SecProbe.io

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 lcnb20251203_corresp.htm

 LCNB Corp.

 2 North Broadway

 Lebanon, Ohio 45036

 December 3, 2025

 VIA EDGAR

 Eric Envall

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Finance

 100 F Street NE

 Washington, D.C. 20549

 Re:

 LCNB Corp.

 Registration Statement on Form S-3

 File No. 333-290468

 Dear Mr. Envall:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, LCNB Corp., an Ohio corporation (the “Registrant”), hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be accelerated to 9:00 a.m., Eastern time, on December 8, 2025, or as soon thereafter as practicable.

 Please contact Michael G. Dailey, Esq. of Dinsmore & Shohl LLP, counsel to the Registrant, at (513) 977-8644 with any questions you may have concerning this letter, or if you require any additional information. Please notify Mr. Dailey when this request for acceleration of effectiveness of the Registration Statement has been granted.

 Very truly yours,

 LCNB Corp.

 By: /s/ Eric J. Meilstrup

 Name: Eric J. Meilstrup

 Title: Chief Executive Officer

September 29, 2025
Eric Meilstrup
President and Chief Executive Officer
LCNB Corp.
2 North Broadway
Lebanon, OH 45036
Re:LCNB Corp.
Registration Statement on Form S-3
Filed September 23, 2025
File No. 333-290468
Dear Eric Meilstrup:
            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
cc:Michael Dailey

United States securities and exchange commission logo
June 26, 2024
Robert C. Haines
Executive Vice President and Chief Financial Officer
LCNB Corp.
2 North Broadway
Lebanan, Ohio 43036
Re:LCNB Corp.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-35292
Dear Robert C. Haines:
            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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Document

LCNB Corp.

PO Box 59

Lebanon OH   45036-0059

June 18, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Sarmad Makhdoom and Marc Thomas

    Re: LCNB Corp.

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

      File No. 001-35292

Dear Mr. Makhdoom and Mr. Thomas:

This letter is in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in your comment letter dated June 6, 2024, related to the Annual Report on Form 10-K for the year ended December 31, 2023 filed by LCNB Corp. (the “Company”). For your convenience, we have reproduced and italicized your comments with responses below each numbered comment.

Item 1.A Risk Factors

Risks Related to LCNB's Operations

LCNB's loan portfolio includes a substantial amount of commercial and industrial loans and

commercial real estate loans - page 19

1.We note your disclosure that 64.3% of your total loans relate to commercial real estate. Further, we note your disclosure on page 72 that the commercial real estate loans include loans secured by a variety of commercial, retail and office buildings, religious facilities and hotels, among others. Please revise your disclosures, in future filings, to further disaggregate the composition of your owner occupied and non-owner occupied CRE loan portfolio by type (e.g., by office, hotel, religious facilities, etc.) and other characteristics (e.g., current weighted average and/or range of loan-to-value ratios, occupancy rates, etc.) material to an investor’s understanding of your CRE loan portfolio.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that, in future filings the Company will revise its disclosures to further disaggregate the composition of its CRE loan portfolio by type and other characteristics. Specifically, the Company expects to disaggregate the CRE portfolio by property type codes and by geographic location of the CRE loan.

2.In addition, please revise to describe the specific details of any risk management policies, procedures or other actions undertaken by management, to the extent applicable, for your CRE lending in response to the current environment.

RESPONSE: The Company will enhance disclosure in future filings by describing specific details of its risk management policies, procedures and other actions taken to respond to the current economic environment. Specifically, the Company expects to describe its procedures for monitoring CRE concentrations in specific

industries and discuss applicable risks related to select industries. If the Company changes the underwriting or monitoring processes of CRE loans, those changes will be addressed.

General Risk Factors

Economic conditions in LCNB’s market areas could adversely affect its financial condition and

results of operations - page 22

3.We note that LCNB conducts its operations from offices that are located in nine Southwestern Ohio counties, in Franklin County, Ohio, and in Boone County, Kentucky, from which substantially all of its customer base is drawn. Please revise your disclosures, in future filings, to provide more quantitative details regarding your geographic exposure, within your commercial real estate portfolio, to these counties.

