UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.   20549

                                 FORM 10-Q

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

                   For the Quarter ended September 30, 2002

                      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 Identification
 incorporation or organization)           Number)


               2 North Broadway, Lebanon, Ohio             45036
           ----------------------------------------      ----------
           (Address of principal executive offices)      (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.

                             Yes   X     No

The number of shares outstanding of the issuer's common stock, without par
value, as of October 28, 2002, was 1,775,942 shares.


<PAGE>
                                  LCNB Corp.

                                   INDEX

                                                                   Page
PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements
              Consolidated Balance Sheets -
               September 30, 2002, and December 31, 2001. . . . . . . . . . 1

              Consolidated Statements of Income -
               Three and Nine Months Ended September 30, 2002 and 2001. . . 2

              Consolidated Statements of Shareholders' Equity -
               Nine Months Ended September 30, 2002 and 2001. . . . . . . . 3

              Consolidated Statements of Cash Flows -
               Nine Months Ended September 30, 2002 and 2001. . . . . . . . 4

              Notes to Consolidated Financial Statements. . . . . . . . .5-10

              Independent Accountants' Review Report. . . . . . . . . . . .11

Item 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations . . . . . . . . 12-25

Item 3.  Quantitative and Qualitative Disclosures
          about Market Risks . . . . . . . . . . . . . . . . . . . . . . . 25

Item 4.  Controls and Procedures . . . . . . . . . . . . . . . . . . . . . 25



Part II.  Other Information

      Item 1.  Legal Proceedings  . . . . . . . . . . . . . . . . . . . . 26

      Item 2.  Changes in Securities and Use of Proceeds  . . . . . . . . 26

      Item 3.  Defaults by the Company on its Senior Securities . . . . . 26

      Item 4.  Submission of Matters to a Vote of Security Holders. . . . 26

      Item 5.  Other Information  . . . . . . . . . . . . . . . . . . . . 26

      Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 26


<PAGE>
Part I - Financial Information
Item 1.  Financial Statements
<TABLE>
                             LCNB Corp. and Subsidiaries
                            Consolidated Balance Sheets
                                    (thousands)
<CAPTION>
                                               September 30,  December 31,
                                                    2002          2001
                                                (unaudited)        (a)

                                             <c>             <c>
ASSETS:
 Cash and due from banks                          $ 17,404        14,286
 Federal funds sold                                 11,300        19,950
                                                   -------       -------
   Total cash and cash equivalents                  28,704        34,236
                                                   -------       -------

 Securities available for sale, at
   market value                                    126,054        98,610
 Federal Reserve Bank stock and
   Federal Home Loan Bank stock, at cost             2,846         2,772

 Loans                                             333,661       327,165
   Less-allowance for loan losses                    2,000         2,000
                                                   -------       -------
   Net loans                                       331,661       325,165
                                                   -------       -------

 Premises and equipment, net                        11,762        11,628
 Accrued income receivable                           3,198         3,051
 Intangible assets                                   3,274         3,729
 Other assets                                        1,268         1,244
                                                   -------       -------
     TOTAL ASSETS                                 $508,767       480,435
                                                   =======       =======

LIABILITIES:
 Deposits-
  Noninterest-bearing                             $ 58,998        59,137
  Interest-bearing                                 386,674       355,635
                                                   -------       -------
   Total deposits                                  445,672       414,772
 Long-term debt                                      6,267        12,306
 Accrued interest and other liabilities              5,935         3,850
                                                   -------       -------
     TOTAL LIABILITIES                             457,874       430,928
                                                   -------       -------

SHAREHOLDERS' EQUITY:
 Common stock-no par value,
  authorized 4,000,000 shares; issued
  and outstanding 1,775,942 shares                  10,560        10,560
 Surplus                                            10,553        10,553
 Retained earnings                                  29,720        27,714
 Treasury shares, at cost,
  54,917 and 12,997 shares at September 30, 2002
  and December 31, 2001, respectively               (2,193)         (516)
 Accumulated other comprehensive
  income, net of taxes                               2,253         1,196
                                                   -------       -------
     TOTAL SHAREHOLDERS' EQUITY                     50,893        49,507
                                                   -------       -------
     TOTAL LIABILITIES AND
       SHAREHOLDERS' EQUITY                       $508,767       480,435
                                                   =======       =======
<FN>
(a) Financial information as of December 31, 2001, has been derived from
    the audited, consolidated financial statements of the Registrant.
</FN>

