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CORRESP
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 CORRESP

 VIA EDGAR
 December 11, 2025
 United States Securities and Exchange Commission Division of
Corporation Finance 100 F Street, NE Washington, D.C.
20549 Attention: Aisha Adegbuyi
 Re:   Farmers National Banc Corp.
     Registration Statement on Form S-4
     Filed November 24, 2025
     As amended on November 25, 2025 and on December 11, 2025
     File No. 333-291742
     Request for Acceleration of Effective Date
 Dear Ms. Adegbuyi:
 Pursuant to Rule 461 under the Securities Act of
1933, as amended, Farmers National Banc Corp. (the “Registrant”) hereby requests that the effective date of the Registrant’s above-referenced Registration Statement on Form S-4, as
amended (the “Registration Statement”), be accelerated so that the Registration Statement will be declared effective at 5:00 p.m. Eastern Time on Monday, December 15, 2025, or as soon as practicable thereafter.
 Please contact J. Bret Treier of
Vorys, Sater, Seymour and Pease LLP at (330) 208-1015 or jbtreier@vorys.com with any questions you may have concerning this request. In addition, please notify Mr. Treier when this request for
acceleration has been granted.

 Sincerely,

 FARMERS NATIONAL BANC CORP.

 /s/ Kevin J. Helmick

 Kevin J. Helmick, President and Chief Executive Officer
 cc: J. Bret Treier, Esq., Vorys, Sater, Seymour and Pease LLP

August 21, 2024
Troy Adair
Executive Vice President, Secretary and Chief Financial Officer
Farmers National Banc Corp.
20 South Broad Street
Canfield, OH 44406
Re:Farmers National Banc Corp.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-35296
Dear Troy Adair:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

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CORRESP

 20 SOUTH BROAD STREET, CANFIELD,
OHIO 44406

 July 26, 2024

 Via
EDGAR

 U.S. Securities & Exchange Commission

Division of Corporation Finance

 Office of Finance

Shannon Davis

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Farmers National Banc Corp.

Form 10-K for Fiscal Year Ended December 31, 2023

Filed March 7, 2024

File No. 001-35296

Dear Ms. Davis,

 This letter responds to the comment letter
from the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”), dated July 18, 2024 (the “Comment Letter”), in connection with the review of the Annual Report on Form 10-K filed by Farmers National Banc Corp. (the “Company”) on March 7, 2024 for the fiscal year ended December 31, 2023 (“2023 Form 10-K”). For
convenience, we have set forth below each of the Commission’s comments and the corresponding responses of the Company.

 Form 10-K for Fiscal Year Ended December 31, 2023

 Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations Loan Portfolio, page 36

1.
 We note your tabular disclosure on page 36 which indicates that your commercial real estate (“CRE”)
loan portfolio comprised 41.6% of total net loans as of December 31, 2023. We also note disclosure in Exhibit 99.2 of your Form 8-K filed on January 24, 2024 that provides detailed disclosures of
your CRE loan portfolio as of December 31, 2023. Please revise future filings to further disaggregate the composition of your CRE loan portfolio to disclose and quantify material geographic and industry concentrations (e.g., office, retail,
hotel and multifamily), as well as current weighted average and/or range of loan-to-value ratios and occupancy rates to enhance an investor’s understanding of these
loan categories. See Item 303 of Regulation S-K.

 Response: The Company
will revise its future filings, including its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, to further disaggregate the composition of our CRE loan portfolio to disclose and
quantify material geographic and industry concentrations (e.g., office, retail, hotel and multifamily), as well as current weighted average and/or range of loan-to-value
ratios. The Company will work to revise future filings to include the current weighted average and/or range of occupancy rates.

 Item 7A.
Quantitative and Qualitative Disclosures About Market Risk, page 49

2.
 We note the discussion in which you disclose plans to prioritize loan growth in response to exceeding internal
policy limits for Economic Value of Equity derived from simulation analysis used to manage interest rate risk in up rate scenarios explained in conjunction with your related tabular information. We also note your disclosure on page 18 that certain
loans including real estate-related credit risks are a significant concern for you. Please revise future filings to describe the specific details of any risk management policies, procedures or other actions undertaken by management to address
management’s noted plans to expand loan growth despite credit risk concerns, and in response to the current environment. We note Item 305 of Regulation S-K.

 Response: The Company will revise its future filings, including its Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2024, to describe the specific details of any risk management policies, procedures or other actions undertaken by management to address
management’s noted plans to expand loan growth despite credit risk concerns, and in response to the current environment.

 General

3.
 We note that the consent of your independent registered public accounting firm, which was filed as Exhibit
23.1, did not include a date for Crowe LLP’s audit report. Please revise or advise.

 Response: The Company
will amend its 2023 Form 10-K solely for the purpose of filing a corrected Exhibit 23.1, Consent of Independent Registered Public Accounting Firm, to replace and supersede the Exhibit 23.1 originally filed as
exhibit to the 2023 Form 10-K.

 If you have any questions with respect to the foregoing or require further
information, please contact the undersigned at (330) 533-5070.

Sincerely,

/s/ Troy Adair

Troy Adair

 Executive Vice President, Secretary and

 Chief
Financial Officer

July 18, 2024
Troy Adair
Executive Vice President, Secretary and Chief Financial Officer
Farmers National Banc Corp.
20 South Broad Street
Canfield, OH 44406
Re:Farmers National Banc Corp.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-35296
Dear Troy Adair:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Loan Portfolio, page 36
1.We note your tabular disclosure on page 36 which indicates that your commercial real
estate (“CRE”) loan portfolio comprised 41.6% of total net loans as of December 31,
2023. We also note disclosure in Exhibit 99.2 of your Form 8-K filed on January 24, 2024
that provides detailed disclosures of your CRE loan portfolio as of December 31, 2023.
Please revise future filings to further disaggregate the composition of your CRE loan
portfolio to disclose and quantify material geographic and industry concentrations (e.g.,
office, retail, hotel and multifamily), as well as current weighted average and/or range of
loan-to-value ratios and occupancy rates to enhance an investor’s understanding of these
loan categories. See Item 303 of Regulation S-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk, page 49
We note the discussion in which you disclose plans to prioritize loan growth in response
to exceeding internal policy limits for Economic Value of Equity derived from simulation 2.

July 18, 2024
Page 2
analysis used to manage interest rate risk in up rate scenarios explained in conjunction
with your related tabular information. We also note your disclosure on page 18 that
certain loans including real estate-related credit risks are a significant concern for you.
Please revise future filings to describe the specific details of any risk management
policies, procedures or other actions undertaken by management to address management's
noted plans to expand loan growth despite credit risk concerns, and in response to the
current environment. We note Item 305 of Regulation S-K.
General
3.We note that the consent of your independent registered public accounting firm, which
was filed as Exhibit 23.1, did not include a date for Crowe LLP’s audit report. Please
revise or advise.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Shannon Davis at 202-551-6687 or John Nolan at 202-551-3492 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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CORRESP

 VIA EDGAR

June 6, 2022

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Susan Block

Re:
 Farmers National Banc Corp.

Registration Statement on Form S-4

Filed May 13, 2022, as amended on June 6, 2022

File No. 333-264945

Request for Acceleration of Effective Date

Dear Ms. Block:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Farmers National Banc Corp. (the “Registrant”) hereby requests that the effective date of the Registrant’s above-referenced Registration Statement on Form
S-4, as amended (the “Registration Statement”), be accelerated so that the Registration Statement will be declared effective at 4:30 p.m. Eastern Time on June 8, 2022, or as soon as practicable
thereafter.

 Please contact J. Bret Treier of Vorys, Sater, Seymour and Pease LLP at (330)
208-1015 or jbtreier@vorys.com with any questions you may have concerning this request. In addition, please notify Mr. Treier when this request for acceleration has been granted.

Sincerely,

FARMERS NATIONAL BANC CORP.

 /s/ Kevin J. Helmick

Kevin J. Helmick, President and Chief Executive Officer

 cc: J. Bret Treier, Esq., Vorys, Sater, Seymour and Pease LLP

United States securities and exchange commission logo
May 20, 2022
Kevin Helmick
Chief Executive Officer
Farmers National Banc Corp.
20 South Broad Street
Canfield, OH 44406
Re:Farmers National Banc Corp.
Registration Statement on Form S-4
Filed on May 13, 2022
File No. 333-264945
Dear Mr. Helmick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Susan Block at 202-551-3210 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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CORRESP

 VIA EDGAR

September 20, 2021

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Eric Envall, Esq.

Re:
 Farmers National Banc Corp.

Registration Statement on Form S-4

Filed August 13, 2021,

as Amended on September 20, 2021

File No. 333-258811

Dear Mr. Envall:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Farmers National Banc Corp. (the “Registrant”) hereby requests that the effectiveness pursuant to the Securities Act of its Registration Statement
on Form S-4 filed with the Securities and Exchange Commission on August 13, 2021, as amended on September 20, 2021 (the “Registration Statement”), be accelerated to 4:30 p.m., Eastern Time,
on September 22, 2021, or as soon as practicable thereafter. In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

•

 Should the U.S. Securities and Exchange Commission (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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 The Registrant may not assert staff comments or 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 contact J.
Bret Treier of Vorys, Sater, Seymour and Pease LLP at (330) 208-1015 or jbtreier@vorys.com with any questions you may have concerning this request. In addition, please notify Mr. Treier when this request
for acceleration has been granted.

