SecProbe.io

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

   August 20, 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 June 30, 2009  File No. 000-12055

Dear Mr. Culp:

We have reviewed the above referenced filing and related materials and your
response letter July 13, 2009 and have the following comment.  Where indicated, we think your documents should be revised.  If you disagree, we will consider your explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explanation.   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.
August 20, 2009 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2008

 Item 11.  Executive Compensation

 Definitive Proxy Statement on Schedule 14A

 Potential Payments Upon Termination or Change in Control, page 14

 1. We note your response to prior comment 5 that you will disclose all termination
scenarios in the table in future filings.  Please provide us with a draft of your
proposed disclosure based upon a December 31, 2008 termination or change in control date.
 Form 10-Q for the Quarterly Period Ended June 30, 2009

 Part I – Item 4.  Controls and Procedures

 2. Please file an amended Form 10-Q that in cludes the disclosure required by this
item.
 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

Carl D. Culp
Farmers National Banc Corp. August 20, 2009 Page 3

• 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 securities 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.

Please contact Michael Seaman at (202)  551-3366 or me at (202) 551-3419 with
any questions.
Sincerely,

Christian Windsor Special Counsel