AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 1995

REGISTRATION NO. 33-53739
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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COBANCORP INC.
(Exact name of Registrant as specified in its charter)

OHIO 34-1465382
(I.R.S. Employer Identification
(State or other jurisdiction of Number)
incorporation or organization)
124 MIDDLE AVENUE
ELYRIA, OHIO 44035
(216)329-8000
(Address, including zip code, and telephone number, including area code of Registrant's
principal executive offices)
JOHN S. KREIGHBAUM
PRESIDENT
COBANCORP INC.
124 MIDDLE AVENUE
ELYRIA, OHIO 44035
(216)329-8101
(Name, address, including zip code and telephone number, including area code, of agent for
service)

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC:

From time to time after the effective date of this Post-Effective Amendment to
the 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. /X/

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
effective registration statement for the same offering. / /

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. / /

This Post-Effective Amendment relates to the registration under the
Securities Act of 1933 of 150,000 shares of common stock, without par value
("Common Shares"), of CoBancorp Inc. and the related rights to purchase the
Common Shares.

PAGE OF . EXHIBIT INDEX APPEARS ON SEQUENTIALLY NUMBERED PAGE .
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Dear Shareholder:

We are pleased to send you this Prospectus describing our Dividend
Reinvestment and Stock Purchase Plan (the "Plan"), which has recently been
amended. Through the Plan, you may automatically invest cash dividends that you
receive on your shares of Common Stock, no par value (the "Common Stock"), of
CoBancorp Inc. (the "Company"), as well as optional cash payments made by you
under the Plan, in additional shares of Common Stock. The Company reserves the
right to suspend, modify or terminate the Plan at any time.

Participants in the Plan enjoy the following benefits:

- You will pay no service charges or brokerage commissions for shares of
Common Stock purchased on your behalf under the Plan.

- Your dollars will be invested in full and fractional shares to four
decimal places.

- Dividends are credited to your account on both full and fractional
shares.

- Your dividends will be invested quarterly and cash payments will be
invested monthly.

- Your recordkeeping will be simplified since you will receive a statement
each time there is activity in your account.

- The shares of Common Stock purchased on your behalf under the Plan will
be held in safekeeping until termination of your participation in the
Plan, or until you request that a certificate be issued to you.

- You may terminate your participation in the Plan at any time.

The following pages of the Prospectus provide complete details of the Plan
in simple question and answer form. We recommend that you review the description
of the Plan carefully and that you retain this Prospectus for future reference.

If you are not enrolled in the Plan but wish to do so, simply complete the
enclosed Authorization Card and return it in the enclosed postagepaid envelope.
You may enroll in dividend reinvestment only (partial or whole), in optional
cash payments only, or in both. IF YOU ARE ALREADY ENROLLED IN THE PLAN, YOU
NEED NOT TAKE ANY ACTION TO CONTINUE YOUR PARTICIPATION IN THE PLAN. If you do
not participate in the Plan, you will continue to receive checks for your
dividends as they are declared and paid.

The recent amendment to the Plan merely changed the source of Common Stock
that will be purchased under the Plan. Prior to the amendment, purchases were
made directly from the Company when the closing sale price per share for Common
Stock was at or above tangible book value per share. As amended, purchases may
be made on the open market regardless of what the closing price is for shares of
Common Stock. The Company has instructed Registrar & Transfer Company, the
Company's agent for administering the Plan, to effect all purchases in the open
market unless otherwise instructed by the Company.

Sincerely,
LOGO
John S. Kreighbaum
President & Chief Executive Officer
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PROSPECTUS

COBANCORP INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
150,000 COMMON SHARES
(WITHOUT PAR VALUE)

CoBancorp Inc. (the "Company") is offering to holders of its Common Stock,
no par value ("Common Stock"), an opportunity to invest cash dividends and
optional cash payments in Common Stock pursuant to the Dividend Reinvestment and
Stock Purchase Plan set forth herein (the "Plan"). Any holder of record of
Common Stock is eligible to participate in the Plan.

A participant in the Plan may purchase Common Stock by:

- reinvesting cash dividends on all shares of the Company held by the
participant, or

- reinvesting cash dividends on part of the shares of the Company held by
the participant (while continuing to receive cash dividends on the other
shares), and/or

- making optional cash payments of at least $30 each, with all such cash
payments not exceeding $25,000 annually, whether or not the participant's
dividends are being reinvested.

Employees of the Company or its subsidiary who are shareholders have the
additional option of using payroll deductions to purchase shares of Common Stock
of the Company at then current market prices, provided that no more than a total
$25,000 in payroll deductions and optional payments may be invested by a
participating employee in any one calendar year.

Common Stock purchased under the Plan will be purchased from the Company,
on the open market, or otherwise from sources other than the Company. The price
of shares of Common Stock purchased for participants in the Plan on the open
market or otherwise from sources other than the Company will be the weighted
average of the prices paid for the Common Stock shares in all such purchases
made with respect to the applicable Investment Date (as defined in Question 10).
As to Common Stock shares purchased from the Company, the price will be the
closing sales price on the NASDAQ System as reported in The Wall Street Journal
(or if there should be no such quote, the average of the bid and asked prices
for such stock as quoted on NASDAQ) on the applicable Investment Date.

