SecProbe.io

May 29, 2012
 Via E-mail

Jim McGookey General Counsel First Citizens Banc Corp 100 East Water Street Sandusky, OH 44870
Re: First Citizens Banc Corp
Registration Statement on Form S-1 Filed May 22, 2012
  File No. 333-181579

Dear Mr. McGookey:

We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Prospectus Cover Page

1. As neither the Series A Preferred Stock nor th e warrant has a market, revise to price the
securities.
2. Please revise the cover page of your prospect us to identify the underwriters.  If you are
unable to name the underwriters prior to acceleration of eff ectiveness of the registration
statement, please confirm that you will iden tify the underwriters in a post-effective
amendment filed prior to any distribution of  the prospectus.
The Summary, page 3

3. Please revise the Summary to disclose whether or not the company and/or its affiliates are
bidding on the securities. In addition, and w ith a view towards a dditional disclosure,
advise the staff if any of the underwriters and/ or their affiliates or any of the company’s

Jim McGookey First Citizens Banc Corp May 29, 2012 Page 2

 officers and directors intend to bid in the offering.  Finall y, as applicable, provide the
staff with a legal analysis as to why these persons are not “affiliated purchasers” and will
be compliant with Rule 102 of Regulation M.
4. Revise to disclose if the company is current  on the Preferred divide nd or, if not, provide
details, including the aggregate and per share unpaid amounts.
5. If the company is bidding on the securities, re vise to disclose the impact on the company
and its subsidiary bank’s capital ratios and whether they will remain “well capitalized.”
The Offering, page 4

6. Revise this section to add subsections for Liquidation Preference, Dividends, Maturity,
Rank, Priority of Dividends, Redemption, and Voting Rights for the Preferred Shares and
the Warrant.  In addition, under the Voti ng Rights subsection, br iefly describe the
nomination process for the two di rectors that may be added purs uant to the Certificate of
Determination or other governing instrument for the Preferred Shares, including who may
make the nominations and how.  Further,  disclose under the Redemption subsection
whether the company has the current intention to  redeem the preferred in the near future
of before February 15, 2014 (the date the pr eferred begins to accrue dividends at a 9%
rate).  Finally, disclose the amount of a dditional capital the co mpany will need under
applicable TARP rules to be in  a position to request redemption.
7. Revise to disclose the allocation procedures in the event the offeri ng is oversold.  If the
method of allocation is anything but an equal pro rata distribution to all winning bidders,
provide the staff with a legal an alysis as to your authority unde r the Securities laws to use
such allocation method.
Plan of Distribution, page 26

8. Noting that the sellers may use underwriters , broker-dealers or agents to sell the
securities, revise to disclose that before a ny underwriter, broker-deale r or agent offers any
shares, a post-effective amendment will be fi led that will name any such underwriter,
broker-dealer or agent and will describe any compensation arrangements.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

Jim McGookey First Citizens Banc Corp May 29, 2012 Page 3

  should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Erin Purnell at (202) 551-3454 or me at (202) 551-3434 with any
questions.
Sincerely,

 /s/ Michael R. Clampitt
Michael R. Clampitt Senior Attorney
  cc. Via E-mail

 Anthony D. Weis  Vorys, Sater, Seymour and Pease LLP