The accompanying notes to the consolidated financial statements are an
integral part of these statements.
</TABLE>


                                   -1-

<PAGE>
<TABLE>
                                LCNB Corp. and Subsidiaries
                             Consolidated Statements of Income
                           (In thousands except per share data)
                                       (unaudited)
<CAPTION>
                                    Three Months Ended      Nine months ended
                                       September 30,          September 30,
                                    ------------------      ----------------
                                      2002       2001        2002       2001

                                   <c>       <c>         <c>       <c>
INTEREST INCOME:
 Interest and fees on loans          $6,286      6,701      18,713     20,676
 Interest on federal funds sold          70        163         258        542
 Dividends on Federal Reserve Bank
   and Federal Home Loan Bank stock      26         35          94         86
 Interest on investment securities-
  Taxable                               879        632       2,294      1,945
  Non-taxable                           476        365       1,314      1,106
                                      -----      -----      ------     ------
     TOTAL INTEREST INCOME            7,737      7,896      22,673     24,355
                                      -----      -----      ------     ------
INTEREST EXPENSE:
 Interest on deposits                 2,584      3,266       7,643     10,867
 Interest on short-term borrowings        3          7          10         26
 Interest on long-term debt             144        148         503        415
                                      -----      -----      ------     ------
     TOTAL INTEREST EXPENSE           2,731      3,421       8,156     11,308
                                      -----      -----      ------     ------
     NET INTEREST INCOME              5,006      4,475      14,517     13,047
PROVISION FOR LOAN LOSSES               122         70         247        180
                                      ------     -----      ------     ------
     NET INTEREST INCOME AFTER
      PROVISION FOR LOAN LOSSES       4,884      4,405      14,270     12,867
                                      -----      -----      ------     ------
NON-INTEREST INCOME:
 Trust income                           255        243         786        648
 Service charges and fees               602        573       1,781      1,717
 Net gain (loss) on sale of
  securities                            408          -         429         17
 Insurance agency income                308        213         832        905
 Other operating income                  93         61         193        177
                                      -----      -----      ------     ------
     TOTAL NON-INTEREST INCOME        1,666      1,090       4,021      3,464
                                      -----      -----      ------     ------

NON-INTEREST EXPENSE:
 Salaries and wages                   1,684      1,536       4,923      4,493
 Pension and other employee benefits    390        374       1,275      1,186
 Equipment expenses                     286        162         601        490
 Occupancy expense, net                 261        275         774        797
 State franchise tax                    128        131         400        393
 Marketing                              107         98         307        271
 Intangible amortization                154        129         455        386
 Other non-interest expenses          1,465        812       3,161      2,320
                                      -----      -----      ------     ------
     TOTAL NON-INTEREST EXPENSE       4,475      3,517      11,896     10,336
                                      -----      -----      ------     ------
     INCOME BEFORE INCOME TAXES       2,075      1,978       6,395      5,995
PROVISION FOR INCOME TAXES              589        575       1,807      1,699
                                      -----      -----      ------     ------
     NET INCOME                      $1,486      1,403       4,588      4,296
                                      =====      =====      ======     ======

Dividends declared per common share  $ 0.50       0.45        1.50       1.35

Basic earnings per common share      $ 0.86       0.80        2.66       2.43

Average shares outstanding (000's)    1,721      1,764       1,725      1,771


The accompanying notes to the consolidated financial statements are an
integral part of these statements.
</TABLE>


                                   -2-

<PAGE>
<TABLE>
                               LCNB Corp. and Subsidiaries
                      Consolidated Statements of Shareholders' Equity
                                      (thousands)
                                      (unaudited)
<CAPTION>
                                                                   Accumulated
                                                                      Other          Total
                               Common           Retained  Treasury Comprehensive  Shareholders'Comprehensive
                               Shares  Surplus  Earnings    Shares    Income        Equity          Income

                           <c>      <c>       <c>      <c>       <c>           <c>              <c>
Balance January 1,2001       $10,560    10,553    24,916         -      281         46,310

Comprehensive Income:
 Net income                                        4,296                             4,296           $4,296

 Net unrealized gain on
  available-for-sale securities
  (net of taxes of $787)                                              1,526          1,526            1,526

