SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 CIVISTA BANCSHARES, INC.
 100 East Water Street
 Sandusky, Ohio 44870 (419) 625-4121 September 26, 2025
 VIA EDGAR U.S. Securities and Exchange Commission
 Division of Corporation Finance Office of Finance
 100 F Street, N.E. Washington, D.C. 20549
 Attention: Madeleine Joy Mateo

 Re:
 Civista Bancshares, Inc.
 Registration Statement on Form S-4, as amended on September 26, 2025
 File No. 333-290157
 Dear Madeleine Joy Mateo: Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Civista Bancshares, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness under the Securities Act of the above-captioned
Registration Statement on Form S-4 (the “Registration Statement”) be accelerated to, and that the Registration Statement be declared effective on, Tuesday, September 30, 2025, at
4:00 p.m., Eastern time, or as soon thereafter as practicable. The Registrant requests that notification of such declaration of
effectiveness be made to Anthony D. Weis of Vorys, Sater, Seymour and Pease LLP, our outside counsel, by telephone at (614) 464-5465 or
 via e-mail at adweis@vorys.com .

 Sincerely,

 CIVISTA BANCSHARES, INC.

 By:

 /s/ Dennis G. Shaffer

 Dennis G. Shaffer

 President and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 22, 2025

Dennis G. Shaffer
Chief Executive Officer
Civista Bancshares, Inc.
100 East Water Street
Sandusky, OH 44870

 Re: Civista Bancshares, Inc.
 Registration Statement on Form S-4
 Filed September 10, 2025
 File No. 333-290157
Dear Dennis G. Shaffer:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Anthony D. Weis, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 CIVISTA BANCSHARES, INC.

100 East Water Street

Sandusky, Ohio 44870

(419) 625-4121

October 18, 2024

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: John Stickel

Re:
 Civista Bancshares, Inc.

Registration Statement on Form S-3

Filed October 9, 2024

File No. 333-282560

Dear Mr. Stickel:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Civista Bancshares, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on
Form S-3 (the “Registration Statement”) be accelerated to, and that the Registration Statement be declared effective on, Tuesday, October 22, 2024, at 4:00 p.m., Eastern Daylight Saving Time, or
as soon thereafter as practicable.

 The Registrant requests that notification of such declaration of effectiveness be made to Anthony D.
Weis of Vorys, Sater, Seymour and Pease LLP, our outside counsel, by telephone at (614) 464-5465 or via e-mail at adweis@vorys.com.

Sincerely,

CIVISTA BANCSHARES, INC.

By:

/s/ Dennis G. Shaffer

Dennis G. Shaffer

President and Chief Executive Officer

October 16, 2024
Dennis G. Shaffer
President and Chief Executive Officer
Civista Bancshares, Inc.
100 East Water Street
Sandusky, Ohio 44870
Re:Civista Bancshares, Inc.
Registration Statement on Form S-3
Filed October 9, 2024
File No. 333-282560
Dear Dennis G. Shaffer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 Civista Bancshares, Inc.

100 East Water Street

 Sandusky,
Ohio 44870

 April 18, 2022

 VIA EDGAR

David Lin

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 Division of Corporate
Finance

 100 F Street NE

 Washington, D.C. 20549

Re:
 Civista Bancshares, Inc.

Registration Statement on Form S-4, As Amended on April 18, 2022

File No. 333-264111

 Dear Mr. Lin:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Civista Bancshares, Inc., an Ohio corporation (the
“Registrant”), hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be accelerated to 3:00 p.m., Eastern time, on April 21, 2022, or as soon thereafter as
practicable.

 Please contact Christian Gonzalez, Esq. of Dinsmore & Shohl LLP, counsel to the Registrant, at (614) 628-6921 with any
questions you may have concerning this letter, or if you require any additional information. Please notify Mr. Gonzalez when this request for acceleration of effectiveness of the Registration Statement has been granted.

Very truly yours,

Civista Bancshares, Inc.

By:

/s/ Lance A. Morrison

Name:

Lance A. Morrison

Title:

Senior Vice President, General Counsel

United States securities and exchange commission logo
April 11, 2022
Dennis G. Shaffer
President and Chief Executive Officer
Civista Bancshares, Inc.
100 East Water Street
Sandusky, OH 44870
Re:Civista Bancshares, Inc.
Registration Statement on Form S-4
Filed April 4, 2022
File No. 333-264111
Dear Mr. Shaffer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 CIVISTA BANCSHARES, INC.