Sincerely,

 /s/ Kevin J. Helmick

Kevin J. Helmick, President and Chief Executive Officer

 cc: J. Bret Treier, Esq., Vorys, Sater, Seymour and Pease LLP

United States securities and exchange commission logo
August 18, 2021
Kevin J. Helmick
President and Chief Executive Officer
Farmers National Banc Corp.
20 South Broad Street
Canfield, OH 44406
Re:Farmers National Banc Corp.
Registration Statement on Form S-4
Filed August 13, 2021
File No. 333-258811
Dear Mr. Helmick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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Acceleration Request

 VIA EDGAR

November 12, 2019

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Washington, D.C.
20549-7010

 Attention: David C. Lin, Esq., General Attorney

(202) 551-3552

Re:
 Farmers National Banc Corp.

Registration Statement on Form S-4

Filed October 25, 2019,

as Amended on November 12, 2019

File No. 333-234339

Dear Mr. Lin:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Farmers National Banc Corp. (the “Registrant”) hereby requests that the effectiveness pursuant to the Securities Act of its Registration Statement
on Form S-4 filed with the Securities and Exchange Commission on October 25, 2019, as amended on November 12, 2019 (the “Registration Statement”), be accelerated to 12:00 p.m., Eastern
Time, on November 14, 2019, or as soon as practicable thereafter. In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

•

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

•

 The Registrant may not assert staff comments or 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 contact J.
Bret Treier of Vorys, Sater, Seymour and Pease LLP with any questions you may have concerning this request. In addition, please notify Mr. Treier when this request for acceleration has been granted.

Sincerely,

 /s/ Kevin J. Helmick

Kevin J. Helmick, President and Chief Executive Officer

cc:
 J. Bret Treier, Esq., Vorys, Sater, Seymour and Pease LLP

November 6, 2019
Kevin Helmick
President and Chief Executive Officer
Farmers National Banc Corp.
20 South Broad Street
Canfield, OH 44406
Re:Farmers National Banc Corp.
Registration Statement on Form S-4
Filed October 25, 2019
File No. 333-234339
Dear Mr. Helmick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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CORRESP

 VIA EDGAR

July 18, 2017

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Washington, D.C.
20549-7010

 Attention: Christopher Dunham, Staff Attorney

Re:
  Farmers National Banc Corp.

   Registration Statement on Form S-4

   Filed May 12, 2017,

  as Amended on June 26, 2017,

  and on July 17, 2017

  File No. 333-217958

Dear Mr. Dunham:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Farmers National Banc Corp. (the “Registrant”) hereby requests that the effectiveness pursuant to the Securities Act of its Registration Statement
on Form S-4 filed with the Securities and Exchange Commission on May 12, 2017, as amended on June 26, 2017 and on July 17, 2017 (the “Registration Statement”), be accelerated to 4:00
p.m., Eastern Daylight Time, on July 20, 2017, or as soon as practicable thereafter. In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

•

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

•

The Registrant may not assert staff comments or 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 contact J. Bret Treier of Vorys, Sater, Seymour and Pease LLP with any questions you may have concerning this
request. In addition, please notify Mr. Treier when this request for acceleration has been granted.

Sincerely,

 /s/ Kevin J. Helmick

Kevin J. Helmick, President and Chief Executive Officer

 cc: J. Bret Treier, Esq., Vorys, Sater, Seymour and Pease LLP

CORRESP
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CORRESP

 VIA ELECTRONIC TRANSMISSION AND

OVERNIGHT DELIVERY

 June 26, 2017

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Washington, D.C. 20549-7010

Attention:

 David Lin, Staff Attorney

 Christopher
Dunham, Staff Accountant

Re:
Farmers National Banc Corp.

Registration Statement on Form S-4

Filed May 12, 2017

File No. 333-217958

 Dear Mr. Lin:

This letter sets forth the responses of Farmers National Banc Corp. (the “Company”) to the oral comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) provided in our conversation on June 8, 2017, related to the above-referenced Registration Statement on Form S-4.
For your convenience, we have set forth below each of the Staff’s comments and the corresponding responses of the Company.

 Registration
Statement on Form S-4 filed May 12, 2017

 Approval of
non-affiliated shareholders, page 10

1.
Please revise to disclose clearly that the condition precedent to each party’s obligation to effect the merger requiring the affirmative vote of the holders of not less than a majority of the issued and
outstanding Monitor common shares who are not officers, directors or affiliates of Monitor may be waived by the parties, and add a risk factor to that effect.

Response:

 The
Registration Statement has been revised on pages 4, 10, and 27. A Risk Factor has been added on page 21 disclosing that the merger may still proceed, even if the holders of not less than a majority of the issued and outstanding Monitor common shares
who are not officers, directors or affiliates of Monitor fail to approve the merger, if the parties waive the requirement of this condition precedent.

 David C. Lin

Christopher Dunham

 June 26, 2017

Page 2

2.
Please revise on page 26 and elsewhere as appropriate to add further explanation regarding the second shareholder proposal relating to the conditional amendment of the Monitor Articles of Incorporation to remove
right of first refusal provisions, including the text of the applicable provisions, the nature of the conditional amendment, and the waiver being sought with respect to the right of first refusal provisions.

The Registration Statement has been revised on pages 4, 10, 24, and 27 to add further explanation regarding the proposal to conditionally amend
the Monitor Articles of Incorporation to eliminate the right of first refusal provisions, and to eliminate the need to seek a waiver with respect to the right of first refusal provisions.

We believe that the foregoing has been responsive to each of the Staff’s oral comments. The If you have any further
questions or require additional information, please do not hesitate to contact me as counsel to the Company at (330) 208-1015, or jbtreier@vorys.com.

Sincerely,

 /s/ J. Bret Treier

J. Bret Treier

 cc: Kevin J. Helmick President and Chief Executive Officer, Farmers National Banc Corp.

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Response Memo

 VIA ELECTRONIC TRANSMISSION AND

OVERNIGHT DELIVERY

 August 4, 2015

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Washington, D.C. 20549-7010

 Attention:
Michael Clampitt

                  Senior Counsel

 Re:

 Farmers National Banc Corp.

Amendment No. 1 to

Registration Statement on Form S-4

Filed July 31, 2015

File No. 333-205725

 Dear Mr. Clampitt:

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 August 4, 2015, related to the above-referenced Amendment No. 1 to the Registration Statement on Form S-4. For your convenience,
we have set forth below each of the Staff’s comments included in the August 4, 2015, letter and the Company’s corresponding responses.

Amendment No. 1 to the Registration Statement on Form S-4 filed July 31, 2015

 Michael Clampitt

August 4, 2015

  Page
 2

 Material U.S. Federal Income Tax Consequences of the Merger, page 44

1.
Please delete the new language on page that the discussion is “for general information only,” as it is inappropriate.

Response:

 Based upon a
telephonic conversation between a representative of the Staff and J. Bret Treier on August 4, 2015, we understand that it will not be necessary to file an amendment to the Registration Statement on Form S-4 to reflect this comment, provided that the
comment is addressed in the final prospectus comprising a portion of the Registration Statement on Form S-4 filed pursuant to Rule 424(b) of the rules and regulations promulgated pursuant to the Securities Act of 1933, as amended (the “Final
Prospectus”). Accordingly, the Company hereby undertakes to remove the language stating that the opinions regarding the material U.S. federal income tax consequences of the Merger are “for general information only” that appears under
the caption “Material U.S. Federal Income Tax Consequences of the Merger” on page 47 of the Final Prospectus.

 Michael Clampitt

August 4, 2015

  Page
 3

 Part II. Exhibits

Exhibit 8.1

2.
It appears you intend your tax opinion to be in “short form.” Accordingly, the tax disclosure in the prospectus serves as the tax opinion, and the opinion filed as Exhibit 8.1 to the registration statement
must confirm this with a statement such as: “the discussion contained in the Registration Statement under the caption ‘Material U.S. Federal Income Tax Consequences’ constitutes our opinion regarding the material U.S. federal income
tax consequences of the Merger.” Please revise both accordingly.

 The Exhibit 8 short-form opinion and the tax
disclosure in the prospectus both must state clearly that the disclosure in the tax consequences section of the prospectus is the opinion of counsel, and that disclosure must clearly identify and articulate the opinion being rendered.
For more information, please refer to Corporation Finance’s Staff Legal Bulletin No. 19.

 Response:

Based upon a telephonic conversation between a representative of the Staff and J. Bret Treier on August 4, 2015, the Company understands that
it will not be necessary to modify the Exhibit 8 legal opinions in response to this comment.

 In connection with these
responses, the Company acknowledges 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 securities laws of the United States.

 Michael Clampitt

August 4, 2015

  Page
 4

 We believe that the foregoing address each of the comments raised in the Staff’s letter.
If you have any further questions or require additional information, please do not hesitate to contact me at (330) 533-3341.

Sincerely,

 /s/ Kevin J. Helmick

Kevin J. Helmick

President and Chief Executive Officer

 cc: J. Bret Treier, Esq., Vorys, Sater, Seymour and Pease LLP

August 4, 2015
Kevin J. Helmick
President and Chief Executive Officer
Farmers National Banc Corp.
20 South Broad Street, Canfield, Ohio 44406

Re: Farmers National Banc Corp.
Registration Statement on Form  S-4/A
Filed July 31, 2015
 File No . 333-205725

Dear Mr.  Helmick :

We have limited our review of your registration statement to those issues we have
addressed in our comments.