Regardless of the source, participants do not pay a brokerage commission or
service charge upon the purchase of Common Stock under the Plan, and the Company
bears the cost of administering the Plan.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS, OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

The date of this Prospectus is October 2, 1995.

SAVE THIS DOCUMENT. IT SETS FORTH THE TERMS OF
THE PLAN AND HOW IT OPERATES.

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No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offer contained herein and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any securities offered hereby in any jurisdiction or to any
person in which or to whom it is unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstance, create any implication that there has been no change in the
affairs of the Company or the facts herein set forth since the date hereof.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "SEC"). Such reports, proxy statements and other information and the
Registration Statement referred to below may be inspected and copied at the
public reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, as well as the following SEC Regional
Offices: 7 World Trade Center, Thirteenth Floor, New York, New York, 10007; and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies may be
obtained at prescribed rates by writing to the SEC, Public Reference Section,
450 Fifth Street, N.W., Washington, D.C. 20549. The Common Stock of the Company
is traded on the National Association of Securities Dealers, Inc. Automated
Quotations ("NASDAQ") National Market System.

The Company has filed with the SEC a Registration Statement on Form S-3
under the Securities Act of 1933 with respect to the Common Stock offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the SEC. Reference is made to the Registration
Statement for further information.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the SEC by the Company are incorporated
as of their respective dates in this Prospectus by reference:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, filed pursuant to Section 13 of the Securities
Exchange Act of 1934;

(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995;

(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the SEC on
February 4, 1985, and any amendment or report filed for the purpose of
updating such description; and

(d) All other reports filed pursuant to Section 13(c) or 15(d) of the
Securities Exchange Act of 1934 subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common
Stock pursuant to the Plan.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

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The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon such person's
written or oral request, a copy of any or all of the documents described above
under "Incorporation of Certain Documents by Reference," other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
into such documents). Requests should be directed to:

CoBancorp Inc.
124 Middle Avenue
Elyria, Ohio 44035
Attention: Corporate Secretary
(216) 329-8105
(800) 522-3034 (toll free)

THE COMPANY AND THE BANK

The Company is an Ohio corporation registered as a bank holding company
under the Bank Holding Company Act of 1956, as amended, and was incorporated in
November, 1983. On September 8, 1984, the Company became the sole stockholder of
PREMIERBank & Trust (the "Bank") through a holding company reorganization of the
Bank, and the Bank's existing shareholders became the shareholders of the
Company. The Company's principal activity to date has consisted of owning all of
the Bank's outstanding common stock.

The Bank was organized in 1926 and engages in a full-service commercial and
consumer banking business. The Bank offers retail and wholesale banking services
including demand savings and time deposits and commercial, mortgage and
consumer/installment loans. The Bank also offers trust and investment services
to its customers. The Bank conducts its operations through its main office
located in Elyria, Ohio and through over 20 branch offices located in Crawford,
Cuyahoga, Delaware, Erie, Franklin, Huron, Lorain and Richland Counties. As an
Ohio-chartered bank and a member of the Federal Reserve System, the Bank's
deposits are insured by the Federal Deposit Insurance Corporation up to
applicable limits.

The principal executive offices of both the Company and the Bank are
located at 124 Middle Avenue, Elyria, Ohio 44035. The telephone number is (216)
329-8000 or (800) 522-3034.

USE OF PROCEEDS

The Company has no basis for estimating precisely the number of shares of
Common Stock that ultimately may be sold pursuant to the Plan, the extent to
which shares will be purchased directly from the Company rather than in the open
market or the prices at which shares will be sold. The net proceeds from any
purchases of Common Stock directly from the Company under the Plan would provide
the Company with funds that it would expect to use for general corporate
purposes.

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

The Company's Dividend Reinvestment and Stock Purchase Plan ("Plan") is set
forth below in question and answer format.

PURPOSE

1. What is the purpose of the Plan?

The Plan provides holders of record of Common Stock with a simple and
convenient method of investing cash dividends and optional cash payments in
additional Common Stock without payment of any brokerage commission or service
charge. To the extent that such additional Common Stock shares are purchased
from the Company, the Company will use the additional funds for general
corporate purposes. See "Use of Proceeds" above.

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ADVANTAGES

2. What are the advantages of the Plan?

An eligible shareholder of record who wishes to participate in the Plan may
(i) have cash dividends on all of his or her shares of the Company automatically
reinvested or (ii) have cash dividends on part of his or her shares of the
Company automatically reinvested or (iii) whether or not a participant has
elected to have any such dividends automatically reinvested, invest in
additional Common Stock by making optional cash payments of not less than $30
per payment up to an aggregate maximum of $25,000 annually. No commission or
service charge is paid by a participant in connection with purchases under the
Plan. Full investment of funds is possible under the Plan because fractions of
common shares (computed to four decimal places), as well as whole common shares,
will be credited to a participant's Plan account. Dividends on common shares in
a participant's Plan account, including a pro rata dividend on fractional common
shares, will be reinvested in additional Common Stock and such Common Stock will
be credited to a participant's Plan account. A participant can avoid the need
for safekeeping of certificates for Common Stock credited to the participant's
account under the Plan. Periodic statements of account will provide simplified
record keeping.