100 East Water Street

Sandusky, Ohio 44870

(419) 625-4121

March 3, 2022

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:    David Lin

Staff Attorney

Re:
 Civista Bancshares, Inc.

Registration Statement on Form S-4

File No. 333-262907

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Civista Bancshares, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on
Form S-4 (the “Registration Statement”) be accelerated to, and that the Registration Statement be declared effective on, Monday, March 7, 2022, at 10:00 a.m., Eastern Time, or as soon thereafter
as practicable.

 The Registrant requests that notification of such declaration of effectiveness be made to Anthony D. Weis of Vorys,
Sater, Seymour and Pease LLP, our outside counsel, by telephone at (614) 464-5465 or by e-mail at adweis@vorys.com.

Sincerely,

CIVISTA BANCSHARES, INC.

By:

 /s/ Dennis G. Shaffer

Dennis G. Shaffer

President and Chief Executive Officer

United States securities and exchange commission logo
February 28, 2022
Dennis G. Shaffer
President and Chief Executive Officer
Civista Bancshares, Inc.
100 East Water Street
Sandusky, OH 44870
Re:Civista Bancshares, Inc.
Registration Statement on Form S-4
Filed February 22, 2022
File No. 333-262907
Dear Mr. Shaffer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 CIVISTA BANCSHARES, INC.

100 East Water Street

Sandusky, Ohio 44870

(419) 625-4121

October 26, 2021

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:    Sonia Bednarowski

 Office of Finance

Re:
 Civista Bancshares, Inc.

Registration Statement on Form S-3

File No. 333-260273

 Ladies and
Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Civista
Bancshares, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-3 (the “Registration Statement”) be
accelerated to, and that the Registration Statement be declared effective on, Thursday, October 28, 2021, at 4:00 p.m., Eastern Daylight Savings Time, or as soon thereafter as practicable.

In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges that: (i) should the U.S.
Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, such action does not foreclose the Commission from taking any action with respect to
the Registration Statement; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy
and accuracy of the disclosures of the Registrant in the Registration Statement; and (iii) the Registrant may not assert staff comments and 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.

 The Registrant requests that notification of such declaration of
effectiveness be made to Anthony D. Weis of Vorys, Sater, Seymour and Pease LLP, our outside counsel, by telephone at (614) 464-5465 or by e-mail at adweis@vorys.com.

Sincerely,

CIVISTA BANCSHARES, INC.

By:

 /s/ Dennis G. Shaffer

Dennis G. Shaffer

President and Chief Executive Officer

United States securities and exchange commission logo
October 19, 2021
Dennis G. Shaffer
Chief Executive Officer
Civista Bancshares, Inc.
100 East Water Street
Sandusky, OH 44870
Re:Civista Bancshares, Inc.
Registration Statement on Form S-3
Filed October 15, 2021
File No. 333-260273
Dear Mr. Shaffer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sonia Bednarowski at 202-551-3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 November 28, 2018

 By
EDGAR

 Securities and Exchange Commission

 100 F.
Street

 Washington, D.C. 20549

Attn:

 David Lin

 Staff Attorney

Division of Corporation Finance

Re:

 Civista Bancshares, Inc.

 Registration
Statement on Form S-3 (the “Registration Statement”)

 File No. 333-227006

 Ladies and Gentlemen:

 Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Civista Bancshares, Inc. hereby requests that the effectiveness of the Registration Statement be accelerated to November 29, 2018, or as soon thereafter as is practicable.

Very truly yours,

CIVISTA BANCSHARES, INC.

By:

 /s/ James E. McGookey

 James E. McGookey, Senior Vice President

 and
General Counsel

 100 East Water Street  |  Sandusky, OH
44870  |  888.645.4121

 civb.com

August 30, 2018
Dennis Shaffer
President and Chief Executive Officer
Civista Bancshares, Inc.
100 East Water Street
Sandusky, OH 44870
Re:Civista Bancshares, Inc.
Registration Statement on Form S-3
Filed August 24, 2018
File No. 333-227006
Dear Mr. Shaffer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

CORRESP
1
filename1.htm

CORRESP

 [Civista Letterhead]

June 6, 2018

 By EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, D.C. 20549

Attention:

David Gessert

Re:

Acceleration Request

Civista Bancshares, Inc.

Registration Statement on Form S-4 (the “Registration Statement”)

Registration File No. 333-224794

 To Whom It May Concern:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Civista Bancshares, Inc. (the “Registrant”) hereby requests that the
effectiveness of the Registration Statement be accelerated to 2:00 p.m. on June 8, 2018, or as soon thereafter as is practical.

