UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549



FORM 10-Q



(Mark One)



(  X  )

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended June 30, 2006



(      )

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the transition period from

to





Commission File Number  000-26121



LCNB Corp.

(Exact name of registrant as specified in its charter)



Ohio

31-1626393

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)



2 North Broadway, Lebanon, Ohio   45036

(Address of principal executive offices, including Zip Code)



(513) 932-1414

(Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

.                                                 [X] Yes         [  ] No



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

[  ] Large accelerated filer          [X] Accelerated filer          [  ] Non-accelerated filer



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

.                                                 [  ] Yes         [X] No



The number of shares outstanding of the issuer's common stock, without par value, as of July 28, 2006 was 3,238,408 shares.





LCNB Corp.



INDEX

Page No.

Part I - Financial Information



Item 1.      Financial Statements



Consolidated Balance Sheets -

June 30, 2006, and December 31, 2005

1



Consolidated Statements of Income -

Three and Six Months Ended June 30, 2006 and 2005

2



Consolidated Statements of Comprehensive Income -

Three and Six Months Ended June 30, 2006 and 2005

3



Consolidated Statements of Stockholders' Equity -

Six Months Ended June 30, 2006 and 2005

4



Consolidated Statements of Cash Flows -

Six Months Ended June 30, 2006 and 2005

5



Notes to Consolidated Financial Statements

6-15



Report of Independent Registered Public Accounting Firm

16



Item 2.      Management's Discussion and Analysis of Financial

Condition and Results of Operations

17-29



Item 3.      Quantitative and Qualitative Disclosures about

Market Risks

30



Item 4.      Controls and Procedures

31



Part II - Other Information



Item 1.      Legal Proceedings

32



Item 1A.   Risk Factors

32



Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds

32



Item 3.      Defaults Upon Senior Securities

33



Item 4.      Submission of Matters to a Vote of Security Holders

33



Item 5.      Other Information

33



Item 6.      Exhibits

34



Signatures

35





|                                                                                                          | LCNB CORP. AND SUBSIDIARIES                                 
|--------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------
|                                                                                                          | CONSOLIDATED BALANCE SHEETS                                 
|                                                                                                          | (Dollars in thousands)                                      
|                                                                                                          |                                                             
|                                                                                                          |                                                             
|                                                                                                          |                                                             
|                                                                                                          |                                                             
|ASSETS:                                                                                                   |                                                             
|                                                                                                          | Cash and due from banks                                     
|                                                                                                          | Federal funds sold and interest-bearing demand deposits     
|                                                                                                          |                                                             
|                                                                                                          |                                                             
|                                                                                                          | Securities available for sale, at market value              
|                                                                                                          | Federal Reserve Bank stock and Federal Home                 
|                                                                                                          |                                                             
|                                                                                                          | Loans, net                                                  
|                                                                                                          | Premises and equipment, net                                 
|                                                                                                          | Intangibles, net                                            
|                                                                                                          | Bank owned life insurance                                   
|                                                                                                          | Other assets                                                
|                                                                                                          |                                                             
|                                                                                                          |                                                             
|LIABILITIES:                                                                                              |                                                             
|                                                                                                          | Deposits                                                   
|                                                                                                          |                                                             
|                                                                                                          |                                                             
|                                                                                                          |                                                             
|                                                                                                          | Long-term debt                                              
|                                                                                                          | Accrued interest and other liabilities                      
|                                                                                                          |                                                             
|                                                                                                          |                                                             
|SHAREHOLDERS EQUITY:                                                                                     |                                                             
|                                                                                                          | Preferred stock  no par value, authorized 1,000,000 shares,
|                                                                                                          |                                                             
|                                                                                                          | Common stock  no par value, authorized 8,000,000 shares,   
|                                                                                                          |                                                             
|                                                                                                          | Surplus                                                     
|                                                                                                          | Retained earnings                                           
|                                                                                                          | Treasury shares at cost, 298,276 and 274,676 shares at      
|                                                                                                          |                                                             
|                                                                                                          | Accumulated other comprehensive income (loss), net of taxes 
|                                                                                                          |                                                             
|                                                                                                          |                                                             
|                                                                                                          |                                                             
|                                                                                                          |                                                             
|                                                                                                          |                                                             
|The accompanying notes to the consolidated financial statements are an integral part of these statements.



-1-





|LCNB CORP. AND SUBSIDIARIES                                                                              
|---------------------------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF INCOME                                                                        
|(Dollars in thousands)                                                                                   
|(Unaudited)                                                                                              
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|INTEREST INCOME:                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|INTEREST EXPENSE:                                                                                        
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|NON-INTEREST INCOME:                                                                                     
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|NON-INTEREST EXPENSE:                                                                                    
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|PROVISION FOR INCOME TAXES                                                                               
|                                                                                                         
|                                                                                                         
|Dividends declared per common share                                                                      
|                                                                                                         
|Earnings per common share:                                                                               
|                                                                                                         
|                                                                                                         
|                                                                                                         
|Average shares outstanding:                                                                              
|                                                                                                         
|                                                                                                         
|                                                                                                         
|The accompanying notes to the consolidated financial statements are an integral part of these statements.
|                                                                                                         



-2-





|LCNB CORP. AND SUBSIDIARIES                                                                              
|---------------------------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME                                                          
|(In thousands)                                                                                           
|(Unaudited)                                                                                              
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|Net Income                                                                                               
|                                                                                                         
|Other comprehensive income (loss):                                                                       
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|The accompanying notes to the consolidated financial statements are an integral part of these statements.





-3-





|LCNB CORP. AND SUBSIDIARIES                                                                                
|-----------------------------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY                                                            
|(In thousands)                                                                                             
|(Unaudited)                                                                                                
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|Balance January 1, 2006                                                                                    
|                                                                                                           
|Net income                                                                                                 
|                                                                                                           
|Change in estimated fair value of
securities available-for-sale, net of tax
and reclassification adjustment
|                                                                                                           
|Compensation expense relating to
stock options                                                             
|                                                                                                           
|Treasury shares purchased                                                                                  
|                                                                                                           
|Cash dividends declared, $0.60 per share                                                                   
|Balance June 30, 2006                                                                                      
|                                                                                                           
|                                                                                                           
|Balance January 1, 2005                                                                                    
|                                                                                                           
|Net income                                                                                                 
|                                                                                                           
|Change in estimated fair value of
securities available-for-sale, net of tax
and reclassification adjustment
|                                                                                                           
|Compensation expense relating to
stock options                                                             
|                                                                                                           
|Treasury shares purchased                                                                                  
|                                                                                                           
|Cash dividends declared, $0.58 per share                                                                   
|Balance June 30, 2005                                                                                      
|                                                                                                           
|The accompanying notes to the consolidated financial statements are an integral part of these statements.  





-4-





|LCNB CORP. AND SUBSIDIARIES                                                                              
|---------------------------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                                                    
|(In thousands)                                                                                           
|(unaudited)                                                                                              
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                    
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                    
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                    
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                         
|                                                                                                         
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                               
|                                                                                                         
|SUPPLEMENTAL CASH FLOW INFORMATION:                                                                      
|CASH PAID DURING THE YEAR FOR:                                                                           
|                                                                                                         
|                                                                                                         
|                                                                                                         
|SUPPLEMENTAL DISCLOSURES OF
NON-CASH INVESTING ACTIVITY:                                                 
|                                                                                                         
|                                                                                                         
|The accompanying notes to the consolidated financial statements are an integral part of these statements.





-5-









LCNB Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)





Note 1 - Basis of Presentation

Substantially all of the assets, liabilities and operations of LCNB Corp. ("LCNB") are attributable to its wholly owned subsidiaries, Lebanon Citizens National Bank ("Lebanon Citizens") and Dakin Insurance Agency, Inc. ("Dakin").  The accompanying unaudited consolidated financial statements include the accounts of LCNB, Lebanon Citizens, and Dakin.



