INSIDE FRONT COVER

BOARD OF DIRECTORS

Picture of Board of Directors


William D. Stewart, Chairman of Farmers National Banc Corp. and
of the Farmers National Bank of Canfield

Richard L. Calvin, Vice Chairman of Farmers National Banc Corp.
and of the Farmers National Bank of Canfield

Frank L. Paden, President and Secretary of Farmers National Banc
Corp.; President and Chief Executive Officer of the Farmers
National Bank of Canfield

Benjamin R. Brown, President - Castruction Co.

Joseph O. Lane, President - Lane Funeral Homes, Inc. and Lane
Life Corp.

David C. Myers, President - Myers Equipment Corp.

Edward A. Ort, President - Ort Furniture Manufacturing Co.

Ronald V. Wertz, President - Boyer Insurance Inc.



                                           HIGHLIGHTS OF 1996

                         Selected Financial Data (In Thousands except Per Share Data)

                                                                                                   Percent
For the Year                                                  1996                        1995              Change
                                                                                                   
  Net Income                                                  $4,131                     $3,576             15.52%
  Return on Average Assets                                      1.27%                      1.20%             5.83%
  Return on Average Equity                                     11.60%                     11.45%             1.31%

Per Share
  Net Income                                                   $1.22                      $1.09 *           11.93%
  Book Value                                                   10.51                      10.33 *            1.74%

Balances at Year-End
  Assets                                                    $338,112                   $314,229              7.60%
  Securities                                                  47,079                     47,333             -0.54%
  Net Loans                                                  263,504                    229,249             14.94%
  Deposits                                                   283,811                    267,955              5.92%
  Stockholders Equity                                         34,809                     33,976              2.45%
  Shares Outstanding                                           3,311                      3,290 *            0.64%
  Cash Dividends                                               1,455                      1,268             14.75%

<FN>
  * Adjusted to reflect weighted outstanding shares and adjusted for stock dividends and 2-for-1 stock split.
</FN>



                         FORM 10-K                                            

  A copy of the Annual Report filed with the Securities and                   
Exchange Commission will be available on April 1, 1997
without charge upon written request to:                                       

     Mr. Carl D. Culp, Treasurer                                              
     Farmers National Banc Corp.
     20 South Broad St. P.O. Box 555                                          
     Canfield, Ohio 44406
                                                                              
     Mailing address and phone:
     Farmers National Banc Corp.                                              
     20 South Broad St. P.O. Box 555
     Canfield, Ohio 44406                                                     
     Phone:  (330) 533-3341
                                                                              
  The Annual Meeting of the Shareholders of Farmers
National Banc Corp. will be held at Colonial Catering at                      
429 Lisbon St. Canfield, Ohio on Thursday, March 27,
1997 at 3:30 p.m.

           TABLE OF CONTENTS

Highlights of 1996                1

Report to Stockholders          2-5

Officers                          6

Description of Business           7

Selected Financial Data        8-11

Management's Discussion       12-19

Stock Prices and Dividends       20

Accountant's Report              21

Financial Data                22-36



PRESIDENT'S LETTER TO STOCKHOLDERS

Dear Shareholders:

	The year 1996 is now a completed chapter in our 109 year
history, a year characterized by corporate-wide achievements and
individual milestones that light the way for our transition into
the coming century.  



        Farmers National Bank has a history of growth and success
no other locally owned bank can match. This past year marks the
fifteenth consecutive year that the Bank has been able to
increase both assets and net income over the previous year. 
With great pleasure I share some of the highlights and
accomplishments of your company that were attained in 1996.



FINANCIAL PERFORMANCE

	Net income for the year reached a record high of $4.13 million,
up 15.5 percent over 1995.  Total assets for Farmers National
Banc Corp. at year-end were $338 million, an increase of 7.6
percent over year-end 1995.



	The net income per share was $1.22 per share in 1996 as
compared to $1.09 per share in 1995.  This represents an 11.9
percent increase. Cash dividends paid on Farmers National Banc
Corp. common stock were $.44 per share in 1996, representing a
10 percent increase over a year ago.  These amounts have been
adjusted to reflect the recent two-for-one stock split that was
completed on January 17, 1997.  In addition to the cash
dividends and stock split, the Corporation also paid
shareholders a 2% stock dividend in October 1996.  



	Equity, in the form of capital ratios, is a measure used in
defining safety within the banking industry.  The $34.8 million
in Shareholder Equity gives the Corporation a 10.18 percent Tier
1 capital to average asset ratio -- well above regulatory
measures and near the top percentile in comparison to our peer
group of banks.  Shareholder participation in the Corporation's
Dividend Reinvestment Plan continues to provide a source of
additional capital to the Corporation.  During 1996,
shareholders reinvested cash dividends of $800,000 and made
additional cash contributions in the amount of $1.7 million,
totaling $2.5 million that  was used to purchase shares of
common stock in Farmers National Banc Corp. 



Picture of Bank Staff



	The higher earnings and returns were a result of several
factors.  Net interest income is the major factor that affects
net income.  In 1996, net interest income, before provision for
loan losses, was $14.1 million as compared to $12.3 million in
1995.  This 14 percent increase is a major reason for the
favorable results for 1996.  Total loans increased to record
levels of $266.7 million at year-end 1996, a 15 percent increase
from 1995.  Other factors attributing to our successful results
for 1996 include proper management of interest rate risks,
ongoing monitoring of asset quality, active capital management
and a tight control of overhead expenses. 

	You will note from the financial information outlined in this
report that Farmers National Banc Corp.'s operating and
performance measurements identify continuing positive trends. 
Nineteen hundred and ninety-six was a financially successful
year as detailed in the accompanying review, analysis and
graphs.  This review summarizes careful management of operating
fundamentals, size of our Corporation and shareholder return. 



OPERATIONS

	During 1996, we completed the second phase of a total upgrade
of data processing systems.  This project included a new and
improved delivery system for customer information and the
implementation of a platform automation system for both loans
and new accounts.  These new systems enable the bank to be more
efficient in delivering new products and services.  Rapid
changes in technology continue to challenge all business
entities.  We are committed to investigate and evaluate new and
ongoing technology so that we can better position our Bank for
the future and provide the services and products needed in the
financial service industry.

	Rapid changes in technology continue to challenge all business
entities.  We are committed to investigate and evaluate new and
ongoing technology so that we can better position our bank for
the future and provide the services needed in the financial
service industry.  

	In October 1996, Farmers National Bank negotiated to purchase
certain real estate and equipment located in Damascus, Ohio. 
This site represents the tenth community banking office for
Farmers National Bank.  This former bank office was remodeled
and opened for business on January 6, 1997.  We are excited
about being a part of the Damascus community and look forward to
a long and rewarding relationship. This office is the third
branch bank  that we have opened in the past twenty-four months.


Picture of branch located in Damascus, Ohio


	Farmers National Bank will introduce "The Common Sense Card"
during the first quarter of 1997.  This debit card product will
be made available to all depositors of Farmers National Bank and
is to be used as an alternative to writing a check.  We have
chosen the VISA Check Card as our debit card affiliation because
of it's acceptance and recognition.  Transactions originated
through the debit card will be processed similarly  to a credit
card transaction with the only difference being that funds are
deducted from your checking account rather than a loan advance
on your credit card.  "The Common Sense Card" will automate
transactions and offer the card holder additional features that
I encourage you to utilize.  

	Plans for 1997 also include the introduction of an automated
phone system that will let our customers inquire on their
accounts, transfer funds between accounts, make loan and utility
payments and get current information concerning interest rates
and bank products.  

	Other products and services under study or in the development
stage include home banking through your personal computer, check
imaging and the viability of offering the non-traditional bank
products -- alternative investment products, various types of
insurance, annuities, financial planning and trust services.

	Another product that currently is near completion with plans to
introduce in 1997, is our own WEB SITE page on the Internet. 
When all details are complete, you will be able to access
various information about the bank on the Internet -- our domain
name will be FNB-CANF.COM.  Our long range plan is to provide
our customers  access to the Internet through a server that will
be located in our bank.    

	Our management team is changing elements of operations to take
into account the fundamental changes in the banking industry,
including consolidation and the growing number of activities
that banks engage.  

	As part of our Mission Statement and 1997 Strategic Plan, "...
through the provisions of high quality, modern, progressive, and
a complete line of products and services, The Farmers National
Bank attempts to meet the financial needs of its customers.  Our
corporate mission is to maximize shareholder value and to act as
the financial leader in the communities we serve as a locally
owned, independent community banking organization."



Picture of Bank Staff


	Everyone associated with Farmers National Bank would agree that
1996 was a noteworthy year in the storied history of this
institution. As you recall, at the annual shareholder meeting
held on March 28, 1996, Mr. William D. Stewart announced
significant management changes that were to take place in 1996. 
The major thrusts of his message were changes in the executive
and senior management positions of the bank. This management
succession plan had been in planning over two years ago. The
Board of Directors crafted the final chapter of this plan and
used 1996 as the "transition" year for this new management team
to be fully acclimated in their new positions by March 27, 1997,
the date for this year's annual shareholder meeting.  We have
taken the opportunity to include various photos of this new
management team.  This group of individuals is a very dedicated,
loyal group of individuals that are strongly committed to the
continued success of Farmers National Bank.  This group has many
years of service with Farmers National Bank and each one of them
has had the opportunity to work under the leadership of Mr.
William D. Stewart and Mr. Richard L. Calvin. As planned in the
year of transition, Mr. Stewart and Mr. Calvin both provided
their expertise and knowledge to management as everyone moved
forward in their new roles during 1996.



Picture of William D. Stewart and Richard L. Calvin



	Mr. William D. Stewart, Chairman of the Board and Mr. Richard
L. Calvin, Vice Chairman of the Board will officially step down
as Executive Officers of the Bank at the annual reorganization
meeting that will be held immediately following the Annual
Shareholder Meeting on March 27, 1997.  Combined, these two
individuals have given Farmers National Bank a total of
sixty-four years of service.

	Mr. Stewart started with the bank in 1967. He was elected to
the Board of Directors in 1971 and was appointed as President in
1972, replacing Asa I. Skelton. He served in that capacity until
1996 at which time he was named Chairman of the Board. His
vision and leadership guided Farmers National Bank through a
period of unprecedented growth and expansion.  In 1972, Farmers'
total assets were $43 million and the bank had three offices. 
Mr. Stewart's efforts over the next twenty-three years saw the
bank grow to ten community locations and assets in excess of
$330 million.  Mr. Stewart's accomplishments can be best
recognized as evidenced by the strong community support that
Farmers National Bank has gained through his leadership.
Management, sound and safe business decisions, and his ability
to gain shareholder support and loyalty are achievements that
did not go unnoticed.  Bill will continue to serve on the Board
of Directors.  

	Mr. Calvin was recently recognized for his thirty-five years of
service to Farmers National Bank.  He started with the bank in
1961 and held an officer title until being appointed as
Executive Vice President in 1972 and was elected as a Director
in 1975.  Mr. Calvin was very instrumental in the development of
the bank's branch network. The Austintown Office was opened in
1959 with Mr. Calvin serving as Manager of that office from 1961
to 1975, at which time he moved to the Main Office in Canfield.
In his role as the chief operating officer, Richard guided the
development of the bank as a single back-office system into a
more efficient operating entity able to meet the regulatory
requirements for the banking industry.  Richard, too, will
continue to serve as a Director.