 The
Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Robert Loesch, of Tucker Ellis LLP, at (216) 696-5916.

Very truly yours,

CIVISTA BANCSHARES, INC.

By:

 /s/ James E. McGookey

James. E. McGookey

General Counsel

Senior Vice President and Secretary

cc:

Robert M. Loesch, Tucker Ellis LLP

Edward G. Olifer, Esq., Kilpatrick Townsend & Stockton LLP

Mail Stop 4720
 May 15 , 2018

James E. McGookey, Esq.
Civista Bancshares, Inc.
100 East Water Street
Sandusky, OH 44870

Re: Civista Bancshares, Inc.
  Registration Statement on Form S-4
Filed May  9, 2018
  File No. 333-224794

Dear Mr. McGookey :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact David Gessert at (202) 551 -2326 with any questions .

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

CORRESP
1
filename1.htm

CORRESP

 August 21, 2015

 By
EDGAR

 Securities and Exchange Commission

 100 F.
Street

 Washington, D.C. 20549

Attn:     Ms. Erin E. Martin

 Special Counsel

Division of Corporation Finance

Re:       Civista Bancshares,
Inc.

 Registration Statement on Form S-3 (the “Registration Statement”)

File No.
333-205828

 Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Civista Bancshares, Inc. hereby requests that the effectiveness of the Registration Statement
be accelerated to August 26, 2015, or as soon thereafter as is practicable.

 Very truly yours,

CIVISTA BANCSHARES, INC.

By:

 /s/ James O. Miller

 James O. Miller, President

 and Chief
Executive Officer

 100 East Water Street    |     Sandusky, OH
44870    |    888.645.4121

 civb.com

Mail Stop 4720
August 11, 2015

Via E -mail
James O. Miller
President and Chief Executive Officer
Civista Bancshares, Inc.
100 East Water Street
Sandusky, OH  44870

Re: Civista Bancshares, Inc.
Registration Statement on Form S -3
Filed July 23, 2015
  File No. 333-205828

Dear Mr. Miller :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .  In our comment , 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 com ment applies  to your facts and
circumsta nces or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Exhibi t 5.1

1. Please have counsel revise opinion (5) on page 4 to opine that the depositary shares will
be legally issued and will entitle their holders to the rights specified in the deposit
agreement and the depositary receipts.  For guidance, refer to Section II.B.1.d of Staff
Legal Bulletin No. 19 (Oct. 14, 2011).

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 the information the Securities Act of 193 3 and
all applic able Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

James O. Miller
Civista Bancshares, Inc.
August 11, 2015
Page 2

Notwithstanding our comment s, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, decla re the
filing effective, it does not foreclose the Commission 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 and 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 reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact David Lin at (202) 551 -3552  or me at (202) 551 -3391  with any questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office of Financial Services I

cc: Robert M. Loesch , Esq.

CORRESP
1
filename1.htm

UW Acceleration Request

 June 21, 2012

 Mr. Michael Clampitt

 Senior Counsel

 United States Securities and Exchange Commission

 450 Fifth Street, N.W.

Washington, D.C. 20549

Re:
First Citizens Banc Corp

Registration
Statement on Form S-1 (SEC File No. 333-181579)

 Dear Mr. Clampitt:

 In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of First Citizens Banc Corp that the effective date of the Registration Statement be accelerated so that it will be
declared effective at 9:00 a.m., Eastern Time, on June 25, 2012.

 Pursuant to Rule 460 under the Act, please be advised
the undersigned intends to effect the following approximate distribution of copies of the Preliminary Prospectus to be dated June 25, 2012 (the “Preliminary Prospectus”):

No. of Copies

 Institutions

850

 Others

100

 Total

950

 [SIGNATURE PAGE FOLLOWS]

 Very truly yours,

 MERRILL LYNCH, PIERCE, FENNER & SMITH

   INCORPORATED

 SANDLER O’NEILL & PARTNERS, L.P.

 By:

MERRILL LYNCH, PIERCE, FENNER & SMITH

 INCORPORATED

 By:

/s/ William D. Hobbs

Authorized Signatory

 By:

SANDLER O’NEILL & PARTNERS, L.P.