ADMINISTRATION

3. Who administers the Plan for participants?

Registrar and Transfer Company ("R&T") has been designated by the Company
as its agent to administer the Plan for participants by maintaining records,
sending statements of account to participants and performing other duties
relating to the Plan. Shares of Common Stock will be purchased from the Company
by R&T or in the open market by an Independent Agent designated by R&T, in
either case as agent for the participants, and such shares will be registered in
the name of R&T's nominee as agent for participants, until such participant
terminates participation in the Plan or until a written request is received from
such participant for issuance of a stock certificate for all or a portion of
shares held by R&T for such participant, as more fully explained in Question 26.
R&T also acts as dividend disbursing agent, transfer agent, and registrar for
the Common Stock.

All correspondence concerning the Plan should be addressed to:

Registrar and Transfer Company
ATTN: Dividend Reinvestment Department
10 Commerce Drive
Cranford, New Jersey 07016

or call (800) 368-5948

PARTICIPATION

4. Who is eligible to participate?

All holders of record of Common Stock are eligible to participate in the
Plan. In order to be eligible to participate in the Plan, any shareholder whose
shares are registered in a name other than the participant's own name (for
example, in the name of a broker or bank nominee) must become a shareholder of
record by having shares transferred into the participant's own name.

5. How does an eligible shareholder participate?

A holder of record of shares of Common Stock may join the Plan at any time
by completing and signing an Authorization Card and returning it to R&T.
Authorization Cards may be obtained at any time by a written request to R&T at
the address noted in Question 3. Where such shares are registered in more than
one name (i.e., joint tenants, trustees, etc.), all registered holders must
sign. Those shareholders who do not wish to participate in the Plan will
continue to receive dividends when and as declared.

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If a shareholder returns a properly executed Authorization Card to R&T
without electing an investment option, such Authorization Card will be deemed to
indicate the intention of such shareholder to apply any cash dividends toward
the purchase of additional shares of Common Stock.

Any shareholder of the Company who is already enrolled in the Plan need not
take any action to continue participation in the Plan, as recently amended. The
recent amendment of the Plan is described in Question 11. Unless a participant
wishes to change the instructions on the Authorization Card currently in effect
for his or her account, a shareholder who is already a participant in the Plan
should not complete a new Authorization Card.

6. Is partial participation possible under the Plan?

Yes. A shareholder of record who desires to participate in the Plan may
elect to have the cash dividends on only some of the shares of the Company owned
by the shareholder reinvested under the Plan, or may elect to make optional cash
payments towards the purchase of additional Common Stock under the Plan without
electing automatic reinvestment of the cash dividends on any of the shares of
the Company owned by the shareholder.

THE AUTHORIZATION CARD

7. What does the Authorization Card provide?

The Authorization Card allows each shareholder to decide the extent to
which he wants to participate in the Plan. By checking the appropriate box on
the Authorization Card, a shareholder may choose among the following options:

If "Full Dividend Reinvestment" is elected, all the cash dividends on
all the Common Stock then or subsequently registered in a participant's
name, together with any optional cash payments, will be applied toward the
purchase of additional Common Stock.

If "Partial Dividend Reinvestment" is elected, all the cash dividends
on only the number of shares that are specified on the Authorization Card,
together with any optional cash payments, will be applied toward the
purchase of additional Common Stock.

Under either of these two preceding elections, any subsequent
dividends on Common Stock held in the participant's Plan account will be
automatically reinvested. Under the Plan, dividends will be reinvested on a
cumulative basis on the shares designated on the Authorization Card and on
all Common Stock held in the Plan account, until a participant changes or
revokes the instructions on the Authorization Card in writing, or until the
participant's participation in the Plan is terminated.

By electing either "Full Dividend Reinvestment" or "Partial Dividend
Reinvestment," a participant is automatically entitled to make optional
cash payments.

If "Optional Cash Payments Only" is elected, the Company will
distribute cash dividends on shares registered in the participant's name in
the manner requested by the participant, and any optional cash payments
received toward the purchase of additional Common Stock will be applied
toward purchase of additional shares of Common Stock pursuant to the Plan.
This option should only be elected if the participant does not elect either
"Full Dividend Reinvestment" or "Partial Dividend Reinvestment".

Cash dividends payable on all Common Stock in a participant's Plan account,
whether such shares of Common Stock were purchased with reinvested dividends or
optional cash payments, will be automatically reinvested in additional Common
Stock.

8. How may a participant change options under the Plan?

A participant may change investment options under the Plan at any time by
completing a new Authorization Card (obtainable upon request from R&T at the
address noted in Question 3) and returning it to R&T.