	On a personal note, I want to express my sincere appreciation
to both of these gentlemen.  They have instilled a sense of
pride and honor to all of us working for Farmers National Bank.
Their efforts, loyalty and leadership are characteristics that
will be used to help guide your Corporation in the twenty-first
century.  Thanks for a job well done.  We wish a long and
healthy retirement for both Bill & Wilma and Richard & Corrine,
as they enjoy time with their children and grandchildren.

	In closing, I would like to offer special thanks to our
shareholders, directors, officers, employees and customers for
their loyal patronage of our services and steadfast commitment
to our bank. We are extremely confident as we prepare for the
twenty-first century, and we welcome you to be a part of it.



                                           Sincerely, 


                                           Frank L. Paden
                                           President & CEO



                                   OFFICERS

                    Officers - Farmers National Banc Corp.

William D. Stewart            Richard L. Calvin            Frank L. Paden
    Chairman                    Vice Chairman           President and Secretary

   Carl D. Culp                Donald F. Lukas           Adrianne R. Kempers
Executive Vice President     Senior Vice President            Auditor
   & Treasurer



               Farmers National Bank of Canfield
                      Officers & Management

     Frank L. Paden                        Andrew A. Baird       
     President & CEO                      Assistant Cashier,     
                                        Manager - Data Center    

      Carl D. Culp                        Daniel G. Cerroni
Executive Vice President,                 Assistant Cashier                  
      Cashier & CFO                  Main Office Loan Department                
                                     
     Donald F. Lukas                      Joseph E. Chapman
 Senior Vice President,                   Assistant Cashier,   
      Bank Systems                 Manager - Collection Department  
                                        
  Adrianne R. Kempers                     Merle C. Garritano   
       Auditor                     Assistant Cashier/Consumer Loans   
                                        
    Mark L. Graham                           Diane Moran       
Vice President/Loan Administrator      Mortgage Loan Department     
                                       
   Anthony F. Peluso                        Janine M. Cox    
Vice President/Human Resources          Credit Administration     
                                        
    Alfred F. Ridel                           Joanie Orr   
Vice President/Consumer Loans      General Ledger Accounting Officer 
                                         
  Charles L. Burgoyne                      Phyllis A. Welton
Assistant Vice President,                  Assistant Cashier,               
Loan Review & Compliance              Manager - Bookkeeping Dept.         
                                      
  Bradley S. Henderson                      Gary J. Rosati  
   Assistant Vice President,              Staff Legal Counsel     
Branch Administration & Security                      

    Roy A. Jackson                         Dorothy J. Weeden    
Assistant Vice President,                  Assistant Cashier,            
   Indirect Lending                      Manager - Main Office
                                                                     
   Barbara C. Fisher                      Pamela J. Cleghorn               
  Assistant Vice President,             Manager, Colonial Plaza
Marketing & Deposit Operations                                               
                                                
   Susan E. Miller                        Keith A. Leonard   
   Assistant Vice President,              Assistant Cashier
Corporate Services Administration    Manager - Austintown Office    

    Patricia C. Rosko                      Greg V. Walla
Asst. Manager, Austintown Office     Asst. Manager, Salem Office

     Geraldine J. Gbur                     Jane C. Logan
     Assistant Cashier,              Asst. Manager, Columbiana Office
Manager - Columbiana Office

        Kay A. Hedl                      Lynnita J. Kaschak
 Manager, Leetonia Office              Asst. Manager, Leetonia

     Michele M. Ossoff                     Dennis S. Vitt
  Manager, Damascus Office                Assistant Cashier,
                                     Manager - Lake Milton Office
      
    Jennifer C.Tikkanen                   Robert L. Rozeski
Asst. Manager, Lake Milton Office      Manager, Cornersburg Office

      Barbara L. Sitler                     Larry A. Staub
 Asst. Manager, Cornersburg               Assistant Cashier,
                                     Manager - Western Reserve Office

       Claire F. Baldwin                    Larry E. White
       Asst. Manager,                   Assistant Vice President,
   Western Reserve Office                Manager - Salem Office


Brief Description of Business  

Farmers National Banc Corp.

	     Farmers National Banc Corp. (the "Corporation") is a
one-bank holding company formed under the Bank Holding Company
Act of 1956, as amended, operating under regulations of the
Board of Governors of the Federal Reserve System.  Its principal
subsidiary is The Farmers National Bank of Canfield, which was
acquired March 31, 1983. Presently the Corporation and its
subsidiary operate in one industry, domestic banking.

   	     The Corporation conducts no business activities except
for investment in securities permitted under the Bank Holding
Company Act.  The Board of Directors of the Corporation and the
Bank are identical.  The officers of the Corporation are William
D. Stewart, Chairman, Richard L. Calvin, Vice Chairman, Frank L.
Paden, President and Secretary,  Carl D. Culp, Executive Vice
President and Treasurer,  Donald F. Lukas, Senior Vice
President, and Adrianne R. Kempers, Auditor.

   	     Bank holding companies are permitted under Regulation Y
of the Board of Governors of the Federal Reserve System to
engage in other activities considered closely related to banking
such as leasing and mortgage banking.  The Corporation has no
other subsidiaries engaged in such activities at this time.



The Farmers National Bank of Canfield

	     The Bank is a full service national bank engaged in
commercial and retail banking with the exception of trust
services. The Bank's commercial banking services include
checking accounts, savings accounts, time deposit accounts,
commercial, mortgage and installment loans, night depository,
automatic teller machines, safe deposit boxes, money order
services, travelers checks, government bond sales, food stamp
redemption, utility bill payments, MasterCard and Visa Credit
Cards, and other miscellaneous services normally offered by
commercial banks. In addition, the Bank offers discount
brokerage service through a correspondent bank.



     The Bank's main office is located at 20 South Broad Street,
Canfield, Ohio. Business is conducted at a total of ten (10)
offices located in the counties of Mahoning and Columbiana in
Ohio.  As a national banking association, the Bank is a member
of the Federal Reserve System, subject to supervision and
regulation of the Comptroller of the Currency and its deposits
are insured by the Federal Deposit Insurance Corporation to the
extent provided by law. The Bank is affected also by the
monetary and fiscal policies of the United States and of various
regulatory agencies.	

    

      The Bank competes with state and national banks located in
Mahoning and Columbiana counties.



       The Bank also competes with a large number of other
financial institutions, such as savings and loan associations,
insurance companies, consumer finance companies, credit unions
and commercial finance and leasing companies, for deposits,
loans and service business.  Money market mutual funds,
brokerage houses and similar institutions provide, in a
relatively unregulated environment, many of the financial
services offered by the Bank. In the opinion of management, the
principal methods of competition are the rates of interest
charged for loans, the rates of interest paid for funds, the
fees charged for services and the availability of services.

	     As of  December 31, 1996, the Corporation and its
subsidiary had 178 employees.  The bank considers its relations
with its employees to be satisfactory.



Picture of Exterior of Main Office

GRAPHS AND CHARTS

Line Graph Depicting Total Deposits in Thousands

Year               Amount

1992              $231,671

1993              $240,440

1994              $244,302

1995              $267,955

1996              $283,811


Line Graph Depicting Total Assets in Thousands

Year               Amount

1992              $265,440

1993              $275,385

1994              $284,445

1995              $314,229

1996              $338,112


Line Graph Depicting Return on Average Assets

Year                Rate

1992                1.10%

1993                1.16%

1994                1.22%

1995                1.20% 

1996                1.27% 


Line Graph Depicting Net Income in Thousands

Year               Amount

1992               $2,825

1993               $3,160

1994               $3,424

1995               $3,576

1996               $4,131


Line Graph Depicting Net Loans in Thousands

Year               Amount

1992              $189,813

1993              $200,993

1994              $214,988

1995              $229,249

1996              $263,504


Line Graph Depicting Net Income Per Share

Year                Rate

1992                $0.97

1993                $1.04

1994                $1.09

1995                $1.09 

1996                $1.22


Line Graph Depicting Efficiency Ratio

Year                Rate

1992                56.62%

1993                58.98%

1994                59.66%

1995                59.63% 

1996                56.50% 


Line Graph Depicting Total Stockholders Equity in Thousands

Year               Amount

1992               $22,698

1993               $25,996

1994               $28,915

1995               $33,976

1996               $34,809



                                           SELECTED FINANCIAL DATA

                                     (In Thousands except Per Share Data)

For the years Ending                                               1996     1995     1994     1993     1992
                                                                                       
Summary of Earnings
  Total Interest Income (including fees on loans)                 $24,877  $21,961  $19,731  $20,166  $21,464
  Total Interest Expense                                           10,756    9,688    8,000    8,738   10,273
  Net Interest Income                                              14,121   12,273   11,731   11,428   11,191
  Provision for Credit Losses                                         655      270      330      620    1,310
  Total Other Income                                                1,478    1,342    1,357    1,298    1,270
  Total Other Expense                                               8,883    8,119    7,755    7,473    7,013
  Income Before Federal Income Taxes                                6,061    5,226    5,003    4,633    4,138
  Federal Income Taxes                                              1,930    1,650    1,579    1,473    1,313
  NET INCOME                                                        4,131    3,576    3,424    3,160    2,825

Per Share Data (Note)
  Net Income                                                         1.22     1.09     1.09     1.04     0.97
  Cash Dividends Paid                                                0.44     0.40     0.40     0.38     0.36
  Book Value at Year-End                                            10.51    10.33     9.29     8.90     8.22

Balances at Year-End
  Total Assets                                                    338,112  314,229  284,445  275,385  265,440
  Earning Assets                                                  319,449  294,122  268,724  260,965  248,484
  Total Deposits                                                  283,811  267,955  244,302  240,440  231,671
  Net Loans                                                       263,504  229,249  214,988  200,993  189,813
  Total Stockholder's Equity                                       34,809   33,976   28,915   25,996   22,698

Average Balances
  Total Assets                                                    325,537  297,159  279,839  273,257  256,160
  Total Stockholder's Equity                                       35,629   31,177   27,221   24,557   21,390

Significant Ratios
  Return on Average Assets (ROA)                                     1.27%    1.20%    1.22%    1.16%    1.10%
  Return on Average Equity (ROE)                                    11.60    11.45    12.58    12.85    13.12
  Average Earning Assets/Average Assets                             94.88    94.75    94.91    94.55    94.24
  Net Loans/Deposits                                                92.85    85.56    88.00    83.59    81.93
  Allowance for Credit Losses/Total Loans                            1.20     1.25     1.26     1.29     1.18
  Allowance for Credit Losses/Nonperforming Loans                  152.42   192.87   154.63    97.35    84.69
  Efficiency Ratio                                                  56.50    59.63    59.66    58.98    56.62
  Cash Dividends as a Percentage of Net Income                      35.22    35.46    34.45    33.41    32.83

<FN>
Note:  Per share data is based on weighted average shares outstanding adjusted for stock dividends and 2-for-1 stock split.
</FN>



                                        SELECTED FINANCIAL DATA
                         Average Balance Sheets and Related Yields and Rates
                                       (In Thousands of Dollars)

Years ended December 31,                                  1996                         1995                         1994

EARNING ASSETS

                                               AVERAGE                       AVERAGE                      AVERAGE
                                               BALANCE  INTEREST     RATE    BALANCE  INTEREST    RATE    BALANCE  INTEREST    RATE
                                                                                                    
