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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



                         Date of Report: March 24, 1999
                        (Date of earliest event reported)


                                  FC BANC CORP.
                    ----------------------------------------
                    (Exact name as specified in its charter)



              Ohio                  0-25616               34-17178070
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 (State or other jurisdiction     (Commission          (I.R.S. Employer
   of incorporation)              File Number)        Identification No.)


     105 Washington Square, Box 567, Bucyrus, Ohio         44820-0567
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     (Address of principal executive offices)              (Zip Code)


     Registrant's telephone number, including area code: (419) 562-7040

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


                                 Not Applicable
- --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)


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ITEM 5.  OTHER EVENTS.


     On March 24, 1999 the Registrant announced that it is commencing a stock
repurchase program to acquire up to 31,111 shares of the Company's outstanding
common stock. The Company currently has approximately 634,929 shares
outstanding. For additional information, reference is made to the Registrant's
press release dated March 24, 1999 which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.



ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
         AND EXHIBITS


     Exhibit 99.1 -- Press Release dated March 24, 1999









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                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        FC BANC CORP.



                                        By: /s/  G.W. Holden
                                        ---------------------------------  
                                        G.W. Holden, President
                                        Chief Executive Officer and Director


Date:  March 24, 1999