SecProbe.io

May 31, 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 comment le tter dated May 29, 2012 and the supplemental comments included
below.  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. Once you have named the underwriter(s), pleas e provide a brief description of the
underwriting arrangements.  For example, describe whether the underwriters may be
required to purchase any speci fic number or dollar amount of securities in certain
circumstances.  Refer to Item  501(b)(8) of Regulation S-K.
 Summary

 2. If the Company is bidding on the securities, revise to disclose and include the capital
ratios for the Company and the Bank as of th e latest practicable da te and the estimated
capital ratios assuming the bid is successful.

Jim McGookey First Citizens Banc Corp May 31, 2012 Page 2

 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:
 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