The unaudited interim consolidated financial statements, which have been reviewed by J.D. Cloud & Co. L.L.P., LCNBs independent registered public accounting firm, in accordance with standards established by the Public Company Accounting Oversight Board, as indicated by their report included herein and which does not express an opinion on those statements, have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the rules and regulations of the Securities and Exchange Commission (the SEC).  Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.  In the opinion of management, the unaudited consolidated financial statements include all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation of financial position, results of operations, and cash flows for the interim periods, as required by Regulation S-X, Rule 10-01.



Certain prior period data presented in the financial statements have been reclassified to conform with the current year presentation.



The preparation of financial statements in conformity with U.S. 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.



Results of operations for the three and six months ended June 30, 2006 are not necessarily indicative of the results to be expected for the full year ending December 31, 2006.  These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements, accounting policies, and financial notes thereto included in LCNB's 2005 Form 10-K filed with the SEC.





Note 2 - Acquisition

On May 31, 2006, Dakin purchased the existing book of business of Altemeier Oliver & Company Agency, Inc. (AOC), an independent insurance agency located in Blue Ash, Ohio. The acquisition of AOC will be accounted for using the purchase accounting method and the results of operations of AOC have been included in the consolidated financial statements of LCNB since the acquisition date.  LCNB and Dakin are in the process of finalizing the allocation of the purchase price to the acquired assets, which consist solely of intangible assets, including a customer list and covenants not to compete. LCNB anticipates the amortization period of the collective intangible assets will approximate ten years.





-6-









LCNB Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

(Continued)





Note 3 - Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period.  Diluted earnings per share is adjusted for the dilutive effects of stock options.  The diluted average number of common shares outstanding has been increased for the assumed exercise of stock options with proceeds used to purchase treasury shares at the average market price for the period.  The computations were as follows for the three and six months ended June 30 (thousands, except share and per share data):



|                                                                                                                    |   |           | For the Three Months |           |  |           | For the Six Months |          
|------------------------------------------------------------------------------------------------------------------- | - | --------- | -------------------- | --------- |  | --------- | ------------------ | ---------
|                                                                                                                    |   |           | Ended June 30,       |           |  |           | Ended June 30,     |          
|                                                                                                                    |   | 2006      |                      | 2005      |  | 2006      |                    | 2005     
|                                                                                                                    |   |           |                      |           |  |           |                    |          
|Net income                                                                                                          | $ | 1,609     |                      | 1,692     |  | 3,218     |                    | 3,098    
|                                                                                                                    |   |           |                      |           |  |           |                    |          
|Weighted average number of shares outstanding used in the calculation of basic earnings per common share            |   | 3,256,132 |                      | 3,312,498 |  | 3,261,945 |                    | 3,319,482
|                                                                                                                    |   |           |                      |           |  |           |                    |          
|Add dilutive effect of stock options                                                                                |   | 1,273     |                      | 1,305     |  | 1,249     |                    | 1,341    
|                                                                                                                    |   |           |                      |           |  |           |                    |          
|Adjusted weighted average number of shares outstanding used in the calculation of diluted earnings per common share |   | 3,257,405 |                      | 3,313,803 |  | 3,263,194 |                    | 3,320,823
|                                                                                                                    |   |           |                      |           |  |           |                    |          
|Basic earnings per common share                                                                                     | $ | 0.49      |                      | 0.51      |  | 0.99      |                    | 0.93     
|                                                                                                                    |   |           |                      |           |  |           |                    |          
|Diluted earnings per common share                                                                                   | $ | 0.49      |                      | 0.51      |  | 0.99      |                    | 0.93     
|                                                                                                                    |   |           |                      |           |  |           |                    |          









- 7 -









LCNB Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

(Continued)





Note 4 -  Investment Securities

The amortized cost and estimated market value of available-for-sale investment securities at June 30, 2006 and December 31, 2005 are summarized as follows (thousands):



|                                       | June 30, 2006 |               
|-------------------------------------- | ------------- | --------------
|                                       |               | Amortized
Cost
|U.S. Treasury notes                    | $             | 4,192         
|U.S. Agency notes                      |               | 36,993        
|U.S. Agency mortgage-backed securities |               | 18,966        
|Municipal securities:                  |               |               
|Non-taxable                            |               | 47,004        
|Taxable                                |               | 6,683         
|                                       | $             | 113,838       



|                                       | December 31, 2005
|-------------------------------------- | -----------------
|                                       |                  
|                                       |                  
|U.S. Treasury notes                    | $                
|U.S. Agency notes                      |                  
|U.S. Agency mortgage-backed securities |                  
|Municipal securities:                  |                  
|Non-taxable                            |                  
|Taxable                                |                  
|                                       | $                



Information concerning securities with gross unrealized losses at June 30, 2006, aggregated by length of time that individual securities have been in a continuous loss position, is as follows (thousands):



|                                        |   | Less than Twelve Months |  | Twelve Months or More
|--------------------------------------- | - | ----------------------- |  | ---------------------
|                                        |   | Fair
Value              |  | Unrealized
Losses    
|                                        |   |                         |  |                      
|U.S. Treasury notes                     | $ | -                       |  | -                    
|U.S. Agency notes                       |   | 10,663                  |  | 54                   
|U.S. Agency mortgage-
backed securities |   | 2,065                   |  | 53                   
|Municipal securities:                   |   |                         |  |                      
|Non-taxable                             |   | 13,656                  |  | 180                  
|Taxable                                 |   | 2,261                   |  | 5                    
|                                        | $ | 28,645                  |  | 292                  



- 8 -









LCNB Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

(Continued)





Note 4 -  Investment Securities (continued)

The decline in fair values is primarily due to increases in market interest rates.  Unrealized losses on securities at June 30, 2006 have not been recognized into income currently because management has the intent and ability to hold the securities for a period of time sufficient to allow for any anticipated recovery in fair values.  Therefore, no individual declines are deemed to be other than temporary.





Note 5 - Loans

Major classifications of loans at June 30, 2006 and December 31, 2005 are as follows (thousands):



|                                   |            |         | June 30, |  | December 31,
|---------------------------------- | ---------- | ------- | -------- |  | ------------
|                                   |            |         | 2006     |  |             
|Commercial and industrial          | $          | 32,370  |          |  | 34,607      
|Commercial, secured by real estate |            | 136,533 |          |  | 124,823     
|Residential real estate            |            | 162,386 |          |  | 161,656     
|Consumer                           |            | 38,813  |          |  | 35,879      
|Agricultural                       |            | 2,452   |          |  | 1,978       
|Other loans                        |            | 137     |          |  | 152         
|Lease financing                    |            | 16      |          |  | 37          
|                                   |            |         | 372,707  |  |             
|Deferred net origination costs     |            | 796     |          |  | 669         
|                                   |            |         | 373,503  |  |             
|Less allowance for loan losses     |            | 2,051   |          |  | 2,150       
|                                   | Loans, net | $       | 371,452  |  |             
|                                   |            |         |          |  |             

Changes in the allowance for loan losses for the six months ended June 30, 2006 and 2005 were as follows (thousands):



|                            |                         |       | Six Months Ended
|--------------------------- | ----------------------- | ----- | ----------------
|                            |                         |       | June 30,        
|                            |                         |       | 2006            
|Balances, beginning of year | $                       | 2,150 |                 
|Provision for loan losses   |                         | 34    |                 
|Charge-offs                 |                         | (324) |                 
|Recoveries                  |                         | 191   |                 
|                            | Balances, end of period | $     | 2,051           



-9-









LCNB Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

(Continued)





Note 5 - Loans (continued)

Charge-offs for the six months ended June 30, 2006 consisted of residential and commercial real estate loans, consumer loans, and checking and NOW account overdrafts.  Charge-offs for the six months ended June 30, 2005 consisted primarily of consumer loans and checking and NOW account overdrafts.



Non-accrual, past-due, and restructured loans as of June 30, 2006 and December 31, 2005 were as follows (thousands):



|                                            |       |       | June 30, |  | December 31,
|------------------------------------------- | ----- | ----- | -------- |  | ------------
|                                            |       |       | 2006     |  |             
|Non-accrual loans                           | $     | 360   |          |  | 785         
|Past-due 90 days or more and still accruing |       | 142   |          |  | 61          
|Restructured loans                          |       | 3,610 |          |  | 1,717       
|                                            | Total | $     | 4,112    |  |             



Non-accrual loans at June 30, 2006 consisted of one real estate mortgage loan and one loan secured by farmland.  Non-accrual loans at December 31, 2005 consisted of two real estate mortgage loans.  Loans past-due 90 days or more and still accruing interest at June 30, 2006 consisted of one real estate mortgage loan and consumer loans.  Loans past-due 90 days or more at  December 31, 2005 consisted primarily of consumer loans.



