April 1, 2005

Mail Stop 0408

By U.S. Mail and facsimile to (330) 263-0063

Mr. L. Dwight Douce
President, Chief Executive Officer, and Director
Ohio Legacy Corp
305 West Liberty Street
Wooster, OH  44691

Re:	Ohio Legacy Corp
	Form 10-KSB filed March 22, 2005
	File No. 0-31673

Dear Mr. Douce:

	We have reviewed your filing and have the following comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process 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 these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


*    *    *    *    *    *    *


Form 10-KSB for the Year Ended December 31, 2004

Exhibit 13 - Annual Report

1. Please file a Form 10-KSB/A and refile this exhibit either in
HTML
or ASCII format.  We are unable to read and decipher your current
version which was filed as a PDF file.  We may have additional
comments on your filing and related exhibits upon receipt and
review
of your amendment.  We note Regulation S-T and in particular, Item
104(c).


*    *    *    *    *    *    *

      As appropriate, please amend your filing or respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review, as appropriate.  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
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors 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.

      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 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
* 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 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.

	You may contact Lisa Haynes, Staff Accountant at (202) 824-
5398
or me at (202) 942-1783 if you have questions.

							Sincerely,



	                         John P. Nolan
				Accounting Branch Chief

??

??

??

??

Mr. L. Dwight Douce
Ohio Legacy Corp
Page 3 of 3