Exhibit 99

                                 PROXY

                    LEBANON CITIZENS NATIONAL BANK
                               P.O. Box 59
                          Lebanon, Ohio 45036
   
        PROXY FOR SPECIAL MEETING OF SHAREHOLDERS CALLED FOR
                           ________________, 1999

THIS PROXY IS SOLICITED BY MANAGEMENT AND UNLESS OTHERWISE MARKED
WILL BE VOTED FOR THE PROPOSAL.

The undersigned, having received notice of the Special Meeting of
Shareholders of Lebanon Citizens National Bank, Lebanon, Ohio to be
held at 10:00 a.m., Tuesday, _______________, 1999, at the main
office of the bank, located at 2 North Broadway, Lebanon, Ohio,
hereby designates and appoints
______________________________________, or any of them, as attorneys
and proxies for the undersigned, with full power of substitution, to
vote for and in the name of the undersigned all shares of the common
stock of Lebanon Citizens National Bank which the undersigned is
entitled to vote at such Special Meeting of Shareholders, or at any
adjournment thereof, such proxies being directed to vote as
specified below on the following proposal:

Management recommends a vote FOR the proposal.

Proposal  To vote on the approval of the following Resolution:

RESOLVED, Lebanon Citizens National Bank reorganize into a bank
holding company structure as described in the Proxy
Statement/Prospectus and the Appendices attached to the Proxy
Statement/Prospectus that the Lebanon Citizens National Bank sent
with the Proxy Statement/Prospectus sent to the shareholders.

     FOR______         AGAINST______             ABSTAIN______

If this Proxy is properly signed but one or more of the above
ballots are not marked, such proxies are authorized to vote the
shares represented by this proxy in accordance with their
discretion.  It is the present intention of such proxies to vote for
the election of directors as nominated herein, for the merger
proposal and for the ratification of the auditors, and in the best
interest of Lebanon Citizens, in the judgment of the proxies,
concerning any other matters presented at the meeting.

The undersigned reserves the right to revoke this Proxy at any time
until the Proxy is voted at the Special Meeting.  The Proxy may be
revoked by a later dated Proxy, by giving written notice to Lebanon
Citizens at any time before the Proxy is voted, or in open meeting.
    

DATED:________________               _______________________
                                     Signature

_________________________________    _______________________ 
(Number of Shares)                   Signature

(Please sign Proxy as your name appears on your stock
certificate(s).  Joint owners should each sign personally.  When
signing as attorney, executor, administrator, trustee, guardian or
corporate officer, please give your full title as such.)

ALL FORMER PROXIES
ARE HEREBY REVOKED

PLEASE DATE, SIGN, AND MAIL THIS PROXY TO THE PROXY COMMITTEE, IN
CARE OF LEBANON CITIZENS NATIONAL BANK, P.O. BOX 59, LEBANON, OHIO
45036.  A PRE-ADDRESSED ENVELOPE IS ENCLOSED.