Restructured loans at June 30, 2006 and December 31, 2005 include a commercial loan secured by a combination of mortgages and other collateral.  The principal balance of this loan at June 30, 2006 and December 31, 2005 was $1,262,000 and $1,717,000, respectively.  The reduction in the balance as of June 30, 2006 is due to principal payments received.  Restructured loans at June 30, 2006 include two additional commercial loans to a single borrower that are secured by commercial real estate.



Real estate acquired through foreclosure was $752,000 and $85,000 at June 30, 2006 and December 31, 2005, respectively, and is included in other assets in the consolidated balance sheets.  Real estate acquired at June 30, 2006 consisted of one single-family residential home.  Real estate acquired at December 31, 2005 consisted of two single-family residential homes that were sold in 2006.



Mortgage loans sold to and serviced for the Federal Home Loan Mortgage Corporation ("FHLMC") are not included in the accompanying balance sheets.  The unpaid principal balances of those loans at June 30, 2006 and December 31, 2005 were $44,819,000 and $46,244,000, respectively.  Loans sold to the FHLMC during the three and six months ended June 30, 2006 totaled $902,000 and $2,125,000, respectively, and $2,068,000 and $2,796,000 during the three and six months ended June 30, 2005, respectively.





-10-









LCNB Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

(Continued)





Note 6  Long-Term Debt and Other Borrowings

On March 31, 2006, a $2 million advance from the Federal Home Loan Bank, bearing an interest rate of 5.54%, matured and was paid in full by LCNB.



At June 30, 2006 and December 31, 2005, accrued interest and other liabilities included U.S. Treasury demand note borrowings of approximately $251,000 and $1,031,000, respectively.  The interest rate on these borrowings is variable and was 4.94% and 4.00% at June 30, 2006 and December 31, 2005, respectively.





Note 7  Regulatory Capital

Lebanon Citizens and LCNB are required by regulators to meet certain minimum levels of capital adequacy. These are expressed in the form of certain ratios. Capital is separated into Tier 1 capital (essentially shareholders' equity less goodwill and other intangibles) and Tier 2 capital (essentially the allowance for loan losses limited to 1.25% of risk-weighted assets). The first two ratios, which are based on the degree of credit risk in LCNB's assets, provide for weighting assets based on assigned risk factors and include off-balance sheet items such as loan commitments and stand-by letters of credit. The ratio of Tier 1 capital to risk-weighted assets must be at least 4.0% and the ratio of Total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets must be at least 8.0%.  The capital leverage ratio supplements the risk-based capital guidelines. Banks are required to maintain a minimum ratio of Tier 1 capital to adjusted quarterly average total assets of 3.0%.



For various regulatory purposes, financial institutions are classified into categories based upon capital adequacy.  The highest "well-capitalized" category requires capital ratios of at least 10% for total risk-based, 6% for Tier 1 risk-based, and 5% for leverage.  As of the most recent notification from their regulators, Lebanon Citizens and LCNB were categorized as "well-capitalized" under the regulatory framework for prompt corrective action.  Management believes that no conditions or events have occurred since the last notification that would change the Lebanon Citizens' or LCNB's category.  A summary of the regulatory capital and capital ratios of LCNB follows:



































-11-









LCNB Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

(Continued)





Note 7  Regulatory Capital (continued)



|                                   |                                          |                           |         | At                     |       |              | At     | 
|---------------------------------- | ---------------------------------------- | ------------------------- | ------- | ---------------------- | ----- | ------------ | ------ | 
|                                   |                                          |                           |         | June 30,               |       | December 31,
|                                   |                                          |                           |         | 2006                   |       |              | 2005   | 
|                                   |                                          |                           |         | (Dollars in thousands) |      
|Regulatory Capital:                |                                          |                           |        
|                                   | Shareholders' equity                     | $                         | 51,916  |                        |       | 52,022       |       
|                                   | Goodwill and other intangibles           |                           | (1,563) |                        |       | (1,348)      |       
|                                   | Net unrealized securities losses (gains) |                           | 1,180   |                        |       | 701          |       
|                                   |                                          | Tier 1 risk-based capital |         | 51,533                 |       |              | 51,375 | 
|                                   |                                          |                           |         |                        |       |              |        | 
|Eligible allowance for loan losses |                                          | 2,051                     |         |                        | 2,150 |             
|                                   |                                          | Total risk-based capital  | $       | 53,584                 |       |              | 53,525 | 
|                                   |                                          |                           |         |                        |       |              |        | 
|Capital ratios:                    |                                          |                           |         |                        |       |             
|                                   | Total risk-based (required 8.00%)        |                           | 14.45%  |                        |       | 14.94%       |       
|                                   | Tier 1 risk-based (required 4.00%)       |                           | 13.90%  |                        |       | 14.34%       |       
|                                   | Leverage (required 3.00%)                |                           | 9.54%   |                        |       | 9.55%        |       
|                                   |                                          |                           |         |                        |       |              |        | 





Note 8 - Commitments and Contingent Liabilities

LCNB 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 included commitments to extend credit.  They involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets.  Exposure to credit loss in the event of nonperformance by the other parties to financial instruments for commitments to extend credit is represented by the contract amount of those instruments.



LCNB uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.  Financial instruments whose contract amounts represent off-balance-sheet credit risk at June 30, 2006 and December 31, 2005 were as follows (thousands):



| |                              |   | June 30, |  | December 31,
| | ---------------------------- | - | -------- |  | ------------
| |                              |   | 2006     |  |             
| | Commitments to extend credit | $ | 89,642   |  |             
| | Standby letters of credit    |   | 5,761    |  |             



-12-

LCNB Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

(Continued)





Note 8  Commitments and Contingent Liabilities (continued)

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.  They include amounts not drawn on line of credit loans, commitments to make new loans, and unused overdraft protection amounts on demand and NOW accounts.  Commitments generally have fixed expiration dates or other termination clauses.  At June 30, 2006, $17,580,000 of such commitments were for fixed rate products and unused overdraft protection amounts and $72,062,000 were for adjustable rate products.



Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party.  At June 30, 2006 and December 31, 2005, outstanding guarantees of $1,707,000 and $1,892,000, respectively, were issued to developers and contractors.  These guarantees generally are fully secured and have varying maturities.  In addition, LCNB has a participation in a letter of credit securing payment of principal and interest on a bond issue.  The participation amount at June 30, 2006 and December 31, 2005 was approximately $4.1 million.  The letter of credit will expire on July 15, 2009.  It is secured by an assignment of rents and the underlying real property.



LCNB evaluates each customer's credit worthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary, is based on management's credit evaluation of the borrower.  Collateral held varies, but may include accounts receivable; inventory; property, plant and equipment; residential realty; and income-producing commercial properties.



Management believes that LCNB has sufficient liquidity to fund its commitments.



LCNB and its subsidiaries are parties to various claims and proceedings arising in the normal course of business.  Management, after consultation with legal counsel, believes that the liabilities, if any, arising from such proceedings and claims will not be material to the consolidated financial position or results of operations.









