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    106 South Main St.

Suite 1100

Akron, Ohio 44308

330.208.1000 | www.vorys.com

Founded 1909

    J. Bret Treier

    Direct Dial

    (330) 208-1015

    Direct Fax

    (330) 208-1066

    Email jbtreier@vorys.com

October 12, 2010

VIA ELECTRONIC TRANSMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Mr. Justin Dobbie

    Re:

    Farmers National Banc Corp.

    Registration Statement on Form S-1

    Filed May 28, 2010

    File No. 333-167177

Dear Mr. Dobbie:

     This letter is in response to the comments of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) provided in your letter dated June 16, 2010, related to
the Registration Statement on Form S-1 (Registration No. 333-167177) (the “Registration Statement”)
filed by Farmers National Banc Corp. (the “Corporation”) relative to its proposed issuance of
common shares, no par value, through an underwritten public offering. The following paragraphs
include each of your comments numbered to match the corresponding comment in your letter followed
by the Corporation’s response.

     As set forth in the revised Form S-1, and as discussed in our prior telephone conversations,
the Corporation has determined to convert the structure of its proposed issuance to a rights
offering, whereby the Corporation will distribute non-transferable rights to subscribe for and
purchase common shares to current shareholders of the Corporation in satisfaction of the statutory
preemptive rights provided to shareholders under the Corporation’s Articles of Incorporation. Each
shareholder’s subscription rights will include a basic subscription right, as
well as an oversubscription privilege, whereby shareholders who determine to fully exercise
their basic subscription rights may subscribe for a portion of any common shares that are not

          Columbus     |     Washington     |     Cleveland     |     Cincinnati     |     Alexandria     |     Akron     |     Houston

U.S. Securities and Exchange Commission

October 12, 2010

Page 2

purchased by other shareholders in the rights offering. In addition, the Corporation intends to
seek out potential standby investors who will agree to purchase common shares, at the subscription
price, if such shares are available following completion of the rights offering. In the event the
rights offering is fully subscribed by current shareholders of the Corporation, the Corporation
proposes to sell and guarantee the availability of up to 2,053,127 common shares to such standby
investors following the completion of the rights offering, which comprise all of the Corporation’s
available treasury shares (which are not subject to preemptive rights under the Corporation’s
Articles of Incorporation). Any unsubscribed shares offered in this rights offering and not
purchased by standby investors will be offered in a public offering on a best efforts basis.

     Cover Page of Prospectus

     1. Please revise to state the number of shares of common stock being offered. Refer to Item
501(b)(2) of Regulation S-K.

     Response:

     In response to the Staff’s comment, the Corporation responds that at the time of this
correspondence, it has not determined the number of common shares to be offered to the public or
the aggregate dollar amount that the Corporation seeks to raise in the offering. It is the
intention of the Corporation to subsequently amend its registration statement on Form S-1
immediately prior to requesting accelerated effectiveness to include the information required under
Item 501(b)(2) of Regulation S-K.

     2. We note the disclosure on page 5 regarding the recently agreed to minimum capital
requirements for Farmers Bank. Please tell us, with a view towards a revised cover page, if a
primary purpose of this offering is to satisfy the agreement with your regulator regarding minimum
capital requirements.

     Response:

     In response
to the Staff’s comment, the Corporation believes that it is unnecessary to revise
the disclosure provided on the cover page of the amended Form S-1 because the primary purpose of
the offering is to facilitate organic growth and expand the Corporation’s business. As detailed
under the caption “PROSPECTUS SUMMARY — Our Capital Requirements” (pages 5-6 of the amended
Form S-1), the Corporation, based upon the recommendations of the Office of the Comptroller of the
Currency (the “OCC”), has accepted increased individual minimum capital requirements for the
Farmers National Bank of Canfield (“Farmers Bank”) in excess of what would otherwise be required
under applicable banking law. The basis for the
OCC’s recommendation for, and the Corporation’s board of directors acceptance of, such revised
individual minimum capital requirements is the continuing growth of Farmers Bank. As a result, the
OCC proposed, and the Corporation accepted, the individualized minimum capital

U.S. Securities and Exchange Commission

October 12, 2010

Page 3

requirements for
Farmers Bank described in the initial Form S-1 filing.

