SecProbe.io

August 20 , 2013

Via E -mail
Robert C. Haines II
Chief Financial Officer
LCNB  Corp.
2 North Broadway
Lebanon, OH 45036

Re: LCNB  Corp .
  Registration Statement on Form S-3
Filed  August 13, 2013
  File No.  333-190577

Dear Mr. Haines :

We have limited our review of your registration statement to those issues we have
addressed in our 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 .  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 reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Selling Shareholders , page 5
1. Please advise the staff whether each selling shareholder  is a broker -dealer or an affiliate,
as defined by Rule 405, of a broker -dealer.  Please tell us whether they acquired their
securities as compensation for the professional services of the broker -dealer, or if the
securities were acquired as investments.
2. For any registered broker -dealer who acquired the securities to be resold otherwise than
as compensation securities for services, revise your disclosure to identify that registered
broker -dealer as an underwriter of the securities to be resold.

Robert C. Haines II
LCNB  Corp .
August 20 , 2013
Page 2

 3. If any o f the selling shareholders are affiliates of broker -dealers (but not broker -dealers),
then include disclosure indicating whether those broker -dealer affiliates:
 purchased the securities in the ordinary course of business; and
 at the time of the purchase, t he seller had no agreements or understandings,
directly or indirectly , with any person to distribute the securities.

4. Unless you indicate that these two conditions are met, it appears you should indicate that
the broker -dealer affiliates are underwriters.  Please revise accordingly, or tell us why
you don’t believe any broker -dealer affiliate offering shares for resale is unable to make
the above representations is not acting as an underwriter.  We may have further comment.
5. With respect to each selling shareholder  that is not a natural person, please revise to
identify the natural person or persons who exercise sole or shared voting and/or
dispositive powers over the securities.
Exhibit 5.1
6. We note that the opinion states that the shares will be validly issued, fully paid and
nonassessable  upon the selling shareholders’ exercise of the warrants.  Please tell us how
the warrants may be exercised.  Revise to add an assumption that the warrants have been
exercised in accordance with the document that governs such exercise (i.e., the Warrant
Agreement).  For more information, refer to Section II.B.2.h. of Staff Legal Bulletin No.
19.
7. Please delete the third assumption in the third paragraph on pag e 1 of the legal opinion.
It is not appropriate  to assume that the issuance of the shares does not violate any
applicable law or is in conformity with the articles of incorporation and regulations.  For
more information, refer to Section II.B.3. of Staff Legal Bulletin No. 19.
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 acceler ation of the effective date
of the pending registration statement please provide a written statement 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;

Robert C. Haines II
LCNB  Corp .
August 20 , 2013
Page 3

  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 f or
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 accelerati on 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
adequat e time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Erin Purnell at (202) 551 -3454 or me at (202) 551 -3419 with any
questions.

Sincerely,

 /s/ Christian Windsor

 Chris tian Windsor
 Special Counsel

cc.   Via E -mail
 Christian Gonzalez
 Dinsmore & Shohl  LLP