Loans                                          $250,616  $21,519     8.59%  $221,955  $18,580     8.37%  $210,148  $16,911     8.05%
Taxable securities                               40,334    2,352     5.83     39,167    2,183     5.57     42,352    2,162     5.10
Tax-exempt securities                             7,434      683     9.19      7,266      670     9.22      7,364      651     8.84
Federal funds sold                               10,506      562     5.35     13,181      761     5.77      5,721      234     4.09
Total earning assets                            308,890   25,116     8.13    281,569   22,194     7.88    265,585   19,958     7.51

NONEARNING ASSETS

Cash and due from banks                          11,310                       11,437                       10,610
Premises and equipment                            5,597                        4,671                        4,165
Allowance for Loan Losses                        (2,946)                      (2,897)                      (2,745)
Other assets                                      2,686                        2,379                        2,224
Total Assets                                   $325,537                     $297,159                     $279,839

INTEREST-BEARING LIABILITIES

Time deposits                                  $122,973   $7,095     5.77%  $108,626   $6,205     5.71%   $90,750   $4,298     4.74%
Savings deposits                                 76,182    1,931     2.53     74,752    1,986     2.66     80,969    2,256     2.79
Demand deposits                                  51,890    1,092     2.10     48,267    1,009     2.09     49,280    1,141     2.32
Repurchase agreements                            12,075      497     4.12     10,032      440     4.39      8,832      289     3.27
Borrowings                                        2,651      142     5.36        804       48     5.97        551       16     2.90
Total Interest-Bearing Liabilities              265,771   10,757     4.05    242,481    9,688     4.00    230,382    8,000     3.47

NONINTEREST-BEARING LIABILITIES

Demand deposits                                  22,979                       20,631                       21,224
Other Liabilities                                 1,158                        2,870                        1,012
Stockholder's equity                             35,629                       31,177                       27,221
Total Liabilities and
Stockholders' Equity                           $325,537                     $297,159                     $279,839

Net interest income                                      $14,359                      $12,506                      $11,958
Net interest income to earning assets                                4.65%                        4.44%                        4.50%

<FN>
Fully taxable equivalent basis computed at 35% in 1996, 1995 and 1994.
</FN>



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                   RESULTS OF OPERATIONS                        



Results of Operations

        The Corporation's net income totaled $4,131,415 during 1996, an
increase of 15.52% from $3,576,229 for 1995.  On a per share
basis, net income was $1.22 for 1996 as compared to $1.09 for
1995 and 1994.  Common comparative ratios for results of
operations include the return on average assets and return on
average stockholders equity.  For 1996, the return on average
equity was 11.60% as compared to 11.45% for 1995 and 12.58% for
1994.  The return on average assets was 1.27% for 1996 as
compared to 1.20% and 1.22% for 1995 and 1994, respectively.

	These results of operations are the direct result of
management's concerted efforts to control expenses and increase
interest from our interest bearing assets.  Overall growth in
deposits and the use of those funds in the loan portfolio,
particularly installment and mortgage loans, together with
control over the bank's general expenses have produced these
results.

Net Interest Income

	Net interest income, the principal source of the Corporation's
earnings, represents the difference between interest income on
interest-earning assets and interest expense on interest-bearing
liabilities.  For 1996, net interest income increased $1,848,000
or 15.06% over 1995.  The increase for 1995 was $542,000 or
4.62% over 1994.  Interest-earning assets averaged $308,890,000
during 1996 representing a 9.70% increase over 1995, while 1995
averaged $281,569,000 or a 6.02% increase over 1994.

	The Corporation finances its earning assets with a combination
of interest-bearing and interest-free funds.  The
interest-bearing funds are composed of deposits, short-term
borrowings and long-term debt.  Interest paid for the use of
these funds is the second factor in the net interest income
equation. Interest-free funds, such as demand deposits and
stockholders equity, require no interest expense and, therefore,
contribute significantly to net interest income.

	The profit margin, or spread, on invested funds is a key
performance measure. The Corporation monitors two key
performance indicators - net interest spread and net interest
margin.  The net interest spread represents the difference
between the average rate earned on interest-earning assets and
the average rate paid on interest-bearing liabilities. The net
interest margin represents the overall profit margin:  net
interest income as a percentage of total interest-earning
assets.  This performance indicator gives effect to interest
earned for all investable funds including the substantial volume
of interest-free  funds.  For 1996 the net interest margin,
measured on a fully taxable equivalent basis, totaled 4.65% in
comparison to 4.44% and 4.50% for 1995 and 1994, respectively. 
The increase in net interest income margin in 1996 was due in
part to the increase in the interest rate environment and
increased loan demand. 

	Total interest income was $24,877,000 for 1996 as compared to
$21,961,000 and $19,731,000 for 1995 and 1994, respectively.  
The 13.3% increase in interest income is largely attributed to a
14.94% increase in net loans and an increase in the interest
rate earned from 8.37% to 8.59%.  Net loans were $263,504,000 at
year-end 1996 as compared to $229,249,000 at year-end 1995.

	Total interest expense amounted to $10,757,000 for 1996,
representing an 11.03% increase from 1995 while interest expense
of $9,688,000 for 1995 represents a 21.10% decrease from 1994. 
The increase in interest expense is primarily due to an increase
in the level of time deposits and the average rate paid on these
deposits.  The average balances for time deposits increased by
13.2% over 1995 while the interest rate paid on those deposits
increased by 6 basis points. 

Return on Equity and Assets

Information for the years indicated as follows:        1996     1995     1994

  Net income to average total assets                   1.27%    1.20%    1.22%
  Net income to average equity                        11.60%   11.45%   12.58%
  Dividends per share to net income per share         36.07%   36.04%   34.96%
  Average equity to average total assets              10.94%   10.49%    9.73%


Other Income

  	Other income increased $136,000 or 10.11% from 1995.  Total
other income for 1995 decreased $15,000 or 1.11% from 1994.  The
increase in other income is a result of increased levels of
service charges and fees related to deposit accounts. 
Management continues to explore new products and services that
could increase other income in future years.  


Other Expenses

  	Total other expenses for 1996 increased 9.41% over 1995 as
compared to an increase of 4.69% from 1995 over 1994.   The rise
in other expenses is primarily due to salary and employee
benefits, which increased 15.78% from 1995.  This increase is
the result of hiring additional employees to staff the new
branch offices.  At December 31, 1996, the bank employed 170
full time equivalent employees compared to 154 in 1995.  State
and local taxes also increased 17.05% from 1995.  Management
will continue to closely monitor and keep the increases in other
expenses to a minimum.


Income Taxes

  	Federal income taxes are computed using the appropriate
effective tax rates for each period.  The effective tax rates
are less than the statutory tax rate primarily due to nontaxable
interest and dividend income.  The effective federal income tax
rate was  32% for the periods ending 1996, 1995 and 1994.  



Asset/Liability Management

  	Important considerations in asset/liability management are
liquidity, the balance between interest rate sensitive assets
and liabilities and the adequacy of capital.  Interest rate
sensitive assets and liabilities are those which have yields on
rates subject to change within a future time period due to
maturity of the instrument or changes in market rates.  While
liquidity management involves meeting the funds flow
requirements of the Corporation, the management of interest rate
sensitivity focuses on the structure of these assets and
liabilities with respect to maturity and repricing
characteristics.  Balancing interest rate sensitive assets and
liabilities provides a means of tempering fluctuating interest
rates and maintaining net interest margins through periods of
changing interest rates.  Although the Corporation does not
match each of its interest sensitive assets against specific
interest sensitive liabilities, it does monitor total assets and
liabilities to determine the overall interest rate position over
various time frames.

  	  As of year-end 1996, the Corporation had a negative gap at
both three month and twelve month time periods.  This liability
sensitive position typically produces a favorable contribution
to earnings during a period of decreasing rates. Although in
general rates may rise, the Corporation has the capacity to take
steps to minimize the negative effect of such movement.

	   With the largest amount of interest sensitive assets and
liabilities maturing within twelve months, the Corporation
monitors this area most closely.  The Corporation does not
emphasize interest sensitivity analysis beyond this time frame
because it believes various unpredictable factors could result
in erroneous interpretations.  Early withdrawal of deposits,
prepayments of loans and loan delinquencies are some of the
factors that could have such an effect. In addition, changes in
rates on interest sensitive assets and liabilities may not be
equal, which could result in a change in net margin.


Interest Rate Sensitivity

                                                                      (In Thousands of Dollars)
                                                  December 31, 1996       December 31, 1995       December 31, 1994
                                                    Total Within            Total Within            Total Within
                                                3 month     12 month    3 month     12 month    3 month     12 month
                                                                                            
Total Interest-Sensitive Assets                   $36,137    $105,161     $44,064    $100,658     $36,940     $96,137
Total Interest-Sensitive Liabilities               56,249     112,027      55,706     103,701      53,912      77,970
Total Sensitivity Gap                             (20,112)     (6,866)    (11,642)     (3,043)    (16,972)     18,167
Ratio of Interest-Sensitive Assets to
  Interest-Sensitive Liabilities                     0.64        0.94        0.79        0.97        0.69        1.23


  Interest rate sensitivity management provides some degree of
protection against net interest income volatility. It is not
possible or necessarily desirable to attempt to eliminate this
risk completely by matching interest sensitive assets and
liabilities.  Other factors, such as market demand, interest
rate outlook, regulatory restraint and strategic planning also
have an effect on the desired balance sheet structure.



Liquidity

  The Corporation maintains, in the opinion of management,
liquidity sufficient to satisfy depositors' requirements and
meet the credit needs of customers.  The Corporation depends on
its ability to maintain its market share of deposits as well as
acquiring new funds.  The Corporation's ability to attract
deposits and borrow funds depends in large measure on its
profitability, capitalization and overall financial condition.



  Principal sources of liquidity for the Corporation include
assets considered relatively liquid such as short- term
investment securities, federal funds sold and cash and due from
banks.



  Along with its liquid assets, the Corporation has additional
sources of liquidity available which help to insure that
adequate funds are available as needed. These other sources
include, but are not limited to, loan repayments, the ability to
obtain deposits through the adjustment of interest rates and the
purchasing of federal funds and borrowings on approved lines of
credit at three major domestic banks.  At December 31, 1996, the
Corporation had not borrowed against these lines of credit. 
Management feels that its liquidity position is more than
adequate and will continue to monitor the position on a monthly
basis.  The Corporation also has additional borrowing capacity
with the Federal Home Loan Bank of Cincinnati, as well as access
to the Federal Reserve Discount Window, which provides an
additional source of funds.  Advances outstanding from the
Federal Home Loan Bank at December 31, 1996 amounted to
$1,400,000.  



  Cash flows generated from operating activities increased
19.48% to $6,289,000 in 1996 compared to $5,263,000 in 1995. 
This increase is a result of an increase in total interest
received, as explained in the Net Interest Income section of
this report.  Cash flows used in investing activities increased
128% to $35,715,000 in 1996 compared to $15,681,000 in 1995. 
This is a result of increased loan demand, as net loans
increased 14.9%.  Cash flows provided from financing activities
amount to $18,999,000 as compared to $25,305,000 in 1995. This
drop is a result of a smaller increase in time deposits during
1996 compared to the activity in 1995.