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 review ing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Material U.S. Federal Income Tax Consequences of the Merger, page 44

1. Please delete the new language on page 47  that the discussion is “for general information
only,” as it is inappropriate.

Part II. Exhibits
Exhibit 8.1

2. It appears you intend your tax opinion to be in “short -form.” Accordingly, the tax disclosure
in the prospectus serves as the tax opinion, and t he opinion filed as Exhibit 8.1 to the
registration statement must confirm this with a statement such as: “the discussion contained
in the Registration Statement under the caption ‘Material U.S. Federal Income Tax
Consequences’ constitutes our opinion rega rding the material U.S. federal income tax
consequences of the Merger.”  Please revise both accordingly.

The Exhibit 8 short -form opinion and the tax disclosure in the prospectus both must state
clearly that the disclosure in the tax consequences sectio n of the prospectus is the opinion of

Kevin J. Helmick
Farmers National Banc Corp .
August 4 , 2015
Page 2

 counsel, and that disclosure must clearly identify and articulate the opinion being rendered.
For more information, please refer to Corporation Finance’s Staff Legal Bulletin No. 19.

We urge all persons who are res ponsible 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
possessio n 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 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, 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 t o 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 effecti veness 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 Rule  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 pr oposed
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 of the
registration statement.

Please contact Jessica Livingston  at 202-551-3448 o r me at  202-551-3434 with any
questions.

Sincerely,

 /s/ Michael Clampitt

Michael Clampitt
Senior Counsel

Kevin J. Helmick
Farmers National Banc Corp .
August 4 , 2015
Page 3

 cc:. J. Bret Treier, Esq . (Via E-mail)

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Acceleration Request

 VIA EDGAR

August 4, 2015

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Washington, D.C.
20549-7010

Attention:

Michael Clampitt

Senior Counsel

Re:
Farmers National Banc Corp.

Registration Statement on Form S-4

Filed July 17, 2015,

As Amended on July 31, 2015

File No. 333-205725

 Dear Mr. Clampitt:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Farmers National Banc Corp.
(the “Registrant”) hereby requests that the effectiveness pursuant to the Securities Act of its Registration Statement on Form S-4 filed with the Securities and Exchange Commission on July 17, 2015, and as amended on July 31,
2015 (the “Registration Statement”), be accelerated to 4:00 p.m., Eastern Daylight Time, on August 6, 2015. In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

•

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

•

The Registrant may not assert staff comments or 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.

 Michael Clampitt

August 4, 2015

 Page 2

 Please contact J. Bret Treier of Vorys, Sater, Seymour and Pease LLP with any questions you
may have concerning this request. In addition, please notify Mr. Treier when this request for acceleration has been granted.

Sincerely,

/s/ Kevin J. Helmick

 Kevin J. Helmick

President and Chief Executive Officer

 cc: J. Bret Treier, Esq., Vorys, Sater, Seymour and Pease LLP

July 29 , 2015
Kevin J. Helmick
President and Chief Executive Officer
Farmers National Banc Corp.
20 South Broad Street, Canfield, Ohio 44406

Re: Farmers National Banc Corp.
Registration Statement on Form  S-4
Filed  April 17, 2015
 File No. 333-205725

Dear Mr.  Helmick :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .

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 review ing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Opinion of TSOH’s Financial Advisor, page 36

1. Please revise to disclose  the actual transaction fee pa yable  to Boenning  for delivery of its
fairness opinion , and the portion of the fee that is subject to the closing of the merger .

Interests of TSOH Directors and Executive Officers in the Merger, page 42

2. Please provide all of the disclosure required by I tem 18(a)(5) Form S -4, including disclosure
of material terms of the employment arrangement with the target’s current president and
chief executive o fficer.  In addition, disclose any compensation to be paid to any officer or
director from any compensation plan or employment agreement resulting from the merger.

Material U.S. Federal Income Tax Consequences of the Merger, page 42

3. Please r evise the last paragraph on page 42 and the second paragraph on page 44 to clarify
that the merger “will be ” a Section 3 68(a) reorganization and that shareholders will recognize
no gain or loss for shares received and state that you filed the tax opinions as exhibits to the

Kevin J. Helmick
Farmers National Banc Corp .
July 29 , 2015
Page 2

 registration statement.  Make corresponding changes in the Summary section in response to
this commen t.

4. Please revise the language “[ T]his section contains the tax opinions  …” to clarify that the
disclosure in t his section of the prospectus  is the opinion of counsel. Revise so  that the
disclosure clearly identifies  and articulate s the opinion s being ren dered.

The Merger Agreement, page 48

5. We note your disclaimer  in the second paragraph stating that the representations and
warranties in the merger agreement `` may be subject to a contractual standard of materiality
different from the standard of materiality generally applicable to statements made by a
corporation to shareholders. . . .´´ Please remove the last sentence of this paragraph  or revise
it to remove any suggestion that the merger agreement, including the representations and
warranties in the agreement, do not constitute public disclosure under the federal securities
laws.

Part II. Exhibits

6. If you are not in a position to file your tax opinion s with the next amendment, please provide
a draft copy for us to review as correspondence.

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 acceleration of the effective date
of the pending regist ration statement please provide  a written s tatement 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;

 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.

Kevin J. Helmick
Farmers National Banc Corp .
July 29 , 2015
Page 3

 Please refer to Rule  461 regarding requests for  accelerati on.  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 of the
registration statement.

Please contact Jessica Livingston  at 202-551-3448 o r me at  202-551-3434 with any
questions.

Sincerely,

 /s/ Michael Clampitt

Michael Clampitt
Senior Counsel

cc:. J. Bret Treier, Esq . (Via E-mail)

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

May 7, 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, As Amended on April 29, 2015,

and May 6, 2015

 File
No. 333-202822

 Dear Ms. McHale:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Farmers National Banc Corp.
(the “Registrant”) hereby requests that the effectiveness pursuant to the Securities Act of its Registration Statement on Form S-4 filed with the Securities and Exchange Commission on March 17, 2015, and as amended on April 29, 2015, and
May 6, 2015 (the “Registration Statement”), be accelerated to 4:00 p.m., Eastern Daylight Time, on May 8, 2015. In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

•

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

•

The Registrant may not assert staff comments or 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.

 Kathryn McHale

 May
7, 2015

 Page 2

 Please contact J. Bret
Treier of Vorys, Sater, Seymour and Pease LLP with any questions you may have concerning this request. In addition, please notify Mr. Treier when this request for acceleration has been granted.

Sincerely,

 /s/ Kevin J. Helmick

Kevin J. Helmick

President and Chief Executive Officer

 cc: J. Bret Treier, Esq., Vorys, Sater, Seymour and Pease LLP

May 5, 2015

Via E -mail
Kevin J. Helmick
President and CEO
Farmers National Banc Corp.
20 South Broad Street
Canfield, OH 44406

Re: Farmers National Banc Corp.
Form 10 -K for Fiscal Year Ended December 31, 2014
Filed February 27, 2015
File No. 001 -35296

Dear Helmick :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

cc: J. Bret Treier, Esq.

CORRESP
1
filename1.htm

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

  Page
 2

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

  Page
 3

 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

  Page
 4

 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

  Page
 5

 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

  Page
 6

 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

  Page
 7

 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

  Page
 8

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

April 13, 2015

Via E -mail
Kevin J. Helmick
President and CEO
Farmers National Banc Corp.
20 South Broad Street
Canfield, OH 44406

Re: Farmers National Banc Corp.
  Registration Statement on Form S-4
Filed  March 17, 2015
  File No.  333-202822
  Form 10 -K for Fiscal Year Ended December 31, 2014
  File No. 001 -35296

Dear Mr. Helmick :

We have limited our review of your above referenced filings  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 th e
requested information  including, if applicable, a draft of your proposed disclosure s to be made in
future filings .  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.

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.

Kevin J. Helmick
Farmers National Banc Corp.
April 13, 2015
Page 2

 Exhibit Index

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

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 page s 71 and 77 that the contingent con sideration 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.

 Please tell us in what balance sheet li ne item you present the contingent consideration.

 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 det ermination. Refer to ASC 805 -30-35.

 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.

 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 ful ly attained.

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

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

Kevin J. Helmick
Farmers National Banc Corp.
April 13, 2015
Page 3

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters , page 87

4. Please amend your 10 -K or tell us why  you have incorporated portions of your 2012
proxy, but not your 2015 proxy, in response to Item 201(d) of Regulation S -K. In this
regard we note that Item 201(d)(1) of Regulation S -K requests disclosure “as of the end
of the most recently completed fiscal  year” and that features of your 2012 Equity
Incentive Plan appear to have materially changed since December 11, 2011.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes 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.

In responding to our comments, please provide a written 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 securities laws of the United States.

Notwithstanding our comments, in the event you request acceleration 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;

 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.

Kevin J. Helmick
Farmers National Banc Corp.
April 13, 2015
Page 4

 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 of  the
registration statement.