-13-









LCNB Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

(Continued)





Note 9 - Stock Options

Under the Ownership Incentive Plan (the "Plan") LCNB may grant stock-based awards to eligible employees.  The awards may be in the form of stock options, share awards, and/or appreciation rights.  The Plan provides for the issuance of up to 100,000 shares.  As of June 30, 2006, only stock options have been granted under the Plan.  Options granted to date vest ratably over a five year period and expire ten years after the date of grant.  Stock options outstanding at June 30, 2006 were as follows (thousands):



|  |                | Outstanding |                                 | Exercisable |        |                                
|- | -------------- | ----------- | ------------------------------- | ----------- | ------ | -------------------------------
|  | Exercise
Price | Number      | Weighted
Average
Exercise
Price |             | Number | Weighted
Average
Exercise
Price
|$ | 26.1875        | 5,528       | $                               | 26.1875     |        | 3,317                          
|  | 35.3150        | 4,054       |                                 | 35.3150     |        | 1,622                          
|  | 37.9000        | 3,967       |                                 | 37.9000     |        | -                              
|  |                | 13,549      |                                 | 32.3478     |        | 4,939                          



The estimated weighted-average fair value of the options granted in 2006 was $9.01 per option.  The fair value was estimated at the date of grant using the Black-Scholes option-pricing model and the following assumptions:



|                                         | 2006     
|---------------------------------------- | ---------
|Risk-free interest rate                  | 4.64%    
|Average dividend yield                   | 3.04%    
|Volatility factor of the expected market |          
|price of the Company's common stock      | 22.70%   
|Average life                             | 8.5 years



Compensation expense recognized in the consolidated statements of income for all stock options granted prior to January 1, 2005 is determined using the modified prospective approach as allowed by SFAS No. 123 (revised).  Total expense related to options included in salaries and wages in the consolidated statements of income for the three and six months ended June 30, 2006 were $4,000 and $7,000, respectively and $2,000 and $4,000 for the three and six months ended June 30, 2005, respectively.









-14-









LCNB Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

(Continued)





Note 10  Employee Benefits

LCNB has a noncontributory defined benefit retirement plan that covers all regular full-time employees.  The components of net periodic pension cost for the three and six months ended June 30, 2006 and 2005, are summarized as follows (thousands):



|                                |   |      | For the Three Months |      |  |       | For the Six Months |      
|------------------------------- | - | ---- | -------------------- | ---- |  | ----- | ------------------ | -----
|                                |   |      | Ended June 30,       |      |  |       | Ended June 30,     |      
|                                |   | 2006 |                      | 2005 |  | 2006  |                    | 2005 
|                                |   |      |                      |      |  |       |                    |      
|Service cost                    | $ | 161  |                      | 157  |  | 322   |                    | 312  
|Interest cost                   |   | 83   |                      | 74   |  | 165   |                    | 147  
|Expected return on plan assets  |   | (91) |                      | (81) |  | (181) |                    | (161)
|Amortization on net (gain) loss |   | 1    |                      | -    |  | 1     |                    | 1    
|Net periodic pension cost       |   | 154  |                      | 150  |  | 307   |                    | 299  
|                                |   |      |                      |      |  |       |                    |      

LCNB previously disclosed in its consolidated financial statements for the year ended December 31, 2005, that it expected to contribute $875,000 to its pension plan in 2006.  As of June 30, 2006, no contributions have been made.





Note 11  Recent Accounting Pronouncements

Statement of Financial Accounting Standards (SFAS) No. 155, Accounting for Certain Hybrid Financial Instrumentsan amendment of FASB Statements No. 133 and 140, was issued in February, 2006.  It amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.  This statement is effective for all financial instruments acquired or issued after the beginning of an entitys first fiscal year that begins after September 15, 2006.  LCNB has not made any transactions covered by SFAS No. 155 and is not affected by the pronouncement.



SFAS No. 156, Accounting for Servicing of Financial Assets, was issued in March, 2006.  It amends SFAS No. 140 and requires that a separately recognized mortgage servicing asset or liability be initially measured at fair value.  After initial recognition, an entity may choose either the amortization method or the fair value method for subsequent measurement.  Under the amortization method, the servicing asset or liability is amortized to income over the estimated life of the asset or liability.  Under the fair value method, the servicing asset or liability is measured at fair value at each financial reporting date and changes in fair value are recognized to income.  This statement is effective at the beginning of the first fiscal year beginning after September 15, 2006.  Management does not anticipate that adoption of SFAS No. 156 will have a material affect on LCNBs income due to the limited number of loans currently being sold in the secondary market.



Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109, was issued in July, 2006.  It provides additional guidance for financial statement recognition of tax positions taken in tax returns.  The interpretation is effective for fiscal years beginning after December 15, 2006.  Management does not anticipate that the guidance in the interpretation will have a material affect on LCNBs financial results.

-15-









REPORT OF INDEPENDENT  REGISTERED PUBLIC ACCOUNTING FIRM







To the Board of Directors and Shareholders

LCNB Corp. and subsidiaries

Lebanon, Ohio





We have reviewed the accompanying consolidated balance sheet of LCNB Corp. and subsidiaries as of June 30, 2006, and the related consolidated statements of income and comprehensive income for each of the three-month and six-month periods ended June 30, 2006 and 2005, and the related consolidated statements of shareholders equity and cash flows for each of the six-month periods ended June 30, 2006 and 2005.  These financial statements are the responsibility of the Company's management.



We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.



Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.



We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of LCNB Corp. and subsidiaries as of December 31, 2005 (presented herein), and the related consolidated statements of income, shareholders' equity, and cash flows for the year then ended (not presented herein), and in our report dated February 16, 2006, we expressed an unqualified opinion on those consolidated financial statements.  In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2005, is fairly stated in all material respects, in relation to the consolidated balance sheet from which it has been derived.









/s/ J.D. Cloud & Co. L.L.P.





Cincinnati, Ohio

July 27, 2006







-16-









LCNB Corp. and Subsidiaries



Item 2. Management's Discussion and Analysis of Financial Condition and Results of

Operations



Forward Looking Statements

Certain matters disclosed herein may be deemed to be forward-looking statements that involve risks and uncertainties.  Forward looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by the use of qualifying words and their derivatives such as expects, anticipates, believes, estimates, plans, projects, or other statements concerning opinions or judgments of the Company and its management about future events.   Factors that could influence the accuracy of such forward looking statements include, but are not limited to, regulatory policy changes, interest rate fluctuations, loan demand, loan delinquencies and losses, general economic conditions and other risks.  Such forward-looking statements represent management's judgment as of the current date.  Actual strategies and results in future time periods may differ materially from those currently expected.  LCNB Corp. disclaims, however, any intent or obligation to update such forward-looking statements.  LCNB intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.





Acquisition

On May 31, 2006, Dakin purchased the existing book of business of Altemeier Oliver & Company Agency, Inc. (AOC), an independent insurance agency located in Blue Ash, Ohio. The acquisition of AOC will be accounted for using the purchase accounting method and the results of operations of AOC have been included in the consolidated financial statements of LCNB since the acquisition date.  LCNB and Dakin are in the process of finalizing the allocation of the purchase price to the acquired assets, which consist solely of intangible assets, including a customer list and covenants not to compete. LCNB anticipates the amortization period of the collective intangible assets will approximate ten years.





Results of Operations

LCNB earned $1,609,000 or $0.49 per share for the three months ended June 30, 2006, compared to $1,692,000 or $0.51 per share for the three months ended June 30, 2005.  The return on average assets (ROAA) for the second quarter, 2006 was 1.19% and the return on average equity (ROAE) was 12.35%, compared with an ROAA of 1.26% and an ROAE of 13.01% for the second quarter of 2005.  The decrease in net income for the second quarter, 2006 is primarily attributable to a decrease in net interest income, an increase in the provision for loan losses, and an increase in non-interest expense.  These items were partially offset by an increase in non-interest income.



LCNB earned $3,218,000 or $0.99 per share during the first six months of 2006 compared to $3,098,000 or $0.93 per share for the first six months of 2005.  The ROAA and ROAE for the first six months of 2006 were 1.20% and 12.41%, respectively.  The comparable ratios for the first six months of 2005 were 1.18% and 11.92%, respectively.  The provision for loan losses for the 2006 period was less than the provision recorded during the 2005 period and non-interest income for the first six months of 2006 was greater than the amount for the comparable 2005 period.  These positive effects on net income were partially offset by a decrease in net interest income and an increase in non-interest expense.







-17-









LCNB Corp. and Subsidiaries



Item 2. Management's Discussion and Analysis of Financial Condition and Results of

Operations (continued)



Net Interest Income



Three Months Ended June 30, 2006 vs. 2005.

