SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE

November 19, 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. 2  to Registration Statement on Form S -1
Filed November 15, 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 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
inform ation you provide in response to these comments, we may have additional
comments.

Amendment No. 2 to Re gistration Statement on Form S -1
 Cover Page of Prospectus
1. We note your response to our prior comment 1 and are unable to agree with your
analysis.  Pl ease confirm that you will disclose the number of shares of common
stock being offered in an amendment filed prior to use of the prospectus.

Frank L. Paden
Farmers National Banc Corp.
November 19, 2010
Page 2

 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 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 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 comments and the decl aration 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 req uest 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 statement. 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.

Frank L. Paden
Farmers National Banc Corp.
November 19, 2010
Page 3

John M. Saganich, Esq.
Vorys, Sater, Seymour and Pease LLP
(By facsim ile)