SecProbe.io

Mail Stop – 4720
                                  June 30, 2009

  Mr. James O. Miller President  First Citizens Banc Corp 100 East Water Street P. O. Box 5016 Sandusky, Ohio 44870
Re: First Citizens Banc Corp
       Form 10-K for December 31, 2008        File Number 0-25980
Dear Mr. Miller:

We have reviewed the above referenced filing and related materials and have the
following comments.  Where indicated, we th ink your documents shoul d be revised.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In your response, please indicate your  intent to include the requested revision in future
filings and provide a draft of your proposed disclosure.  In some of our comments, we
may ask you to provide us with information so we may better understand your disclosure.
After reviewing this information, we may have additional comments.

            The purpose of our review pr ocess is to assist you in  your compliance with the
applicable disclosure requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in th ese respects.  We welcome any questions you
may have about our comments or on any other as pect of our review.  Feel free to call us
at the telephone numbers listed at the end of this letter.

Mr. James O. Miller
First Citizens Banc Corp
June 30, 2009
Page 2

Form 10-K for the Fiscal Year Ended December 31, 2008

Managements Discussion and Analysis of Financial Condition and… , page 6
1. Reference is made to the table on page 10.  In future reports, include a row for the
dollar amount of nonperforming loans by year.  In future reports, in footnote one,
briefly explain the difference between nonperforming loans and impaired loans.
2. Reference is made to the last paragra ph in the subsection, “Noninterest Expense”
that begins on page 11.  In future report s, please discuss the anticipated amount to
the company of the special assessm ent to the Deposit Insurance Fund.
 Notes to the Consolidated Financial Statements

 Note 7 – Goodwill, page 50

3. We note you recorded a goodwill impairment  charge of $43.3 million in 2008.  To
help us better understand your judgments  in accounting for goodwill, please tell
us the following and consider disclosing in future filings:
• the reporting unit level at which you test goodwill for impairment and your
basis for that determination;
• provide us with a list (i n tabular format) of each reporting unit and identify the
respective unit fair value, carryi ng amounts, and reporting unit goodwill;
• if you do not perform goodwill impairment testing at the reporting unit level,
tell us how your goodwill impairment testing practices comply with SFAS
142;
• for each of the valuation methodolog ies used to value goodwill (you list
discounted cash flows, comparable tr ansactions and the control premium
method), include sufficient information to enable a reader to understand how
each of the methods used differ, the assu med benefits of a valuation prepared
under each method, and why management selected these methods as being the
most meaningful for the company in preparing the goodwill impairment
analyses; and
• how you weight each of the valuation methods used including the basis for
that weighting

*  *  *  *  *

Mr. James O. Miller
First Citizens Banc Corp
June 30, 2009
Page 3

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Your re sponse letter should key your responses to our
comments, indicate your intent to include the requested revision in future filings, provide
a draft of your proposed disclo sure and provide any requested  information.  We may have
additional comments after reviewing your response.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please direct any questions on accounting matters to David Irving at 202 551-
3321, or in his absence to Hugh West at 202 551-3872.  Please direct any other questions
to me at 202 551-3418 or in my absence to Mark Webb at 202-551-3698.

Sincerely,

William Friar Senior Financial Analyst
 By FAX:  419 627-3359