LCNB's primary source of earnings is net interest income, which is the difference between earnings from loans and other investments and interest paid on deposits and other liabilities.  The following table presents, for the three months ended June 30, 2006 and 2005, average balances for interest-earning assets and interest-bearing liabilities, the income or expense related to each item, and the resulting average yields earned or rates paid.



|                                                                               | Three Months Ended June 30,
|------------------------------------------------------------------------------ | ---------------------------
|                                                                               | 2006                       
|                                                                               |                            
|                                                                               |                            
|                                                                               |                            
|                                                                               |                            
|                                                                               |                            
|Loans (1)                                                                      | $                          
|Federal funds sold and interest-
bearing demand deposits                       |                            
|Federal Reserve Bank stock                                                     |                            
|Federal Home Loan Bank stock                                                   |                            
|Investment securities:                                                         |                            
|                                                                               | Taxable                    
|                                                                               | Non-taxable (2)            
|                                                                               |                            
|Non-earning assets                                                             |                            
|Allowance for loan losses                                                      |                            
|                                                                               |                            
|                                                                               |                            
|Interest-bearing deposits                                                      | $                          
|Short-term debt                                                                |                            
|Long-term debt                                                                 |                            
|                                                                               |                            
|Demand deposits                                                                |                            
|Other liabilities                                                              |                            
|Capital                                                                        |                            
|                                                                               |                            
|                                                                               |                            
|Net interest rate spread (3)                                                   |                            
|                                                                               |                            
|Net interest income and net
interest margin on a taxable-
equivalent basis (4) |                            
|                                                                               |                            
|Ratio of interest-earning assets to
interest-bearing liabilities               |                            
|                                                                               |                            

(1)

Includes nonaccrual loans, if any.  Income from tax-exempt loans is included in interest income on a tax-equivalent basis, using an incremental rate of 34%.

(2)

Income from tax-exempt securities is included in interest income on a taxable-equivalent basis.  Interest income has been divided by a factor comprised of the complement of the incremental tax rate of 34%.

(3)

The net interest spread is the difference between the average rate on total interest-earning assets and interest-bearing liabilities.

(4)

The net interest margin is the taxable-equivalent net interest income divided by average interest-earning assets.

-18-









LCNB Corp. and Subsidiaries



Item 2. Management's Discussion and Analysis of Financial Condition and Results of

Operations (continued)



The following table presents the changes in taxable-equivalent basis interest income and expense for each major category of interest-earning assets and interest-bearing liabilities and the amount of change attributable to volume and rate changes for the three months ended June 30, 2006 as compared to the same period in 2005.  Changes not solely attributable to rate or volume have been allocated to volume and rate changes in proportion to the relationship of absolute dollar amounts of the changes in each.



|                              |                                                         |            |                        |                     |      | Three Months Ended         
|----------------------------- | ------------------------------------------------------- | ---------- | ---------------------- | ------------------- | ---- | ---------------------------
|                              |                                                         |            |                        |                     |      | June 30,                   
|                              |                                                         |            |                        |                     |      | 2006  vs. 2005             
|                              |                                                         |            |                        |                     |      | Increase (decrease) due to:
|                              |                                                         |            |                        |                     |      | Volume                     
|                              |                                                         |            |                        |                     |      | (In thousands)             
|Interest-earning Assets:      |                                                         |            |                        |                     |      |                            
|                              | Loans                                                   |            | $                      | 389                 |      | 292                        
|                              | Federal funds sold and interest-bearing
demand deposits |            | (118)                  |                     | 71   |                            
|                              | Federal Home Loan Bank stock                            |            | 2                      |                     | 5    |                            
|                              | Investment securities:                                  |            |                        |                     |      |                            
|                              |                                                         | Taxable    |                        | (76)                |      | 79                         
|                              |                                                         | Nontaxable |                        | (34)                |      | 20                         
|                              |                                                         |            | Total interest income  |                     | 163  |                            
|                              |                                                         |            |                        |                     |      |                            
|Interest-bearing Liabilities: |                                                         |            |                        |                     |      |                            
|                              | Deposits                                                |            | (6)                    |                     | 728  |                            
|                              | Short-term borrowings                                   |            | 2                      |                     | 4    |                            
|                              | Long-term debt                                          |            | (38)                   |                     | 10   |                            
|                              |                                                         |            | Total interest expense |                     | (42) |                            
|                              |                                                         |            |                        | Net interest income | $    | 205                        





-19-











LCNB Corp. and Subsidiaries



Item 2. Management's Discussion and Analysis of Financial Condition and Results of

Operations (continued)



Net interest income on a fully tax-equivalent basis for the three months ended June 30, 2006 totaled $4,813,000, a decrease of $70,000 from the comparable period in 2005.  Total interest expense increased $700,000, which was partially offset by an increase in total interest income of $630,000.



The increase in total interest income was primarily due to a 49 basis point (one basis point equals 0.01%) increase in the average rate earned on earning assets and secondarily to a $1.3 million increase in average interest earning assets, from $497.1 million for the three months ended June 30, 2005 to $498.4 million for the same period in 2006.  The increase in interest earning assets was primarily from loan growth, which increased by $23.8 million on an average basis.  The increase in the average rate earned on earning assets was primarily due to general increases in market interest rates.



The increase in total interest expense was primarily due to a 71 basis point increase in the average rate paid, slightly offset by a $3.0 million decrease in average interest-bearing liabilities.  The increase in the average rate paid on interest-bearing liabilities was primarily due to general increases in market interest rates.



The net interest margin narrowed 7 basis points in the second quarter, 2006 compared to the second quarter, 2005. The tighter margin reflects highly competitive market pricing conditions for both loans and deposits and a relatively flat yield curve between short-term and long-term interest rates.  As a result, average deposit rates increased faster than average loan rates.





Six Months Ended June 30, 2006 vs. 2005.

The following table presents, for the six months ended June 30, 2006 and 2005, average balances for interest-earning assets and interest-bearing liabilities, the income or expense related to each item, and the resultant average yields earned or rates paid.













-20-









LCNB Corp. and Subsidiaries



Item 2. Management's Discussion and Analysis of Financial Condition and Results of

Operations (continued)



|                                                         | Six Months Ended June 30,                                                     
|-------------------------------------------------------- | ------------------------------------------------------------------------------
|                                                         | 2006                                                                          
|                                                         |                                                                               
|                                                         | Outstanding                                                                   
|                                                         |                                                                               
|                                                         |                                                                               
|                                                         |                                                                               
|Loans (1)                                                | $                                                                             
|Federal funds sold and interest-
bearing demand deposits |                                                                               
|Federal Reserve Bank stock                               |                                                                               
|Federal Home Loan Bank stock                             |                                                                               
|Investment securities:                                   |                                                                               
|                                                         | Taxable                                                                       
|                                                         | Non-taxable (2)                                                               
|                                                         |                                                                               
|Non-earning assets                                       |                                                                               
|Allowance for loan losses                                |                                                                               
|                                                         |                                                                               
|                                                         |                                                                               
|Interest-bearing deposits                                | $                                                                             
|Short-term debt                                          |                                                                               
|Long-term debt                                           |                                                                               
|                                                         |                                                                               
|Demand deposits                                          |                                                                               
|Other liabilities                                        |                                                                               
|Capital                                                  |                                                                               
|                                                         |                                                                               
|                                                         |                                                                               
|Net interest rate spread (3)                             |                                                                               
|                                                         |                                                                               
|                                                         | Net interest income and net
interest margin on a taxable-
equivalent basis (4)
|                                                         |                                                                               
|                                                         | Ratio of interest-earning assets to
interest-bearing liabilities              
|                                                         |                                                                               



(1)

Includes nonaccrual loans, if any.  Income from tax-exempt loans is included in interest income on a tax-equivalent basis, using an incremental rate of 34%.

(2)

Income from tax-exempt securities is included in interest income on a taxable-equivalent basis.  Interest income has been divided by a factor comprised of the complement of the incremental tax rate of 34%.

(3)

The net interest spread is the difference between the average rate on total interest-earning assets and interest-bearing liabilities.

(4)

The net interest margin is the taxable-equivalent net interest income divided by average interest-earning assets.