 Reclassification adjustment for
  net realized gain on sale of
  available-for-sale securities
  included in net income (net of
  taxes of $6)                                                          (11)           (11)             (11)
                                                                                                      -----
Total comprehensive income                                                                           $5,811
                                                                                                      =====
Treasury shares purchased                                     (492)                   (492)

Cash dividends declared                           (2,386)                           (2,386)

                              ------    ------    ------    ------   ------         ------
Balance September 30, 2001   $10,560    10,553    26,826      (492)   1,796         49,243
                              ======    ======    ======    ======   ======         ======

Balance January 1,2002       $10,560    10,553    27,714      (516)   1,196         49,507

Comprehensive Income:
 Net income                                        4,588                             4,588           $4,588

 Net unrealized gain on
  available-for-sale securities
  (net of taxes of $690)                                              1,340          1,340            1,340

 Reclassification adjustment for
  net realized gain on sale of
  available-for-sale securities
  included in net income (net of
  taxes of $146)                                                       (283)          (283)            (283)
                                                                                                      -----
Total comprehensive income                                                                           $5,645
                                                                                                      =====
Treasury shares purchased                                   (1,677)                 (1,677)

Cash dividends declared                           (2,582)                           (2,582)

                              ------    ------    ------    ------   ------         ------
Balance September 30, 2002   $10,560    10,553    29,720    (2,193)   2,253         50,893
                              ======    ======    ======    ======   ======         ======



The accompanying notes to the consolidated financial statements are an integral
part of these statements.
</TABLE>


                                   -3-


<PAGE>
<TABLE>
                           LCNB Corp. and Subsidiaries
                     Consolidated Statements of Cash Flows
                                  (thousands)
                                  (unaudited)
<CAPTION>
                                                         Nine months ended
                                                           September 30,
                                                         ------------------
                                                            2002      2001

                                                       <c>       <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                              $ 4,588     4,296
 Adjustments to reconcile net income to net cash
  Depreciation, amortization, and accretion                1,796     1,582
  Provision for loan losses                                  247       180
  Deferred income tax benefit                               (117)     (129)
  Realized (gain) loss on sales of securities
    available for sale                                      (429)      (17)
  Origination of mortgage loans for sale                  (6,654)   (6,680)
  Proceeds from sales of mortgage loans                    6,750     6,708
  (Increase) decrease in income receivable                  (147)      140
  Increase (decrease) in other liabilities                  (684)      335
                                                          ------    ------
        NET CASH PROVIDED BY OPERATING ACTIVITIES          5,350     6,415
                                                          ------    ------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Proceeds from sales of securities available for sale     25,739     8,809
 Proceeds from maturities of securities available
  for sale                                                16,580    10,952
 Purchases of securities available for sale              (68,253)  (15,381)
 Purchases of Federal Home Loan Bank stock                     -      (252)
 Net decrease (increase) in loans                         (6,864)   (6,097)
 Purchases of premises and equipment                        (834)   (1,862)
 Proceeds from sale of premises and equipment                  -       188
                                                          ------    ------
NET CASH USED IN INVESTING ACTIVITIES                    (33,632)   (3,643)
                                                          ------    ------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Net change in deposits                                   30,900    11,525
 Net change in short-term borrowings                       2,148     1,613
 Proceeds from long-term debt                                  -     2,000
 Principal payments on long-term debt                     (6,039)      (37)
 Cash dividends paid                                      (2,582)   (2,386)
 Purchases of treasury shares                             (1,677)     (492)
                                                          ------    ------
NET CASH PROVIDED BY FINANCING ACTIVITIES                 22,750    12,223
                                                          ------    ------
     NET CHANGE IN CASH AND CASH EQUIVALENTS              (5,532)   14,995

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD          34,236    18,262
                                                          ------    ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD               $28,704    33,257
                                                          ======    ======


SUPPLEMENTAL CASH FLOW INFORMATION:
 Interest paid                                           $ 8,417    11,497
 Income taxes paid                                         1,876     1,928


The accompanying notes to the consolidated financial statements are an
integral part of these statements.
</TABLE>


                                   -4-

<PAGE>
                            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 statements have been prepared in accordance with U.S. generally accepted
accounting principles for interim financial information and the instructions
to Form 10-Q.  Accordingly, they do not include all of the information and
footnotes required by 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.