You may contact William Schroeder, Staff Accountant, at (202) 551 -3294  or Michael
Volley, Staff Accountant, (202) 551 -3437 if you have questions regarding comments on the
financial statements and related matters.  Please  contact Christopher Dunham, Staff Attorney,  at
(202) 551 -3783  or me at (202) 551 -3464  with any other questions.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

cc: J. Bret Treier, Esq.

CORRESP
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Company Acceleration Request

[FARMERS LETTERHEAD]

December 20, 2010

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

Attn: Mr. Justin Dobbie

100 F Street, NE

Washington, D.C. 20549

                   Re:

    Farmers National Banc Corp.

Registration Statement on Form S-1 (File No. 333-167177)

Dear Mr. Dobbie:

              On May 28, 2010, Farmers National Banc Corp. (“Farmers”), filed a Registration Statement
on Form S-1 (Registration No. 333-167177) (the “Registration Statement”),with the Securities and
Exchange Commission (the “Commission”), which was subsequently amended on October 12, 2010,
November 15, 2010, November 23, 2010, December 12, 2010 and December 17, 2010, relative to its
proposed rights offering. Pursuant to Rule 461 of the Securities Act of 1933, as amended (the
“Securities Act”), Farmers respectfully requests that the effectiveness of the Registration
Statement be accelerated to Monday, December 20, 2010, at 3:30 p.m., Eastern Time, or as soon
thereafter as practicable.

              By this letter, the Farmers acknowledges 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;

    •

    the action of the Commission or the Staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve Farmers from its full responsibility for
the adequacy and accuracy of the disclosure in the filing;

    •

    Farmers 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.

Sincerely,

/s/ John S. Gulas

President and Chief Executive Officer

Farmers National Banc Corp.

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December 20, 2010

    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

(Commission File No. 333-)

               The undersigned, as selling agent for certain transactions contemplated by the proposed public
offering of common shares, no par value, of the above-captioned registrant (the “Shares”), hereby
joins in the request of Farmers National Banc Corp. that the effectiveness of the Registration
Statement on Form S-l relating to such Shares (Registration No. 333-167177) be accelerated so that
the Registration Statement will become effective at 3:30 p.m. on Monday, December 20, 2010, or as
soon thereafter as practicable.

    Very truly yours,

    SANDLER O’NEILL + PARTNERS, L.P.,

    By:

    Sandler O’Neill + Partners Corp.,

the sole general partner

    By:

    /s/ Jennifer Docherty

    Name:

    Jennifer Docherty

    Title:

    Authorized Signatory

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J. Bret Treier

Direct Dial (330) 208-1015

Direct Fax (330) 208-1066

Email jbtreier@vorys.com

November 23, 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.

Amendment No. 2 to Registration Statement on Form S-1

Filed November 15, 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 November 5, 2010, related
to Pre-Effective Amendment No. 2 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 rights offering. The following paragraphs include each of your comments
numbered to match the corresponding comment in your letter followed by the Corporation’s response.

Amendment No. 1 to Registration Statement on Form S-1

Cover Page of Prospectus

    1.

    We note your response to our
prior comment 1 and are unable to agree with your analysis.
Please confirm that you will disclose the number of shares of common stock being offered
in an amendment filed prior to use of the prospectus.

Response:

     In response to the Staff’s comment, the Corporation has revised the disclosure provided on the
cover page of the amended Registration Statement to include an estimate of the number of common
shares that the Corporation will issue in the offering, which is based upon the last sale price of
the Corporation’s common shares on the Over-The-Counter Bulletin Board on November 22, 2010. Upon
filing the amended Registration Statement with the estimated common share data, the Corporation
intends to circulate the preliminary prospectus, as permitted by Rule 430 of the Securities Act of
1933, as amended, to a limited number of potential standby investors, all of whom are anticipated
to be accredited investors, who will play an important role in determining the final offering
price. Once the final offering price is determined, the Corporation will update the Registration
Statement by amendment and request acceleration of effectiveness.

Closing

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

    •

    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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

November 19, 2010
 By U.S. Mail and Facsimile to: ( 330) 208- 1066
 Frank L. Paden
President and Secretary
Farmers National Banc Corp.  20 South Broad Street
Canfield, Ohio 44406
Re: Farmers National Banc Corp. Amendment No. 2  to Registration Statement on Form S -1
Filed November 15, 2010 File No.  333-167177
 Dear Mr . Paden :

We have limited our review of your amended 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. 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
inform ation you provide in response to these comments, we may have additional
comments.

Amendment No. 2 to Re gistration Statement on Form S -1
 Cover Page of Prospectus
1. We note your response to our prior comment 1 and are unable to agree with your
analysis.  Pl ease confirm that you will disclose the number of shares of common
stock being offered in an amendment filed prior to use of the prospectus.

Frank L. Paden
Farmers National Banc Corp.
November 19, 2010
Page 2

 Closing Comments
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 1933 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 acceleration 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;
• 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 decl aration 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 req uest 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 of the registration statement.

Please contact Justin Dobbie at (202) 551- 3469 or me at (202) 551 -3434 with any
questions.

     Sincerely,
        Michael R. Clampitt
Senior Attorney Advisor

cc: J. Bret Treier, Esq.

Frank L. Paden
Farmers National Banc Corp.
November 19, 2010
Page 3

John M. Saganich, Esq.
Vorys, Sater, Seymour and Pease LLP
(By facsim ile)

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    106 South Main St.

    Suite 1100

    Akron, Ohio 44308

    VORYS

    Vorys, Sater, Seymour and Pease LLP

    330.208.1000 | www.vorys.com

    Legal Counsel

    Founded 1909

J. Bret Treier

Direct Dial (330) 208-1015

Direct Fax (330) 208-1066

Email jbtreier@vorys.com

November 15, 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.

Amendment No. 1 to Registration Statement on Form S-1

Filed October 12, 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 November 5, 2010, related
to Pre-Effective Amendment No. 1 (“Amendment No. 1”) 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 rights offering. The following
paragraphs include each of your comments numbered to match the corresponding comment in your
letter followed by the Corporation’s response.

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

VORYS

Legal Counsel

U.S. Securities and Exchange Commission

November 15, 2010

Page 2

Amendment No. 1 to Registration Statement on Form S-1

Cover Page of Prospectus

    1.

    We note your response to our prior comment 1. Please confirm that you do not intend to
use the prospectus prior to the effective date of the registration statement. In the
alternative, please confirm that you will disclose the number of shares of common stock
being offered in an amendment filed prior to use of the prospectus. Refer to Rule 430 of
the Securities Act.

Response:

     In response to the Staff’s comment, the Corporation does not anticipate distributing a
preliminary prospectus other than to a limited number of potential standby investors, all of whom
are anticipated to be accredited investors. Only the final prospectus will be disseminated more
broadly to potential investors in the rights offering. Under the circumstances, the Corporation
submits that its proposed use of a preliminary prospectus, that does not contain share numbers, is
consistent with the requirements of Rule 430 under the Securities Act of 1933, as amended (the
“Act”).

     Rule 430 allows the use of a preliminary prospectus which “contains substantially the
information required by the Act and the rules and regulations thereunder. . . except for the
omission of information with respect to the offering price, underwriting discounts or commissions,
discounts or commissions to dealers, amount of proceeds, conversion rates, call prices, or other
matters dependent upon the offering price.” In the present situation, the Corporation has
determined to seek up to $15,000,000 in additional capital, but the number of common shares
necessary to allow it to raise that amount of capital will depend on the offering price. In turn,
as disclosed on pages 16 and 39 of the amended Registration Statement, the negotiations that the
Corporation expects to have with prospective standby investors are one of the key factors that will
be used in determining the offering price.

     As reflected on the cover page of the amended Registration Statement, the Corporation proposes
to include language on the cover page of any preliminary prospectus indicating that it is seeking
up to $15,000,000 through the sale of common shares in the offering. The Company understands that
the Staff has previously permitted the use of a preliminary prospectus disclosing the overall
dollar size of an equity offering, without disclosing the number of shares to be offered. Even if
the Staff has determined that it will no longer allow this practice generally, the Corporation
believes that in a situation like this one, where the preliminary prospectus will be circulated to
a limited number of potential standby investors who will play an important role in determining the
offering price, the number of common shares to be offered should continue to be regarded as
information that may be omitted from a preliminary prospectus under Rule 430.

VORYS

Legal Counsel

U.S. Securities and Exchange Commission

November 15, 2010

Page 3

    2.

    You state that you propose to sell shares to standby investors “following the
completion of this offering.” Please tell us if you plan to complete this standby offering
pursuant to an exemption from registration. If so, please explain why you believe such an
exemption is available.

Response:

     In response to the Staff’s comment, the Corporation has revised the disclosure on the cover
page of the amended Registration Statement to clarify that the sale of shares to standby investors
will be made following the completion of the rights offering to the Corporation’s current
shareholders. As indicated on pages 16 and 35 of the amended Registration Statement, because the
Corporation’s governing documents currently provide shareholders with preemptive rights, the
Corporation must complete the rights offering prior to selling any of the remaining registered
common shares to standby investors. All common shares sold to standby investors will be
registered on the Registration Statement and sold to standby investors at the same price as offered
to the Corporation’s current shareholders in the rights offering. The 2,053,126 shares being made
available to standby investors are treasury shares, which may be issued without compliance with the
preemptive rights described above.

Prospectus Summary, page 1

    3.

