SecProbe.io

April 13, 2015

Via E -mail
Kevin J. Helmick
President and CEO
Farmers National Banc Corp.
20 South Broad Street
Canfield, OH 44406

Re: Farmers National Banc Corp.
  Registration Statement on Form S-4
Filed  March 17, 2015
  File No.  333-202822
  Form 10 -K for Fiscal Year Ended December 31, 2014
  File No. 001 -35296

Dear Mr. Helmick :

We have limited our review of your above referenced filings  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 th e
requested information  including, if applicable, a draft of your proposed disclosure s to be made in
future filings .  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 these  comments, we may have  additional comments.

Registration Statement on Form S -4 filed March 17, 2015

The Merger, page 45

Opinion of Boenning & Scattergood, Inc., page 51

1. We note disclosure here and on page 59 that the Boards and financial advisors appear to
have relied on projections provided by both companies.  Please disclose these projections
in the prospectus.

Kevin J. Helmick
Farmers National Banc Corp.
April 13, 2015
Page 2

 Exhibit Index

2. Please file signed and dated versions of your legal and tax opinions.

Form 10 -K for Fiscal Year Ended December 31, 2014

Notes To Consolidated Financial Statements

Note 16 – Business Combination , page 77

3. We note your disclosure on page s 71 and 77 that the contingent con sideration payable
related to your acquisition of National Associates, Inc. (NAI) was adjusted down by
approximately $794 thousand based on the September 30, 2014 fair market value
estimation. We also note your disclosure that goodwill related to your acquisition of NAI
was impaired by the same amount and the two adjustments offset resulting in a zero
impact to the Company’s consolidated statements of income for the year ended December
31, 2014.  Please tell us the following  so that we may better understand your accounting:

 Please provide us  and revise future filings to disclose a detailed description of the
contingent consideration arrangement with NAI.  Refer to ASC 805 -30-50-1.c.2.

 Please tell us in what balance sheet li ne item you present the contingent consideration.

 Please tell us whether you accounted for the change in fair value of the contingent
consideration as a measurement period adjustment or subsequent adjustment under ASC
805 and explain how you made that det ermination. Refer to ASC 805 -30-35.

 If you recorded the contingent consideration fair value adjustment as a measurement
period adjustment based on a provisional amount please tell us how you determined that
adjustment is based on information in existence at the acquisition date.

 Please tell us in detail how you measured the fair value of contingent consideration as of
the acquisition date.  We note your disclosure on page 71 that during the initial valuation
of NAI, future income projections were not ful ly attained.

 Please tell us in detail how you measured the fair value of contingent consideration as of
September 30, 2014.

 Please provide us with a summary of your Step 1 and Step 2 goodwill impairment tests
that resulted in the goodwill impairment r elated to NAI as of September 30, 2014.  Please
identify the inputs and significant assumptions that most impacted the value s and  provide
a qualitative and quantitative description of these inputs and assumptions .  Also, tell us if
you calculated the goodw ill impairment independent of the contingent consideration fair
value adjustment and explain why they are the same amount.

Kevin J. Helmick
Farmers National Banc Corp.
April 13, 2015
Page 3

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters , page 87

4. Please amend your 10 -K or tell us why  you have incorporated portions of your 2012
proxy, but not your 2015 proxy, in response to Item 201(d) of Regulation S -K. In this
regard we note that Item 201(d)(1) of Regulation S -K requests disclosure “as of the end
of the most recently completed fiscal  year” and that features of your 2012 Equity
Incentive Plan appear to have materially changed since December 11, 2011.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 193 3 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.

In responding to our comments, please provide a written 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 any action with respect to the filing; and

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

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 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.

Kevin J. Helmick
Farmers National Banc Corp.
April 13, 2015
Page 4

 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 statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

You may contact William Schroeder, Staff Accountant, at (202) 551 -3294  or Michael
Volley, Staff Accountant, (202) 551 -3437 if you have questions regarding comments on the
financial statements and related matters.  Please  contact Christopher Dunham, Staff Attorney,  at
(202) 551 -3783  or me at (202) 551 -3464  with any other questions.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

cc: J. Bret Treier, Esq.