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 nine months ended September 30, 2002
are not necessarily indicative of the results to be expected for the full year
ending December 31, 2002.  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 2001
Form 10-K filed with the Securities and Exchange Commission.

Certain reclassifications of 2001's amounts have been made to conform to
current year presentation.  Such reclassifications had no effect on net
income.

The financial information presented on pages one through ten of this
Form 10-Q has been subject to a review by J.D. Cloud & Co., L.L.P., LCNB's
independent certified public accountants, as described in their report on
page eleven.

                                   -5-

<PAGE>
                            LCNB Corp. and Subsidiaries
                    Notes to the Consolidated Financial Statements
                                  (Unaudited)
                                  (Continued)

NOTE 2 - ASSET PURCHASE

Effective September 1, 2002, Dakin purchased substantially all of the
insurance renewal rights and client list of an insurance agency located in
Dayton, Ohio.  As part of the purchase, Dakin will receive all commission
income received after September 1, 2002, and assignments of agency agreements
that the agency has with insurers with whom Dakin does not already have an
agreement.

In consideration for the assets purchased, Dakin will pay to the seller
ertain percentages of the commissions received over a four-year period from
the agency's customer base.  This transaction is expected to have an
immaterial effect on LCNB's consolidated financial statements.


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.  LCNB's
capital structure includes no potential for dilution.  There are no
outstanding warrants, options or other arrangements that would increase the
number of shares outstanding.


NOTE 4 - INVESTMENTS
LCNB sold $17.7 million of U.S. Agency securities bearing an average coupon
rate of 5.24% during August, 2002, and recorded a gain of $408,000 from the
sales.


                                   -6-

<PAGE>
                            LCNB Corp. and Subsidiaries
                    Notes to the Consolidated Financial Statements
                                  (Unaudited)
                                  (Continued)

NOTE 5 - LOANS
Major classifications of loans at September 30, 2002 and December 31, 2001
are as follows (thousands):
<TABLE>
<CAPTION>
                                             September 30,  December 31,
                                                 2002          2001
                                             ------------   -----------
  
                                          <c>          <c>
  Commercial and industrial                    $ 34,395     $ 40,486
  Commercial, secured by real estate             81,326       72,477
  Residential real estate                       158,843      165,710
  Consumer, excluding credit card                51,480       41,006
  Agricultural                                    1,973        2,020
  Credit card                                     2,585        2,658
  Other loans                                       922          112
  Lease financing                                 1,334        2,088
                                                -------      -------
                                                332,858      326,557
  Deferred net origination costs                    803          608
                                                -------      -------
                                                333,661      327,165
  Allowance for loan losses                      (2,000)      (2,000)
                                                -------      -------
  Loans - net                                  $331,661      325,165
                                                =======      =======
</TABLE>

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 September 30, 2002 and
December 31, 2001 were $26,243,000 and $23,734,000, respectively.  Loans
sold to the FHLMC during the three and nine months ended September 30, 2002
totaled $3,849,000 and $6,654,000, respectively, and $2,582,000 and $6,680,000
during the three and nine months ended September 30, 2001, respectively.



                                   -7-

<PAGE>
                            LCNB Corp. and Subsidiaries
                    Notes to the Consolidated Financial Statements
                                  (Unaudited)
                                  (Continued)

NOTE 5 - LOANS, continued
<TABLE>
Changes in the allowance for loan losses were as follows (thousands):
<CAPTION>
                                              For the Nine Months Ended
                                                    September 30,
                                                 2002          2001
                                               ---------     ---------
  
                                           <c>          <c>
  Balance - beginning of year                   $2,000        2,000
  Provision for loan losses                        247          180
  Charge offs                                     (275)        (214)
  Recoveries                                        28           36
                                                 -----        -----
  Balance - end of period                       $2,000        2,002
                                                 =====        =====
</TABLE>

There were no nonaccrual loans at September 30, 2002 or December 31, 2001.


NOTE 6 - LONG-TERM DEBT
In August, 2002, LCNB paid off $4.0 million in Federal Home Loan Bank notes
bearing a weighted average interest rate of 7.72%, which were scheduled to
mature in 2004 and 2005, and recorded an expense of $425,000, which is
reflective of the required prepayment penalty, in other non-interest expense.
The weighted average interest rate on the remaining $6.0 million of Federal
Home Loan Bank notes is 4.51%.


