509                     116                     574
<RECOVERIES>                                        17                      32                      82                      98
<ALLOWANCE-CLOSE>                                1,263                   1,297                   1,263                   1,297
<ALLOWANCE-DOMESTIC>                             1,263                       0                   1,263                   1,297
<ALLOWANCE-FOREIGN>                                  0                       0                       0                       0
<ALLOWANCE-UNALLOCATED>                            215                     377                     215                     377
        

</TABLE>


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