SecProbe.io

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 June 29, 2009

 By U.S. Mail and Facsimile to: (330) 533-0451

Carl D. Culp Executive Vice President and Chief Financial Officer Farmers National Banc Corp. 20 South Broad Street Canfield, OH  44406

Re: Farmers National Banc Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2008  Form 10-Q for the Quarterly Period Ended March 31, 2009  File No. 000-12055

Dear Mr. Culp:

We have reviewed the above referenced filing and related materials and have the
following comments.  Where indicated, we th ink your documents shoul d be revised.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In your response, please indicate your  intent to include the requested revision in future
filings and provide a draft of your proposed disclosure.  In some of our comments, we
may ask you to provide us with information so we may better understand your disclosure.
After reviewing this information, we may have additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Carl D. Culp
Farmers National Banc Corp.
June 29, 2009 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2008

 Item 9A.  Controls a nd Procedures, page 10

1. Please tell us if there were any changes in your internal c ontrol over financial
reporting identified in connection with th e evaluation required by paragraph (d) of
Rule 13a-15 or Rule 15d-15 under the Ex change Act that occurred during your
fourth fiscal quarter of 2008 or your first fiscal quarter of 2009 that has materially
affected, or is reasonably likely to materi ally affect, your internal control over
financial reporting.  See It em 308(c) of Regulation S-K.   Please indicate in your
response letter that you will revise your disc losure to include the appropriate Item
308(c) disclosure in future filings and include a draft of your proposed language.

Item 11. Executive Compensation
 Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis and Re port of Compensation Committee, page 7

2. Please tell us why you have not disclose d the performance targets utilized in
determining the performance-based cas h incentive awards for your named
executive officers for the 2008 fiscal year .  For example, you have not disclosed
the four specific “benchmarks” that ar e described on page 9.  To the extent you
believe that disclosure of the historic al performance targets is not required
because it would result in competitive ha rm such that the targets could be
excluded under Instruction 4 to Item 402( b) of Regulation S-K, please provide a
detailed supplemental analysis supporting your conclusion.  In particular, your competitive harm analysis should clearly ex plain the nexus between disclosure of
the performance objectives and the competitiv e harm that is likely to result from
disclosure.  Refer to Item 402(b)(2)(v)  of Regulation S-K and Regulation S-K
Compliance and Disclosure Interpretation 118.04.
 3. We note your disclosure on page 10 that the Compensation Committee does not
engage in any benchmarking of compensation.  However, we also note that two of
the four targets utilized  in setting performance-ba sed cash incentive awards
(annualized yield on average earning assets and cost of interest bearing deposits
and other borrowings) are compared to  a peer group.  Please identify the
component companies that make up the peer group and the basis for selecting the peer group.  Refer to Item 402(b)(2)(xiv)  of Regulation S-K and Regulation S-K
Compliance and Disclosure Interpretation 118.05.

Carl D. Culp
Farmers National Banc Corp.
June 29, 2009 Page 3  Employment Contracts with Executives, page 13

 4. Revise your disclosure to accurately desc ribe the employment agreements with
your executive officers.  In this rega rd, we note that Mr. Paden’s employment
agreement provides for severance payments  if his employment is terminated by
him “for good cause” or by the bank “without good reason.”  However, the
disclosure in your proxy st atement implies that th e only circumstance under
which he would receive severance payments is following a change of control if he
is not offered a substantially similar position.
 Potential Payments upon Termination or Change in Control

 5. In future filings, revise this table to in clude all termination scenarios that would
trigger payments or other benefits, not just payments upon a change of control.  See Item 402(j) of Regulation S-K.
 Item 13. Certain Relationships and Related Transactions, and Di rector Independence

 Definitive Proxy Statement on Schedule 14A

 Indebtedness of Management, page 15

 6. Please confirm, and revise future filings to  disclose, if accurate, that the loans to
executive officers, directors and their asso ciates were made on substantially the
same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender
.  Refer to Instruction
4(c) to Item 404(a) of Regulation S-K.

