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Response Letter

 VIA ELECTRONIC TRANSMISSION AND

OVERNIGHT DELIVERY

 April 29, 2015

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Washington, D.C. 20549-7010

 Attention:

 Kathryn McHale

Senior Staff Attorney

Re:
Farmers National Banc Corp.

 Registration Statement on Form S-4

Filed March 17, 2015

File No. 333-202822

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

Filed February 27, 2015

File No. 001-35296

 Dear Ms. McHale:

 This letter sets forth the responses of Farmers National Banc Corp. (the “Company”) to the comments of the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided in your letter dated April 13, 2015, related to the above-referenced Registration Statement on Form S-4 and Form 10-K. For your
convenience, we have set forth below each of the Staff’s comments included in the April 13, 2015, letter and the Company’s corresponding responses.

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.

 Response:

Information regarding the projections upon which the respective Board of Directors of the Company and National Bancshares
Incorporated (“NBOH”) and their respective financial

 Kathryn McHale

April 29, 2015

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advisors relied are contained in Amendment No. 1 to the Registration Statement on Form S-4 (“Amendment No. 1”) under the headings “THE MERGER – Nonpublic Financial
Projections Provided to NBOH’s Financial Advisor and Farmers’ Financial Advisor” beginning on page 57 of Amendment No. 1 and “THE MERGER – Nonpublic Financial Projections Provided to Farmers’ Financial
Advisor” beginning on page 64 of Amendment No. 1.

 Exhibit Index

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

Response:

The legal and tax opinions of Vorys, Sater, Seymour and Pease LLP, counsel to the Company, and the tax opinion of Calfee,
Halter & Griswold LLP, counsel to National Bancshares Incorporated, are filed as exhibits in Amendment No. 1 to the Registration Statement on Form S-4.

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 pages 71 and 77 that the contingent consideration 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.

 On July 1, 2013, the Company completed the acquisition of all
outstanding stock of the retirement planning consultancy National Associates, Inc. (“NAI”) of Rocky River, Ohio. The transaction involved both cash and stock totaling $4.4 million, including up to $1.5 million of future cash payments
contingent upon NAI meeting income performance targets based on growth in EBITDA. The measurement period is defined, in essence, as “the twelve month period ending on the second anniversary of the closing date.” Based upon the closing date
of July 1, 2013, the payment is due within five business days of final determination of the amount of the payment based upon EBITDA from August 1, 2014, to July 31, 2015. The payment is tiered as follows:

i) If the calculated growth percentage of EBITDA is equal to or less than the base percentage (6.00%), the payment will be $0;

 Kathryn McHale

April 29, 2015

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 ii) If the calculated growth percentage of EBITDA is greater than or equal
to the maximum percentage (12.00%), the payment will be $1.5 million; and

 iii) If the calculated growth percentage of
EBITDA is between the base and maximum percentages, a factor of the growth is interpolated and multiplied by the maximum $1.5 million payment.

•

 Please tell us in what balance sheet line item you present the contingent consideration.

On both the December 31, 2013, and December 31, 2014, consolidated balance sheets, the liability for contingent
consideration is recorded in the “Other liabilities” line.

•

 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 determination. Refer to ASC 805-30-35.

The change in fair value was accounted for as a subsequent adjustment, since the contingent payment is based on growth in
EBITDA after the acquisition date. As indicated in ASC 805-30-35-1, “…changes resulting from events after the acquisition date, such as meeting an earnings target, reaching a specified share price, or reaching a milestone on a research and
development project, are not measurement period adjustments.” This change in fair value was recorded in the consolidated statement of income as a reduction of other operating expenses. As indicated in ASC 805-30-35-1.b., “Contingent
consideration classified as an asset or a liability shall be remeasured to fair value at each reporting date until the contingency is resolved. The changes in fair value shall be recognized in earnings….”

•

 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.

As indicated above, the Company recorded the fair value adjustment as a subsequent adjustment, not as a measurement period
adjustment.

•

 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 fully attained.