Maturities and Sensitivities of Loans to Interest Rates

  The following schedule shows the composition of loans and the percentage of loans in each category at the dates indicated:

                                                          (In Thousands of Dollars)
Years Ended December 31,              1996              1995                1994                1993                1992
                                                                                            
Commercial, Financial and
 Agricultural                  $26,481      9.9%   $22,677      9.7%   $24,477     11.2%   $24,373     11.9%   $24,572     12.8%
Real Estate-Mortgage           104,389     39.2     98,678     42.5     92,773     42.6     81,726     40.1     73,043     38.0
Installment Loans to
 Individuals                   135,832     50.9    110,805     47.8    100,484     46.2     97,515     48.0     94,432     49.2
Lease Financing                      0      0.0          0      0.0          0      0.0          0      0.0         41      0.0
                               266,702    100.0    232,160    100.0    217,734    100.0    203,614    100.0    192,088    100.0
Less Unearned Income                 0                   0                   0                   0                   1
Total Loans                   $266,702    100.0%  $232,160    100.0%  $217,734    100.0%  $203,614    100.0%  $192,087    100.0%




 The following schedule sets forth maturities based on remaining scheduled
 repayments of principal for various categories of loans listed above as of
 December 31, 1996:

                                          (In Thousands of Dollars)
Types of Loans              1 Year or less      1 to 5 Years        Over 5 years
  Commercial, Financial and
   Agricultural                 $7,143              $2,399             $16,939

  The amounts of commerical, financial and agricultural loans as of December 31,
  1996, based on remaining scheduled repayments of principal, are shown in the
  following table:

                                         (In Thousands of Dollars)
Loan Sensitivities            1 Year or less      Over 1 year           Total
  Floating or Adjustable Rates
   of Interest                  $5,464              $1,740              $7,204
  Fixed Rates of Interest        1,679              17,598              19,277
  Total Loans                   $7,143             $19,338             $26,481


Loan Portfolio

	Outstanding loans increased $34,542,000 or 15% in 1996.  Most
of this  growth occurred in the installment loan portfolio,
which increased from $110,805,000 in 1995 to $135,832,000 in
1996.  Real estate mortgage loans also increased from
$98,678,000 in 1995 to $104,389,000 in 1996 which represents a
6% increase over the past year.

	The bank's consumer loan portfolio represents approximately 51%
of the banks total loans outstanding.  These loans, which
consist of automobile loans, home improvement loan, home equity
lines of credit and credit card plans reported a 23% growth in
1996.  Consumers continue to take advantage of the low interest
rate environment with loans to purchase new automobiles and make
capital improvements to their homes.

	The commercial loan balances outstanding have remained
relatively stable over the past few years.  All commercial loans
are made to local small businesses for various purposes such as
equipment purchases, capital improvements, the purchase of
inventory or general working capital needs.  This portfolio of
$26,481,000 is primarily variable rate loans that play an
important role in the banks monitoring of rate sensitive assets.


Summary of Loan Loss Experience

  The following is an analysis of the allowance for loan and lease losses for the periods indicated:

                                                                 (In Thousands of Dollars)
Years Ended December 31,                                  1996     1995     1994     1993     1992
                                                                               
Balance at Beginning of Year                              $2,911   $2,746   $2,621   $2,274   $1,630
Loan Losses:
  Commercial, Financial and Agricultural                     (75)      (1)    (185)     (69)    (411)
  Real Estate-Mortgage                                       (22)       0        0      (16)     (63)
  Installment Loans to Individuals                          (455)    (275)    (202)    (351)    (332)
  Total Loan Losses                                         (552)    (276)    (387)    (436)    (806)
Recoveries on Previous Loan Losses:
  Commercial, Financial and Agricultural                       9       44       39       36       36
  Real Estate-Mortgage                                        15        0        0        7        0
  Installment Loans to Individuals                           160      127      143      120      104
  Total Recoveries                                           184      171      182      163      140
Net Loan Losses                                             (368)    (105)    (205)    (273)    (666)
Provision Charged to Operations (1)                          655      270      330      620    1,310
Balance at End of Year                                    $3,198   $2,911   $2,746   $2,621   $2,274
Ratio of Net Loan and Lease Losses to Average
  Net Loans and Leases Outstanding                          0.15%    0.05%    0.10%    0.14%    0.36%

<FN>
   (1)  The provisions for possible credit losses charged to
operating expense is based on management's judgment after taking
into consideration all factors connected with the collectability
of the existing loan portfolio.  Management evaluates the loan
portfolio in light of economic conditions, changes in the nature
and volume of the loan portfolio, industry standards and other
relevant factors.  Specific factors considered by management in
determining the amounts charged to operating expenses include
previous credit loss experience, the status of past due interest
and principal payments, the quality of financial information
supplied by loan customers and the general condition of the
industries in the community to which loans have been made.
</FN>


   Provisions charged to operations increased from $270,000 in
1995 to $655,000 in 1996.  The balance in the allowance for
credit losses has increased substantially since 1992 to
$3,198,000 or 1.20% of loans at December 31,1996.  The
substantial increase in provision charged to operations was a
result of  the 15% growth in loans during 1996.   

   The allowance for possible loan and lease losses has been
allocated according to the amount deemed to be reasonably
necessary to provide for the possibility of losses being
incurred within the following categories of loans as of the
dates indicated:



                                                                 (In Thousands of Dollars)
December 31,                                               1996     1995     1994     1993     1992
                                                                               
Commercial, Financial and Agricultural                    $1,873   $1,800   $1,700   $1,692   $1,599
Real Estate-Mortgage                                         263      250      200      170       75
Installment Loans to Individuals                           1,062      861      846      759      600
                                                          $3,198   $2,911   $2,746   $2,621   $2,274

<FN>
  The allocation of the allowance as shown in the table above
should not be interpreted as an indication that charge-offs in
1997 will occur in the same proportions or that the allocation
indicates future charge-off trends.  Furthermore, the portion
allocated to each loan category is not the total amount
available for future losses that might occur within such
categories since the total allowance is a general allowance
applicable to the entire portfolio.
</FN>



Loan Commitments and Lines of Credit

  In the normal course of business, the banking subsidiary has
extended various  commitments for credit.  Commitments for
mortgages, revolving lines of credit  and letters of credit
generally are extended for a period of one month up to one 
year.  Normally no fees are charged on any unused portion.  An
annual fee of two percent is charged for the issuance of a
letter of credit.


Risk Elements

The following table sets forth aggregate loans in each of the following categories for the years indicated:

                                                                             (In Thousands of Dollars)
December 31,                                                          1996     1995     1994     1993     1992
                                                                                            
Loans Accounted For on a Nonaccrual Basis                                 $0     $125     $302     $349     $453
Loans Contractually Past Due 90 Days or More as to Interest
 or Principal Payments (Not Included in Nonaccrual Loans Above)        2,098    1,384    1,475    2,343    2,232
Loans Considered Troubled Debt Restructuring
  (Not Included in Nonaccrual Loans or Contractually Past Due Above)       0       75        0      108        0

<FN>
    Management is not aware of any loans not included in the
table above where serious doubt exists as to the ability of the
borrower to comply with the current loan repayment terms.
</FN>


    Non-accrual loans are loans which are 90 days past due and
with respect  to which, in Management's opinion, collection of
interest is doubtful.  These  loans no longer accrue interest
and are accounted for on a cash basis.   Loans which are 90 days
or more past due but continue to accrue interest  are loans
which, in Management's opinion, are well secured and are in the 
process of collection. 

   As of December 31, 1996, there were no concentrations of
loans exceeding 25% of total loans which are not disclosed as a
category of loans.  As of that date also, there were no other
interest-earning assets that are either nonaccrual, past due or
restructured.

   The following shows the amounts of contracted interest income
and interest  income reflected in income on loans accounted for
on a nonaccrual basis and  loans considered troubled debt
restructuring for the periods indicated:



                                                                             (In Thousands of Dollars)
December 31,                                                          1996     1995     1994     1993     1992
                                                                                              
Gross Interest Income That Would have been Recorded if the Loans
 had been Current in Accordance with Their Original Terms                 $0       $5      $21      $40      $51
Interest Income Included in Income on the Loans                            0        0        0        0        0


Investment Securities

  The investment securities portfolio decreased slightly during
1996.  Our objective in managing the investment portfolio is to
preserve and enhance corporate liquidity through investment in
short and intermediate term securities which are readily
marketable and of the highest credit quality.    

   In general investment in securities is limited to those funds
the bank feels it has in excess of funds used to satisfy loan
demand and operating considerations.   

   The following table shows the book value of investment
securities by type of obligation at the dates indicated:



Type                                                                  (In Thousands of Dollars)

December 31,                                                     1996          1995          1994
                                                                                  
U.S. Treasury Securities and Government Agencies               $31,449       $31,692       $29,887
Obligations of States and Political Subdivisons                  7,501         6,943         8,013
Other Securities                                                 8,130         8,698        10,106
                                                               $47,080       $47,333       $48,006


A summary of securities held at December 31, 1996, classified according to
maturity and including weighted average yield for each range of maturities
is set forth below:



                                                                 (In Thousands of Dollars)
Type and Maturity Grouping                                          December 31, 1996
                                                                                Weighted  
                                                                 Book            Average
                                                                 Value          Yield (1)
                                                                            
U.S. Treasury and U.S. Government Agency Securities:
  Maturing Within One Year                                       $10,079          5.41%
  Maturing After One Year But Within Five Years                   18,690          5.92%
  Maturing After Five Years But Within Ten Years                       0          0.00%
  Maturing After Ten Years                                         2,680          6.47%
  Total U.S. Treasury and U.S. Government Agency Securities:     $31,449          5.80%

Obligations of States and Political Subdivisions
  Maturing Within One Year                                          $796          7.81%
  Maturing After One Year But Within Five Years                    1,070          8.22%
  Maturing After Five Years But Within Ten Years                   2,884          8.94%
  Maturing After Ten Years                                         2,751          8.96%
  Total Obligations of States and Political Subdivisions          $7,501          8.73%

Other Securities
  Maturing Within One Year                                        $2,621          6.54%
  Maturing After One Year But Within Five Years                    5,509          6.41%
  Maturing After Five Years But Within Ten Years                       0          0.00%
  Maturing After Ten Years                                             0          0.00%
  Total Other Securities                                          $8,130          6.46%

<FN>
    (1)  The weighted average yield has been computed by
dividing the total interest income adjusted for amortization of
premium or accretion of discount over the life of the security
by the par value of the securities outstanding.  The weighted
average yield of tax-exempt obligations of states and political
subdivisions has been calculated on a fully taxable equivalent
basis.  The amounts of adjustments to interest which are based
on the statutory tax rate of 34% were $21,142, $29,919, $87,652
and $83,803 for the four ranges of maturities.
</FN>


Deposits

  Deposits represent the Corporation's principal source of
funds.  The deposit base consists of demand deposits, savings
and money market accounts and other time deposits.


Average Deposits

The following table shows the classification of average deposits for
the periods indicated:

                                                  (In Thousands of Dollars)
Average Balances on December 31,                   1996     1995      1994
                                                           
Noninterest-Bearing Demand Deposits              $22,979   $20,631   $21,227
Interest-Bearing Demand Deposits                  51,890    48,267    49,281
Savings Deposits                                  76,182    74,752    80,969
Time Deposits                                    122,973   108,626    90,750
Total Average Deposits                          $274,024  $252,276  $242,227



The following shows the average rate paid on the following deposit
categories for the periods indicated:

Years ended December 31,                              1996     1995     1994
                                                               
Interest-Bearing Demand Deposits                      2.10%    2.09%    2.32%
Savings                                               2.53%    2.66%    2.79%
Time Deposits                                         5.77%    5.71%    4.74%



A summary of time deposits of $100,000 or more as of December 31, 1996 by
maturity range is shown below:

                                                  (In Thousands of Dollars)
3 Months or Less Remaining Until Maturity                    $5,221
3 to 6 Months Remaining Until Maturity                        3,738
6 to 12 Months Remaining Until Maturity                       2,606
Over 12 Months Remaining Until Maturity                      10,864
Total Outstanding                                           $22,429

  The steady increase in total deposits over the years reflects managements'
efforts to continue to insure the growth of the bank and to maintain a viable
banking institution.  During 1996, the bank has attracted deposits due to its
effort to remain competitive in the local community as to rates paid for all
types of deposits particularly in the time deposit area.  The bank has been
at or near the top in interest rates paid to depositors throughout 1996.