NOTE 7 - 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 September 30, 2002 and December 31, 2001 were as follows (thousands):

<TABLE>
<CAPTION>
                                            September 30,   December 31,
                                                2002           2001
                                            ------------    -----------
  
                                        <c>             <c>
  Commitments to extend credit                $79,152         56,738
  Standby letters of credit                     6,452          6,410
</TABLE>
                                   -8-

<PAGE>
                            LCNB Corp. and Subsidiaries
                    Notes to Consolidated Financial Statements
                                  (Unaudited)
                                  (Continued)

NOTE 7 - 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.
Commitments generally have fixed expiration dates or other termination
clauses.  Standby letters of credit are conditional commitments issued to
guarantee the performance of a customer to a third party.  At September 30,
2002 and December 31, 2001, outstanding guarantees of $1,562,000 and
$1,520,000, respectively, were issued to developers and contractors.  These
guarantees generally expire within one year and are fully secured.  In
addition, LCNB has an approximate $5 million participation at September 30,
2002 and December 31, 2001 in a letter of credit securing payment of
principal and interest on a bond issue.  This letter of credit will expire
July 15, 2005, and 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.

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.


NOTE 8 - NEW ACCOUNTING PRONOUNCEMENTS
On January 1, 2002, the Company adopted Statement of Financial Standards
(SFAS) No. 142, "Goodwill and Other Intangible Assets."  SFAS No. 142
provides that goodwill shall not be amortized but should be tested for
impairment on an annual basis, using criteria prescribed in the statement.
If the carrying amount of goodwill exceeds its implied fair value, as
recalculated, an impairment loss equal to the excess shall be recognized.
Recognized intangible assets other than goodwill should be amortized over
their useful lives and reviewed for impairment in accordance with SFAS No.
144, "Accounting for Impairment or Disposal of Long-Lived Assets."

The Company's intangible assets at September 30, 2002 were classified as
"intangible assets other than goodwill" and primarily represent the
unamortized intangible related to the Company's 1997 acquisition of three
branch offices from another bank.  At September 30, 2002, the carrying amount
of this intangible was $3.2 million, net of accumulated amortization of $2.9
million, and was being amortized on a straight line basis over ten years in
accordance with SFAS No. 72, "Accounting for Certain Acquisitions of Banking
or Thrift Institutions," which was not superseded by SFAS No. 142.


                                    -9-

<PAGE>
                            LCNB Corp. and Subsidiaries
                    Notes to Consolidated Financial Statements
                                  (Unaudited)
                                  (Continued)

NOTE 8 - NEW ACCOUNTING PRONOUNCEMENTS (continued)
On October 1, 2002, the Financial Accounting Standards Board issued SFAS No.
147, "Acquisitions of Certain Financial Institutions," which amends certain
provisions of SFAS No. 72, SFAS No. 144, and FASB Interpretation No. 9.  SFAS
No. 147 removes acquisitions of financial institutions from the scope of SFAS
No. 72 and requires that such acquisitions be accounted for in accordance
with SFAS No. 141, "Business Combinations."  If the acquisition meets the
definition of a business combination, it shall be accounted for by the
purchase method in accordance with the provisions of SFAS No. 141.  Any
goodwill that results will be accounted for in accordance with the provisions
of SFAS No. 142.  If the acquisition does not meet the definition of a
business combination, the cost of the assets acquired shall be allocated to
the individual assets acquired and liabilities assumed based on their
relative fair values and shall not give rise to goodwill.

In addition, this proposed statement would amend SFAS No. 144 to include in
its scope long-term customer-relationship intangible assets of financial
institutions such as depositor- and borrower-relationship intangible assets
and credit-cardholder intangible assets.  Accordingly, those intangible
assets would be subject to the same undiscounted cash flow recoverability
tests and impairment loss recognition and measurement provisions that SFAS
No. 144 requires for long-term tangible assets and other finite-lived
intangible assets that are held and used.

Existing unidentifiable intangible assets, as that term is defined in SFAS
No. 72, previously recognized under the provisions of SFAS No. 72 shall
continue to be amortized (consistent with the existing clarifying provisions
of Emerging Issues Task Force Topic D-100) unless the transaction in which
the intangible asset arose meets the definition of a business combination.

Management does not believe its 1997 branch office acquisition meets the
definition of a business combination and intends to continue amortizing the
intangible over ten years, subject to periodic review for impairment and its
estimated useful life.