-21-









LCNB Corp. and Subsidiaries



Item 2. Management's Discussion and Analysis of Financial Condition and Results of

Operations (continued)



The following table presents the changes in taxable-equivalent basis interest income and expense for each major category of interest-earning assets and interest-bearing liabilities and the amount of change attributable to volume and rate changes for the six months ended June 30, 2006 as compared to the same period in 2005.



|                              |                                                         |            |                        |                     |       | Six Months Ended           
|----------------------------- | ------------------------------------------------------- | ---------- | ---------------------- | ------------------- | ----- | ---------------------------
|                              |                                                         |            |                        |                     |       | June 30,                   
|                              |                                                         |            |                        |                     |       | 2006  vs. 2005             
|                              |                                                         |            |                        |                     |       | Increase (decrease) due to:
|                              |                                                         |            |                        |                     |       | Volume                     
|                              |                                                         |            |                        |                     |       | (In thousands)             
|Interest-earning Assets:      |                                                         |            |                        |                     |       |                            
|                              | Loans                                                   |            | $                      | 777                 |       | 545                        
|                              | Federal funds sold and interest-bearing
demand deposits |            | (179)                  |                     | 127   |                            
|                              | Federal Home Loan Bank stock                            |            | 3                      |                     | 13    |                            
|                              | Investment securities:                                  |            |                        |                     |       |                            
|                              |                                                         | Taxable    |                        | (79)                |       | 166                        
|                              |                                                         | Nontaxable |                        | 5                   |       | 53                         
|                              |                                                         |            | Total interest income  |                     | 527   |                            
|                              |                                                         |            |                        |                     |       |                            
|Interest-bearing Liabilities: |                                                         |            |                        |                     |       |                            
|                              | Deposits                                                |            | 59                     |                     | 1,390 |                            
|                              | Short-term borrowings                                   |            | 25                     |                     | 10    |                            
|                              | Long-term debt                                          |            | (30)                   |                     | -     |                            
|                              |                                                         |            | Total interest expense |                     | 54    |                            
|                              |                                                         |            |                        | Net interest income | $     | 473                        



Net interest income on a fully tax-equivalent basis for the first half of 2006 totaled $9,687,000, a $23,000 decrease from the first half of 2005.  Total interest expense increased $1,454,000 and was partially offset by an increase in total interest income of $1,431,000.



The increase in total interest income was due primarily to a 47 basis point increase in the average rate earned on earning assets, from 5.73% for the first half of 2005 to 6.20% for the first half of 2006, and secondarily to a $9.7 million increase in average total earning assets.  The increase in average earning assets was due to a $23.9 million increase in average loans, largely offset by a $10.1 decrease in federal funds sold and interest-bearing demand deposits and a $4.2 million decrease in investment securities.



-22-









LCNB Corp. and Subsidiaries



Item 2. Management's Discussion and Analysis of Financial Condition and Results of

Operations (continued)



The increase in total interest expense was due primarily to a 69 basis point increase in the average rate paid on interest-bearing liabilities.  The net interest margin narrowed 9 basis points in the first half of 2006 compared to the first half of 2005 for substantially the same reasons previously discussed.





Provision and Allowance For Loan Losses

The total provision for loan losses is determined based upon management's evaluation as to the amount needed to maintain the allowance for credit losses at a level considered appropriate in relation to the risk of losses inherent in the portfolio.  The total loan loss provision and the other changes in the allowance for loan losses are shown below.



|                             |                        |       | Three Months Ended |                | Six Months Ended |         
|---------------------------- | ---------------------- | ----- | ------------------ | -------------- | ---------------- | --------
|                             |                        |       |                    | June 30,       |                  | June 30,
|                             |                        |       |                    | 2006           | 2005             |         
|                             |                        |       |                    | (In thousands) |                 
|                             |                        |       |                    |                |                  |         
|Balance, beginning of period | $                      | 2,050 |                    | 2,150          |                  | 2,150   
|                             |                        |       |                    |                |                  |         
|Charge-offs                  |                        | (223) |                    | (207)          |                  | (324)   
|Recoveries                   |                        | 78    |                    | 93             |                  | 191     
|                             | Net charge-offs        |       | (145)              |                | (114)            |         
|                             |                        |       |                    |                |                  |         
|Provision for loan losses    |                        | 146   |                    | 118            |                  | 34      
|                             | Balance, end of period | $     | 2,051              |                | 2,154            |         



Charge-offs for the six months ended June 30, 2006 consisted of residential and commercial real estate loans, consumer loans, and checking and NOW account overdrafts.  Charge-offs for the six months ended June 30, 2005 consisted primarily of consumer loans and checking and NOW account overdrafts.







-23-









LCNB Corp. and Subsidiaries



Item 2. Management's Discussion and Analysis of Financial Condition and Results of

Operations (continued)



The following table sets forth information regarding the past due, non-accrual and renegotiated loans of the Bank at the dates indicated:



|                                            |       |       | June 30,       |  | December 31,
|------------------------------------------- | ----- | ----- | -------------- |  | ------------
|                                            |       |       | 2006           |  |             
|                                            |       |       | (In thousands)
|Non-accrual loans                           | $     | 360   |                |  | 785         
|Past-due 90 days or more and still accruing |       | 142   |                |  | 61          
|Restructured loans                          |       | 3,610 |                |  | 1,717       
|                                            | Total | $     | 4,112          |  |             



Non-accrual loans at June 30, 2006 consisted of one real estate mortgage loan and one loan secured by farmland.  Non-accrual loans at December 31, 2005 consisted of two real estate mortgage loans.  Loans past-due 90 days or more and still accruing interest at June 30, 2006 consisted of one real estate mortgage loan and consumer loans.  Loans past-due 90 days or more at  December 31, 2005 consisted primarily of consumer loans.



Restructured loans at June 30, 2006 and December 31, 2005 include a commercial loan secured by a combination of mortgages and other collateral.  The principal balance of this loan at June 30, 2006 and December 31, 2005 was $1,262,000 and $1,717,000, respectively.  The reduction in the balance as of June 30, 2006 is due to principal payments received.  Restructured loans at June 30, 2006 include two additional commercial loans to a single borrower that are secured by commercial real estate.



Non -Interest Income



Three Months Ended June 30, 2006 vs. 2005.

Non-interest income of $2,178,000 for the second quarter of 2006 was $142,000, or 7.0%, greater than for the same period in 2005 primarily due to a $29,000 increase in trust income, a $57,000 increase in insurance agency income, and a $70,000 increase in service charges and fees.  Trust income increased primarily due to an increase in brokerage fees, resulting from new business.  Insurance agency income increased primarily due to new business.  Service charges and fees increased primarily due to an increase in check card income and an increase in the number of non-sufficient fund charges.  Check card income grew because a greater number of cards were outstanding and because of the increasing popularity of check cards as a retail payment method.







-24-









LCNB Corp. and Subsidiaries



Item 2. Management's Discussion and Analysis of Financial Condition and Results of

Operations (continued)



Six Months Ended June 30, 2006 vs. 2005.

Non-interest income of $4,139,000 for the first half of 2006 was $378,000, or 10.1%, greater than for the same period in 2005 primarily due to a $198,000 increase in trust income, a $128,000 increase in insurance agency income, and a $64,000 increase in service charges and fees.  The increase in trust income was primarily due to an increase in brokerage income resulting from new business and from trust fee modifications.  Insurance agency income increased due to an increase in contingency income recognized during the first quarter and due to new business.  Service charges and fees increased primarily due to an increase in check card income.





Non-Interest Expense



Three Months Ended June 30, 2006 vs. 2005.

Total non-interest expense increased $136,000, or 3.2%, during the second quarter, 2006 compared to the second quarter, 2005, primarily due to increases in salaries and wages.  Salaries and wages increased $111,000, or 5.9%, primarily due to additional employees and routine salary and wage increases.



Six Months Ended June 30, 2006 vs. 2005.

Total non-interest expense increased $333,000, or 3.9%, during the first half, 2006 compared to the first half of 2005 primarily due to a $197,000 increase in salaries and wages and a $112,000 increase in ATM expense, which is included in other non-interest expense.  Salaries and wages increased for substantially the same reasons discussed above.  The increase in ATM expense is primarily due to fee adjustments from the vendor related to prior periods that were recognized during the first quarter, 2006.



