June 21, 2012

Mr. Michael Clampitt

Senior Counsel

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: First Citizens Banc Corp

Registration Statement on Form S-1 (SEC File No. 333-181579)

Dear Mr. Clampitt:

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of First Citizens Banc Corp that the effective date of the Registration Statement be accelerated so that it will be declared effective at 9:00 a.m., Eastern Time, on June 25, 2012.

Pursuant to Rule 460 under the Act, please be advised the undersigned intends to effect the following approximate distribution of copies of the Preliminary Prospectus to be dated June 25, 2012 (the “Preliminary Prospectus”):

	No. of Copies
Institutions		850
Others		100
Total		950

[SIGNATURE PAGE FOLLOWS]

Very truly yours,

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
SANDLER O’NEILL & PARTNERS, L.P.
By:	MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:	/s/ William D. Hobbs
	Authorized Signatory
By:	SANDLER O’NEILL & PARTNERS, L.P.
By:	Sandler O’Neill & Partners Corp.,
	the sole general partner
By:	/s/ Christopher S. Hooper
	Name: Christopher S. Hooper
	Title: An officer of the Corporation

For themselves and as Representatives of the other Underwriters named in Schedule A to the Underwriting Agreement