SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE

June 16, 2010

By U.S. Mail and Facsimile to: (330) 208-1066

Frank L. Paden  President and Secretary  Farmers National Banc Corp.  20 South Broad Street  Canfield, Ohio 44406
Re: Farmers National Banc Corp.
Registration Statement on Form S-1 Filed May 28, 2010 File No. 333-167177
 Dear Mr. Paden:

We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us
with information so we may be tter understand your disclosure.
 Please respond to this letter by am ending your registration statement and
providing the requested information. If you do not believe our comments apply to your
facts and circumstances or do not believe an amendment is appropriate, please tell us why
in your response.
 After reviewing any amendment to your registration statement and the
information you provide in response to th ese comments, we may have additional
comments.

Registration Statement on Form S-1

 Cover Page of Prospectus

 1. Please revise to state the number of shar es of common stock being offered.  Refer
to Item 501(b)(2) of Regulation S-K.
 2. We note the disclosure on page 5 rega rding the recently agreed to minimum
capital requirements for Farmers Bank.  Please tell us, with a view towards

Frank L. Paden
Farmers National Banc Corp.
June 16, 2010 Page 2

revised cover page disclosure, if a primary purpose of this offering is to satisfy the
agreement with your regulator  regarding minimum capital.

Prospectus Summary, page 1

 Our Capital Requirements, page 4

 3. You disclose that effective February  2, 2010, the OCC proposed, and your board
accepted, certain individual minimum cap ital requirements for Farmers Bank.
Please revise to disclose the targeted compliance date for these capital requirements.  Also, to the extent you have  received any other formal or informal,
written or unwritten guidance from your banking regulators which is likely to
have a material impact on your results of operations, liquidity, capital, or financial
position, please confirm, if true, that you have clearly disclosed the material effects of such guidance.  If not, plea se revise your filing to provide such
disclosure.  We also note the disclosure  on page 12 that the OCC has “imposed”
minimum capital requirements on Farmers Ba nk.  Please reconcile that disclosure
with the disclosure on page 5 that the OCC “proposed” and your board “accepted”
those requirements.
 Use of Proceeds, page 17

4. Item 504 of Regulation S-K requires you to state the principal purposes for which
the net proceeds to the company from the securities to be offered are intended to
be used and the approximate amount intended to be used for each such purpose.
You state on page 5 that you anticipate us ing the proceeds of this offering to
satisfy certain individual minimum cap ital requirements for Farmers Bank.
Please revise this section to disclose  the approximate amount of the proceeds
intended to be used for each purpose,  including how much you intend to
contribute to Farmers Bank to impr ove its regulator y capital position.
 Closing Comments

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 the information the Securities
Act of 1933 and all applicable  Securities Act rule s require. 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.
 Notwithstanding our comments, in the ev ent you request acceleration of the
effective date of the pending registration st atement please provide a written statement
from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority,

Frank L. Paden
Farmers National Banc Corp. June 16, 2010 Page 3

declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

Please refer to Rules 460 and 461 regard ing requests for acc eleration. We will
consider a written request for acceleration of the effective date of the registration statement as confirmation of th e fact that those requesting acc eleration are aware of their
respective responsibilities unde r the Securities Act of 1933 a nd the Securities Exchange
Act of 1934 as they relate to the proposed public  offering of the securi ties specified in the
above registration statement. Please allow adeq uate time for us to review any amendment
prior to the requested effective da te of the registration statement.

Please contact Justin Dobbie at (202) 551-3469 or me at (202) 551-3434 with any
questions.

     S i n c e r e l y ,          Michael R. Clampitt
Senior Attorney Advisor
cc: J. Bret Treier, Esq.
John M. Saganich, Esq.       Vorys, Sater, Seymour and Pease LLP
(By facsimile)