 By:

Sandler O’Neill & Partners Corp.,

the sole general partner

 By:

/s/ Christopher S. Hooper

Name: Christopher S. Hooper

Title: An officer of the Corporation

 For themselves and as Representatives of the other Underwriters named in Schedule A to the Underwriting Agreement

CORRESP
1
filename1.htm

Acceleration Request

 FIRST CITIZENS BANC CORP

100 East Water Street

 P. O. Box 5016

 Sandusky, Ohio 44870

(419) 625-4121

www.fcza.com

June 21, 2012

 Securities
and Exchange Commission

 Division of Corporation Finance

 100 F. Street NE

 Washington, D.C. 20549

Attn:
Michael R. Clampitt

Senior Attorney

Re:
First Citizens Banc Corp (the “Registrant”)

Registration Statement on Form S-1 (File No. 333-181579)

 Dear Mr. Clampitt:

 Pursuant to Rule 461 under the Securities Act of 1933,
as amended (the “Securities Act”), the Registrant hereby requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective under the Securities Act at 9:00 a.m., New York
City time, on Monday, June 25, 2012.

 In connection with this request, the Registrant hereby acknowledges that:

1.
should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

2.
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

3.
the Registrant may not assert Staff comments and 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 advise Anthony D. Weis of Vorys, Sater, Seymour and Pease
LLP, our outside counsel, of the effectiveness of the Registration Statement by telephone at (614) 464-5465 or by facsimile at (614) 719-4776.

 [Remainder of the Page Intentionally Left Blank]

 Very truly yours,

FIRST CITIZENS BANC CORP

By:

/s/ James E. McGookey

 Name: James E. McGookey

Title:   General Counsel

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

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

Mail Stop – 4720
                                  August 7, 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:
  This letter is to advise you that we  have completed our reviewed the above
referenced filing and the related material , and we have no further comments.

Sincerely,

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

CORRESP
1
filename1.htm

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

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

January 31, 2006

Via Facsimile (216) 479-8776 and U.S. Mail

Mr. Cipriano S. Beredo Squire, Sanders & Dempsey L.L.P. 4900 Key Tower, 127 Public Square Cleveland, Ohio 44114
Re: First Citizens Banc Corp
Schedule TO-I filed January 11, 2006
File No. 5-53073

Dear Mr. Beredo:
We have reviewed the above-referenced filing and have the following comments.
Offer to Purchase

Forward looking Statements, page 4
1. We remind you that statements made in connection with tender offers are specifically excluded from the safe harbor protections of the Private Securities Litigation Reform Act of 1995.  See Section 21E(b)(2)(C) of the Exchange Act and Regulation M-A telephone
interpretation M.2 of the July 2001 Supplement to the Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations.  As a result, please delete the reference to the Private Securities Litigation Reform Act or revise the disclosure to make clear that the safe harbor protections do not apply to statements made in connection with the tender offer.

Conditions of the Offer, page 12

2. We note your disclosure that you may exert a condition “regardless of the circumstances
giving rise to such event.” We do not object to the imposition of conditions in a tender offer, provided that they are not within the dir ect or indirect control of the issuer and are
specific and capable of objective verification when satisfied.   Please revise your condition so that action or omission by you can not trigger the condition.
3. We note your statement that the failure to exercise a right will not be deemed a waiver of that right.  This language suggests that once a condition is triggered, you will make a secondary determination as to whether to proceed with the tender offer.  Please note that when a condition is triggered and an offeror decides to proceed with the offer anyway,

January 31, 2006
Page 2

we believe that this decision constitutes a waiver of the triggered condition.  As you are
aware, the waiver of a material offer condition may require an extension of the offer, as well as filing of an amendment and dissemination of additional offer materials.  Please confirm to us the issuer will not rely on this language to tacitly waive a condition of the offer by failing to expressly assert it.
4. We note your statement that any determination you make will “be final and binding on all parties.” Please revise this sentence to more precisely define its scope.  It appears that your interpretation of the terms of the tender offer may not necessarily be final and binding on all parties.  For example, while you may assert an offer condition when it is triggered, when parties contest asserted conditions, the judgments of courts of competent jurisdiction are generally considered final and binding in such matters.
Closing Comments

As appropriate, please amend your document in response to these comments.  You may
wish to provide us with marked copies of the amendment, if required, to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.  In addition, depending upon your response to these comments, a supplement may need to be sent to security holders.      In connection with responding to our comments, please provide, in writing, a statement from all filing persons acknowledging that:
‚ you are responsible for the adequacy and accuracy of the disclosure in the filings;
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and
‚ you 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 advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

January 31, 2006
Page 3

 Please direct any questions to me at (202) 551-3345.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:  20549.
      S i n c e r e l y ,
          Michael Pressman        O f f i c e  o f  M e r g e r s
and Acquisitions