Item 15.  Exhibits and Financia l Statement Schedules, page 43

7. Starting with your next report,  include all of your material  contracts in the exhibit
index.  Also ensure that you have filed each  material contract as an exhibit.  For
example, we note that your 2008 Execu tive Incentive Compensation Plan and
your stock option plan are not included as exhibits.  Refer to Item 601(b)(10) of
Regulation S-K.  Additionally, it appear s that adoption of your 2008 Executive
Incentive Compensation Plan was never reported on Form 8-K.  Please tell us why you concluded that it was not necessary to  report that event.  Also, advise us
if you have adopted an executive incentive compensation plan for 2009.

Signatures

8. See General Instruction D to Form 10-K a nd revise future filings to comply with
its requirement that the Form 10-K be signed by Farmers National Banc Corp.,
and on behalf of Farmers National Banc Corp. by your principal executive officer,

Carl D. Culp
Farmers National Banc Corp.
June 29, 2009 Page 4
your principal financial officer, and your  controller or principal accounting
officer.

Exhibit 13

Summary of Loan Loss Experience, page 14

9. Please revise your future filings to provi de the disclosures with respect to your
nonaccrual, past due and restructured loan s required by Item III (B) of Industry
Guide 3.  Provide us with your proposed  disclosures for the five year period
ended December 31, 2008.  Additionally, gi ven the significant increase in your
nonperforming loans and the current cred it environment, please consider
providing this information separately for each loan category in addition to providing such disclosures in your inte rim periods beginning with your Form 10-
Q for the period ended June 30, 2009.
 Exhibits 31.a and 31.b

 10. We note that your certifications included  as Exhibits 31.a and 31.b to your Form
10-K and Form 10-Q contain modifications of the exact form of certification as set forth in Item 601(b)(31) of Regulation S-K.  In particular, the identification of
the certifying individuals at  the beginning of the certificat ions also includes their
titles.  In future filings, please ensure that  the certifications are in the exact form
as set forth in Item 601(b)(31) of Regulat ion S-K, except as otherwise indicated in
Commission statements or staff interpretations.
 Form 10-Q, filed May 11, 2009

Allowance for Loan Losses, page 15

11. We note your disclosures that for impair ed loans your allowance allocation is
generally based on management’s estimate of the fair value of the collateral securing these loans.  Due to the fact that your impaired loans have increased to $6.9 million as of March 31, 2009 from $2.6 million as of December 31, 2008 please confirm whether you use external appr aisals to determine the fair value of
the underlying collateral for impaired loans which are collateral dependent.  If so,
please tell us and revise future filings to address the following:

• How and when you obtain external a ppraisals and how this impacts your
amount and timing of your quarterly and annual periodic loan provision(s) and
charge-offs;
• The typical timing surrounding the recogni tion of a collateral dependent loan
as non-performing and impaired, when you order and receive an appraisal, and the subsequent recogniti on of any provision or relate d charge-off.  In this

Carl D. Culp
Farmers National Banc Corp.
June 29, 2009 Page 5
regard, tell us if there have been any significant time lapses during this
process; and

• Whether you have charged-off an amount different from what was determined
to be the fair value of the collateral as  presented in the appraisal for any period
presented.  If so, please tell us the am ount of the difference and corresponding
reasons for the difference, as applicable.

Closing Comments

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Your respons e letter should key your responses to our
comments, indicate your intent to include the requested revision in future filings, provide
a draft of your proposed disclo sure and provide any requested  information.  We may have
additional comments after reviewing your response.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Carl D. Culp
Farmers National Banc Corp. June 29, 2009 Page 6
You may contact John Spitz, Staff Accountant, at (202) 551-3484, or Amit Pande,
Accounting Branch Chief, at (202) 551-3423 if you have questions regarding any matters relating to the financial statements and related matters.  Please contact Michael Seaman at (202) 551-3366 or me at (202) 551- 3419 with any other questions.

Sincerely,

Christian Windsor Special Counsel