Capital Resources

  The capital management function is a continuous process which
consists of providing capital for both the current financial
position and the anticipated future growth of the Corporation. 
Important to this process is internal equity generation,
particularly through earnings retention.  Internal capital
generation is measured as the percent of return on equity
multiplied by the percent of earnings retained.  The return on
average equity was 11.60%, 11.45% and 12.58% for 1996, 1995 and
1994, respectively.  Total cash dividends declared in 1996
represented 35.22% of net income as compared to 35.46% in 1995
and 34.45% in 1994.  The resulting internal equity growth
percentage amounted to 7.51% in 1996 as compared to 7.39% in
1995 and 8.25% in 1994.

  The bank subsidiary, as a national bank, is subject to the
dividend restrictions set forth by the Comptroller of the
Currency.  The Comptroller of the Currency must approve
declaration of any dividends in excess of the sum of profits for
the current year and retained net profits for the preceding two
years (as defined).  As of December 31,1996,  the bank
subsidiary had $2,710,723 of retained earnings available for
distribution and $11,203,930 not available for distribution to
the company as dividends without prior approval of the
Comptroller of the Currency.  The bank  subsidiary  is also
required to maintain minimum amounts of capital to total "risk
weighted" assets, as defined by the banking regulators.  At
December 31, 1996, the bank subsidiary is required to have a
minimum Tier 1 and Total Capital ratios of 4.00% and 8.00%,
respectively.  The bank subsidiary's actual Tier 1 and Total
Capital ratios at that date were 14.09% and 15.34% respectively.
 The bank subsidiary's leverage ratio at December 31, 1996 was
10.18%.



Audit

   The Company's internal auditor, who is responsible to the
Audit Committee of the Board of Directors, reviews the results
and performance of operating units within the Company for
adequacy, effectiveness and reliability of accounting and
reporting systems, as well as managerial and operating controls.

  The Audit Committee consists of four nonemployee directors
whose duties include: consideration of the adequacy of the
internal controls of the Company and the objectivity of
financial reporting; inquiry into the number, extent, adequacy
and validity of regular and special audits conducted by
independent public accountants and the internal auditors; the
recommendation to the Board of Directors of independent
accountants to conduct the normal annual audit and special
purpose audits as may be required; and reporting to the Board of
Directors the Committee's findings and any recommendation for
changes in scope, methods or procedures of the auditing
functions.  The Audit Committee held four meetings during 1996. 
                                                    

Compliance

	There are many activities in today's banking that are subject
to compliance regulations.  The bank's policies and procedures
govern the way departments function and ensure fair, consistent
and sound banking practices.  When those policies and procedures
are affected by new regulations, or regulation changes, the
Compliance Department is responsible to change those policies
involved, and is responsible to inform and train personnel.  For
example, many of the forms used in opening deposit accounts and
loan accounts must subscribe to standards of format that are
designed to protect and to inform the customer.

	Compliance is an ongoing effort that requires continuous
training.  New regulations are introduced, changes to existing
regulations are made, employees change positions, and new
employees are hired.  Assessment is made for the training needs
of the bank and then clearly communicated to all appropriate
bank employees through training programs.  Quite often, two to
three sessions are required to reach all persons who need
training due to conflicting schedules.

	From training, compliance objectives follow to monitoring or
testing procedures.  Monitoring can focus on a broad range of
compliance issues and procedures, or it can be applied to
limited areas.  Often, the extent of monitoring relates to the
complexity or length of the regulation.  Upon the completion of
monitoring projects, areas where training is needed may be
revealed.  The cycle of training, to monitoring, to training is
ever continuing.

	It is our bank's mission to keep our employees well informed. 
We urge them to ask questions and to use initiative in becoming
informed, as compliance regulations have become very complex. 
This all translates in efficient and better service for our
customers.


Information as to Stock Prices and Dividends

  The common stock of the Corporation is traded mostly through a
local brokerage firm and some private sales. Set forth in the
accompanying table are per share prices at which common stock of
the Corporation has actually been purchased and sold in
transactions during the periods indicated, to the knowledge of
the corporation.  Also included in the table are dividends per
share paid on the outstanding common stock and any stock
dividends paid.  As of December 31,  1996, there were 1,704
shareholders of record of common stock.

Market and Dividend Summary

Dividend Date              High      Low             Dividend

March 1995                 $32.00   $31.00             $0.20

June 1995                   34.25    32.00              0.20

September 1995              36.50    34.25              0.20

October 1995                                     2% Stock Dividend

December 1995               39.50    36.50              0.20

March 1996                  40.00    39.50              0.20

June 1996                   42.25    40.00              0.22

September 1996              44.50    42.25              0.22

October 1996                                     2% Stock Dividend

December 1996               46.25    44.50              0.24

December 1996                                    2-for-1 Stock Split


Line Graph Depicting Market Value and Book Value of Common Stock

                          Market         Book
                          Value          Value
Year

1992                      $8.00          $8.22

1993                      $10.50         $8.90

1994                      $14.75         $9.29

1995                      $19.70         $10.33

1996                      $23.13         $10.51

NOTE:  Per share data is adjusted to reflect a 2:1 stock split in 1996
and 1994.



               INDEPENDENT AUDITOR'S REPORT


Hill, Barth & King, Inc.
Certified Public Accountants
Park Place South, Suite 200
155 South Park Avenue
Warren, Ohio 44481
Telephone (330) 394-3773
FAX (330) 395-3713





                      January 23, 1997
                           
Board of Directors
Farmers National Banc Corp.
Canfield, Ohio


                Independent Auditors' Report


     We have audited the accompanying consolidated balance
sheets of Farmers National Banc Corp. and subsidiary as of
December 31, 1996 and 1995 and the related consolidated
statements of income, stockholders equity and cash flows for
each of the three years in the period ended December 31, 1996. 
These financial statements are the responsibility of the
company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

     We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that we
plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.

     In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the
consolidated financial position of Farmers National Banc Corp.
and subsidiary as of December 31, 1996 and 1995 and the
consolidated results of their operations and their consolidated
cash flows for each of the three years in the period ended
December 31, 1996 in conformity with generally accepted
accounting principles.




                             Hill, Barth & King, Inc.
                             Certified Public Accountants




                         CONSOLIDATED BALANCE SHEETS

December 31,                                                     1996           1995

ASSETS
                                                                       
Cash & due from banks                                          $13,302,154    $14,766,117
Federal funds sold                                               5,667,000     14,630,000
                            TOTAL CASH AND CASH EQUIVALENTS     18,969,154     29,396,117

Securities available for sale - NOTE B                          45,611,788     46,479,885
Other securities                                                 1,467,650        852,900

Loans - NOTE C                                                 266,702,323    232,159,670
Less allowance for credit losses - NOTE D                        3,197,889      2,910,838
                                                  NET LOANS    263,504,434    229,248,832

Premises and equipment, net - NOTE E                             5,697,598      5,563,232
Other assets                                                     2,861,617      2,687,806
                                                              $338,112,241   $314,228,772

LIABILITIES AND STOCKHOLDERS EQUITY
Deposits (all domestic):
        Noninterest-bearing                                    $23,468,432    $23,586,312
         Interest-bearing  - NOTE F                            260,342,434    244,368,461
                                             TOTAL DEPOSITS    283,810,866    267,954,773
                           
Short-term borrowings:
        U. S. Treasury interest-bearing demand note                622,129        748,470
        Securities sold under repurchase agreements - NOTE G    15,748,622      9,847,119
        Federal Home Loan Bank advances                          1,400,000              0
                                TOTAL SHORT-TERM BORROWINGS     17,770,751     10,595,589

Other liabilities and deferred credits                           1,721,635      1,702,145
                                          TOTAL LIABILITIES    303,303,252    280,252,507
       
Commitments and contingent liabilities - NOTE H
Stockholders Equity - NOTES I, J:
        Common Stock - no par value in 1996 and $2.50 par
          value per share in 1995; authorized 5,000,000
          shares in 1996 and 2,400,000 in 1995; issued
          and outstanding 3,311,268 in 1996 and 
          1,644,559 in 1995.                                    24,253,806      4,111,398
Additional paid-in capital                                               0     16,059,118
Retained earnings                                               14,766,370     13,591,018
Unrealized appreciation on debt securities,
  net of applicable income taxes                                   108,191        214,731
Treasury stock, 164,544 shares at cost                          (4,319,378)             0
                                  TOTAL STOCKHOLDERS EQUITY     34,808,989     33,976,265
                                                              $338,112,241   $314,228,772
<FN>
             See accompanying notes to consolidated financial statements
</FN>



                         CONSOLIDATED STATEMENTS OF INCOME

Years ended December 31,                          1996           1995           1994

INTEREST INCOME
                                                                     
Interest and fees on loans                      $21,519,178    $18,580,412    $16,911,283
Interest and dividends on securities:
       Taxable interest                           2,256,701      2,154,188      2,141,376
        Nontaxable interest                         444,322        438,779        423,123
        Dividends                                    94,782         25,987         20,527
Interest on federal funds sold                      562,115        761,257        234,334
                       TOTAL INTEREST INCOME     24,877,098     21,960,623     19,730,643

INTEREST EXPENSE
Deposits                                         10,117,809      9,199,760      7,694,588
Short-term borrowings                               638,514        488,110        305,297
                      TOTAL INTEREST EXPENSE     10,756,323      9,687,870      7,999,885
                         NET INTEREST INCOME     14,120,775     12,272,753     11,730,758
Provision for credit losses                         655,000        270,000        330,000
                   NET INTEREST INCOME AFTER
                 PROVISION FOR CREDIT LOSSES     13,465,775     12,002,753     11,400,758

OTHER INCOME
Service charges on deposit accounts               1,089,891        972,325        940,077
Investment security gains (losses)                        0           (197)        88,327
Other operating income                              388,258        370,261        329,179
                          TOTAL OTHER INCOME      1,478,149      1,342,389      1,357,583
                                                 14,943,924     13,345,142     12,758,341
OTHER EXPENSES
Salaries and  employee benefits - NOTE K          4,778,702      4,127,380      3,748,069
Net occupancy expense of premises                   525,033        540,242        466,006
Furniture and equipment expense,
        including depreciation                      520,610        463,097        540,810
State and local taxes                               514,943        439,918        389,988
Other operating expenses                          2,543,221      2,548,276      2,610,518
                       TOTAL OTHER EXPENSES       8,882,509      8,118,913      7,755,391
          INCOME BEFORE FEDERAL INCOME TAXES      6,061,415      5,226,229      5,002,950
FEDERAL INCOME TAXES - NOTE L                     1,930,000      1,650,000      1,579,000
                                  NET INCOME     $4,131,415     $3,576,229     $3,423,950

NET INCOME PER SHARE                                  $1.22          $1.09          $1.09
<FN>
            See accompanying notes to consolidated financial statements
</FN>



                        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Years ended December 31,                                         1996           1995           1994
                                                                                    