CORRESP
1
filename1.htm

First Citizens Bacn Corp          Correspondence

    100 East Water Street,

    Sandusky, Ohio 44870-2514

    419-625-4121

    www.fcza.com

February 2, 2006

VIA FACSIMILE (202) 772-9203

Michael K. Pressman

Office of Mergers and Acquisitions

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

    First Citizens Banc Corp

Schedule TO-I filed January 11, 2006

File
No. 5-53073

Dear Mr. Pressman:

     On behalf of First Citizens Banc Corp (the “Company”), we are hereby filing with the
Securities and Exchange Commission (the “Commission”) Amendment No. 1 to the Schedule TO-I (the
“Amendment”), as initially filed with the Commission on January 11, 2006. We are delivering a
clean copy of the Amendment to you, as well as a clean and marked copy of the Offer to Purchase,
revised in accordance with this response letter.

     Set forth below are the Company’s responses to the Commission’s comments given by letter (the
“Comment Letter”) dated January 31, 2006. The responses are numbered to correspond to the comments
set forth in the Comment Letter, which for convenience, we have incorporated into the response
letter.

Offer to Purchase

Forward Looking Statements, page 4

    1.

    We remind you that statements made in connection with tender offers are specifically excluded
from the safe harbor protections of the Private Securities Litigation Reform Act of 1995. See
Section 21E(b)(2)(C) of the Exchange Act and Regulation M-A telephone interpretation M.2 of
the July 2001 Supplement to the Division of Corporation Finance’s Manual of Publicly Available
Telephone Interpretations. As a result, please delete the reference to the Private Securities
Litigation Reform Act or revise the disclosure to make clear that the safe harbor protections
do not apply to statements made in connection with the tender offer.

Equal Employment Opportunity / AA Employer, M/F/D/V

Michael K. Pressman

February 2, 2006

Page 2

    Response: We note the Staff’s comment and have deleted the reference to the Private
Securities Litigation Reform Act on page 4 of the revised Offer to Purchase.

Conditions to the Offer, page 12

    2.

    We note your disclosure that you may exert a condition “regardless of the circumstances
giving rise to such event.” We do not object to the imposition of conditions in a tender
offer, provided that they are not within the direct or indirect control of the issuer and are
specific and capable of objective verification when satisfied. Please revise your condition
so that action or omission by you can not trigger the condition.

    Response: In response to this comment, we have revised the “Conditions to the Offer”
section to indicate that a condition may be triggered regardless of the circumstances giving
rise to such event or condition, provided that such condition, event or circumstance is not
within our direct or indirect control and is not triggered by any act or omission on our
part. Please see pages 12 and 13 of the revised Offer to Purchase.

    3.

    We note your statement that the failure to exercise a right will not be deemed a waiver of
that right. This language suggests that once a condition is triggered, you will make a
secondary determination as to whether to proceed with the tender offer. Please note that when
a condition is triggered and an offeror decides to proceed with the offer anyway, we believe
that this decision constitutes a waiver of the triggered condition. As you are aware, the
waiver of a material offer condition may require an extension of the offer, as well as filing
of an amendment and dissemination of additional offer materials. Please confirm to us the
issuer will not rely on this language to tacitly waive a condition of the offer by failing to
expressly assert it.

    Response: We confirm that we will not rely on the waiver language to tacitly waive a
material condition to the offer by failing to expressly assert it. We will extend the
offer, file an amendment or disseminate additional offer materials as required if we waive a
material condition to the offer.

    4.

    We note your statement that any determination you make will “be final and binding on
all parties.” Please revise this sentence to more precisely define its scope. It appears
that your interpretation of the terms of the tender offer may not necessarily be final and
binding on all parties. For example, while you may assert an offer condition when it is
triggered, when parties contest asserted conditions, the judgments of courts of competent
jurisdiction are generally considered final and binding in such matters.

    Response: In response to this comment, we have deleted the sentence “Any determination or
judgment by us concerning the events described above will be final and binding on all
parties.” on page 13 of the revised Offer to Purchase.

Michael K. Pressman

February 2, 2006

Page 3

     The Company hereby acknowledges that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in the
filings;

    •

    Staff comments or changes to disclosure in response to the Staff comments in the
filings reviewed by the Staff 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.

     Please call the undersigned or Cipriano S. Beredo at (216) 479-8280 with any comments or
questions regarding the Amendment.

    Sincerely,

FIRST CITIZENS BANC CORP

    By:

    /s/ James O. Miller

    James O. Miller

Executive Vice President

cc: Cipriano S. Beredo, Esq.

Enclosures