    Please include a recent developments section that discusses your third quarter 2010
results. In your discussion, please address asset quality, including non-performing loans
and allowance for loan losses, as compared to prior periods. Please also discuss the
number of loans whose terms have been extended but are not characterized as non-performing
loans or troubled debt restructuring.

Response:

     The Corporation notes that since the time it filed Amendment No.1, the Corporation has filed
its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010, which includes
the information requested by the Staff’s comment. Consequently, in response to the Staff’s
comment, the Company has updated the disclosure provided under the caption “WHERE YOU CAN FIND MORE
INFORMATION” (page 52 of the amended Registration Statement) to incorporate by reference into the
Registration Statement the Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2010. In addition, the Corporation notes that it does not have any loans not
characterized as non-performing or troubled debt restructuring with terms that have been extended.

VORYS

Legal Counsel

U.S. Securities and Exchange Commission

November 15, 2010

Page 4

Our Capital Requirements, page 5

    4.

    Please update your disclosure to include September 30, 2010 capital ratios. Please
also discuss what actions you have taken to date to comply with your agreement with the OCC
regarding minimum capital requirements.

Response:

     In response to the Staff’s comment, the Corporation has revised the disclosure provided under
the caption “PROSPECTUS SUMMARY — Our Capital Requirements” (page 5 of the amended Registration)
to include the Corporation’s updated capital ratios as of September 30, 2010 and to describe the
actions the Corporation has taken since February 2010 to help it meet the Office of the Comptroller
of the Currency’s individual minimum capital requirements.

Standby Purchase Agreements, page 42

    5.

    You state the obligations of the standby investors are subject to certain conditions.
Please disclose all such conditions.

Response:

     In response to the Staff’s comment, the Corporation has revised the disclosure provided under
the caption “STANDBY PURCHASE AGREEMENTS” (pages 45 of the amended Registration Statement) to
disclose all conditions to the obligations of any standby investors to purchase the Corporation’s
common shares.

Use of Proceeds, page 43

    6.

    We note your response to our prior comment 4. Please quantify the approximate amount
of proceeds intended to be used for each purpose.

Response:

     In response to the Staff’s comment, the Corporation has revised the disclosure provided under
the captions “PROSPECTUS SUMMARY — Our Capital Requirements” (page 5 of the amended Registration
Statement) and “USE OF PROCEEDS” (page 45 of the amended Registration Statement) to disclose the
approximate amount of proceeds the Corporation intends to use for each purpose.

VORYS

Legal Counsel

U.S. Securities and Exchange Commission

November 15, 2010

Page 5

Closing

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

    •

    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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

November 5, 2010
 By U.S. Mail and Facsimile to: ( 330) 208- 1066
 Frank L. Paden
President and Secretary
Farmers National Banc Corp.  20 South Broad Street
Canfield, Ohio 44406
Re: Farmers National Banc Corp. Amendment No. 1 to Registration Statement on Form S -1
Filed October 12 , 2010
File No.  333-167177
 Dear Mr . Paden :

We have limited our review of your amended 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 re quested 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
informat ion you provide in response to these comments, we may have additional
comments.

Amendment No. 1 to Re gistration Statement on Form S -1
 Cover Page of Prospectus
1. We note your response to our prior comment 1.  Please confirm that you do not
intend to use the prospectus prior to the effective date of the registration statement.  In the alternative, please confirm that you will disclose the number of shares of common stock being offered in an amendment filed prior to use of the prospectus.  Refer to Rule 430 of the Securities Act.

Frank L. Paden
Farmers National Banc Corp.
November 5, 2010
Page 2

2. You state that you propose to sell shares to standby investors “following the completion of this offering.”  Please tell us if you plan to completely this standby offering pursuant to an exemption from registration.  If so, please ex plain why
you believe such an exemption is available.

Prospectus Summary, page 1
3. Please include a recent developments section that discusses your third quarter
2010 results.  In your discussion, please address asset quality, including non-performing loan s and allowance for loan losses, as compared to prior periods.
Please also discuss the number of loans whose terms have been extended but are not characterized as non -performing loans or troubled debt restructurings.

Our Capital Requirements, page 5
4. Please update your disclosure to include your September 30, 2010 capital ratios.
Please also discuss what actions you have taken to date to comply with your
agreement with OCC regarding minimum capital requirements.

 Standby Purchase Agreements, page 42
5. You state that the obligations of the standby investors are subject to certain
conditions.  Please disclose all such conditions.

Use of Proceeds, page 43
6. We note your response to our prior comment 4.  Please quantify the approximate
amount of proceeds inte nded to be used for each purpose.

 Closing Comments
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 1933 and all applicabl e 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 acceleration 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

Frank L. Paden
Farmers National Banc Corp.
November 5, 2010
Page 3

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 fr om 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 state ment. Please allow adequate time for us to review any amendment
prior to the requested effective date of the registration statement.

Please contact Justin Dobbie at (202) 551- 3469 or me at (202) 551 -3434 with any
questions.

     Sincerely,
        Michael R. Clampitt
Senior Attorney Advisor

cc: J. Bret Treier, Esq.
John M. Saganich, Esq.       Vorys, Sater, Seymour and Pease LLP
(By facsimile)

CORRESP
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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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

June 16, 2010

By U.S. Mail and Facsimile to: (330) 208-1066

Frank L. Paden  President and Secretary  Farmers National Banc Corp.  20 South Broad Street  Canfield, Ohio 44406
Re: Farmers National Banc Corp.
Registration Statement on Form S-1 Filed May 28, 2010 File No. 333-167177
 Dear Mr. Paden:

We have limited our review of your registra tion 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 be tter understand your disclosure.
 Please respond to this letter by am ending 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 th ese comments, we may have additional
comments.

Registration Statement on Form S-1

 Cover Page of Prospectus

 1. Please revise to state the number of shar es of common stock being offered.  Refer
to Item 501(b)(2) of Regulation S-K.
 2. We note the disclosure on page 5 rega rding the recently agreed to minimum
capital requirements for Farmers Bank.  Please tell us, with a view towards

Frank L. Paden
Farmers National Banc Corp.
June 16, 2010 Page 2

revised cover page disclosure, if a primary purpose of this offering is to satisfy the
agreement with your regulator  regarding minimum capital.

Prospectus Summary, page 1

 Our Capital Requirements, page 4

 3. You disclose that effective February  2, 2010, the OCC proposed, and your board
accepted, certain individual minimum cap ital 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, plea se 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 Ba nk.  Please reconcile that disclosure
with the disclosure on page 5 that the OCC “proposed” and your board “accepted”
those requirements.
 Use of Proceeds, page 17

4. Item 504 of Regulation S-K requires you to state the principal purposes for which
the net proceeds to 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 us ing the proceeds of this offering to
satisfy certain individual minimum cap ital 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 impr ove its regulator y capital position.
 Closing Comments

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 1933 and all applicable  Securities Act rule s require. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
 Notwithstanding our comments, in the ev ent you request acceleration of the
effective date of the pending registration st atement please provide a written statement
from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority,

Frank L. Paden
Farmers National Banc Corp. June 16, 2010 Page 3

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 comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

Please refer to Rules 460 and 461 regard ing requests for acc eleration. We will
consider a written request for acceleration of the effective date of the registration statement as confirmation of th e fact that those requesting acc eleration are aware of their
respective responsibilities unde r the Securities Act of 1933 a nd the Securities Exchange
Act of 1934 as they relate to the proposed public  offering of the securi ties specified in the
above registration statement. Please allow adeq uate time for us to review any amendment
prior to the requested effective da te of the registration statement.

Please contact Justin Dobbie at (202) 551-3469 or me at (202) 551-3434 with any
questions.

     S i n c e r e l y ,          Michael R. Clampitt
Senior Attorney Advisor
cc: J. Bret Treier, Esq.
John M. Saganich, Esq.       Vorys, Sater, Seymour and Pease LLP
(By facsimile)

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

   September 3, 2009

 By U.S. Mail and Facsimile to: (330) 533-0451

Carl D. Culp Executive Vice President and Chief Financial Officer Farmers National Banc Corp. 20 South Broad Street Canfield, OH  44406

Re: Farmers National Banc Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2008  Form 10-Q for the Quarterly Period Ended March 31, 2009  Form 10-Q for the Quarterly Period Ended June 30, 2009  File No. 000-12055

Dear Mr. Culp:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
Sincerely,

Christian Windsor Special Counsel

CORRESP
1
filename1.htm

corresp

September 2, 2009

VIA EDGAR AND FACSIMILE

Christian Windsor

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549

    Re:

    Farmers National Banc Corp.

Form 10-K for the Fiscal Year Ended December 31, 2008

Form 10-Q for the Quarterly Period Ended June 30, 2009

File No. 000-12055

Dear Mr. Windsor:

This letter is in response to your letter dated August 20, 2009, regarding Farmers National Banc
Corp.’s (the “Corporation”) Form 10-K for the fiscal year ended December 31, 2008 and the Form 10-Q
for the period ended June 30, 2009. Your correspondence of August 20, 2009 was in response to our
responsive letter dated July 13, 2009. In addition to the Corporation’s response, we have also
included the Staff’s comments.

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 11. Executive Compensation

Definitive Proxy Statement on Schedule 14A

Potential Payments Upon Termination or Change in Control, page 14

    1.