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JOINING THE PLAN

9. When may an eligible shareholder join the Plan?

An eligible shareholder of the Company may join the Plan at any time. If
the Authorization Card is received by R&T at the address specified in Question 3
on or before the record date for a dividend payment, reinvestment of dividends
on the number of shares participating under the Plan will begin with that
dividend payment date. If the Authorization Card is received after the record
date for a dividend payment, reinvestment of dividends will begin on the
dividend payment date following the next record date, if such shareholder is
still a holder of record. All optional cash payments will be invested, following
receipt of the Authorization Card and the optional cash payment, in the manner
described in Questions 12, 13, and 14.

Dividend record dates for Common Stock and the related payment dates are
generally on or about the following dates:

RECORD DATE PAYMENT DATE
February 18..............................March 1
May 18....................................June 1
August 18............................September 1
November 18...........................December 1

The Plan does not represent a change in the Company's dividend policy or a
guarantee of future dividends, which will continue to be determined by the Board
of Directors based upon the Company's earnings, financial condition and other
factors.

INVESTMENT DATE

10. What is the Investment Date?

With respect to dividends being reinvested under the Plan, "Investment
Date" means the date on which such dividends are paid. With respect to the
investment of optional cash payments under the Plan, "Investment Date" means the
dividend payment date in any month in which there is a dividend payment on the
Company's Common Stock or, if there is no dividend payment in the month, then
the first business day of such month; except, if such date falls on a Saturday,
Sunday, or legal holiday, then the Investment Date will be the preceding
business day.

PURCHASES OF COMMON STOCK UNDER THE PLAN

11. What is the source of Common Stock purchased under the Plan?

Common Stock purchased under the Plan with reinvested dividends or optional
cash payments (the latter including payroll deductions by employees who are
shareholders) may be purchased directly from the Company, on the open market or
otherwise from sources other than the Company. The Plan was recently amended to
provide that Common Stock purchased under the Plan may be purchased on the open
market regardless of the price at which shares of the Common Stock may be
trading. Prior to the amendment, open market purchases could be made only if the
market price per share of the Common Stock was less than tangible book value per
share. The recent Plan amendment will be effective for any dividends payable, or
optional cash payments received, after October 1, 1995. Participants will be
notified of changes in the manner in which Common Stock is purchased under the
Plan.

12. What will be the price of Common Stock purchased under the Plan?

The purchase price to the participant of Common Stock purchased on the open
market or otherwise from sources other than the Company will be the weighted
average of the prices paid for the Common Stock shares in all such purchases
made with respect to the applicable Investment Date.

The purchase price per share for Common Stock purchased from the Company
under the Plan will be the closing sales price per share of Common Stock on the
NASDAQ National Market System as reported in

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The Wall Street Journal for the Investment Date; or, if there shall be no such
quote on the Investment Date, then reference shall be made to the average of the
bid and asked prices for such stock on such date on the NASDAQ National Market
System. If there is no trading in the shares of Common Stock reported on the
NASDAQ National Market System for a significant time prior to such Investment
Date, the purchase price per share of Common Stock shall be determined by the
Company on the basis of such market quotations as are available.

13. When will purchases be made with reinvested dividends?

Purchases of Common Stock from sources other than the Company will be made
commencing as of the applicable Investment Date and continuing over the period
determined appropriate, under the circumstances, by R&T to acquire the Common
Stock, but in all events within 30 days of the applicable Investment Date.
Purchases of Common Stock from the Company will be made on the applicable
Investment Date. In no event will interest be paid on funds being held by R&T
pending investment of such funds.

14. When will purchases be made with optional cash payments?

An optional cash payment will be invested under the Plan on the first
Investment Date following receipt by R&T at the address specified in Question 3
of such payment if the Common Stock is purchased from the Company. If the Common
Stock is purchased from sources other than the Company, the optional cash
payment will be invested as soon as practicable beginning on the first
Investment Date following receipt by R&T at the address specified in Question 3
of such payment, but in no event later than 30 days after receipt of such
payment by R&T. No interest will be paid on optional cash payments pending their
investment.

15. How many shares of Common Stock will be purchased for a participant?

The number of Common Stock shares to be purchased depends on the amount of
a participant's reinvested dividend, the amount of any optional cash payments to
be invested on the Investment Date, and the purchase price of the Common Stock.
Each participant's Plan account will be credited with that number of shares of
Common Stock, including fractions computed to four decimal places, equal to the
participant's total amount to be invested divided by the purchase price per
common share.

OPTIONAL CASH PAYMENTS

16. How does the optional cash payment feature of the Plan work?

All eligible holders of record of shares of the Company (except for brokers
and nominees) who have submitted an Authorization Card are eligible to make
optional cash payments at any time. Optional cash payments received from a
participant will be used to purchase additional Common Stock. Cash dividends
payable on all Common Stock credited to a participant's Plan account, whether
such Common Stock shares were purchased with reinvested dividends or optional
cash payments, will be automatically reinvested in additional Common Stock.