COMMON STOCK
    Balance at beginning of year                                $4,111,398     $3,892,480     $3,652,140
    33,729 shares issued as a 2% stock dividend in 1996,
     31,956 in 1995 and 30,210 in 1994, including
      fractional shares.                                         1,500,940         79,890         75,525
    59,618 shares sold in 1996,
     55,611 in 1995 and 57,973 in 1994.                          2,582,350        139,028        164,815
    Transfer of additional paid-in capital to common stock      16,059,118              0              0
    Balance at end of year                                      24,253,806      4,111,398      3,892,480

ADDITIONAL PAID-IN CAPITAL
    Balance at beginning of year                                16,059,118     13,300,977     11,260,621
    Excess proceeds over par value of shares sold
     in 1995 and 1994                                                           1,735,549      1,360,631
    Excess of fair value over par value of shares issued as
     stock dividends in 1995 and 1994, including
      fractional shares                                                         1,022,592        679,725
    Transfer of balance to common stock in 1996.               (16,059,118)             0              0
    Balance at end of year                                               0     16,059,118     13,300,977

RETAINED EARNINGS
    Balance at beginning of year                                13,591,018     12,385,429     10,896,312
    Net income                                                   4,131,415      3,576,229      3,423,950
    Dividends declared:
      $.88 cash dividends per share in 1996,
      $.80 in 1995 and $.98 in 1994.                            (1,455,123)    (1,268,158)    (1,179,583)
    Stock dividends                                             (1,500,940)    (1,102,482)      (755,250)
    Balance at end of year                                      14,766,370     13,591,018     12,385,429

UNREALIZED APPRECIATION (DEPRECIATION)
ON DEBT SECURITIES
    Balance at beginning of year                                   214,731       (663,619)       187,006
    Net change in unrealized appreciation (depreciation) on
     debt securities, net of income taxes.                        (106,540)       878,350       (850,625)
    Balance at end of year                                         108,191        214,731       (663,619)

TREASURY STOCK, AT COST
    Balance at beginning of year                                         0              0              0
    Purchase of treasury stock                                  (4,319,378)             0              0
    Balance at end of year                                      (4,319,378)             0              0
                   TOTAL STOCKHOLDERS EQUITY AT END OF YEAR    $34,808,989    $33,976,265    $28,915,267
<FN>
                   See accompanying notes to consolidated financial statements
</FN>




                                CONSOLIDATED STATEMENTS OF CASH FLOWS


Years ended December 31,                                                    1996           1995           1994
                                                                                               
CASH FLOW FROM OPERATING ACTIVITIES
  Interest received                                                       $25,979,036    $22,784,609    $20,697,876
  Fees and commissions received                                             1,418,149      1,342,586      1,291,231
  Interest paid                                                           (10,758,848)    (9,399,584)    (8,006,238)
  Cash paid to suppliers and employees                                     (8,274,784)    (7,779,200)    (7,294,773)
  Income taxes paid                                                        (2,075,000)    (1,685,000)    (1,690,726)
                             NET CASH PROVIDED BY OPERATING ACTIVITIES      6,288,553      5,263,411      4,997,370

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from maturities of investment securities available for sale     14,329,066     18,140,000     14,123,630
  Proceeds from maturities of investment securities held to maturity                0      2,343,086      5,966,905
  Proceeds from sales of investment securities available for sale                   0      1,999,687      4,081,530
  Purchases of other securities and securities available for sale         (14,466,574)   (18,114,267)   (18,414,362)
  Purchases of investment securities held to maturity                               0     (2,639,035)    (4,041,914)
  Net increase in loans made to customers                                 (35,031,303)   (16,079,770)   (14,615,389)
  Purchases of premises and equipment                                        (545,977)    (1,582,773)      (343,288)
  Purchase of other real estate                                                     0              0       (164,433)
  Proceeds from sale of other real estate                                           0        252,291              0
                                 NET CASH USED IN INVESTING ACTIVITIES    (35,714,788)   (15,680,781)   (13,407,321)

CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase (decrease) in demand deposits, 
    NOW accounts and savings accounts                                        (906,533)    (3,148,523)     3,339,998
  Net increase in time deposits                                            21,380,975     27,746,071      2,227,314
  Net increase in Federal Home Loan Bank Borrowings                         1,400,000              0              0
  Purchase of Treasury Stock                                               (4,319,378)             0              0
  Dividends paid                                                           (1,138,142)    (1,167,362)      (999,957)
  Proceeds from sale of common stock                                        2,582,350      1,874,577      1,525,446
                             NET CASH PROVIDED BY FINANCING ACTIVITIES     18,999,272     25,304,763      6,092,801
                  NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS    (10,426,963)    14,887,393     (2,317,150)

CASH AND CASH EQUIVALENTS
  Beginning of year                                                        29,396,117     14,508,724     16,825,874
  End of year                                                             $18,969,154    $29,396,117    $14,508,724

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATIONS
  Net income                                                               $4,131,415     $3,576,229     $3,423,950
  Adjustments to reconcile net income to net cash provided by
   operating activities:
    Depreciation                                                              394,384        379,012        379,224
    Amortization and accretion                                              1,177,727        966,775        958,468
    Provision for credit losses                                               655,000        270,000        330,000
    (Gain) Loss on sale of investment securities                                    0            197        (88,327)
    Deferred income taxes                                                     (70,000)       (12,636)      (197,613)
    Other                                                                          27         83,834        191,668
                             NET CASH PROVIDED BY OPERATING ACTIVITIES     $6,288,553     $5,263,411     $4,997,370

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
 Supplemental schedule of noncash investing and financing activities:
  Unrealized loss on available for sale securities                            $48,228        $67,517     $1,005,950
  Transfer of investment securities available for sale                              0      4,663,982              0
  Land exchanged for other borrowing                                                0        250,000              0

<FN>
                   See accompanying notes to consolidated financial statements
</FN>




NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principals of Consolidation:  The consolidated financial
statements include the accounts of the company and its
wholly-owned subsidiary, The Farmers' National Bank of Canfield.
All significant intercompany balances and transactions have
been eliminated.

Nature of Operations:  The company's wholly owned subsidiary,
The Farmers National Bank of Canfield, operates under a national
bank charter and provides full banking services.  As a national
bank, the Bank is subject to regulation of the Office of the
Comptroller of the Currency and the Federal Deposit Insurance
Corporation.  The area served by the Bank is the northeastern
region of Ohio and service is provided at  ten (10) locations.


Estimates:  The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues
and expenses during the reporting period.  Actual results could
differ from those estimates.


Cash and Cash Equivalents:  Cash and cash equivalents include
cash on hand, due from banks and federal funds sold.  Generally,
federal funds are purchased and sold for one-day periods.


Securities Available for Sale:  Securities available for sale
are carried at fair value.  Fair value is based on market price
if available.  If market price is not available, fair value is
based on broker quotations.  Deferred income taxes are provided
on any unrealized appreciation or decline in value.  Such
appreciation or decline in value, net of deferred taxes, is
reflected as a separate component of stockholders equity.  Gains
and losses are determined using the specific identification
method.  The company does not utilize a trading account.


Other Securities:  Other securities include stock in the Federal
Reserve Bank and the Federal Home Loan Bank and are recorded at
amortized cost.


Loans:  Interest on loans is accrued and credited to income
based on the principal amount outstanding.  The accrual of
interest income is ordinarily discontinued when a loan becomes
90 days past due as to principal or interest;  however,
management may elect to continue the accrual when the estimated
net realizable value of collateral is sufficient to cover the
principal balance and the accrued interest.  When interest
accruals are discontinued, interest credited to income in the
current year is reversed.  When the loan is determined to be
uncollectible, interest accrued in prior years and the principal
are charged to the allowance for loan losses.  This policy
applies to the bank's installment, real estate and commercial
and industrial loans.


Loan Origination Fees and Costs:  Loan origination fees and
certain direct origination costs are capitalized and recognized
as an adjustment of the yield on the related loan.


Impaired Loans:  Impaired loans are classified according to the
Financial Accounting Standards Board Statement 114,  "Accounting
by creditors for impairment of loans".  Under this standard, the
1996 reserve for loan losses related to loans that are
considered impaired would be based on discounted cash flows
using the loan's initial effective interest rate and the fair
value of the collateral for certain collateral dependent loans. 
At the present time, management did not have any loans it
considers to be impaired.


Allowance for Credit Losses:  the allowance for credit losses
represents the amounts which, in management's judgment, are
adequate to absorb charge-offs, of existing loans which may
become uncollectible.  The allowance is based on management's
judgment taking into consideration past loss experience, reviews
of individual credits, current economic conditions and other
factors considered relevant by management at the financial
statement date.  While management uses the best information
available to establish the allowance, future adjustments to the
allowance may be necessary, which may be material, if economic
conditions differ substantially from the assumptions used in
estimating the allowances.  If additions to the original
estimate of the allowance for credit losses are deemed
necessary, they will be reported in earnings in the period in
which they become reasonably estimable.

Premises and Equipment:  Premises and equipment are stated at
cost.  Depreciation is computed on the straight-line method.

Income Taxes:  Income taxes, based on filing a consolidated
return with the company's subsidiary, are provided for amounts
currently due and deferred amounts arising form temporary
differences between the financial accounting and income tax
basis of assets and liabilities.  Deferred taxes are computed on
the liability method as prescribed in Statement of Financial
Accounting Standards (SFAS) no. 109, "Accounting for Income
Taxes".

Per Share Amounts:  Earnings per share are based on weighted
average shares outstanding.  Average shares outstanding, per
share amounts and reference to number of shares in notes to
consolidated financial statements have been restated to give
effect to stock dividends.  Weighted average shares outstanding
were 3,378,142 for 1996, 3,282,686 for 1995 and 3,152,900 for
1994.


                              NOTE B - SECURITIES AVAILABLE FOR SALE

Securities available for sale at December 31, 1996 and 1995 are summarized as follows:

                                                                     1996          1995
                                                                         
U.S. Treasury and U.S. Government agencies                       $31,448,958   $31,691,768
Corporate debt securities                                          6,661,560     7,702,820
Obligations of states and political subdivisions                   7,501,270     6,943,089
Collateralized mortgage obligations                                        0       142,208
                                                        TOTALS   $45,611,788   $46,479,885



Net unrealized gains (losses) for securities available for sale at December 31, 1996 and 1995 are summarized below:

                                                                    UNREALIZED    UNREALIZED      NET UNREALIZED
December 31, 1996                                                     GAINS         LOSSES             GAINS
                                                                                            
U.S. Treasury and U.S. Government agencies                           $82,250      ($36,892)           $45,358
Corporate debt securities                                             41,705       (10,171)            31,534
Obligations of states and political subdivisions                      88,200        (1,165)            87,035
                                                        TOTALS      $212,155      ($48,228)          $163,927

December 31, 1995
U.S. Treasury and U.S. Government agencies                          $208,710      ($53,309)          $155,401
Corporate debt securities                                             59,924       (11,490)            48,434
Obligations of states and political subdivisions                     120,542           (59)           120,483
Collateralized mortgage obligations                                    3,691             0              3,691
                                                        TOTALS      $392,867      ($64,858)          $328,009



The fair value and book value of securities available for sale by contractual maturities at December 31, 1996
are summarized below:

                                                                  FAIR VALUE    BOOK VALUE
                                                                         
Due in 1 year or less                                            $13,489,952   $13,463,410
Due after one year through five years                             24,392,024    24,300,457
Due after five years through ten years                             2,595,932     2,547,945
Due after ten years                                                5,133,880     5,136,049
                                                        TOTALS   $45,611,788   $45,447,861


  Securities with a carrying value of $30,100,000 at December 31, 1996 and
  $28,000,000 at December 31, 1995 were pledged to secure deposits in
  accordance with federal and state requirements and to secure repurchase
  agreements sold.