    We note your response to prior comment 5 that you will disclose all termination
scenarios in the table in future filings. Please provide us with a draft of your proposed
disclosure based upon a December 31, 2008 termination or change in control date.

Response: Attached as Exhibit A is a sample disclosure of the compensation due to
termination. Please note that as of December 31 of each year, pursuant to the employment contract
of each executive officer no vacation shall accrue to the executive officer. The Executive
Incentive Compensation Plan is based upon calendar year results and therefore allocation of such
compensation for each executive officer as of December 31 is the full year for such compensation
plan. See Exhibit A.

This information shall be included in future filings of the Corporation requiring such disclosure
regarding Executive Compensation.

Form 10-Q for the Quarterly Period Ended June 30, 2009

Part I — Item 4.Controls and Procedures

    2.

    Please file an amended Form 10-Q that includes the disclosure required by this item.

Response: An amended Form 10-Q was filed on August 28, 2009 which provided disclosure for
Part I — Item 4. Controls and Procedures.

This information shall be included in future filings of the Corporation.

The Corporation acknowledges that:

    •

    the Corporation is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    staff comments or changes in disclosures in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

    •

    the Corporation may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under federal securities laws of the United States.

If you have any further comments or questions related to our response, please contact the
undersigned. Thank you for your consideration.

Sincerely,

Farmers National Banc Corp.

    By:
    /s/ Carl D. Culp

    Carl D. Culp, Chief Financial Officer

EXHIBIT A

Potential Payments upon Termination or Change in Control

     The Bank has entered into an employment agreement with each of the executive officers as
described in the section above entitled “EMPLOYMENT CONTRACT OF EXECUTIVES”. See also the section
“Deferred Compensation Agreements.”

     Under the employment agreement, if the executive’s employment is terminated by the Bank
“without cause”, or by executive for “good cause” (as defined in the agreement) or if a change in
control of the Corporation occurs and the executive is not offered a position that is substantially
similar in terms of duties, responsibilities, pay and benefits, the executive shall receive (i) a
lump sum payment payable within 30 days of termination equal to any unused vacation time, (ii) 72
bi-monthly severance installment payments equal to the greater of (A) the bi-monthly installment
payment in executive’s Employment Agreement in effect as of the date hereof (* see below for
payment amounts), or (B) 1/24 of his highest annual salary in effect within 12 months of
termination, less appropriate withholdings and (iii) that amount earned for participation in the
Executive Incentive Compensation Plan or other similar programs then in effect on a pro-rata basis
for a portion of the incentive period preceding termination.

     Upon termination due to disability or death, executive’s estate will be entitled to a lump sum
payment equal to any unused vacation time and that amount earned for participation in the Executive
Incentive Compensation Plan or any other similar program then in effect on a pro-rata basis for the
portion of the inventive period preceding death or disability.

     The following table lists the named executives and the estimated amounts they would have
become entitled to receive upon termination or a change of control if such event had occurred on
December 31, 2008.

    Bank terminates

    Bank terminates

    executive’s

    Total

    executive’s

    Executive’s

    employment without

    Compensation

    employment for

    employment is

    cause

    prior to termination

    cause or executive

    terminated due to

    or by executive for

    or a change in

    terminates without

    disability or death

    good reason or upon

    Name

    control (1)

    good reason (2)

    (3)

    change in control (4)

    Frank L. Paden (5)

    287,950

    —

    —

    754,867

    Carl D. Culp

    164,373

    —

    —

    445,863

    Donald F. Lukas (5)

    168,824

    —

    —

    426,027

    Mark L. Graham

    133,797

    —

    —

    365,864

    John S. Gulas

    102,470

    —

    —

    540,345

    (1)

    See “Summary Compensation Table — Fiscal 2008 and Fiscal 2007” above.

    (2)

    If the Bank terminates any of the named Executive Officers for cause or
executive terminates his employment without good reason, the Bank shall have no
obligations to pay severance to the executive after the date of termination.

    (3)

    Unused vacation time at the time of disability or death and a pro-rata portion
of his portion of the 2008 Executive Incentive Compensation Plan.

    (4)

    Total value is comprised of the following three sums:

    Each of the executive officer’s unused vacation time is equal to $0.

    72 bi-monthly installment payments of the following: Mr. Paden’s bi-monthly
installment payment is equal to $9,942; Mr. Culp’s bi-monthly installment payment is
equal to $5,867; Mr. Graham’s bi-monthly installment payment is equal is $4,821 and
Mr. Gulas’ bi-monthly installment payment is equal to $7,292.

    Mr. Paden’s pro-rata portion of the 2008 Executive Incentive Compensation Plan is
equal to $39,043; Mr. Culp’s pro-rata portion of the 2008 Executive Incentive
Compensation Plan is equal to $23,439; Mr. Graham’s pro-rata

    portion of the 2008 Executive Incentive Compensation Plan is equal to $18,752; and
Mr. Gulas’ pro-rata portion of the 2008 Executive Incentive Compensation Plan is
equal to $15,321.

    Mr. Lukas’ change of control payment would be covered by his March 2001 Employment
Agreement. It is equal to three times his salary of $134,196. Mr. Lukas’ pro-rata
portion of the 2008 Executive Incentive Compensation Plan is equal to $23,439.

    (5)

    In addition to the compensation listed, upon retirement, Mr. Paden and Mr.
Lukas are entitled to receive additional compensation pursuant to their respective
Deferred Compensation Agreement. See “Deferred Compensation Agreements” above.

     Upon termination for any reason, each of the executive officers shall be subject to a one-year
non-compete which shall prevent such individual from working for a competitor of the Corporation or
the Bank unless such executive’s term of employment was not renewed.

     Upon termination for any reason, each of the executive officers shall be subject to a one-year
non-solicitation of customers which shall prevent such individual from soliciting business from any
customer or client of the Bank at the time of executive’s termination.

     Upon termination for any reason, each of the executive officers shall be subject to a two-year
non-solicitation of employees which shall prevent such individual from employing, attempting to
employ or soliciting for employment any individual who is employed by the Bank at the time of
executive’s termination.

     The Compensation Committee of the Board of Directors has approved the terms of each of the
executive’s officers employment contracts.

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

   August 20, 2009

 By U.S. Mail and Facsimile to: (330) 533-0451

Carl D. Culp Executive Vice President and Chief Financial Officer Farmers National Banc Corp. 20 South Broad Street Canfield, OH  44406

Re: Farmers National Banc Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2008  Form 10-Q for the Quarterly Period Ended June 30, 2009  File No. 000-12055

Dear Mr. Culp:

We have reviewed the above referenced filing and related materials and your
response letter July 13, 2009 and have the following comment.  Where indicated, we think your documents should be revised.  If you disagree, we will consider your explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explanation.   Please understand that the purpose of our re view 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.

Carl D. Culp
Farmers National Banc Corp.
August 20, 2009 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2008

 Item 11.  Executive Compensation

 Definitive Proxy Statement on Schedule 14A

 Potential Payments Upon Termination or Change in Control, page 14

 1. We note your response to prior comment 5 that you will disclose all termination
scenarios in the table in future filings.  Please provide us with a draft of your
proposed disclosure based upon a December 31, 2008 termination or change in control date.
 Form 10-Q for the Quarterly Period Ended June 30, 2009

 Part I – Item 4.  Controls and Procedures

 2. Please file an amended Form 10-Q that in cludes the disclosure required by this
item.
 Closing Comments

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Your respons e letter should key your responses to our
comments, indicate your intent to include the requested revision in future filings, provide
a draft of your proposed disclo sure and provide any requested  information.  We may have
additional comments after reviewing your response.
 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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 a ny action with respect to the filing;
and

Carl D. Culp
Farmers National Banc Corp. August 20, 2009 Page 3

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal securities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Please contact Michael Seaman at (202)  551-3366 or me at (202) 551-3419 with
any questions.
Sincerely,

Christian Windsor Special Counsel

CORRESP
1
filename1.htm

FORM CORRESP

July 13, 2009

VIA EDGAR AND FACSIMILE

Christian Windsor

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

    Re:

    Farmers National Banc Corp.

Form 10-K for the Fiscal Year Ended December 31, 2008

Form 10-Q for the Quarterly Period Ended March 31, 2009

File No. 000-12055

Dear Mr. Windsor:

This letter is in response to your letter dated June 29, 2009, regarding Farmers National Banc
Corp.’s (the “Corporation”) Form 10-K for the fiscal year ended December 31, 2008 and the Form 10-Q
for the period ended March 31, 2009. In addition to the Corporation’s response, we have also
included the Staff’s comments.

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 9A. Controls and Procedures, page 10

    1.

    Please tell us if there were any changes in your internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule
15d-15 under the Exchange Act that occurred during your fourth fiscal quarter of 2008 or your
first fiscal quarter of 2009 that has materially affected, or is reasonably likely to
materially affect, your internal control over financial reporting. See Item 308(c) of
Regulation S-K. Please indicate in your response letter that you will revise your disclosure
to include the appropriate Item 308(c) disclosure in future filings and include a draft of
your proposed language.

