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CORRESPONDENCE

July 14, 2009

Mr. William Friar, Senior Financial Analyst

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop — 4720

Washington, D.C. 20549-4561

    Re:

    First Citizens Banc Corp

    Form 10-K for December 31, 2008

    File Number 0-25980

Dear Mr. Friar,

          After reviewing your comments related to our Form 10-K for the Fiscal Year Ended December 31,
2008, it is our intention to incorporate your requested revisions in future filings. The following
italicized material represents the requested revisions, had they been included in the document in
question.

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

Management’s 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.

    In future reports, a row will be added to the table on page 10 to show the dollar amounts
by year. At December 31, 2008 it would have looked like this:

    December 31,

    2008

    2007

    2006

    Nonaccrual and 90 days or more past due loans

    $
    20,996

    $
    11,731

    $
    10,293

    In Note 1, the following narrative will be added regarding nonperforming loans.

    A loan is considered non-performing if it is maintained on a cash basis because of
deterioration in the borrower’s financial condition, where payment in full of principal or
interest is not expected and where the principal and interest have been in default for 90
days, unless the asset is both well-secured and in process of collection. Restructured
loans (loans restructured for credit reasons at a below-market interest rate) are also
considered non-performing.

    Mr. William Friar

    -2-

    July 14, 2009

    2.

    Reference is made to the last paragraph in the subsection, “Noninterest Expense” that
begins on page 11. In future reports, please discuss the anticipated amount to the
company of the special assessment to the Deposit Insurance Fund.

    In future reports, the last sentence of the paragraph discussing the special FDIC
assessment would be changed to include the following:

    The Corporation expects the impact of the emergency special assessment will approximate
$500,000.

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;

    First Citizens Banc Corp is a one bank holding company. Therefore, we used our bank
subsidiary (The Citizens Banking Company) as the reporting unit.

    •

    provide us with a list (in tabular format) of each reporting unit and identify the
respective unit fair value, carrying amounts, and reporting unit goodwill;

    Fair Value

    Tangible
 Equity

    Goodwill*

    The Citizens Banking Company

    $
    125,000,000

    $
    77,619,000

    $
    21,720,000

    *

    As of December 31, 2008,
after recording the
impairment charge

    •

    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;

    The Company performs the goodwill impairment test at the reporting level.

    •

    for each of the valuation methodologies used to value goodwill (you list discounted
cash flows, comparable transactions and the control premium
method), include sufficient information to enable a reader to understand how each of
the methods used differ, the assumed benefits of a valuation prepared under each
method, and why management selected these methods

    Mr. William Friar

    -3-

    July 14, 2009

    as being the most meaningful for the company in preparing the goodwill impairment
analyses; and

    The second paragraph of the discussion of goodwill impairment would be changed to the
following presentation.

    SFAS No. 142 also requires that the test be performed at the Reporting Unit level, in
our case at Citizens Banking Company (“Bank”). The goodwill impairment test was
completed by determining the fair value of the Bank on a controlling interest basis.
The fair value was considered to be the amount at which the Bank could be sold in a
current transaction between willing parties, that is, other than a forced liquidation
sale. Three different methods were used to determine the fair value of the Bank. The
three methods used were the comparable transactions method, the control premium method
and the discounted cash flow method.

    The comparable transaction method starts with acquisition pricing multiples for other
purchases completed in the Midwest and then applies the median of such multiples to the
Bank’s financial data. This results in a range of values. Further consideration is
given to the Bank’s risk profile by considering things like asset quality and reserve
for loan loss coverage ratio. The assumed benefit of the comparable transaction method
is its use of information from distinct market transactions that are reflective of
“true market conditions.”

    The control premium method starts with the current price of the Corporation’s stock and
adjusts for premiums paid in recent merger transactions. The premium is simply what
the buyer was willing to pay above the trading price to acquire controlling interest in
the Reporting Unit. Similar to the comparable transaction method, the benefit of
control premium method is its use of information from distinct market transactions that
are reflective of “true market conditions.”

    The discounted cash flow method is based on the present value of future cash flows over
a five year period and the projected terminal value at the end of the fifth year. The
discount rate used represents the buyer’s perceived required return. This method also
relies on projected operations, such as asset growth, profitability and dividend payout
ratio. While and acceptable valuation method, the discounted cash flow method is
generally assumed to be less beneficial than either the comparable transaction method
or the control premium method due to its reliance of future performance of the bank and
general economic conditions.

    While all three of the analyses were performed, the comparable transaction and control
premium methods were given greater weight in arriving at the fair value because these
calculations used level 2 inputs pursuant to SFAS No. 157 hierarchy, such as quoted
prices for similar assets and other inputs that are observable or can be corroborated
by observable market data. Less weight was assigned to the discounted cash flow method
because it relies on level 3 inputs in an uncertain economic climate.

    Mr. William Friar

    -4-

    July 14, 2009

    At the calculation date of November 30, 2008, the difference of the calculated fair
value of the bank of $125,000 and the tangible equity of $80,500 is less than the
$72,800 book value of goodwill and other intangibles, therefore additional analysis was
required to measure the amount of goodwill impairment. The additional analysis seeks
to determine the hypothetical mark-to-market adjustments to the equity if the Bank were
sold to a third party. It is these adjustments, along with the fair value, that are
used to make the final determination of the amount of goodwill impairment.

    As a result, the Corporation recorded a goodwill impairment charge of $43,291 which
reduced the goodwill balance on its books to $21,720 from $66,235.

    •

    how you weight each of the valuation methods used including the basis for that
weighting

    The weighting is based on the SFAS No. 157 hierarchy and is weighted more heavily
toward methodologies using level 2 two inputs. Less weight is given to a method if
level 3 inputs are used.

    We also acknowledge the following:

    •

    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.

We hope that the answers provided and the drafts of intended revisions satisfactorily address your
comments. Please let us know if we can be of further assistance.

    Very truly yours,

    /s/ James O. Miller

    James O. Miller

    President and CEO

JOM:alg