RESPONSE: The Company, in future filings, will revise its disclosures to further quantify detail regarding any material geographic exposure within the CRE portfolio. Specifically, the Company expects to enhance disclosure by providing the CRE portfolio concentration within the nine Southwestern Ohio counties, in Franklin County, Ohio, and in Boone County, Kentucky.

If you or any other member of the Staff has any further questions or comments concerning the Company’s responses, please contact me at 513-932-1414.

Sincerely,

/s/ Robert C. Haines II

Robert C. Haines II

Executive Vice President & Chief Financial Officer

United States securities and exchange commission logo
June 6, 2024
Robert C. Haines
Executive Vice President and Chief Financial Officer
LCNB Corp
2 North Broadway
Lebanan, Ohio 43036
Re:LCNB Corp
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-35292
Dear Robert C. Haines:
            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 1.A Risk Factors
Risks Related to LCNB's Operations
LCNB's loan portfolio includes a substantial amount of commercial and industrial loans and
commercial real estate loans..., page 19
1.We note your disclosure that 64.3% of your total loans relate to commercial real estate.
Further, we note your disclosure on page 72 that the commercial real estate loans include
loans secured by a variety of commercial, retail and office buildings, religious facilities
and hotels, among others. Please revise your disclosures, in future filings, to further
disaggregate the composition of your owner occupied and non-owner occupied CRE loan
portfolio by type (e.g., by office, hotel, religious facilities, etc.) and other characteristics
(e.g., current weighted average and/or range of loan-to-value ratios, occupancy rates, etc.)
material to an investor’s understanding of your CRE loan portfolio.
2.In addition, please revise to describe the specific details of any risk management policies,
procedures or other actions undertaken by management, to the extent applicable, for your

 FirstName LastNameRobert C. Haines
 Comapany NameLCNB Corp
 June 6, 2024 Page 2
 FirstName LastName
Robert C. Haines
LCNB Corp
June 6, 2024
Page 2
CRE lending in response to the current environment.
General Risk Factors
Economic conditions in LCNB's market areas could adversely affect its financial condition and
results of operations., page 22
3.We note that LCNB conducts its operations from offices that are located in nine
Southwestern Ohio counties, in Franklin County, Ohio, and in Boone County, Kentucky,
from which substantially all of its customer base is drawn. Please revise your disclosures,
in future filings, to provide more quantitative details regarding your geographic exposure,
within your commercial real estate portfolio, to these counties.
            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 Sarmad Makhdoom at 202-551-5776 or Marc Thomas at 202-551-3452
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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CORRESP

 LCNB Corp.

2 North Broadway

 Lebanon, Ohio
45036

 February 21, 2024

 VIA EDGAR

Aisha Adegbuyi

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

100 F Street NE

 Washington, D.C. 20549

   

 Re:

LCNB Corp.

Registration Statement on Form S-4, As Amended on February 21, 2024

File No. 333-276841

 Dear Ms. Adegbuyi:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, LCNB Corp., an Ohio corporation (the “Registrant”),
hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be accelerated to 4:00 p.m., Eastern time, on February 23, 2024, or as soon thereafter as practicable.

Please contact Christian Gonzalez, Esq. of Dinsmore & Shohl LLP, counsel to the Registrant, at (614)
628-6921 with any questions you may have concerning this letter, or if you require any additional information. Please notify Mr. Gonzalez when this request for acceleration of effectiveness of the
Registration Statement has been granted.

Very truly yours,

LCNB Corp.