     In conjunction with the recommendations of the OCC, the Corporation has targeted December 31,
2010 as the deadline for Farmers Bank to meet its revised individual minimum capital requirements.
Based upon Farmers Bank’s performance and operations to date, it is the opinion of the
Corporation’s board of directors and senior management that Farmers Bank will meet such minimum
individual capital requirements through ordinary bank operations, regardless of the success of the
offering. Although the Corporation intends to use a portion of the proceeds of the offering to
make a capital contribution to Farmers Bank, which (assuming that the offering is fully subscribed)
the Corporation expects would cause Farmers Bank to exceed the targeted minimum capital
requirements, the primary purpose of that contribution is to provide capital needed to support
operations and organic growth (as described under the caption “PROSPECTUS SUMMARY — Our Capital
Requirements” and under the caption “USE OF PROCEEDS” on pages 6 and 43, respectively, of the
amended Form S-1). The Corporation also intends to retain net proceeds not contributed to Farmers
Bank for general corporate purposes, including payment of expenses, payment of dividends and
pursuing strategic opportunities.

     Our Capital Requirements, page 4

      3. You disclose that effective February 2, 2010, the OCC proposed, and your board
accepted, certain individual minimum capital 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, please 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 Bank.
Please reconcile that disclosure with the disclosure on page 5 that the OCC has “proposed” and your
board “accepted” those requirements.

     Response:

     In response to the Staff’s comment, the Corporation has revised the disclosure provided under
the caption “PROSPECTUS SUMMARY — Our Capital Requirements” (pages [5]-[6] of the amended Form
S-1) to include our targeted compliance date for achieving the proposed individual minimum capital
requirements for Farmers Bank. As of the date of this correspondence, the Corporation has not
received any other formal or informal written or unwritten guidance from the OCC or the Board of
Governors of the Federal Reserve System that is likely to have a material impact on the
Corporation’s results of operations, liquidity, capital or financial position. Finally, in
response to the Staff’s comment, we note that the individual minimum capital requirement was the
result of discussions between the Corporation and the

U.S. Securities and Exchange Commission

October 12, 2010

Page 4

OCC concerning the appropriate levels of
capital to support the Corporation’s growth.
Accordingly, the Corporation has revised all such disclosures to clearly indicate that the
Corporation voluntarily accepted such capital requirements after consultation with the OCC.

     Use of Proceeds, page 17

      4. Item 504 of Regulation S-K requires you to state the principal purposes for which
the net proceeds of 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 using the proceeds of this offering to satisfy certain individual minimum capital
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 improve its regulatory capital position.

     Response:

     In response to the Staff’s comment, the Corporation has revised the disclosure provided under
the caption “USE OF PROCEEDS” (page [10] and page [43] of the amended Form S-1) to indicate that
the Corporation intends to contribute a portion of the net proceeds from the offering to the
capital of Farmers Bank for general operating purposes with the primary purpose of the
Corporation’s anticipated capital contribution being to support the organic growth of Farmers Bank.
The Corporation also intends to retain the net proceeds not contributed to Farmers Bank for
general corporate purposes. While the Corporation understands that contributing proceeds from the
offering to Farmers Bank initially would have the effect of improving the capital position of
Farmers Bank, as outlined in the Corporation’s response to Staff Comment #1, it is the opinion of
the Corporation’s board of directors and senior management that Farmers Bank will meet the
aforementioned minimum individual capital requirements through ordinary operations and that the
proceeds of this offering will not be needed to satisfy such requirements. Disclosure of the
Corporation’s expectation with respect to compliance with these capital requirements has been added
to the discussion of the Corporation’s capital requirements that appears on page 6 of the
prospectus, and in the summary of the terms of the rights offering that appears on page 10 of the
prospectus.

     In light of the revised structure of the offering, the amount of the proceeds that the
Corporation will receive is uncertain. Accordingly, the Corporation has also added disclosure
under the caption “USE OF PROCEEDS” to address the priority in which the proceeds of the offering
will be applied in the event that the offering is not fully subscribed.

     Closing

     Prior to requesting acceleration of the Registration Statement, the Corporation will provide
to the Commission a letter under separate cover stating that:

U.S. Securities and Exchange Commission

October 12, 2010

Page 5

    •

    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 Corporation from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

    •

    The Corporation 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.

     The Corporation believes that the foregoing explanations and proposed revisions are responsive
to your comments. If you need any additional information, please contact me at (330) 208-1015.

Sincerely,

/s/ J. Bret Treier

J. Bret Treier

JBT/cra

Enclosure