                                             NOTE C - LOANS

Following is a summary of loans:

December 31,                                                        1996           1995
                                                                         
Real Estate                                                     $105,026,533    $98,703,845
Installment                                                      133,865,605    109,291,914
Commercial and Industrial                                         26,548,440     23,302,163
  Subtotal                                                       265,440,578    231,297,922
Net origination and deferred loan fees                             1,261,745        861,748
                                                  TOTAL LOANS   $266,702,323   $232,159,670
<FN>
 Nonperforming loans have not been separately classified because such loans are not material
 compared to total loans and nonaccrued interest is not material in relation to net income.
</FN>


                              NOTE D - ALLOWANCE FOR CREDIT LOSSES

Following is an analysis of changes in the allowance for credit losses for the years ended December 31:

                                                                     1996           1995           1994
                                                                                       
Balance at beginning of year                                      $2,910,838     $2,746,420     $2,620,741
Additions:
 Provision for credit losses                                         655,000        270,000        330,000
 Recoveries on loans previously charged off                          184,098        170,879        183,050
                                              TOTAL ADDITIONS      3,749,936      3,187,299      3,133,791
Credits charged off                                                 (552,047)      (276,461)      (387,371)
Balance at end of year                                            $3,197,889     $2,910,838     $2,746,420
<FN>
 The allowance for federal income tax purposes amounted to $752,962 at December 31, 1996, which is $2,444,927
less than the allowance for financial accounting purposes.
</FN>


                               NOTE E - PREMISES AND EQUIPMENT

Following is a summary of premises and equipment:

December 31,                                                         1996           1995
                                                                           
Land                                                              $1,204,876     $1,180,876
Premises                                                           4,987,755      4,780,574
Equipment                                                          3,481,239      3,803,326
Leasehold Improvements                                               179,778        178,123
                                                                   9,853,648      9,942,899
Less accumulated depreciation                                      4,156,050      4,379,667
                                               NET BOOK VALUE     $5,697,598     $5,563,232
<FN>
Depreciation expense was $394,384 for the year ended December 31, 1996, $379,012 for 1995 and
$379,224 for 1994.
</FN>


                                NOTE F - INTEREST-BEARING DEPOSITS

Following is a summary of scheduled maturities of certificates of deposit
during the years following December 31, 1996:

1997                                                             $69,703,188
1998                                                              39,205,874
1999                                                               4,953,892
2000                                                               8,165,424
2001 and thereafter                                                9,071,049
                                                        TOTAL   $131,099,427

Following is a summary of certificates of deposit of $100,000 or more by
remaining maturities as of December 31, 1996:

Three months or less                                              $5,221,113
Three to six months                                                3,737,601
Six to twelve months                                               2,606,127
Over twelve months                                                10,864,346
                                                        TOTAL    $22,429,187


NOTE G - SECURITIES SOLD UNDER REPURCHASE AGREEMENTS AND UNUSED
LINES OF CREDIT

The bank subsidiary enters into sales of securities under
repurchase agreements (reverse repurchase agreements). 
Securities underlying the agreements are U.S. Government
securities with a book value including accrued interest of
$16,925,491 for the year ended December 31, 1996 and $12,819,579
for 1995.  The market value was $16,923,236 for 1996 and
$12,829,848 for 1995.  At December 31, 1996, these agreements
had a weighted average interest rate of 4.55% and will mature
January through March 1997.  The securities, although held in
safekeeping outside the bank subsidiary, were under the bank
subsidiary's control.  Securities sold under repurchase
agreements averaged monthly $11,691,979 in 1996 and $9,498,008
in 1995.  Maximum amounts outstanding at any month end during
1996 and 1995 were $15,748,622 and $11,849,736, respectively.


The bank subsidiary has access to short term credit facilities
at the Federal Home Loan Bank, which totaled $11,424,000 at
December 31, 1996.  At December 31, 1996, the total advances
outstanding was $1,400,000, and was collateralized by a blanket
pledge of residential mortgage loans.



NOTE H - COMMITMENTS AND CREDIT RISK

The bank subsidiary utilizes equipment and conducts certain of
its branch operations under noncancelable operating leases
extending to 1999.  The building leases include options for
renewal in five to ten year increments.   Rental expense charged
to operations totaled $125,129 for 1996, $120,750 for 1995 and
$94,106 for 1994.  Following is a summary of future minimum
rental payments under operating leases that have initial or
remaining noncancelable terms in excess of one year as of
December 31, 1996:


                    Year ending: 	 

                        December 31, 1997      $85,728 

                        December 31, 1998 	56,720 

                        December 31, 1999 	30,000 

                                       TOTAL  $172,448 



The bank subsidiary is required to maintain noninterest-bearing
reserve balances with the Federal Reserve Bank.  The average
reserve balance was $6,165,000 for 1996.

The bank subsidiary is a party to financial instruments with
off-balance sheet risk in the normal course of business to meet
the financing needs of its customers.  These financial
instruments include commitments to extend credit, standby
letters of credit and financial guarantees.  Those instruments
involve, to varying degrees, elements of credit risk in excess
of the amount recognized on the consolidated balance sheet.  The
contract or notional amounts of those instruments reflect the
extent of involvement the bank subsidiary has in particular
classes of financial instruments.



The bank subsidiary's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument
for commitments to extend credit and standby letters of credit
and financial guarantees written is represented by the
contractual notional amount of those instruments.  The bank
subsidiary uses the same credit policies in making commitments
and conditional obligations as it does for on-balance sheet
instruments.

 	CONTRACT OR NOTIONAL AMOUNT 

Financial instruments whose contract amounts represent credit
risk: 	 

     Commitments to extend credit      $9,791,134 

     Standby letters of credit
     and financial guarantees written  $  237,203 


Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition
established in the contract.  Commitments generally have fixed
expiration dates or other termination clauses and may require
payment of a fee.  Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do
not necessarily represent future cash requirements.  The bank
subsidiary evaluates customers creditworthiness on a
case-by-case basis.  The amount of collateral obtained, if
deemed necessary by the bank subsidiary upon extension of
credit, is based on management's credit evaluation of the
counter-party.  Collateral held varies but may include accounts
receivable, inventory, property, plant and equipment and income
producing commercial properties.


Standby letters of credit and financial guarantees written are
conditional commitments issued by the bank subsidiary to
guarantee the performance of a customer to a third party.  Those
guarantees are primarily issued to support public and private
borrowing arrangements.  The credit risk involved in issuing
letters of credit is essentially the same as that involved in
extending loan facilities to customers.

Most of the bank subsidiary's business activity is with a
diversified customer base located within Mahoning and Columbiana
Counties in Ohio. The concentrations of credit by type of loan
are presented in Note C.


NOTE I - STOCKHOLDERS EQUITY


On March 28, 1996, the shareholders of the company approved a
resolution which amended the company's Restated Articles of
Incorporation to increase the number of authorized shares of
common stock from 2,400,000 shares, par value $2.50, to
5,000,000 shares, without par value.  The additional  paid-in
capital account has been combined with common stock as presented
in the Consolidated Statements of Stockholders Equity.  


NOTE J - REGULATORY MATTERS


The bank subsidiary, as a national bank, is subject to the
dividend restrictions set forth by the Comptroller of the
Currency.  The Comptroller of the Currency must approve
declaration of any dividends in excess of the sum of profits for
the current year and retained net profits for the preceding two
years (as defined).  As of December 31, 1996, the bank
subsidiary had $2,710,723 of retained earnings available for
distribution and $11,203,930 not available for distribution to
the company as dividends without prior approval of the
Comptroller of the Currency.  


The bank subsidiary is subject to various regulatory capital
requirements administered by the federal banking agencies. 
Failure to meet minimum capital requirements can initiate
certain mandatory-and possibly additional discretionary-actions
by regulators that, if undertaken, could have a direct material
effect on the bank subsidiary's financial statements.  Under
capital adequacy guidelines and the regulatory framework for
prompt corrective action, the bank subsidiary must meet specific
capital guidelines that involve quantitative measures of its
assets, liabilities, and certain off-balance sheet items as
calculated under regulatory accounting practices.  The bank
subsidiary's capital amounts and classification are also subject
to qualitative judgments by the regulators about components,
risk weightings, and other factors.  



Quantitative measures established by regulation to ensure
capital adequacy require the bank subsidiary to maintain minimum
amounts and ratios (set forth in the table below) of total and
Tier I capital (as defined in the regulations) to risk-weighted
assets (as defined), and of Tier I capital (as defined) to
average assets (as defined).  Management believes, as of
December 31, 1996, that the bank subsidiary meets all capital
adequacy requirements to which it is subject.  


As of December 31, 1996, the most recent notification from the
Office of the Comptroller of the Currency categorized the bank
subsidiary as "well capitalized" under the regulatory framework
for prompt corrective action.  There are no conditions or events
since that notification that management believes have changed
the institution's category.  


The following table reflects various measures of capital at year-end:

                                                                  Requirement
                                                                  For Capital
                                                    Actual     Adequacy Purposes:
                                      Amount        Ratio      Amount       Ratio
                                                                  
As of December 31, 1996
 Total Capital
    (to Risk-Weighted Assets)        $37,199,000    15.34%    $19,399,000     8.00%
 Tier I Capital
    (to Risk-Weighted Assets)        $34,166,000    14.09%     $9,700,000     4.00%
 Tier I Capital
    (to Average Assets)              $34,166,000    10.18%    $13,424,000     4.00%

As of December 31, 1995
 Total Capital
    (to Risk-Weighted Assets)        $36,072,000    16.84%    $17,141,000     8.00%
 Tier I Capital
    (to Risk-Weighted Assets)        $33,391,000    15.58%     $8,571,000     4.00%
 Tier I Capital
    (to Average Assets)              $33,391,000    10.69%    $12,496,000     4.00%



NOTE K - RETIREMENT PLANS


The bank subsidiary has a noncontributory defined benefit
pension plan covering substantially all employees.  Normal
retirement age is 65.  Benefit payments for normal retirement
are based on a percentage of employees' average monthly
compensation during the last five years of employment.  Funding
of the plan, which is invested principally in domestic bank
certificates of deposit, is based upon current service cost plus
amortization of past service cost over 15 years.  The company's
funding policy is to generally contribute annually the maximum
amount that can be deducted for federal income tax purposes.  



The company adopted a resolution on January 22, 1996 to
terminate the defined benefit pension plan effective November 1,
1995.  At December 31, 1996 the plan assets exceeded plan
obligations by $65,645.  Management's intent is to allocate this
surplus to each qualified participant on a pro-rata basis.  All
plan assets will be distributed upon approval of the necessary
authorities.  Pension expense for the defined benefit plan was
$17,295 in 1996, $156,253 in 1995 and $183,157 in 1994.



In May, 1996, the company adopted a qualified 401(k) deferred
compensation, noncontributory Retirement Savings Plan.  All
employees of the bank who have completed at least one year of
service and meet certain other eligibility requirements are
eligible to participate in the plan.  Under the terms of the
Plan, employees may voluntarily defer a portion of their annual
compensation, not to exceed 15%, pursuant to section 401(k) of
the Internal Revenue Code.  The company matches a percentage of
the participants' voluntary contributions up to 6% of gross
wages.  In addition, at the discretion of the Board of
Directors, the company may make an additional profit sharing
contribution to the plan.  Company contributions  to the 401(k)
plan were $161,435 for the year ended December 31, 1996.  