17. How may optional cash payments be made?

An optional cash payment may be made by a participant when joining the Plan
by enclosing a check or money order payable to Registrar & Transfer Company with
an Authorization Card returned to R&T. Thereafter optional cash payments may be
made on a monthly basis through the use of appropriate forms attached to each
participant's statement of account. There is no obligation to make additional
cash payments, nor to make all such payments in the same amount.

Each optional cash payment must be at least $30 and all such payments
cannot, in any one calendar year, exceed a total of $25,000 for any participant.
THE COMPANY WILL NOT APPROVE OPTIONAL CASH PURCHASES IN EXCESS OF THE MAXIMUM
AMOUNT SET FORTH HEREIN.

A participant may withdraw any optional cash payment by written notice
received by R&T not less than two business days before the first Investment Date
following receipt of the optional cash payment.

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18. How do employees who are shareholders elect to participate through payroll
deductions?

Full-time employees who have completed six months' consecutive employment
with the Company or any subsidiary and who are shareholders of record can
participate through payroll deductions by completing an Employee Authorization
Form and returning it to the Senior Vice President of Human Resources. Employees
may authorize payroll deductions in a specified whole-dollar amount from each
regular paycheck as follows: employees paid biweekly may have a minimum of $20
and a maximum of $900 deducted per pay period. Once authorized, payroll
deductions will continue until changed or terminated by the employee.

In order to commence payroll deductions, the Employee Authorization Form
must be received by the Company two weeks before the first day of the month in
which the employee wishes to commence deductions. An employee for whom payroll
deductions have already been commenced may change the amount of his deductions
by submitting to the Senior Vice President of Human Resources a new Employee
Authorization Form, or other appropriate form which may be obtained from the
Company, two weeks before the first day of the month in which the employee
wishes to have the amount changed. All deductions made before the last day of
the last full payroll period ending ten(10) days prior to the end of the month
will be invested as of such Investment Date. All deductions made after the last
day of the last full payroll period ending ten(10) days prior to the end of the
month prior to an Investment Date will be held by the Company or R&T and
invested on the next succeeding Investment Date.

NO INTEREST WILL BE PAID BY THE COMPANY OR R&T ON PAYROLL DEDUCTIONS.

EXPENSES

19. What are the expenses to participants in the Plan?

All costs of administration of the Plan will be paid by the Company. There
are no brokerage fees or commissions charged to participants in connection with
the purchase of Common Stock shares under the Plan. Certain expenses (including
a termination fee) may also be incurred by the participant if the participant
receives a cash payment for a fraction of a common share credited to the
participant's Plan account upon the participant's withdrawal of all of the
Common Stock credited to the participant's Plan account or upon termination of
the participant's participation in the Plan (see Question 30).

FEDERAL TAX CONSEQUENCES

20. What are the Federal income tax consequences of participation in the Plan?

In general, a shareholder who participates in the Plan will have the same
Federal income tax consequences with respect to dividends payable on Common
Stock in a Plan account as if he or she were not a participant in the Plan. In
the case of a cash dividend, a participant will be treated for Federal income
tax purposes as having received on the dividend payment date a dividend equal to
the full amount of the dividend payable with respect to all the participant's
stock, including shares registered in his or her name and those credited to the
participant's Plan account, even if all such dividends are not received by the
participant in cash, but instead are applied to the purchase of Common Stock for
the participant's account. In the case of Common Stock purchased from sources
other than the Company, commissions and brokerage fees paid by the Company in
connection with such purchases will be taxable income to the participants in an
amount equal to each participant's pro rata share of such commissions and fees
and will be reported as ordinary dividend income for the calendar year by the
Company with respect to each participant's Plan account.

The tax basis of Common Stock purchased from the Company with cash
dividends or optional cash payments will be the amount of the cash dividends or
optional cash payments, as the case may be. In the case of Common Stock
purchased from sources other than the Company, the tax basis will be the
purchase price of the Common Stock plus a participant's pro rata share of
commissions or brokerage fees paid by the Company in making such purchases. The
holding period for Common Stock purchased with reinvested dividends or optional
cash payments will begin on the date following the date on which the Common
Stock shares are purchased for the participant and credited to such
participant's Plan account, regardless of the source of purchase.

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A participant will not realize any Federal taxable income when the
participant receives certificates for whole Common Stock shares credited to the
participant's Plan account, either upon the participant's withdrawal of some or
all of the Common Stock credited to the participant's Plan account or
termination of the participant's participation in the Plan. However, a
participant who receives, upon withdrawal of Common Stock from the Plan or
termination of the participant's participation in the Plan, a cash payment for a
fractional share of Common Stock credited to the participant's Plan account will
realize a gain or loss with respect to such fractional common share. A gain or
loss will also be realized by a participant when whole shares of Common Stock
are sold by the participant after withdrawal of such shares from the Plan
account or termination of the participant's participation in the Plan. The
amount of such gain or loss will be the difference between the amount which the
participant receives for full or fractional Common Stock and the tax basis
therefor. Any such gain or loss will be a capital gain or loss if the Common
Stock shares constitute capital assets in the hands of the participant.

