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)
May 6, 2005

First Citizens Banc Corp

(Exact name of Registrant as specified in its charter)

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

100 East Water Street, P.O. Box 5016, Sandusky, Ohio 44870
(Address of principle executive offices)

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 (see General Instruction A.2. below):

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 6, 2005, First Citizens Banc Corp, (the “Corporation”) received notice from The Nasdaq Stock Market, Inc. that the Corporation’s securities are subject to potential delisting as of May 17, 2005 due to the Corporation’s failure to include management’s assessment of its internal controls over financial reporting and the related attestation report of its independent auditor in its Annual Report on Form 10-K for the year ended December 31, 2004. Because of this failure, the Corporation is not in compliance with Nasdaq Marketplace Rule 4310(c)(14). As a result, Nasdaq changed the Company’s trading symbol from “FCZA” to “FCZAE” beginning on Tuesday, May 10, 2005.

Receipt of the notice does not result in immediate delisting of the Corporation’s common stock. The Corporation intends to make a timely request for a hearing with The Nasdaq Listing Qualifications Panel to appeal the Nasdaq staff’s determination. This request will stay the delisting pending the hearing and a determination by the Nasdaq Listing Qualifications Panel. The Corporation is working diligently to file an amendment to its Annual Report on Form 10-K dated March 16, 2005 containing management’s assessment of its internal controls over financial reporting and the related attestation report of its independent auditor. There can be no assurance the Nasdaq Listing Qualifications Panel will grant the Company’s request for continued listing.

Item 9.01 Financial Statements and Exhibits

(c)	Exhibits
99.1	Press release of First Citizens Banc Corp dated May 12, 2005.

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: May 12, 2005	/s/ James O. Miller
	James O. Miller,
	Executive Vice President

EX-99.1

Exhibit 99.1

(Sandusky, OH — May 12, 2005) – First Citizens Banc Corp (NASDAQ: FCZA) today announced that on May 6, 2005 it received a Nasdaq Staff Notification stating the Corporation is not in compliance with Nasdaq’s Marketplace Rule 4310(c)(14) because the Corporation failed to include management’s assessment of its internal controls over financial reporting and the related attestation report of its independent auditor in its Annual Report on Form 10-K for the year ended December 31, 2004.

The Nasdaq Staff Notification indicated that the Corporation’s common stock would be delisted at the opening of business on May 17, 2005 unless the Corporation requests a hearing before a Nasdaq Listing Qualification Panel. The Corporation intends to request a hearing, and its common stock will remain listed pending the Panel's decision. There can be no assurance the Panel will grant the Corporation’s request for continued listing.

As a result of the Corporation’s non compliance with Marketplace Rule 4310(c)(14), as of the opening of business on May 10, 2005, common shares of First Citizens Banc Corp began to trade under the ticker symbol “FCZAE.”

As of December 31, 2004, the Corporation did not complete all of the documentation and testing required by section 404 of the Sarbanes-Oxley Act of 2002 as it pertains to one of its banking affiliates, First Citizens Bank. This affiliate was formed on October 8, 2004 as the result of a merger between an existing affiliate, The Farmers State Bank, and an acquired company, First National Bank of Shelby. The Corporation is working diligently to file an amendment to its Annual Report on Form 10-K dated March 16, 2005 containing management’s assessment of its internal controls over financial reporting and the related attestation report of its independent auditor, with an estimated completion date in July, 2005.