SecProbe.io

UNITED STATES
SECURITIES ND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

Mail Stop 4720
        June 30 , 2010

Stephen P. Wilson
Chairman and CEO
LCNB Corp.
2 North Broadway
Lebanon, Ohio  45036

Re: LCNB Corp.
Form 10-K
Filed  February 23 , 2010
File No.  000-26121

Dear  Mr. Wilson :

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If
you disagree, we will consider your e xplanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as detailed as  necessary in your explanation.   In your
response, please indicate your intent to include the requested revision in future filings and
provide a draft o f your proposed disclosures.   In some of our comments, we may ask  you
to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

 Please understand that the purpose of o ur review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10 -K for Fiscal Year Ended December 31, 2009

Item 1. Business, page 4

Stephen P. Wilson
LCNP Corp.
Form 10 -K filed Februar y 23, 2010
Page 2

1. In future filings include a discussion of your market area that includes material
demographic information such as population trends regarding growth, age and per
capita income and name the major employers and the primary types of
employment in your market area.
2. In future filings disclose here or in your MD&A :

 the risks inherent in your various loan types, noting which are higher risk,
 the underwriting policies for the loan types,
 the interest rate terms, fixed or variable, of your loans, and
 what percentage of total loans each loan type represents in your portfo lio for the
past 3 years, noting any material changes or trends.

See Item 101 of Regulation S -K and Guide 3.

Item 10.  Directors, Executive Officers & Corporate Governance
Board Leadership Structure and Risk Management, page 14
3. In future filings provide the disclosur e required by Item 407(h)of Regulation S -K.
Specifically, disclose whether LCNB has a lead independent director and what
specific role the lead independent director plays in the leadership of the board.
Also indicate why LCNB has determined that its leader ship structure is
appropriate given the specific characteristics or circumstances of the registrant .

Item 13. Certain Relationships and Related Transactions, page 14
4. In future filings, revise the disclosure on page 18 of the proxy statement, to state,
if true, th at loans were made , in the ordinary course of business and on
substantially the same terms, including interest rate and collateral, as those
prevailing at the time for comparable loans with persons not related to the  lender .
For the updated disclosure requ irements, refer to Instruction 4(c) to item 404(a) of
Regulation S -K.

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.   Your response letter should key your responses to our
comments, indicat e your intent to include the requested revisions in future filings and
provide any requested information.   Please file your letter on EDGAR as
correspondence.   Please understand that we may have additional comments after
reviewing your responses to our com ments.

  We urge all persons who are responsible for the accuracy and adequacy of the

Stephen P. Wilson
LCNP Corp.
Form 10 -K filed Februar y 23, 2010
Page 3

disclosure in the filing to be certain that the filing includes all information required under
the Securities Exchange Act of 1934 and that they have provided all inform ation
investors require for an informed investment decision.  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 connection with responding to our comments, please provide, in writing, a
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 secur ities laws of the United
States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review
of your filing or in response to our comments on y our filing.

Please contact Jessica  Livingston  at 202-551-3448  or me at 202-551-3698  with
any other questions.

Sincerely,

Mark Webb
Branch Chief
Financial Services Group