Participants are advised to consult their own tax advisors to determine the
particular Federal, state and local income tax consequences that may result from
their participation in the Plan and the subsequent sale or other disposition of
Common Stock under the Plan. The income tax consequences of participants may
vary from jurisdiction to jurisdiction.

REPORTS TO PARTICIPANTS

21. What kind of reports will be sent to participants?

Each participant in the Plan will receive a statement of account as
promptly as practicable after each purchase of Common Stock for the
participant's Plan account. These statements are a record of the date and cost
of purchases made and should be retained for income tax purposes. In addition,
each participant will receive, from time to time, copies of reports, proxy
statements, and other communications sent to holders of the Common Stock
generally.

Each participant will receive annually Internal Revenue Service information
(on Form 1099) for reporting dividend income received.

DIVIDENDS ON FRACTIONS OF SHARES

22. Will participants be credited with dividends on fractions of shares?

Yes. Dividends with respect to fractional, as well as whole, shares will be
reinvested in additional Common Stock.

CERTIFICATES FOR SHARES

23. Will certificates be issued for Common Stock purchased?

Common Stock credited to a participant's account in the Plan will be held
in the name of R&T or its nominee. The number of shares credited to an account
under the Plan will be shown on the participant's statement of account. This
service protects against loss, theft, or destruction of certificates. However,
certificates for whole shares will be issued to participants upon the
participant's withdrawal of such shares from the Plan account or termination of
the participant's participation in the Plan, subject to payment of the $2.50
certificate fee or $25.00 termination fee, respectively.

Common Stock credited to the account of a participant under the Plan may
not be pledged or assigned, and any such purported pledge or assignment shall be
void. A participant who wishes to pledge or assign any such shares credited to
the participant's Plan account must first withdraw such shares from the Plan
account.

Certificates for fractions of shares will not be issued to participants
under any circumstances.

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24. In whose name will certificates be registered when issued to participants?

Each account under the Plan will be maintained in the name as shown on the
Authorization Card of each participant. Consequently, certificates for whole
Common Shares will be similarly registered when issued.

25. May a participant add shares to his or her account by transferring stock
certificates that the participant possesses?

Yes. For safekeeping, you may deposit certificates representing shares with
R&T, but it is not necessary to do so in order to reinvest dividends payable
with respect to shares of Common Stock represented by such certificates. Such
certificates must be presented in transferable form and must be accompanied by a
written request that the certificates be held for your account.

WITHDRAWAL OF COMMON STOCK IN PLAN ACCOUNT

26. How may Common Stock be withdrawn from the Plan account?

Certificates representing shares credited to a participant's Plan account
may be withdrawn by a participant by notifying R&T in writing (i) specifying the
number of shares to be withdrawn and (ii) paying a fee of $2.50 to Registrar and
Transfer Company for each certificate requested. Certificates for whole shares
of Common Stock so withdrawn will be issued to and registered in the name of the
participant. Cash in lieu of fractional shares will be paid to withdrawing
participants.

27. Will dividends on Common Stock withdrawn from the Plan account continue to
be reinvested?

If the participant has authorized "Full Dividend Reinvestment," cash
dividends with respect to shares withdrawn from a participant's Plan account
will continue to be reinvested. If, however, cash dividends with respect to only
part of the shares registered in a participant's name are being reinvested, R&T
will continue to reinvest dividends on only the number of shares specified by
the participant on the Authorization Card (together with any other shares
acquired pursuant to the Plan and not withdrawn) unless a new Authorization Card
specifying a different number of shares is delivered.

28. May a participant request that shares held in his or her account be sold
upon termination of participation?

No. Upon termination of participation in the Plan, and following a
participant's receipt from R&T of a share certificate for the number of whole
shares in the account, an individual shareholder must make his or her own
arrangements to sell such Common Stock shares.

29. How does an employee participating through payroll deductions withdraw from
the Plan?

In addition to the withdrawal request sent to R&T, a participating employee
who has elected payroll deductions must notify the Company in writing to
discontinue the payroll deductions sufficiently in advance of the employee's
next paycheck to allow processing. If the notice is so received by the Company,
no further payroll deductions will be made and the accumulated amount withheld
will be paid to the employee in cash.

TERMINATION

30. How does a participant terminate participation under the Plan?

In order to terminate participation under the Plan, a participant must
notify R&T in writing that the participant wishes to terminate. Notice of
termination must be accompanied by a termination fee of $25.00 (payable to
Registrar and Transfer Company). Such notices should be addressed to R&T at the
address set forth in Question 3 and will be effective only when received by R&T.
When a participant voluntarily terminates his or her participation in the Plan
or if and when the participant's participation in the Plan or the Plan is
terminated by the Company, a certificate for whole Common Stock shares credited
to the participant's Plan account under the Plan will be issued and a cash
payment will be made for any fraction of a Common Stock share.

