SecProbe.io

July 29 , 2015
Kevin J. Helmick
President and Chief Executive Officer
Farmers National Banc Corp.
20 South Broad Street, Canfield, Ohio 44406

Re: Farmers National Banc Corp.
Registration Statement on Form  S-4
Filed  April 17, 2015
 File No. 333-205725

Dear Mr.  Helmick :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .

Please respond to this letter by amending your registration statement and providing the
requested information.  Where 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 review ing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Opinion of TSOH’s Financial Advisor, page 36

1. Please revise to disclose  the actual transaction fee pa yable  to Boenning  for delivery of its
fairness opinion , and the portion of the fee that is subject to the closing of the merger .

Interests of TSOH Directors and Executive Officers in the Merger, page 42

2. Please provide all of the disclosure required by I tem 18(a)(5) Form S -4, including disclosure
of material terms of the employment arrangement with the target’s current president and
chief executive o fficer.  In addition, disclose any compensation to be paid to any officer or
director from any compensation plan or employment agreement resulting from the merger.

Material U.S. Federal Income Tax Consequences of the Merger, page 42

3. Please r evise the last paragraph on page 42 and the second paragraph on page 44 to clarify
that the merger “will be ” a Section 3 68(a) reorganization and that shareholders will recognize
no gain or loss for shares received and state that you filed the tax opinions as exhibits to the

Kevin J. Helmick
Farmers National Banc Corp .
July 29 , 2015
Page 2

 registration statement.  Make corresponding changes in the Summary section in response to
this commen t.

4. Please revise the language “[ T]his section contains the tax opinions  …” to clarify that the
disclosure in t his section of the prospectus  is the opinion of counsel. Revise so  that the
disclosure clearly identifies  and articulate s the opinion s being ren dered.

The Merger Agreement, page 48

5. We note your disclaimer  in the second paragraph stating that the representations and
warranties in the merger agreement `` may be subject to a contractual standard of materiality
different from the standard of materiality generally applicable to statements made by a
corporation to shareholders. . . .´´ Please remove the last sentence of this paragraph  or revise
it to remove any suggestion that the merger agreement, including the representations and
warranties in the agreement, do not constitute public disclosure under the federal securities
laws.

Part II. Exhibits

6. If you are not in a position to file your tax opinion s with the next amendment, please provide
a draft copy for us to review as correspondence.

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 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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written s tatement 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 .
July 29 , 2015
Page 3

 Please refer to Rule  461 regarding requests for  accelerati on.  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.

Please contact Jessica Livingston  at 202-551-3448 o r me at  202-551-3434 with any
questions.

Sincerely,

 /s/ Michael Clampitt

Michael Clampitt
Senior Counsel

cc:. J. Bret Treier, Esq . (Via E-mail)