The components of pension expense related to the defined benefit
plan for the year ended December 31, 1995 are as follows:

Service cost                                             $132,605
Interest cost                                             134,030
Return on assets                                          (39,659)
Other                                                     (70,723)
                                            TOTAL        $156,253

Following is the funded status of the plan as of December 31, 1995:

Actuarial present value of benefit obligations:
   Vested benefit obligation                           $1,557,215

   Accumulated benefit obligation                      $1,573,680

   Projected benefit obligation                       ($2,119,606)
Plan assets at fair value                               1,738,082
Projected benefit obligation in excess of plan assets    (381,524)
Unrecognized transition gain                               (9,070)
Unrecognized prior service cost                           (70,006)
Unrecognized net loss                                     529,188
Prepaid pension cost                                      $68,588

Assumptions used to develop the net periodic pension cost were:

Assumed discount rate                                       6.25%
Assumed rate of compensation increase                       4.00%
Expected rate of return on plan assets                      6.25%


NOTE L - FEDERAL INCOME TAXES

The provision for income taxes (credit) consists of the following:

Years ended December 31                 1996                          1995                          1994
                                                                                        
Current                              $2,000,000                    $1,662,636                    $1,776,613
Deferred                                (70,000)                      (12,636)                     (197,613)
                          TOTALS     $1,930,000                    $1,650,000                    $1,579,000



Following is a reconciliation between federal income taxes at statutory rates and actual taxes based on income before
federal income taxes:

Years ended December 31                               1996                          1995                          1994
                                                     Percent of                   Percent of                    Percent of
                                       Amount       pretax income    Amount      pretax income     Amount      pretax income
                                                                                                
Statutory tax                        $2,121,500          35%       $1,829,180        35%         $1,751,050       35%
Effect of nontaxable interest          (155,510)         (3)         (152,360)       (3)           (148,100)      (3)
Other                                   (35,990)          0           (26,820)        0             (23,950)       0
                      ACTUAL TAX     $1,930,000          32%       $1,650,000        32%         $1,579,000       32%



 Deferred taxes (credit) result from certain temporary differences in the recognition of income and expenses for financial
reporting and income tax purposes.  The sources and tax effects of significant temporary differences are as follows:

Years ended December 31                  1996                          1995                          1994
                                                                                         
Depreciation                            $42,397                       $17,176                        $1,330
Provision for credit losses             (97,597)                      (57,546)                     (137,931)
Deferred loan fees and
  origination costs                     (13,496)                       29,038                       (59,708)
Other                                    (1,304)                       (1,304)                       (1,304)
                          TOTALS       ($70,000)                     ($12,636)                    ($197,613)



Deferred tax liabilities (assets) are comprised of the following at December 31:

Deferred tax asset:                      1996                          1995
                                                              
   Allowance for credit losses        ($817,876)                    ($720,279)
   Deferred loan fee income            (134,501)                     (169,733)
   Gross deferred tax assets           (952,377)                     (890,012)

Deferred tax liabilities:
   Depreciation                         420,129                       376,428
   Prepaid loan origination costs        50,002                       100,005
   Mark-to-market adjustment - 
    securities available for sale        55,734                       110,619
   Other                                 22,182                        23,515
   Gross deferred tax liabilities       548,047                       610,567
                                      ($404,330)                    ($279,445)
<FN>
 No valuation allowance for deferred tax assets was recorded at December 31, 1996.  Federal income taxes applicable to
investment securities gains were $70 for 1995 and $30,100 for 1994.
</FN>



NOTE M - LOANS TO RELATED PARTIES

Certain directors, executive officers and associates of such
persons were loan customers during 1996.  Such loans were made
in the ordinary course of business under normal credit terms and
do not represent more that a normal risk of collection. 
Following is an analysis of the amount of loans in which the
aggregate of the loans to any such person exceeded $60,000
during 1996:

Total loans at December 31, 1995        $1,092,464 

New  loans                                 172,204 

Repayments                                 201,143 

Total loans at December 31, 1996        $1,063,525 


NOTE N - DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS


The following methods and assumptions were used to estimate the
fair value of each class of financial instruments at December
31, 1996:

Cash and cash equivalents:  The carrying amounts in the
consolidated balance sheets of cash and cash equivalents
approximates their fair value.

Investment securities:  The fair value of securities available
for sale equals quoted market price, if available.  If a quoted
market price is not available, fair value is estimated using
quoted market prices for similar securities.

Loans:  For certain homogeneous categories of loans, such as
credit card receivables, and other consumer loans, fair value is
estimated using the quoted market prices for similar loans,
adjusted for differences in loan characteristics.  The fair
value of other types of loans is estimated by discounting the
future cash flows using the current rates at which similar loans
would be made to borrowers with similar credit ratings and for
the same remaining maturities.

Deposits:  The fair value of demand deposits, savings accounts
and certain money market deposits is the amount payable on
demand at the reporting date.  The fair value of fixed-maturity
certificates of deposit is estimated using the rates currently
offered for deposits of similar remaining maturities.

Securities sold under repurchase agreements:  The carrying
amount for securities sold under repurchase agreement
approximates their fair value.

Short term borrowings:  The carrying amounts of short-term
borrowings approximates their fair value.

Commitments to extend credit, standby letters of credit and
financial guarantees written:  The fair value of commitments is
estimated using the fees currently charged to enter similar
agreements, taking into account the remaining terms of the
agreements and the present creditworthiness of the
counterparties.  For fixed-rate loan commitments, fair value
also considers the difference between current levels of interest
rates and the committed rates.  The fair value of guarantees and
letters of credit is based on fees currently charged for similar
agreements or on the estimated cost to terminate them or
otherwise settle the obligations with the counterparties at the
reporting date.


The estimated fair values of the company's financial instruments as of December 31, 1996 and 1995 are as follows:

                                                                              1996                          1995
                                                                    CARRYING         FAIR         CARRYING         FAIR
                                                                     AMOUNT          VALUE         AMOUNT          VALUE
                                                                                                    
Financial assets:
  Cash and cash equivalents                                         $18,969,154    $18,969,154    $29,396,117    $29,396,117
  Investment securities:
    Available for sale                                               45,611,788     45,859,357     46,479,885     46,601,970
    Other securities                                                  1,467,650      1,467,650        852,900        852,900
  Loans - Net                                                       263,504,434    263,590,306    229,248,832    229,711,573
                                          TOTAL FINANCIAL ASSETS   $329,553,026   $329,886,467   $305,977,734   $306,562,560

Financial liabilities:
  Deposits                                                         $283,810,866   $284,578,528   $267,954,773   $269,381,383
  Securities sold under repurchase agreements                        15,748,622     15,748,622      9,847,119      9,847,119
  Short term borrowings                                               2,022,129      2,022,129        748,470        748,470
                                     TOTAL FINANCIAL LIABILITIES   $301,581,617   $302,349,279   $278,550,362   $279,976,972

Unrecognized financial instruments:
  Commitments to extend credit                                       $9,791,134     $9,791,134     $9,868,007     $9,868,007
  Standby letters of credit and financial guarantees                    237,203        237,203        123,604        123,604



                    NOTE O - CONDENSED FINANCIAL INFORMATION

  Below is condensed financial information of Farmers National Banc Corp.
(parent company only).  In this information, the parent's investment in
bank subsidiary is stated at cost plus equity in undistributed earnings
of the subsidiary since acquisition.  This information should be read in
conjunction with the consolidated financial statements and related notes.



                                                                 December 31, 1996   December 31, 1995
  BALANCE SHEETS
                                                                                   
  Assets:
      Cash                                                              $1,197,314          $692,398
      Receivables                                                            7,918             7,918
      Investment in bank subsidiary                                     34,506,112        33,756,098
                                                                       $35,711,344       $34,456,414

  Liabilities:
      Accounts payable                                                  $1,010,546          $694,880
  Stockholders equity:
      Common stock                                                      24,253,806         4,111,398
      Additional paid-in capital                                                 0        16,059,118
      Retained earnings                                                 14,766,370        13,591,018
      Treasury Stock                                                    (4,319,378)                0
  TOTAL STOCKHOLDERS EQUITY                                             34,700,798        33,761,534
                                                                       $35,711,344       $34,456,414




  STATEMENTS OF INCOME
Years ended                                                         December 31, 1996  December 31, 1995  December 31, 1994
                                                                                                   
  Income:
     Equity in net income of subsidiary                                 $4,194,441        $3,621,920        $3,472,068
  Other expenses                                                           (63,026)          (45,691)          (48,118)
                                                      NET INCOME        $4,131,415        $3,576,229        $3,423,950

STATEMENTS OF CASH FLOWS
Years ended                                                        December 31, 1996  December 31, 1995   December 31, 1994
Cash flows from operating activities:
Net income                                                              $4,131,415        $3,576,229        $3,423,950
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Decrease in deferred director fees                                      (1,316)           (1,302)           (1,233)
    Income from subsidiary                                              (4,194,441)       (3,621,920)       (3,472,068)
    Dividends received from subsidiary                                   6,026,778         1,267,017         1,283,911
                       NET CASH PROVIDED BY OPERATING ACTIVITIES         5,962,436         1,220,024         1,234,560

Cash flows from investing activities:
  Investment in subsidiary                                              (2,582,350)       (1,874,575)       (1,525,446)
                           NET CASH USED IN INVESTING ACTIVITIES        (2,582,350)       (1,874,575)       (1,525,446)
Cash flows from financing activities:
  Purchase of Treasury Stock                                            (4,319,378)                0                 0
  Dividends paid                                                        (1,138,142)       (1,167,362)         (999,957)
  Proceeds from sale of common stock                                     2,582,350         1,874,577         1,525,446
             NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES        (2,875,170)          707,215           525,489
                                            NET INCREASE IN CASH           504,916            52,664           234,603

CASH
  Beginning of year                                                        692,398           639,734           405,131
  End of year                                                           $1,197,314          $692,398          $639,734
<FN>
  Cash dividends of $6,026,778, $1,267,017 and $1,283,911 were recevied from the bank subsidiary in 1996, 1995 and 1994,
respectively.
</FN>



INSIDE BACK COVER

Drawing of Map of Ohio Highlighting Branch Locations

MAIN OFFICE

  20 S. Broad St., Canfield, OH 44406                  533-3341         
        

AUSTINTOWN

  22 N. Niles-Canfield Rd. Youngstown, OH 44515        792-1411       


COLONIAL PLAZA

  401 E. Main St. Canfield, OH 44406                   533-2686         
        

CORNERSBURG

  3619 S. Meridian Rd. Youngstown, OH 44511            793-3971        


LAKE MILTON

  17817 Mahoning Ave. Lake Milton, OH 44429            654-3351        


SALEM

  1858 E. State St. Salem, OH 44460                    332-1558         
      

WESTERN RESERVE

  102 W. Western Reserve Rd. Youngstown, OH 44514      726-8896


COLUMBIANA

  340 State Rt. 14 Columbiana, OH 44408                482-1974         
  
 
LEETONIA

  16 Walnut St. Leetonia, OH 44431                     427-2436         
      

DAMASCUS

  29053 State Route 62 Damascus, OH 44619              537-4004