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13

31. When may a participant withdraw Common Stock from his or her Plan account or
be terminated from the Plan?

A participant may withdraw Common Stock credited to the participant's Plan
account or terminate his or her participation under the Plan at any time. If the
request to withdraw or terminate is received by R&T prior to a dividend record
date, the withdrawal or termination will be processed as soon as practical after
receipt of the request. If the request to withdraw or terminate is received by
R&T on or after the record date for a dividend payment, the withdrawal or
termination may not be processed until shares purchased with the dividends paid
for such record date have been credited to the participant's account. Any
optional cash payment which was received prior to the request for withdrawal or
termination will be reinvested unless return of the amount is requested at the
time of the request for withdrawal or termination and such request is received
at least two business days before the next Investment Date. All subsequent
dividends will be paid to the participant in cash unless the participant
re-enrolls in the Plan. The Company reserves the right, in its sole discretion,
to terminate the Plan or any participant's account at any time.

32. May an employee terminate his participation through payroll deductions and
still remain in the Plan?

Yes. An employee who terminates his payroll deductions may leave his shares
in the Plan. The participant may also continue to make optional cash payments
directly to R&T.

33. May a participant re-enroll in the Plan after having previously withdrawn
from the Plan?

Generally, a shareholder or eligible employee may elect to re-enroll in the
Plan at any time, simply by following the same procedures described in the
answer to Question 5. However, the Company reserves the right to reject any
Authorization Card from a previous participant on grounds of excessive
enrollment and termination of participation in the Plan. Such reservation is
intended to minimize unnecessary administrative expense and to encourage use of
the Plan as a long-term shareholder investment service.

OTHER INFORMATION

34. What happens when a participant sells or transfers the shares of the Company
registered in such participant's name?

If a participant sells or transfers all shares of the Company registered in
the participant's name, the Company will continue to reinvest the cash dividends
on Common Stock credited to the participant's Plan account, subject to the
participant's right to withdraw Common Stock from the Plan account or terminate
participation under the Plan at any time.

35. What happens if the Company issues a dividend payable in Common Stock or
declares a stock split?

Any dividend payable in Common Stock or split shares distributed by the
Company on Common Stock credited to a participant's Plan account will be added
to such account. Any dividend payable in Common Stock or split shares
distributed by the Company on Common Stock not in the participant's Plan account
will be transmitted directly to the Participant in the same manner as to
shareholders who are not participating in the Plan.

36. How will Common Stock credited to a participant's Plan account be voted at
Shareholders' Meetings?

For each meeting of shareholders, a participant will receive proxy material
that will enable the participant to vote both whole shares registered in the
participant's name directly and whole Common Stock shares credited to the
participant's Plan account. If a participant elects, such participant may vote
Common Stock, including all whole common shares credited to the participant's
Plan account, in person at the shareholders' meeting. Fractional shares held in
Plan accounts cannot be voted.

If no instructions are indicated on a properly signed and returned proxy
card, all of the participant's common shares - those registered in the
participant's name and those credited to the participant's Plan account - will
be voted in accordance with the recommendations of the Company's management.

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37. What are the responsibilities of the Company and R&T under the Plan?

Neither the Company nor R&T shall have any responsibility beyond the
exercise of ordinary care for any action taken or omitted under the Plan nor
shall they have any duties, responsibilities, or liabilities except as expressly
set forth in the Plan. The Company and R&T will not be liable under the Plan for
any act done in good faith or for any good faith omission to act including,
without limitation, any claim of liability arising (i) out of failure to
terminate a participant's Plan account upon the participant's death or
incompetence prior to receipt of written notice of such participant's death or
incompetence, (ii) with respect to the prices at which shares are purchased for
a participant's account, (iii) with respect to the times when such purchases or
sales are made, or (iv) with respect to any fluctuation in market value of the
Company's Common Stock.

The participant should recognize that the Company and R&T cannot assure the
participant a profit or protect the participant against a loss on the Common
Stock shares purchased under the Plan.

38. May the Plan be changed or discontinued?

The Company may amend, suspend, modify, or terminate the Plan at any time,
including the period between a dividend record date and a dividend payment date.
Notice of any such amendment, suspension, modification, or termination will be
sent to all participants. Any such amendment shall conclusively be deemed to be
accepted by the participant unless prior to the effective date of any such
amendment as set forth in the notice, R&T receives written notice of the
termination of the participant's account. Upon a termination of the Plan, any
uninvested optional cash payments will be returned, certificates for whole
common shares credited to a participant's account under the Plan will be issued,
and a cash payment will be made for any fraction of a Common Stock share
credited to a participant's account.

39. Where will notices to a participant be sent?

All notices to a participant will be addressed to the participant at the
last address of record with R&T. A participant should notify R&T in writing of
any changes of address at the address set forth in Question 3.

40. What is sufficient notice to a participant?

Any notice or certificate required to be given by R&T to a participant
pursuant to the Plan shall be in writing and shall be deemed to have been
sufficiently given for all purposes once deposited, postage prepaid, in a post
office letter box addressed to the participant at the participant's address as
it shall last appear on R&T records.

