SecProbe.io

November 21 , 2012

Via Email
Stephen P. Wilson
Chairman & Chief Executive Officer
LCNB Corp oration
2 North Broadway
Lebanon, Ohio  45036

Re:  LCNB  Corporation
        Registration Statement on Form S-4
        Filed October 29, 2012
        File number 333 -184627

Dear Mr. Wilson :

We have reviewed your registration statement  and have the following 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 the
requested information .  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 .

General

1. Please confirm that First Capital did not furnish financial projections to LCNB, or include
them in the filing.

Cover Page

2. Please include the number of shares being offered.  See Item 501(b)(2) of Regulation S -k.

Material federal income tax consequences, page 40

3. Please revise to reflect that the section is based on an opinion.  Please file the opinion as
an exhibit.

Stephen P. Wilson
LCNB Corporation
November 21, 2012
Page 2

Where You Can Find More Information, page 64

4. Please revise to incorporate your most recently filed Form 10 -Q.

Exhibits

5. Please file (or incorporate by reference) the exhibits required by Item 601 of
Regulation S -K.

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 informat ion 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 t hey 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 statement from the company
acknowledging that:

 should the Commission or the staff, a cting 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.

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 o f the
registration statement.

Stephen P. Wilson
LCNB Corporation
November 21, 2012
Page 3

You may contact David Irving  at 202-551-3321 o r John Nola n, Senior Assistant Chief
Accountant, at 202 -551-3492 if you have questions regarding  the financial statements and related
matters.  Please contact David Lyon  at 202-551-3421 or me  at 202-551-3698 with any other
questions.

Sincerely,

 /s/Mark Webb

 Mark Webb
Legal Branch Chief

By Email to: Susan Zaunbrecher
                     at susan.zaunbrecher@dinsmore.com