By:

/s/ Eric J. Meilstrup

Name:

Eric J. Meilstrup

Title:

President & Chief Executive Officer

United States securities and exchange commission logo
February 13, 2024
Eric J. Meilstrup
President & CEO
LCNB Corp.
2 North Broadway
Lebanon, OH 45036
Re:LCNB Corp.
Registration Statement on Form S-4
Filed February 2, 2024
File No. 333-276841
Dear Eric J. Meilstrup:
            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 Aisha Adegbuyi at 202-551-8754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Christian Gonzalez, Esq.

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LCNB Corp.

2 North Broadway

Lebanon, Ohio 45036

August 10, 2023

VIA EDGAR

Aisha Adegbuyi

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street NE

Washington, D.C. 20549

 Re: LCNB Corp.

Registration
Statement on Form S-4, As Amended on August 10, 2023

File No. 333-273606

Dear Ms. Adegbuyi:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, LCNB Corp., an Ohio corporation (the “Registrant”), hereby requests that the
effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be accelerated to 4:00 p.m.,
Eastern time, on August 11, 2023, or as soon thereafter as practicable.

Please contact Christian Gonzalez,
Esq. of Dinsmore & Shohl LLP, counsel to the Registrant, at (614) 628-6921 with any questions you may have concerning this letter,
or if you require any additional information. Please notify Mr. Gonzalez when this request for acceleration of effectiveness of the Registration
Statement has been granted.

    Very truly yours,

    LCNB Corp.

    By:
     /s/ Eric J. Meilstrup

    Name:
     Eric J. Meilstrup

    Title:
    President & Chief Executive Officer

United States securities and exchange commission logo
August 9, 2023
Eric Meilstrup
President & Chief Executive Officer
LCNB Corp.
2 North Broadway,
Lebanon, Ohio 45036
Re:LCNB Corp.
Registration Statement on Form S-4
Filed August 2, 2023
File No. 333-273606
Dear Eric Meilstrup:
            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 Aisha Adegbuyi at 202-551-8754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Christian Gonzalez

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Acceleration Request

 LCNB Corp.

2 North Broadway

 Lebanon, Ohio
45036

 March 6, 2018

 VIA EDGAR

 Christopher Dunham

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street NE

 Washington, D.C. 20549

Re:
LCNB Corp.

 Registration Statement on Form S-4

 Filed February 21, 2018, As Amended on March 6, 2018

File Number 333-223119

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, LCNB Corp., an Ohio corporation (the “Registrant”), hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration
Statement be accelerated to 4:15 p.m., Eastern time, on March 8, 2018, or as soon thereafter as practicable.

 Please notify J. Eric
Quinn, Esq. of Dinsmore & Shohl LLP, counsel to the Registrant, at (513) 977-8606 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this
acceleration request.

LCNB Corp.

By:

/s/ Robert C. Haines II

Name:

Robert C. Haines II

Title:

 Executive Vice President & Chief

Financial Officer

Mail Stop 4720

February 27, 2018

Steve P. Foster
President and Chief Executive Officer
LCNB Corp.
2 North Broadway
Lebanon, OH 45036

Re: LCNB Corp.
  Registration Statement on Form S-4
Filed  February 21, 2018
  File No.  333-223119

Dear Mr. Foster :

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 Christopher Dunham, Staff Attorney, at (202) 551 -3783  with any
questions .

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Acting Assistant Director
Office of Financial Services

cc: J. Eric Quinn , Esq.

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.

LCNB Corp.

2 North Broadway

Lebanon, Ohio 45036

August 2, 2016

VIA EDGAR

Era Anagnosti

Division of Corporation Finance

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, D.C. 20549

Re:

LCNB Corp.

Registration Statement on Form S-3

Filed July 20, 2016

File Number 333-212599

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, LCNB Corp., an Ohio corporation (the “Registrant”), hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be accelerated to 4:15 p.m., Eastern time, on August 4, 2016, or as soon thereafter as practicable.  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 company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

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

Please notify J. Eric Quinn, Esq. of Dinsmore & Shohl LLP, counsel to the Registrant, at (513) 977-8606 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

LCNB Corp.