41. What law governs the Plan?

The terms and conditions of the Plan and the operation thereof shall be
governed by and construed in accordance with the laws of the State of Ohio and
the rules and regulations of the SEC, as they may be amended from time to time.

42. Who interprets the Plan?

The Company reserves the right to interpret the Plan as may be necessary or
desirable in connection with the operation of the Plan.

INDEMNIFICATION

The Company's Articles authorize indemnification of officers and directors
under certain circumstances, including liabilities arising under the Securities
Act of 1933. Under the terms of the Company's directors' and officers' liability
insurance policy, directors and officers of the Company are insured against
certain liabilities, including liabilities arising under the Securities Act of
1933.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and persons controlling the
Company pursuant to the foregoing provisions, the Company

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has been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.

LEGAL OPINION

The validity of the Common Stock offered hereby has been passed upon for
the Company by Francis X. Grady, 1468 West 9th Street, Suite 620, Cleveland,
Ohio 44113-1220.

EXPERTS

The consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-K incorporated by reference in this
Prospectus have been audited by Ernst & Young LLP independent auditors, as set
forth and to the extent indicated in their report thereon included therein and
incorporated herein by reference, and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.

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

PROSPECTUS

TABLE OF CONTENTS

PAGE
----

Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company And The Bank.............. 3
Use of Proceeds....................... 3
Dividend Reinvestment and Stock
Purchase Plan....................... 3
Purpose.......................... 3
Advantages....................... 4
Administration................... 4
Participation.................... 4
The Authorization Card........... 5
Joining the Plan................. 6
Investment Date.................. 6
Purchases of Common Stock Under
the Plan....................... 6
Optional Cash Payments........... 7
Expenses......................... 8
Federal Tax Consequences......... 8
Reports to Participants.......... 9
Dividends on Fractions of
Shares......................... 9
Certificates for Shares.......... 9
Withdrawal of Common Stock in
Plan Account................... 10
Termination...................... 10
Other Information................ 11
Indemnification....................... 12
Legal Opinion......................... 13
Experts............................... 13

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

- ------------------------------------------------------
- ------------------------------------------------------
COBANCORP INC.

DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN

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

PROSPECTUS
--------------------
ADDRESS:

124 Middle Avenue
Elyria, Ohio 44035

Dated: October 2, 1995

- ------------------------------------------------------
- ------------------------------------------------------
17

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 16. EXHIBITS

4.1 Dividend Reinvestment and Stock Purchase Plan (contained as part of the
Prospectus included herein)

23.2 Consent of Experts

99.1 Letter to Shareholders

II-1
18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Elyria, State of Ohio, on
August 21, 1995.

COBANCORP INC.
(Registrant)

John S. Kreighbaum
By:

John S. Kreighbaum
President & Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement No. 33-53739 has been
signed by the following persons in the capacities and on the dates indicated.

/s/ JOHN S. KREIGHBAUM Date: August 21, 1995
- -------------------------------------------------
John S. Kreighbaum
President & Chief Executive Officer and Director
/s/ ROBERT T. BOWMAN Date: August 21, 1995
- -------------------------------------------------
Robert T. Bowman
Chairman of the Board
/s/ TIMOTHY W. ESSON Date: August 21, 1995
- -------------------------------------------------
Timothy W. Esson
Treasurer (Principal Financial Officer and
Principal Accounting Officer)
/s/ GARIS F. DISTLEHORST Date: August 21, 1995
- -------------------------------------------------
Garis F. Distelhorst
Director
/s/ RICHARD J. STEWART Date: August 21, 1995
- -------------------------------------------------
Richard J. Stewart
Director
/s/ RICHARD A. VAN AUKEN Date: August 21, 1995
- -------------------------------------------------
Richard A. Van Auken
Director
/s/ THOMAS E. HAYWOOD Date: August 21, 1995
- -------------------------------------------------
Thomas E. Haywood
Director
/s/ LARRY D. JONES Date: August 21, 1995
- -------------------------------------------------
Larry D. Jones
Director

II-2
19

- ------------------------------------------------- Date: , 1995
Maureen M. Cromling
Director
Date: , 1995
- -------------------------------------------------
Anthony E. Szambecki
Director
/s/ Theodore S. Altfeld Date: August 21, 1995
- -------------------------------------------------
Theodore S. Altfeld
Director
/s/ Robert S. Cook Date: August 21, 1995
- -------------------------------------------------
Robert S. Cook
Director
/s/ MICHAEL B. DUFFIN Date: August 21, 1995
- -------------------------------------------------
Michael B. Duffin
Director

II-3
20

EXHIBIT INDEX

The following Exhibits are filed in connection with the Registration
Statement of CoBancorp Inc. on Form S-3, pursuant to the requirements of Item
601 of Regulation S-K:

EXHIBIT NO. EXHIBIT PAGE NO.
- ------------- ---------------------------------------------------- -------------------------

4.1 Dividend Reinvestment and Stock Purchase Plan (Contained as part of the
Prospectus included
herein)
23.2 Consent of Experts
99.1 Letter to Shareholders