Income Taxes

LCNBs effective tax rates for the six months ended June 30, 2006 and 2005 were 25.2% and 24.8%, respectively.  The difference between the statutory rate of 34.0% and the effective tax rate is primarily due to tax-exempt interest income from municipal securities and tax-exempt earnings from bank owned life insurance.





-25-









LCNB Corp. and Subsidiaries



Item 2. Management's Discussion and Analysis of Financial Condition and Results of

Operations (continued)



Financial Condition

Federal funds sold and interest bearing demand deposits totaled $12.4 million at June 30, 2006, or $10.5 more than at December 31, 2005.  The increase reflects managements decision to build cash and cash equivalents to fund increased loan demand and to service higher levels of public fund deposits.



Securities available for sale had a market value of $112.0 million at June 30, 2006, approximately $21.5 million less than at December 31, 2005.  Increases in unrealized losses during the first half of 2006 comprise only $0.6 million of the decline.  The balance of the decrease primarily reflects managements decision to invest most of the funds received from investment maturities and calls in federal funds sold and interest bearing demand deposits, thus building cash and cash equivalents, and in new loans.



Gross loans, before the allowance for loan losses, at June 30, 2006 were $373.5 million, approximately $13.7 million greater than at December 31, 2005.  Commercial loans secured by real estate comprised $11.7 million of the increase and consumer loans comprised another $2.9 million of the increase.



Interest-bearing deposits at June 30, 2006 totaled $411.4 million, approximately $12.0 million greater than at December 31, 2005.  NOW accounts increased $29.1 million, partially offset by declines in money market deposit accounts, regular savings, and time deposits.  The increase in the NOW account classification was primarily due to a $26.1 million increase in public fund NOW account deposits.  Public fund deposits represent deposits by local and state governmental entities, and balances maintained are highly volatile.



Long-term debt at June 30, 2006 was $40,000, which was a $2.0 million decrease from the balance at December 31, 2005.  The decrease is due to the maturation and payment in full of a $2.0 Federal Home Loan Bank note on March 31, 2006.





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LCNB Corp. and Subsidiaries



Item 2. Management's Discussion and Analysis of Financial Condition and Results of

Operations (continued)



The following table highlights the changes in the balance sheets. The analysis uses quarterly averages to give a better indication of balance sheet trends.



|                     |                                                         |                                            | CONDENDSED QUARTERLY AVERAGE
|-------------------- | ------------------------------------------------------- | ------------------------------------------ | ----------------------------
|                     |                                                         |                                            | BALANCE SHEETS              
|                     |                                                         |                                            |                             
|                     |                                                         |                                            |                             
|                     |                                                         |                                            | (In thousands)              
|ASSETS               |                                                         |                                            |                             
|Interest earning:    |                                                         |                                            |                             
|                     | Federal funds sold and
interest-bearing demand deposits | $                                          | 9,903                       
|                     | Investment securities                                   |                                            | 119,956                     
|                     | Loans                                                   |                                            | 368,541                     
|                     |                                                         | Total interest-earning assets              |                             
|                     |                                                         |                                            |                             
|Noninterest-earning: |                                                         |                                            |                             
|                     | Cash and due from banks                                 |                                            | 13,949                      
|                     | All other assets                                        |                                            | 29,911                      
|                     | Allowance for credit losses                             |                                            | (2,052)                     
|                     |                                                         | TOTAL ASSETS                               | $                           
|                     |                                                         |                                            |                             
|LIABILITIES          |                                                         |                                            |                             
|Interest-bearing:    |                                                         |                                            |                             
|                     | Interest-bearing deposits                               | $                                          | 404,434                     
|                     | Short-term borrowings                                   |                                            | 854                         
|                     | Long-term debt                                          |                                            | 48                          
|                     |                                                         | Total interest-bearing liabilities         |                             
|                     |                                                         |                                            |                             
|Noninterest-bearing: |                                                         |                                            |                             
|                     | Noninterest-bearing deposits                            |                                            | 79,779                      
|                     | All other liabilities                                   |                                            | 2,813                       
|                     |                                                         | TOTAL LIABILITIES                          |                             
|                     |                                                         |                                            |                             
|SHAREHOLDERS' EQUITY |                                                         | 52,280                                     |                             
|                     |                                                         |                                            |                             
|                     |                                                         | TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY | $                           

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LCNB Corp. and Subsidiaries



Item 2. Management's Discussion and Analysis of Financial Condition and Results of

Operations (continued)



Average total interest-earning assets increased approximately $0.3 million during the second quarter, 2006 compared to the first quarter, 2006.  Federal funds sold and interest-bearing demand deposits increased $3.3 million, investment securities decreased $9.1 million, and loans increased $6.1 million for substantially the same reasons discussed above.



Average total interest-bearing liabilities decreased approximately $0.7 million during the second quarter, 2006, compared to the first quarter, 2006.  Interest-bearing deposits grew $3.3 million and long-term debt decreased $2.0 million for substantially the same reasons discussed above.  Average short-term borrowings decreased $2.0 million because, with higher balances in cash and cash equivalents during the second quarter, overnight borrowings decreased.





Liquidity

LCNB depends on dividends from its subsidiaries for the majority of its liquid assets, including the cash needed to pay dividends to its shareholders.  National banking law limits the amount of dividends Lebanon Citizens may pay to the sum of retained net income, as defined, for the current year plus retained net income for the previous two years.  Prior approval from the Office of the Comptroller of the Currency, Lebanon Citizens primary regulator, would be necessary for Lebanon Citizens to pay dividends in excess of this amount.  In addition, dividend payments may not reduce capital levels below minimum regulatory guidelines.  Management believes Lebanon Citizens will be able to pay anticipated dividends to LCNB without needing to request approval.



Liquidity is the ability to have funds available at all times to meet the commitments of LCNB.  Asset liquidity is provided by cash and assets which are readily marketable or pledgeable or which will mature in the near future. Liquid assets include cash and cash equivalents and securities available for sale.  At June 30, 2006, LCNBs liquid assets amounted to $140.2 million or 25.7% of total gross assets, a  decrease from $148.8 million or 27.6% at December 31, 2005.  Liquid assets decreased, despite a $12.9 million increase in cash and cash equivalents, due to the $21.5 million decrease in securities available for sale.  The decrease in liquidity was used primarily to fund new lending activity.



Liquidity is also provided by access to core funding sources, primarily core depositors in the banks trade area.  Approximately 76.5% of total deposits at June 30, 2006 were core deposits, a decrease from 80.7% at December 31, 2005.  Core deposits, for this purpose, are defined as total deposits less public funds and certificates of deposit greater than $100,000.  Core deposits decreased because of the previously discussed increase in public fund deposits and decreases in money market deposit accounts, regular savings, and time deposit accounts.



Secondary sources of liquidity include LCNBs ability to sell loan participations, borrow funds from the Federal Home Loan Bank, purchase federal funds, or use a line of credit established with another bank.



Management closely monitors the level of liquid assets available to meet ongoing funding needs.  It is managements intent to maintain adequate liquidity so that sufficient funds are readily available at a reasonable cost.  LCNB experienced no liquidity or operational problems as a result of the current liquidity levels.



-28-







LCNB Corp. and Subsidiaries



Item 2. Management's Discussion and Analysis of Financial Condition and Results of

Operations (continued)





Recent Accounting Pronouncements

Statement of Financial Accounting Standards (SFAS) No. 155, Accounting for Certain Hybrid Financial Instrumentsan amendment of FASB Statements No. 133 and 140, was issued in February, 2006.  It amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.  This statement is effective for all financial instruments acquired or issued after the beginning of an entitys first fiscal year that begins after September 15, 2006.  LCNB has not made any transactions covered by SFAS No. 155 and is not affected by the pronouncement.



