SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE

November 5, 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. Amendment No. 1 to Registration Statement on Form S -1
Filed October 12 , 2010
File No.  333-167177
 Dear Mr . Paden :

We have limited our review of your amended registration 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 better understand your disclosure.
 Please respond to this letter by amending your registration statement and
providing the re quested 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
informat ion you provide in response to these comments, we may have additional
comments.

Amendment No. 1 to Re gistration Statement on Form S -1
 Cover Page of Prospectus
1. We note your response to our prior comment 1.  Please confirm that you do not
intend to use the prospectus prior to the effective date of the registration statement.  In the alternative, please confirm that you will disclose the number of shares of common stock being offered in an amendment filed prior to use of the prospectus.  Refer to Rule 430 of the Securities Act.

Frank L. Paden
Farmers National Banc Corp.
November 5, 2010
Page 2

2. You state that you propose to sell shares to standby investors “following the completion of this offering.”  Please tell us if you plan to completely this standby offering pursuant to an exemption from registration.  If so, please ex plain why
you believe such an exemption is available.

Prospectus Summary, page 1
3. Please include a recent developments section that discusses your third quarter
2010 results.  In your discussion, please address asset quality, including non-performing loan s and allowance for loan losses, as compared to prior periods.
Please also discuss the number of loans whose terms have been extended but are not characterized as non -performing loans or troubled debt restructurings.

Our Capital Requirements, page 5
4. Please update your disclosure to include your September 30, 2010 capital ratios.
Please also discuss what actions you have taken to date to comply with your
agreement with OCC regarding minimum capital requirements.

 Standby Purchase Agreements, page 42
5. You state that the obligations of the standby investors are subject to certain
conditions.  Please disclose all such conditions.

Use of Proceeds, page 43
6. We note your response to our prior comment 4.  Please quantify the approximate
amount of proceeds inte nded to be used for each purpose.

 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 applicabl e Securities Act rules require. Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
 Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending registration statement please provide a written statement from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any

Frank L. Paden
Farmers National Banc Corp.
November 5, 2010
Page 3

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 fr om its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for acceleration. We will
consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration state ment. Please allow adequate time for us to review any amendment
prior to the requested effective date of the registration statement.

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

     Sincerely,
        Michael R. Clampitt
Senior Attorney Advisor

cc: J. Bret Treier, Esq.
John M. Saganich, Esq.       Vorys, Sater, Seymour and Pease LLP
(By facsimile)