8-K

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

FORM 8-K

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

Date of Report (Date of earliest event reported): April 18, 2011

First Citizens Banc Corp
(Exact name of registrant as specified in its charter)

Ohio	0-25980	34-1558688
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 East Water Street, P.O. Box 5016, Sandusky, Ohio	44870
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (419) 625-4121

N/A

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

First Citizens Banc Corp is sending a letter to its shareholders regarding its preliminary estimate of its first quarter earnings of $0.10 per common share. The letter also discusses a number of issues that have had an impact on, and are expected to continue to impact, the Corporation. A copy of the letter is attached hereto as Exhibit 99.

Item 9.01 Financial Statements and Exhibits

(a) Exhibit 99 Letter to Shareholders dated April 2011

SIGNATURE

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 thereunto duly authorized.

	First Citizens Banc Corp
	(Registrant)
Date: April 18, 2011
	James O. Miller,
	President & CEO

EX-99

Exhibit 99

April 18, 2011

Dear Shareholder

Our preliminary estimate of the company’s earnings for the first quarter 2011 is $753,000 or $.10 per share. This compares to $36,000 for the first quarter of 2010. It is also an improvement over the net income of $348,000 during the fourth quarter 2010.

The provision for the loan loss reserve was $3,000,000 for the first quarter 2011. This compares to $3,740,000 for the first quarter 2010. We are hopeful that this positive trend continues. While unemployment remains historically high, it has improved from a year ago. We continue to see a number of manufacturing and farm customers enjoy very nice improvements in their businesses this year. We expect, however, that businesses related to construction, development, and housing will remain sluggish in our markets.

We continue to be pleased with the core earnings of the company, due primarily to our net interest margin. Comparisons received for December 31, 2010 indicate that our margin was 4.07%, while the average margin of our peers was 3.70%. In 2011, our margin may come under pressure as businesses and consumers continue to save money and pay down debt. Although more cash savings and less debt are good for individual businesses and consumers, the reduced loan demand makes it more difficult for financial institutions to find opportunities to put these dollars to work. This causes greater competition between institutions for good lending opportunities.

Recognizing signs of economic improvement in Ohio and attempting to find additional loan opportunities, we have added experienced commercial lending and development staff. Throughout 2011, we will continue to emphasize and focus resources on developing new business in our markets.

Increased regulatory capital requirements, the cost of new consumer regulations, rising oil costs, and possible interest rate increases and accompanying inflation will all be challenges that we must navigate during the next several quarters. Still, relative to the challenges faced by community banks over the last three years, we are optimistic.

After hearing reported profits, I am sure that you wonder about the possibility of dividends. We are pleased with the progress that we have made, as demonstrated by our back-to-back profitable quarters. However, management and the board feel that the prudent course is to look for continuing and consistent improvement in quarterly earnings before giving consideration to resuming dividends. Please remember that those considerations will need to balance the use of our earnings among capital, dividends and growth.

Very truly yours,

James O. Miller
President & C.E.O.

Cautionary Statement Regarding Forward-Looking Information
Comments made in this letter include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to numerous assumptions, risks and uncertainties. Although management believes that the expectations reflected in the forward-looking statements are reasonable, actual results or future events could differ, possibly materially, from those anticipated in these forward-looking statements. The forward-looking statements speak only as of the date of this letter, and First Citizens Banc Corp assumes no duty to update any forward-looking statements to reflect events or circumstances after the date of this letter, except to the extent required by law.