Response: There were no changes in our internal controls over financial reporting that
occurred during the fourth fiscal quarter of 2008 or the first fiscal quarter of 2009 that has
materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting. We will revise our disclosure in future filings to include the language
required by Item 308(c) of Regulation S-K. A draft of the proposed language follows:

July 10, 2009

SEC Comment Letter Response

Page 2 of 8

There were no changes in the Corporation’s internal control over financial reporting (as defined in
Rule 13a — 15(f) under the Exchange Act) that occurred during the fiscal quarter ended June 30,
2009, that have materially affected, or are reasonably likely to materially affect, the
Corporation’s internal control over financial reporting.

Item 11. Executive Compensation

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis and Report of Compensation Committee, page 7

    2.

    Please tell us why you have not disclosed the performance targets utilized in determining the
performance-based cash incentive awards for your named executive officers for the 2008 fiscal
year. For example, you have not disclosed the four specific “benchmarks” that are described
on page 9. To the extent you believe that disclosure of the historical performance targets is
not required because it would result in competitive harm such that the targets could be
excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide a detailed
supplemental analysis supporting your conclusion. In particular, your competitive harm
analysis should clearly explain the nexus between disclosure of the performance objectives and
the competitive harm that is likely to result from disclosure. Refer to Item 402(b)(2)(v) of
Regulation S-K and Regulation S-K Compliance and Disclosure Interpretation 118.04.

Response: Based on the Staff’s comments including phone conversations we provide the
following response: The performance targets delineated below were used as part of the
performance-based incentive compensation for 2008. The targets were established by the
Compensation Committee for the four benchmarks used in awarding performance-based cash incentives
and are described below and we will to the extent required under Item 402(b) include such targets
within our analysis of performance-based compensation in future filings:

    •

    Minimum increase in the net operating income of the Bank before payment of
taxes and accounting for gains (or losses) on the sale or impairment of
securities. For 2008, our target increase was $8.1 million, which was a target
increase of 12.50% from year-end December 31, 2007 of $7.2 million.

    •

    Annualized yield on the average earning assets of the Bank as compared to
its peer group as reported in the Uniform Bank Performance Report. For 2008,
our base line percentile for this benchmark was in the 4th percentile of
our peer group. The performance target established for 2008 was an
improvement/increase from the 4th percentile to the 20th
percentile.

    •

    Cost of interest bearing deposits and other borrowings of the Bank as
compared to the Bank’s national peer group as reported in the Uniform Bank
Performance Report. For 2008, our base line percentile for this benchmark was
the 25th percentile. The performance target established for 2008 was an
improvement/increase from the 25th percentile to the 20th
percentile.

July 10, 2009

SEC Comment Letter Response

Page 3 of 8

    •

    Total average loan and deposit growth of the Bank. For 2008, our target
increase was an average loan growth of 5% year-over-year and a deposit growth rate
of 3% year-over-year.

     In our future filings, we will disclose and explain the annual performance targets utilized in
determining the performance-based cash incentive awards to the extent required under Item 402(b) of
Regulation S-K. We will continue to evaluate any performance targets to determine if they are
material and, if so, whether they involve any confidential commercial or financial information, the
disclosure of which would result in competitive harm. The performance targets may change from time
to time pursuant to approval of the Board of Directors and the Compensation Committee. Any such
changes and the factors involved therein will be described in our future proxy statements.

    3.

    We note your disclosure on page 10 that the Compensation Committee does not engage in any
benchmarking of compensation. However, we also note that two of the four targets utilized in
setting performance-based cash incentive awards (annualized yield on average earning assets
and cost of interest bearing deposits and other borrowings) are compared to a peer group.
Please identify the component companies that make up the peer group and the basis for
selecting the peer group. Refer to Item 402(b)(2)(xiv) of Regulation S-K and Regulation S-K
Compliance and Disclosure Interpretation 118.05.

Response: The component companies that make up the peer group utilized in setting
performance-based cash incentive awards under the 2008 Incentive Compensation Plan were chosen as a
result of their comparable asset size. The peer group includes the 1,211 insured commercial banks
having assets between $300 million and $1 billion as identified in Peer Group #3 in the Uniform
Bank Performance Report, and in particular to those banks that fall within the percentile for each
objective. For the second benchmark (annualized yield on average earning assets), we were in the
4th percentile of our peer banks as of December 31, 2007 and for the third benchmark
(costs of interest bearing deposits and other borrowings of the Bank) we were in the
25th percentile of our peer banks. We will revise our disclosure in future filings to
include such information and descriptive explanations of the peer groups as required under Item
402(b)(2)(xiv) of Regulation S-K.

Employment Contracts with Executives, page 13

    4.

    Revise your disclosure to accurately describe the employment agreements with your executive
officers. In this regard, we note that Mr. Paden’s employment agreement provides for
severance payments if his employment is terminated by him “for good cause” or by the bank
“without good reason.” However, the disclosure in your proxy statement implies that the only
circumstance under which he would receive severance payments is following a change of control
if he is not offered a substantially similar position.

Response: In response to the Staff’s comment, we advise the Staff that the form of
employment agreement for the Corporation’s executive officers was originally filed as Exhibit 10.1
to the Corporation’s Form 8-K, filed on December 30, 2008, and described therein. In our future
filings, the narrative section on Page 13 of the 2009 Proxy Statement describing the

July 10, 2009

SEC Comment Letter Response

Page 4 of 8

Employment Agreements will be amended as follows to be consistent with the terms of the executive
officers employment agreements for severance payments:

The Corporation has entered into employment contracts with Frank L. Paden, Carl D. Culp, and Mark
L. Graham in December of 2008 and John S. Gulas in January of 2009. Due to upcoming retirement,
Donald F. Lukas did not enter into a revised agreement and he is currently employed pursuant to the
terms of his March 2001 employment contract. The Corporation desires to provide for the continued
employment of these executives resulting in continuity of management for the future. With the
exception of Mr. Lukas, the revised employment contracts for each respective executive officer are
substantially identically and provide the following terms and conditions of employment:

    •

    Each executive shall have a term of employment commencing on the date of the employment
contract and continuing for a period of 36 months. The term of the contract shall
automatically be renewed in 36-month increments, unless written notice of termination is
provided by either party at least 90 days prior to the expiration of the then current term.
The agreement shall continue until terminated pursuant to its terms.

    •

    The base salary of each executive will be reviewed by the Bank on an annual basis.

    •

    Each executive is eligible to participate in the Executive Incentive Compensation Plan,
according to terms and conditions applicable to all other executives and the stock option
plan of the Registrant and any successor plan.

    •

    Each agreement also contains customary provisions regarding post-employment competition
and anti-solicitation, vacations, insurance and expense reimbursements.

    •

    The executive may be terminated without cause provided that 30 days’ advance written
notice is provided to the other party and for cause without advance notice as that term is
described in the agreement.

    •

    If the executive’s employment is terminated by the Bank “without cause”, or by executive
for “good cause” or a change in control of the Corporation occurs and the executive is not
offered a position that is substantially similar in terms of duties, responsibilities, pay
and benefits, in addition to the above compensation, the executive shall receive (i) a lump
sum payment payable within 30 days of termination equal to any unused vacation time, (ii)
72 bi-monthly severance installment payments equal to the greater of (A) the bi-monthly
installment payment in executive’s Employment Agreement in effect as of the date hereof (*
see below for payment amounts), or (B) 1/24 of his highest annual salary in effect within
12 months of termination, less appropriate withholdings and (iii) participation in the
Executive Incentive Compensation Plan or other similar programs then in effect on a
pro-rata basis for a portion of the incentive period proceeding termination.

July 10, 2009

SEC Comment Letter Response

Page 5 of 8

    •

    If the executive’s employment is terminated “for cause” by the Bank or by the executive
“without cause” the executive is not entitled to any severance payments. Upon termination
for disability or death, the executive or the executive’s estate is entitled to receive
only a lump sum payment for unused vacation time and a pro-rata participation in the
Executive Incentive Compensation Plan.

We will revise our disclosure in future filings to include such information and attach copies of
such agreements where required under Item 601(b)(10) of Regulation S-K

Potential Payments upon Termination or Change in Control

    5.

    In future filings, revise this table to include all termination scenarios that would trigger
payments or other benefits, not just payments upon a change of control. See Item 402(j) of
Regulation S-K.

Response: The Staff’s comment is noted and we will disclose the required information in the
table as required by Item 402(j) of Regulation S-K in our future filings.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Definitive Proxy Statement on Schedule 14A

Indebtedness of Management, page 15

    6.

    Please confirm, and revise future filings to disclose, if accurate, that the loans to
executive officers, directors and their associates were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for comparable loans
with persons not related to the lender. Refer to Instruction 4(c) to Item 404(a) of
Regulation S-K.

Response: The loans to executive officers, directors and their associates were made on
substantially the same terms, including interest rates and collateral, as those prevailing at the
time for comparable loans with persons not related to Farmers National Bank. Future filings will
disclose the requirements as indicated in Instruction 4(c) to Item 404(a) of Regulation S-K.

Item 15. Exhibits and Financial Statement Schedules, page 43

    7.

    Starting with your next report, include all of your material contracts in the exhibit index.
Also ensure that you have filed each material contract as an exhibit. For example, we note
that your 2008 Executive Incentive Compensation Plan and your stock option plan are not
included as exhibits. Refer to Item 601(b)(10) of Regulation S-K. Additionally, it appears
that adoption of your 2008 Executive Incentive Compensation Plan was never reported on Form
8-K. Please tell us why you concluded that it was not necessary to report that event. Also,
advise us if you have adopted an executive incentive compensation plan for 2009.