 Kathryn McHale

April 29, 2015

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 The Company’s management engaged a third-party consultant,
CliftonLarsonAllen, to assist in determining the fair value of NAI’s tangible and intangible assets and liabilities, including the fair value of contingent consideration. The acquisition-date fair value of the contingent consideration of
$920,000 was determined using a Monte Carlo simulation. Following is an excerpt from the valuation report prepared by CliftonLarsonAllen:

“We estimated the fair value of the contingent consideration using a simulation model under the option pricing method. We
performed the following steps:

1.
 Convert the forecasted calendar year Adjusted EBITDA provided by Management to a twelve month period ending on July 31, 2015.

2.
 Discount the forecasted Adjusted EBITDA to present value using a risk-adjusted discount rate of 11.9%.

3.
 For each iteration of the simulation:

a.
 Our model simulated future Adjusted EBITDA for the Measurement Period by drawing from a risk neutral distribution and utilizing an estimated
expected asset volatility of 20%.

b.
 Calculate the Earnout Payment per the Personal Goodwill Purchase Agreement based on the simulated Adjusted EBITDA.

c.
 Discounted the simulated future Earnout Payment to present value using the riskfree rate plus a premium for counter-party risk.

d.
 Calculate the mean present value of all 10,000 iterations to arrive at the estimated fair value of the contingent consideration.

 Key inputs of the simulation model:

Time period 2 years, Time period of the earn out

Asset volatility 20%, Derived from historic ratio information from nine guideline companies

Risk-free rate of return 0.34%, See treasury yields as of the Valuation Date

Asset value $803,793 Risk-adjusted Adjusted EBITDA provided by Management

 Kathryn McHale

April 29, 2015

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 Based on our analysis as described above, and the facts and circumstances as
of the Valuation Date, and subject to the Statement of Assumptions and Limiting Conditions, we conclude that the fair value of the contingent consideration is $920,000.”

A copy of CliftonLarsonAllen’s full report, dated July 1, 2013, is attached as Exhibit A.

•

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

 The Company again used CliftonLarsonAllen to assist in the valuation at the subsequent valuation
date of September 30, 2014, at which time it was determined that the income performance targets were less likely to be attained and the liability for contingent consideration required a subsequent adjustment. CliftonLarsonAllen’s analysis
estimated the fair value of the contingent liability to be $36,000, which would have required an $884,000 adjustment. The Company’s management elected a more conservative approach and only reduced the earnout contingent liability by the amount
of goodwill impairment ($764,000), resulting in a remaining liability of $156,000 at September 30 and December 31, 2014. The Company determined the $120,000 difference to not be material to the consolidated financial statements. Below are
excerpts from the 2014 valuation report by CliftonLarsonAllen.

 “For purposes of this analysis, we estimated the fair
value of the contingent consideration using a simulation model under the option pricing method as of the Measurement Date. We performed the following steps:

1.
 Convert the forecasted calendar year Adjusted EBITDA provided by Management to a twelve month period ending on July 31, 2015.

2.
 Discount the forecasted Adjusted EBITDA to present value using a risk-adjusted discount rate.

3.
 For each iteration of the simulation:

a.
 Our model simulated future Adjusted EBITDA for the Measurement Period by drawing from a risk neutral distribution and utilizing an estimated
expected asset volatility.

b.
 Calculated the Earnout Payment per the Personal Goodwill Purchase Agreement based on the simulated Adjusted EBITDA.

c.
 Discounted the simulated future Earnout Payment to present value using the risk-free rate plus a premium for counter-party risk.

d.
 Calculate the mean present value of all 10,000 iterations to arrive at the estimated fair value of the contingent consideration.

 Kathryn McHale

April 29, 2015

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 Based on our analysis, the estimated fair value of the earnout contingent
liability as of the Measurement Date is approximately $36,000, which is a reduction of the liability of approximately $880,000.”

A copy of CliftonLarsonAllen’s full report, dated September 30, 2014, is attached as Exhibit B.

