Exhibit 8, 23.3







Susan B. Zaunbrecher, Esq.
zaunbrec@dinslaw.com
(513) 977-8171


                               April 5, 1999

LCNB Corp.
P.O. Box 59
Lebanon, Ohio 45036

Ladies and Gentlemen

This opinion is rendered for use in connection with the
Registration Statement on Form S-4, under the Securities Act of
1933, Securities and Exchange Commission File No. 333-70913 (the
"Registration Statement") filed by LCNB Corp. with the Securities
and Exchange Commission pursuant to which up to 1,760,000 shares of
LCNB Corp.'s common stock are to be registered for purposes of the
proposed reorganization whereby Lebanon Citizens National Bank will
be merged with and into LC Interim National Bank, a wholly owned
subsidiary of LCNB Corp., in order to effect a holding company
structure.  As counsel for LCNB Corp., we have been requested to
render our opinion with respect to certain tax matters and
consequences of the reorganization described in the Registration
Statement.  All capitalized terms used herein which are not defined
shall have the meanings ascribed to them in the Registration
Statement.

We hereby consent to the filing of this opinion as Exhibit 8 and
23.3 to the Registration Statement and the reference to our name in
the Registration Statement.

We have reviewed the terms of the proposed transaction as set forth
in the Plan and Agreement of Merger and the Agreement of Merger and
described in the Registration Statement.

Our opinion is limited to the matters expressly addressed above.  No
opinion is given or should be inferred as to any other issue.  Our
opinion is further based on our analysis of the applicable
provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Regulations, Internal Revenue Service Rulings, and
judicial decisions interpreting the Code as in effect on the date
hereof, all of which are subject to change, prospectively or
retroactively.

Based upon and subject to the foregoing, our opinion is as follows:

1.  The proposed statutory merger will qualify as a tax-free
reorganization within the meaning of Section 368(a)(1)(A) and
Section 368(a)(2)(D) of the Internal Revenue Code of 1986.  Lebanon
Citizens, the Interim Bank and LCNB Corp. will each be a party to
the reorganization within the meaning of Section 368(b) of the Code.

2. No gain or loss will be recognized by Lebanon Citizens upon the
transfer of substantially all of its assets to the Interim Bank in
exchange for LCNB Corp.'s common stock, and the assumption of all of
Lebanon Citizens' liabilities by the Interim Bank.

3. No gain or loss will be recognized by either LCNB Corp. or the
Interim Bank upon the acquisition by the Interim Bank of
substantially all of the assets of Lebanon Citizens in exchange for
LCNB Corp.'s common stock.

4. The basis of the assets of Lebanon Citizens acquired by the
Interim Bank will be the same in the hands of the Interim Bank as
the basis of such assets in the hands of Lebanon Citizens
immediately prior to the merger.  The holding periods of the assets
of Lebanon Citizens received by the Interim Bank will include the
periods for which such assets were held by Lebanon Citizens.

5. No gain or loss will be recognized by the shareholders of Lebanon
Citizens upon the exchange of Lebanon Citizens common stock into
LCNB Corp. common stock.

6. The federal income tax basis of the shares of LCNB Corp. common
stock received by the shareholders of Lebanon Citizens will be the
same as the basis of Lebanon Citizens common stock surrendered
therefor.

7. The holding period of LCNB Corp. common stock received by the
shareholders of Lebanon Citizens will include the period during
which Lebanon Citizens common stock surrendered therefor was held,
provided that Lebanon Citizens common stock was a capital asset in
the hands of the shareholders of Lebanon Citizens on the date of the
consummation of the transaction.

8. The Interim Bank shall take into account as of the date of the
proposed merger (as defined in Section 1.381(b)-1(b) of the
Regulations promulgated under Code Section 381), the items described
in Section 381(c) of the Code subject to the conditions and
limitations of Sections 381, 382, 383 and 384 of the Internal
Revenue Code of 1986 and the regulations thereunder.
    
                                       Very truly yours,
                                       
                                       DINSMORE & SHOHL LLP

                                       /s/ Susan B. Zaunbrecher
                                       Susan B. Zaunbrecher
SBZ:gt