Response: The Staff’s comment is noted and we will disclose the required information as
required by Item 601(b)(10) of Regulation S-K in our future filings. The 2008 Executive

July 10, 2009

SEC Comment Letter Response

Page 6 of 8

Compensation Plan was an informal plan as adopted by the Compensation Committee and described on
Page 8-9 of our definitive Proxy Statement. A formal plan for 2009 has been revised by the
Compensation Committee Plan and will be submitted to the Board of Directors. Upon approval, we
will disclose the plan in our next Form 8-K and include a copy of the plan as required under Item
601(b)(1) of Regulation S-K in our future filings.

Signatures

    8.

    See General Instruction D to Form 10-K and revise future filings to comply with its
requirement that the Form 10-K that the Form 10-K be signed by Farmers National Banc Corp.,
and on behalf of Farmers National Banc Corp. by your principal executive officer, your
principal financial officer, and your controller or principal accounting officer.

Response: As required by General Instruction D to Form 10-K, all future 10-K filings will
be signed by the Corporation’s principal executive officer, the principal financial officer and the
controller.

Exhibit 13

Summary of Loan Loss Experience, page 14

    9.

    Please revise your future filings to provide the disclosures with respect to your nonaccrual,
past due and restructured loans required by Item III (B) of Industry Guide 3. Provide us with
your proposed disclosures for the five year period ended December 31, 2008. Additionally,
given the significant increase in your nonperforming loans and the current credit environment,
please consider providing this information separately for each loan category in addition to
providing such disclosures in your interim periods beginning

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 June 29, 2009

 By U.S. Mail and Facsimile to: (330) 533-0451

Carl D. Culp Executive Vice President and Chief Financial Officer Farmers National Banc Corp. 20 South Broad Street Canfield, OH  44406

Re: Farmers National Banc Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2008  Form 10-Q for the Quarterly Period Ended March 31, 2009  File No. 000-12055

Dear Mr. Culp:

We have reviewed the above referenced filing and related materials and have the
following comments.  Where indicated, we th ink your documents shoul d be revised.  If
you disagree, we will consider your explanation as to why our comments are 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 of your proposed disclosure.  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 have additional comments.   Please understand that the purpose of our re view 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.

Carl D. Culp
Farmers National Banc Corp.
June 29, 2009 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2008

 Item 9A.  Controls a nd Procedures, page 10

1. Please tell us if there were any changes in your internal c ontrol over financial
reporting identified in connection with th e evaluation required by paragraph (d) of
Rule 13a-15 or Rule 15d-15 under the Ex change Act that occurred during your
fourth fiscal quarter of 2008 or your first fiscal quarter of 2009 that has materially
affected, or is reasonably likely to materi ally affect, your internal control over
financial reporting.  See It em 308(c) of Regulation S-K.   Please indicate in your
response letter that you will revise your disc losure to include the appropriate Item
308(c) disclosure in future filings and include a draft of your proposed language.

Item 11. Executive Compensation
 Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis and Re port of Compensation Committee, page 7

2. Please tell us why you have not disclose d the performance targets utilized in
determining the performance-based cas h incentive awards for your named
executive officers for the 2008 fiscal year .  For example, you have not disclosed
the four specific “benchmarks” that ar e described on page 9.  To the extent you
believe that disclosure of the historic al performance targets is not required
because it would result in competitive ha rm such that the targets could be
excluded under Instruction 4 to Item 402( b) of Regulation S-K, please provide a
detailed supplemental analysis supporting your conclusion.  In particular, your competitive harm analysis should clearly ex plain the nexus between disclosure of
the performance objectives and the competitiv e harm that is likely to result from
disclosure.  Refer to Item 402(b)(2)(v)  of Regulation S-K and Regulation S-K
Compliance and Disclosure Interpretation 118.04.
 3. We note your disclosure on page 10 that the Compensation Committee does not
engage in any benchmarking of compensation.  However, we also note that two of
the four targets utilized  in setting performance-ba sed cash incentive awards
(annualized yield on average earning assets and cost of interest bearing deposits
and other borrowings) are compared to  a peer group.  Please identify the
component companies that make up the peer group and the basis for selecting the peer group.  Refer to Item 402(b)(2)(xiv)  of Regulation S-K and Regulation S-K
Compliance and Disclosure Interpretation 118.05.

Carl D. Culp
Farmers National Banc Corp.
June 29, 2009 Page 3  Employment Contracts with Executives, page 13

 4. Revise your disclosure to accurately desc ribe the employment agreements with
your executive officers.  In this rega rd, we note that Mr. Paden’s employment
agreement provides for severance payments  if his employment is terminated by
him “for good cause” or by the bank “without good reason.”  However, the
disclosure in your proxy st atement implies that th e only circumstance under
which he would receive severance payments is following a change of control if he
is not offered a substantially similar position.
 Potential Payments upon Termination or Change in Control

 5. In future filings, revise this table to in clude all termination scenarios that would
trigger payments or other benefits, not just payments upon a change of control.  See Item 402(j) of Regulation S-K.
 Item 13. Certain Relationships and Related Transactions, and Di rector Independence

 Definitive Proxy Statement on Schedule 14A

 Indebtedness of Management, page 15

 6. Please confirm, and revise future filings to  disclose, if accurate, that the loans to
executive officers, directors and their asso ciates were made on substantially the
same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender
.  Refer to Instruction
4(c) to Item 404(a) of Regulation S-K.

Item 15.  Exhibits and Financia l Statement Schedules, page 43

7. Starting with your next report,  include all of your material  contracts in the exhibit
index.  Also ensure that you have filed each  material contract as an exhibit.  For
example, we note that your 2008 Execu tive Incentive Compensation Plan and
your stock option plan are not included as exhibits.  Refer to Item 601(b)(10) of
Regulation S-K.  Additionally, it appear s that adoption of your 2008 Executive
Incentive Compensation Plan was never reported on Form 8-K.  Please tell us why you concluded that it was not necessary to  report that event.  Also, advise us
if you have adopted an executive incentive compensation plan for 2009.

Signatures

8. See General Instruction D to Form 10-K a nd revise future filings to comply with
its requirement that the Form 10-K be signed by Farmers National Banc Corp.,
and on behalf of Farmers National Banc Corp. by your principal executive officer,

Carl D. Culp
Farmers National Banc Corp.
June 29, 2009 Page 4
your principal financial officer, and your  controller or principal accounting
officer.

Exhibit 13

Summary of Loan Loss Experience, page 14

9. Please revise your future filings to provi de the disclosures with respect to your
nonaccrual, past due and restructured loan s required by Item III (B) of Industry
Guide 3.  Provide us with your proposed  disclosures for the five year period
ended December 31, 2008.  Additionally, gi ven the significant increase in your
nonperforming loans and the current cred it environment, please consider
providing this information separately for each loan category in addition to providing such disclosures in your inte rim periods beginning with your Form 10-
Q for the period ended June 30, 2009.
 Exhibits 31.a and 31.b

 10. We note that your certifications included  as Exhibits 31.a and 31.b to your Form
10-K and Form 10-Q contain modifications of the exact form of certification as set forth in Item 601(b)(31) of Regulation S-K.  In particular, the identification of
the certifying individuals at  the beginning of the certificat ions also includes their
titles.  In future filings, please ensure that  the certifications are in the exact form
as set forth in Item 601(b)(31) of Regulat ion S-K, except as otherwise indicated in
Commission statements or staff interpretations.
 Form 10-Q, filed May 11, 2009

Allowance for Loan Losses, page 15

11. We note your disclosures that for impair ed loans your allowance allocation is
generally based on management’s estimate of the fair value of the collateral securing these loans.  Due to the fact that your impaired loans have increased to $6.9 million as of March 31, 2009 from $2.6 million as of December 31, 2008 please confirm whether you use external appr aisals to determine the fair value of
the underlying collateral for impaired loans which are collateral dependent.  If so,
please tell us and revise future filings to address the following:

• How and when you obtain external a ppraisals and how this impacts your
amount and timing of your quarterly and annual periodic loan provision(s) and
charge-offs;
• The typical timing surrounding the recogni tion of a collateral dependent loan
as non-performing and impaired, when you order and receive an appraisal, and the subsequent recogniti on of any provision or relate d charge-off.  In this

Carl D. Culp
Farmers National Banc Corp.
June 29, 2009 Page 5
regard, tell us if there have been any significant time lapses during this
process; and

• Whether you have charged-off an amount different from what was determined
to be the fair value of the collateral as  presented in the appraisal for any period
presented.  If so, please tell us the am ount of the difference and corresponding
reasons for the difference, as applicable.

Closing Comments

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Your respons e letter should key your responses to our
comments, indicate your intent to include the requested revision in future filings, provide
a draft of your proposed disclo sure and provide any requested  information.  We may have
additional comments after reviewing your response.
 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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Carl D. Culp
Farmers National Banc Corp. June 29, 2009 Page 6
You may contact John Spitz, Staff Accountant, at (202) 551-3484, or Amit Pande,
Accounting Branch Chief, at (202) 551-3423 if you have questions regarding any matters relating to the financial statements and related matters.  Please contact Michael Seaman at (202) 551-3366 or me at (202) 551- 3419 with any other questions.

Sincerely,

Christian Windsor Special Counsel