SFAS No. 156, Accounting for Servicing of Financial Assets, was issued in March, 2006.  It amends SFAS No. 140 and requires that a separately recognized mortgage servicing asset or liability be initially measured at fair value.  After initial recognition, an entity may choose either the amortization method or the fair value method for subsequent measurement.  Under the amortization method, the servicing asset or liability is amortized to income over the estimated life of the asset or liability.  Under the fair value method, the servicing asset or liability is measured at fair value at each financial reporting date and changes in fair value are recognized to income.  This statement is effective at the beginning of the first fiscal year beginning after September 15, 2006.  Management does not anticipate that adoption of SFAS No. 156 will have a material affect on LCNBs income due to the limited number of loans currently being sold in the secondary market.



Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109, was issued in July, 2006.  It provides additional guidance for financial statement recognition of tax positions taken in tax returns.  The interpretation is effective for fiscal years beginning after December 15, 2006.  Management does not anticipate that the guidance in the interpretation will have a material affect on LCNBs financial results.





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LCNB Corp. and Subsidiaries



Item 3.  Quantitative and Qualitative Disclosures about Market Risks



The Bank's Asset and Liability Management Committee ("ALCO") primarily uses a combination of Interest Rate Sensitivity Analysis (IRSA) and Economic Value of Equity (EVE) analysis for measuring and managing interest rate risk.  The IRSA model is used to estimate the effect on net interest income during a one-year period of instantaneous and sustained movements in interest rates, also called interest rate shocks, of 100, 200, and 300 basis points.  The base projection uses a current interest rate scenario.  As shown below, the June 30, 2006 IRSA indicates that an increase in interest rates would have a positive effect on net interest income, and a decrease in rates would have a negative effect on net interest income. The changes in net interest income for the up and down 100, 200, and 300 basis point rate assumptions are within LCNBs acceptable ranges.



|Rate Shock Scenario in Basis Points |   | Amount
(In thousands) | $ Change in
Net Interest
Income | % Change in
Net Interest
Income
|----------------------------------- | - | --------------------- | ------------------------------- | -------------------------------
|Up 300                              | $ | 18,935                | 149                             | 0.80%                          
|Up 200                              |   | 18,891                | 105                             | 0.56%                          
|Up 100                              |   | 18,843                | 57                              | 0.31%                          
|Base                                |   | 18,786                | -                               | -%                             
|Down 100                            |   | 18,683                | (103)                           | -0.55%                         
|Down 200                            |   | 18,504                | (282)                           | -1.50%                         
|Down 300                            |   | 18,274                | (512)                           | -2.72%                         



IRSA shows the affect on net interest income during a one-year period only.  A more long-range model is the EVE analysis, which shows the estimated present value of future cash inflows from interest-earning assets less the present value of future cash outflows for interest-bearing liabilities for the same rate shocks.  The EVE analysis at June 30, 2006 is shown below.  The changes in the economic value of equity for these rate assumptions are within LCNBs acceptable ranges.



|Rate Shock Scenario in Basis Points |   | Amount
(In thousands) | $ Change in
EVE | % Change in
EVE
|----------------------------------- | - | --------------------- | --------------- | ---------------
|Up 300                              | $ | 93,166                | (10,355)        | -10.00%        
|Up 200                              |   | 97,300                | (6,221)         | -6.01%         
|Up 100                              |   | 100,919               | (2,602)         | -2.51%         
|Base                                |   | 103,521               | -               | -%             
|Down 100                            |   | 103,555               | 34              | 0.03%          
|Down 200                            |   | 101,035               | (2,486)         | -2.40%         
|Down300                             |   | 96,806                | (6,715)         | -6.49%         



The IRSA and EVE simulations discussed above are not projections of future income or equity and should not be relied on as being indicative of future operating results.  Assumptions used, including the nature and timing of interest rate levels, yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment or replacement of asset and liability cash flows, are inherently uncertain and, as a result, the models cannot precisely measure future net interest income or equity.  Furthermore, the models do not reflect actions that borrowers, depositors, and management may take in response to changing economic conditions and interest rate levels.



- 30 -









LCNB Corp. and Subsidiaries





Item 4.  Controls and Procedures



a)  Disclosure controls and procedures.  The Chief Executive Officer and the Chief Financial Officer have carried out an evaluation of the effectiveness of LCNB's disclosure controls and procedures that ensure that information relating to LCNB required to be disclosed by LCNB in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.  Based upon this evaluation, these officers have concluded, that as of June 30, 2006, LCNB's disclosure controls and procedures were effective.



b)  Changes in internal control over financial reporting.  During the period covered by this report, there were no changes in LCNB's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, LCNB's internal control over financial reporting.





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PART II.  OTHER INFORMATION



LCNB Corp. and Subsidiaries



Item 1.     Legal Proceedings - Not Applicable



Item 1A.  Risk Factors  No material changes



Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds



On April 17, 2001, LCNB's Board of Directors authorized three separate stock repurchase programs, two phases of which continue.  The shares purchased will be held for future corporate purposes.



Under the "Market Repurchase Program" LCNB was originally authorized to  purchase up to 100,000 shares of its stock through market transactions with a selected stockbroker.  On November 14, 2005, the Board of Directors extended the Market Repurchase Program by increasing the shares authorized for repurchase to 200,000 total shares.  Through June 30, 2006, 119,022 shares had been purchased under this program.  The following table shows information relating to the repurchase of shares under the Market Repurchase Program during the three months ended June 30, 2006:



|                 | Total Number of Shares Purchased |   | Average Price Paid Per Share |  | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |  | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|---------------- | -------------------------------- | - | ---------------------------- |  | -------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------
|April 1-30, 2006 | -                                | $ | -                            |  | -                                                                                |  | 86,378                                                                        
|May 1-31, 2006   | 5,400                            |   | 38.00                        |  | 5,400                                                                            |  | 80,978                                                                        
|June 1-30, 2006  | -                                |   | -                            |  | -                                                                                |  | 80,978                                                                        
|Total            | 5,400                            |   | 38.00                        |  | 5,400                                                                            |  | 80,978                                                                        





The "Private Sale Repurchase Program" is available to shareholders who wish to sell large blocks of stock at one time.  Because LCNB's stock is not widely traded, a shareholder releasing large blocks may not be able to readily sell all shares through normal procedures.  Purchases of blocks will be considered on a case-by-case basis and will be made at prevailing market prices.  There is no limit to the number of shares that may be purchased under this program.  A total of 178,344 shares have been purchased under this program since its inception.  No shares were purchased during the second quarter, 2006.





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PART II.  OTHER INFORMATION



LCNB Corp. and Subsidiaries





Item 3.     Defaults Upon Senior Securities - Not Applicable



Item 4.     Submission of Matters to a Vote of Security Holders



The Annual Meeting of the shareholders of LCNB Corp. was held on April 11, 2006.

One item was voted on by the shareholders of LCNB:  Election of three Class I directors

to serve until the 2009 Annual Meeting.



The following nominees were elected as Class I directors by the votes indicated:



|Director           |  | For       |  | Withheld
|------------------ |  | --------- |  | --------
|David S. Beckett   |  | 2,772,823 |  | 27,410  
|Spencer S. Cropper |  | 2,793,926 |  | 6,307   
|Stephen P. Wilson  |  | 2,772,823 |  | 27,410  



The following Class II and III members of the Board of Directors have terms expiring in

2007 and 2008, respectively:



Class II:   Joseph W. Schwarz and Kathleen Porter Stolle

Class III:  Rick L. Blossom, Steve P. Foster, William H. Kaufman, George L. Leasure







Item 5. Other Information - Not Applicable











-33-









PART II.  OTHER INFORMATION



LCNB Corp. and Subsidiaries





Item 6. Exhibits

|Exhibit No. | Title
|----------- | -----
|            | 3(i) 
|            |      
|            |      
|            | 3(ii)
|            |      
|            |      
|            | 10.1 
|            |      
|            |      
|            |      
|            | 10.2 
|            |      
|            |      
|            |      
|            | 15   
|            |      
|            | 31.1 
|            |      
|            |      
|            | 31.2 
|            |      
|            |      
|            | 32   
|            |      



-34-











SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.







LCNB Corp.



July 31, 2006

/s/ Stephen P. Wilson



Stephen P. Wilson, President, CEO &

Chairman of the Board of Directors





July 31, 2006

/s/Steve P. Foster



Steve P. Foster, Executive Vice President

and Chief Financial Officer





-35-