By:

/s/ Robert C. Haines II

Name: Robert C. Haines II

Title: Chief Financial Officer

Mail Stop 4720

July 27, 2016

Via E -mail
Steve P. Foster
President and Chief Executive Officer
LCNB Corp.
2 North Broadway
Lebanon, OH  45036

Re: LCNB Corp.
  Regis tration Statement on Form S -3
Filed July 20, 2016
  File No. 333-212599

Dear Mr. Foster :

This is to advise you that we have not  reviewed  and will not review your registration
statement .

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.

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 wit h 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.

Steve P. Foster
LCNB Corp.
July 27, 2016
Page 2

 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 registered securities .

Please  contact David Lin , Staff Attorney,  at (202) 551 -3552 with any question s.

Sincerely,

/s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: Robert C. Haines, II
J. Eric Quinn, Esq.

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LCNB Corp.

2 North Broadway

Lebanon, Ohio 45036

August 29, 2013

VIA EDGAR

Mark Webb

Division of Corporation Finance

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, D.C. 20549

Re:

LCNB Corporation

Registration Statement on Form S-3

Filed August 13, 2013, As Amended on August 26, 2013

File Number 333-190577

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, LCNB Corp., an Ohio corporation (the “Registrant”), hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be accelerated to 4:15 p.m., Eastern time, on September 3, 2013, or as soon thereafter as practicable.  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 company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

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

Please notify Susan B. Zaunbrecher, Esq. of Dinsmore & Shohl LLP, counsel to the Registrant, at (513) 977-8171 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

LCNB Corp.

By: /s/ Robert C. Haines II

Name: Robert C. Haines II

Title: Chief Financial Officer

August 20 , 2013

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

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

Dear Mr. Haines :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

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

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

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

4. Unless you indicate that these two conditions are met, it appears you should indicate that
the broker -dealer affiliates are underwriters.  Please revise accordingly, or tell us why
you don’t believe any broker -dealer affiliate offering shares for resale is unable to make
the above representations is not acting as an underwriter.  We may have further comment.
5. With respect to each selling shareholder  that is not a natural person, please revise to
identify the natural person or persons who exercise sole or shared voting and/or
dispositive powers over the securities.
Exhibit 5.1
6. We note that the opinion states that the shares will be validly issued, fully paid and
nonassessable  upon the selling shareholders’ exercise of the warrants.  Please tell us how
the warrants may be exercised.  Revise to add an assumption that the warrants have been
exercised in accordance with the document that governs such exercise (i.e., the Warrant
Agreement).  For more information, refer to Section II.B.2.h. of Staff Legal Bulletin No.
19.
7. Please delete the third assumption in the third paragraph on pag e 1 of the legal opinion.
It is not appropriate  to assume that the issuance of the shares does not violate any
applicable law or is in conformity with the articles of incorporation and regulations.  For
more information, refer to Section II.B.3. of Staff Legal Bulletin No. 19.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceler ation of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not  foreclose the Commission from taking any action with respect
to the filing;

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

  the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility f or
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting accelerati on are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequat e time  for us to review any amendment prior to the requested effective date of the
registration statement.

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

Sincerely,

 /s/ Christian Windsor

 Chris tian Windsor
 Special Counsel

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

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LCNB CORP.

2 North Broadway

Lebanon, Ohio 45036

November 27, 2012

VIA EDGAR

Mark Webb

Legal Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re:

LCNB Corporation

Registration Statement on Form S-4

Filed October 29, 2012

File number 333-184627

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, LCNB Corp., an Ohio corporation (the “Registrant”), hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be accelerated to 6:00 a.m., Eastern time, on November 29, 2012, or as soon thereafter as practicable.  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 company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

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

Please notify Susan B. Zaunbrecher, Esq. of Dinsmore & Shohl LLP, counsel to the Registrant, at (513) 977-8171 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

LCNB Corp.

By:

/s/ Stephen P. Wilson

Name:

Stephen P. Wilson

Title:

Chief Executive Officer and Chairman of the Board

November 21 , 2012

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

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

Dear Mr. Wilson :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments .

General

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

Cover Page

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

Material federal income tax consequences, page 40

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

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

Where You Can Find More Information, page 64

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

Exhibits

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

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the informat ion the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures t hey have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, a cting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

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

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

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

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

Sincerely,

 /s/Mark Webb

 Mark Webb
Legal Branch Chief

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

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

        July 20, 2010

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

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

Dear  Mr. Wilson :

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

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

Sincerely,

Mark Webb
Branch Chief
Financial Services Group

CORRESP
1
filename1.htm

Converted by EDGARwiz

LCNB CORP.

2 North Broadway

Lebanon, Ohio 45036

July 19, 2010

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

ATTN: Mr. Mark Webb

Re:

LCNB Corp.

Form 10-K

Filed February 23, 2010

File No. 000-26121

Dear Mr. Webb:

This letter is in response to your letter dated June 30, 2010 in which the Securities and Exchange Commission provided comments to LCNB Corp.’s Annual Report on Form 10-K filed with the Commission on February 23, 2010.  To facilitate your review, we have included the Commission’s comments below with our responses to those comments in bold.

Additionally, we have not included sample disclosures for the requested revisions as you indicated in your telephone conversation on July 8, 2010 with myself and our counsel, Brian C. Griffith, that such sample disclosures are unnecessary.

Response To Comments Regarding LCNB Corp.’s Annual Report on Form 10-K for Fiscal Year Ended December 31, 2009

Item 1. Business, page 4

1.

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

The requested revision will be included in future filings.

2.

In future filings, disclose here or in your MD&A:

·

the risks inherent in your various loan types, noting which are higher risk,

·

the underwriting policies for the loan types,

·

the interest rate terms, fixed or variable, of your loans, and

Mr. Mark Webb

July 19, 2010

Page 2

____________________________

·

what percentage of total loans each loan type represents in your portfolio for the past 3 years, noting any material changes or trends.

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

The requested revision will be included in future filings.

Item 10. Directors, Executive Officers & Corporate Governance

Board Leadership Structure and Risk Management, page 14

1.

In future filings, provide the disclosure required by Item 407(h) of Regulation S-K. Specifically, disclose whether LCNB has a lead independent director and what specific role the lead independent director plays in the leadership of the board. Also indicate why LCNB has determined that its leadership structure is appropriate given the specific characteristics or circumstances of the registrant.

The requested revision will be included in future filings.

Item 13. Certain Relationships and Related Transactions, page 14

2.

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

The requested revision will be included in future filings.  Additionally, although its Annual Report on Form 10-K for Fiscal Year Ended December 31, 2009 filed with the Commission on February 23, 2010 did not fully indicate such compliance, LCNB Corp. was in compliance with the revised disclosure regarding all loans during the reporting period covered by the Annual Report.

In connection with the response to the Commission’s comments, LCNB Corp. hereby acknowledges the following:

·

LCNB Corp. is responsible for the adequacy and accuracy of the disclosure in the filing;

·

The Commission’s 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

·

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

Mr. Mark Webb

July 19, 2010

Page 3

____________________________

If the Commission has any additional comments or questions regarding any matters discussed in this response letter, please do not hesitate to contact the undersigned at (513) 932-1414 or Brian C. Griffith, Dinsmore & Shohl LLP, at (513) 977-8321.

Sincerely,

/s/Robert C. Haines, II

Robert C. Haines, II

Executive Vice President and

Chief Financial Officer

LCNB Corp.

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

Mail Stop 4720
        June 30 , 2010

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

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

Dear  Mr. Wilson :

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

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

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

Item 1. Business, page 4

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

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

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

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

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

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

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

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

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

disclosure in the filing to be certain that the filing includes all information required under
the Securities Exchange Act of 1934 and that they have provided all inform ation
investors require for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

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

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

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

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

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

Sincerely,

Mark Webb
Branch Chief
Financial Services Group