AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 2001
REGISTRATION NO. 333-________
REGISTRATION NO. 333-______-01
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
SECOND BANCORP INCORPORATED SECOND BANCORP CAPITAL TRUST I
(EXACT NAME OF CO-REGISTRANT (EXACT NAME OF CO-REGISTRANT AS
AS SPECIFIED IN ITS CHARTER) SPECIFIED IN ITS CHARTER)
------------------

OHIO DELAWARE
(STATE OR OTHER JURISDICTION OF (STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) INCORPORATION OR ORGANIZATION)

34-1547453 34-7144550
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)

108 MAIN AVENUE, S.W.
WARREN, OH 44481
(330) 841-0123
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF CO-REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
------------------
CHRISTOPHER STANITZ
EXECUTIVE VICE PRESIDENT AND SECRETARY
108 MAIN AVENUE, S.W.
WARREN, OH 44481
(330) 841-0234
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------
COPIES TO:
CHARLES S. DEROUSIE, ESQ. THOMAS C. ERB, ESQ.
ELIZABETH TURRELL FARRAR, ESQ. TOM W. ZOOK, ESQ.
VORYS, SATER, SEYMOUR AND PEASE LLP LEWIS, RICE & FINGERSH, L.C.
52 EAST GAY STREET 500 N. BROADWAY, SUITE 2000
P.O. BOX 1008 ST. LOUIS, MISSOURI 63102
COLUMBUS, OH 43216-1008 (314) 444-7600
(614) 464-6400
------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
registration statement for the same offering. [X] 333-68910; 333-68910-01
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

------------------

CALCULATION OF ADDITIONAL REGISTRATION FEE

--------------------------------------- ------------------ ----------------------- ------------------------- -----------------------
TITLE OF EACH CLASS OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION
BE REGISTERED REGISTERED (1) OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE FEE (2)
--------------------------------------- ------------------ ----------------------- ------------------------- -----------------------

9.00% Cumulative Trust Preferred
Securities of Second Bancorp Capital
Trust I 210,000 $10 $2,100,000 $525
--------------------------------------- ------------------ ----------------------- ------------------------- -----------------------
9.00% Subordinated Debentures due 2031
of Second Bancorp Incorporated (3)(4) None
--------------------------------------- ------------------ ----------------------- ------------------------- -----------------------
Guarantee of Preferred Securities
(3)(5) None
--------------------------------------- ------------------ ----------------------- ------------------------- -----------------------

(1) Includes 10,000 additional 9.00% Cumulative Trust Preferred Securities
(the "Trust Securities") which may be sold by Second Bancorp Capital
Trust I to cover over-allotments, if any.
(2) The registration fee is calculated in accordance with Rule 457(a), (i) and
(n).
(3) This Registration Statement is deemed to cover the 9.00% Subordinated
Debentures due 2031 of Second Bancorp Incorporated, the rights of holders
of the 9.00% Subordinated Debentures of Second Bancorp Incorporated under
the Indenture, and the rights of holders of the 9.00% Cumulative Trust
Preferred Securities under the Amended and Restated Trust Agreement, the
Preferred Securities Guarantee Agreement and the Agreement as to Expenses
and Liabilities entered into by Second Bancorp Incorporated.
(4) The 9.00% Subordinated Debentures due 2031 will be purchased by Second
Bancorp Capital Trust I with the proceeds of the sale of the 9.00%
Cumulative Trust Preferred Securities. Such securities may later be
distributed for no additional consideration to the holders of the 9.00%
Cumulative Trust Preferred Securities of Second Bancorp Capital Trust I
upon its dissolution and the distribution of its assets.
(5) No separate consideration will be received for the Guarantee.

------------------

This Registration Statement is being filed with respect to the
registration of additional Trust Securities of Second Bancorp Capital Trust I
(the "Additional Trust Securities") and additional 9.00% Subordinated
Debentures due 2031 of Second Bancorp Incorporated and the guarantee of Second
Bancorp Incorporated with respect to the Additional Trust Securities, pursuant
to Rule 462(b) under the Securities Act of 1933, as amended. The contents of
the earlier registration statement (Registration Nos. 333-68910 and
333-68910-01) filed by Second Bancorp Incorporated and Second Bancorp Capital
Trust I with the Securities and Exchange Commission on September 4, 2001, as
amended by a Pre-Effective Amendment filed with the Securities and Exchange
Commission on September 18, 2001, including the exhibits thereto, and declared
effective by the Securities and Exchange Commission on September 24, 2001, are
incorporated in this Registration Statement by reference.

The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Second Bancorp
Incorporated certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Warren, State of Ohio, on the 25th day of
September, 2001.

SECOND BANCORP INCORPORATED
(Co-Registrant)

By: /s/ Christopher Stanitz
------------------------------------------------------
Printed Name: Christopher Stanitz
--------------------------------------------
Title: Executive Vice President
---------------------------------------------------

Pursuant to the requirements of the Securities Act of 1933, Second Bancorp
Capital Trust I certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Warren, State of Ohio, on the 25th day of
September, 2001.

SECOND BANCORP CAPITAL TRUST I
(Co-Registrant)

By: Second Bancorp Incorporated, as
Depositor

2
3

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

NAME TITLE DATE
---- ----- ----

* R.L. (Rick) Blossom President, Chief Executive Officer, September 25, 2001
------------------------------------
R.L. (Rick) Blossom Chairman and Director

* David L. Kellerman Principal Financial Officer and September 25, 2001
------------------------------------
David L. Kellerman Principal Accounting Officer

* David A. Allen, Jr. Director September 25, 2001
------------------------------------
David A. Allen, Jr.

* John A. Anderson Director September 25, 2001
------------------------------------
John A. Anderson

* Alan G. Brant Director September 25, 2001
------------------------------------
Alan G. Brant

* John C. Gibson Director September 25, 2001
------------------------------------
John C. Gibson

* Norman C. Harbert Director September 25, 2001
------------------------------------
Norman C. Harbert

* James R. Izant Director September 25, 2001
------------------------------------
James R. Izant

* Phyllis J. Izant Director September 25, 2001
------------------------------------
Phyllis J. Izant

* John L. Pogue Director September 25, 2001
------------------------------------
John L. Pogue

* R. J. Wean, III Director September 25, 2001
------------------------------------
R. J. Wean, III

*By Christopher Stanitz pursuant to Powers of Attorney executed by the directors
and executive officers listed above, which Powers of Attorney are filed herewith
with the Securities and Exchange Commission

/s/ Christopher Stanitz
-------------------------------------------
Name: Christopher Stanitz
Title: Executive Vice President

3
4

EXHIBIT INDEX

Exhibit
----------

5.1 Opinion of Vorys, Sater, Seymour and Pease LLP.

5.2 Opinion of Richards, Layton & Finger, P.A.

8.1 Opinion of Vorys, Sater, Seymour and Pease LLP as to certain tax
matters.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Vorys, Sater, Seymour and Pease LLP (included in opinions
filed as Exhibits 5.1 and 8.1).

23.3 Consent of Richards, Layton & Finger, P.A. (included in opinion filed
as Exhibit 5.2).