•

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

The Company’s management engaged CliftonLarsonAllen to assist with its goodwill impairment analysis, which was prepared
independent of the contingent consideration fair value adjustment. The reason the contingent consideration fair value adjustment is the same amount as the goodwill impairment charge is discussed in response to the immediately preceding bullet.

Significant assumptions used by CliftonLarsonAllen in the Step 1 analysis are described here, excerpted from their report:

“FAIR VALUE OF INVESTED CAPITAL

We considered the income, market and asset approaches to value in estimating the fair value of NAI’s Total Invested
Capital (“TIC”). We ultimately determined that the income approach was most appropriate in this instance. We estimated the fair value of NAI’s TIC based on a DCF analysis under the income approach.

Net Working Capital

NAI’s future incremental net working requirement was based on consideration of incremental net working capital
requirements from a selected set of guideline companies. For purposes of this analysis the incremental net working capital requirement was estimated at 12%.

Perpetuity Model

As with the Trust, the Gordon growth model was used to estimate a residual value for NAI. Based on factors such as long-term
inflation, real growth rates, projected market population growth, and historical growth rates for the industry, the long-term average growth rate was estimated to be 3% for purposes of estimating the residual value for NAI.

 Kathryn McHale

April 29, 2015

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 Conclusion

Based on the preceding analysis, the fair value of NAI’s TIC developed using the DCF analysis under the income approach
as of the Measurement Date was approximately $3.44 million. We also have conducted a sensitivity analysis where the value of TIC was calculated for a range of the Weighted Average Cost of Capital (“WACC”). The WACCs selected range from a
low of 13% to a high of 19% in increments of 0.5%. The resulting calculated values of TIC ranged from $2.38 million to $4.81 million.

WEIGHTED AVERAGE COST OF CAPITAL – NAI

We have estimated NAI’s WACC to be approximately 15%. The data used in the calculation was based on the Federal Reserve
releases regarding interest rates, the Handbook, and information for publicly-traded guideline companies.

 Calculation of Estimated
Cost of Equity

1.
 Risk-free rate (Rf). According to the Federal Reserve Statistical Release, as of the Measurement Date the yield to maturity for a treasury
bond with 20-years left to maturity was 2.98%.

2.
 + Equity Risk Premium (RPm). Data published in the Handbook estimates this equity risk premium at 6.18% (supply side).

3.
 + Risk Adjustment for Size. Data published in the Handbook estimates the 10th decile
size premium at 5.99%.

4.
 + Company Specific Premium (RPu). In this instance, we have included a 1.0% specific risk premium.

Summing the components of the BuM, the required rate of return for equity for NAI was estimated to be approximately 16.2%.

 Calculation of Estimated Cost of Debt

Based on the bond rates discussed previously, a pre-tax cost of debt of 5.25% was selected for inclusion in the WACC.
Adjusting the cost of debt to an after-tax measure using a 35% tax rate (which reflects a combined federal and state tax rate) resulted in a cost of debt of approximately 3.4% for NAI.

Calculation of Estimated Weighted-Average Cost of Capital

The estimated WACC of NAI was calculated by multiplying the estimated cost of equity and the estimated after-tax cost of debt
by their respective percentages in

 Kathryn McHale

April 29, 2015

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the optimal hypothetical capital structure. Based primarily on industry averages, including a consideration of the guideline companies, we determined that a reasonable optimal capital structure
for NAI was 90% equity and 10% debt. Based on the aforementioned costs and weightings for equity and debt, NAI’s WACC was estimated to be 15%.

STEP 1 ANALYSIS CONCLUSION – NAI

The carrying value, as provided by Management, and the concluded fair value of NAI’s TIC. The fair value of TIC of $3.44
million does not exceed the carrying value of approximately $4.37 million. Therefore, there is an indication of potential impairment of NAI’s goodwill. At the request of Management, we have performed a Step 2 analysis to measure the potential
impairment, if any.”

 Significant assumptions used by CliftonLarsonAllen in the Step 2 analysi