                                   -10-

<PAGE>

                 INDEPENDENT  ACCOUNTANTS'  REVIEW  REPORT



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 September 30, 2002, the related consolidated statements
of income for each of the three-month and nine-month periods ended September
30, 2002 and 2001, and the related consolidated statements of cash flows and
shareholders' equity for each of the nine-month periods ended September 30,
2002 and 2001.  These financial statements are the responsibility of the
Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  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 U.S. generally accepted auditing standards, 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 U.S. generally accepted auditing
standards, the consolidated balance sheet as of December 31, 2001 (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 January 11, 2002, we expressed an unqualified opinion on
those consolidated financial statements.  In our opinion, the information set
forth in the accompanying condensed consolidated balance sheet as of December
31, 2001, is fairly stated in all material respects.




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


Cincinnati, Ohio
October 22, 2002


                                   -11-

<PAGE>
                              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, including regulatory policy
changes, interest rate fluctuations, loan demand, loan delinquencies and
losses, projections regarding results of investment securities and long-term
debt restructuring, and other risks.  Actual strategies and results in future
time periods may differ materially from those currently expected.  Such
forward-looking statements represent management's judgment as of the current
date.  The Company disclaims, however, any intent or obligation to update such
forward-looking statements.

RESULTS OF OPERATIONS
LCNB earned $1,486,000, or $0.86 per share, for the three months ended
September 30, 2002 compared to $1,403,000, or $0.80 per share, for the three
months ended September 30, 2001.  The return on average assets (ROAA) was
1.17% and the return on average equity (ROAE) was 11.73% for the third quarter
of 2002, compared with an ROAA of 1.20% and an ROAE of 11.37% for the third
quarter of 2001.

LCNB earned $4,588,000, or $2.66 per share, during the first nine months of
2002 compared to $4,296,000, or $2.43 per share, for the first nine months
of 2001.  The ROAA and ROAE for the first nine months of 2002 were 1.25% and
12.30%, respectively.  The comparable ratios for the first nine months of 2001
were 1.24% and 11.95%, respectively.


NET INTEREST INCOME
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 and nine months ended September 30, 2002 and 2001, 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.

                                  -12-

<PAGE>

<TABLE>
<CAPTION>
                                    Three Months Ended      Nine months ended
                                      September 30,           September 30,
                                    ------------------      ----------------
                                      2002       2001        2002       2001
                                              (Dollars in thousands)

                                 <c>       <c>          <c>        <c>
Interest-earning Assets:
  Average balance (1)               $472,993   434,214      460,475   431,276
  Interest income (2)                  7,990     8,095       23,373    24,954
  Average rate                         6.70%     7.40%        6.79%     7.74%

Interest-bearing Liabilities:
  Average balance                    390,743   357,267      381,104   360,124
  Interest expense                     2,731     3,421        8,156    11,308
  Average rate                         2.77%     3.80%        2.86%     4.20%

Net interest income                    5,259     4,674       15,217    13,646

Net interest margin on a
  taxable equivalent basis (3)         4.41%     4.27%        4.42%     4.24%

</TABLE>
<FN>
  (1)  Includes nonaccrual loans, if any.
  (2)  Income from tax-exempt securities is included in interest income on a
       taxable basis.  Interest income has been divided by a factor comprised
       of the complement of the incremental tax rate of 34%.
  (3)  The net interest margin is the taxable-equivalent net interest income
       divided by average interest-earning assets.
</FN>


THREE MONTHS ENDED SEPTEMBER 30, 2002 VS. 2001.  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 September 30, 2002 as compared to the comparable period in 2001.
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.



                                  -13-

<PAGE>
<TABLE>
<CAPTION>
                                                   Three Months Ended
                                                     September 30,
                                                     2002  vs  2001
                                               --------------------------
                                               Increase (decrease) due to:
                                               Volume     Rate     Total
                                                    (In thousands)
 
                                          <c>       <c>       <c>
 Interest-earning Assets
  Loans                                      $  (12)     (406)      (418)
  Federal funds sold                            (15)      (78)       (93)
  Federal Reserve Bank stock                      -         -          -
  Federal Home Loan Bank stock                    2       (11)        (9)
  Investment securities
   Taxable                                      299       (52)       247
   Nontaxable                                   264       (96)       168
                                             ------     -----      -----
    Total interest income                       538      (643)      (105)

 Interest-bearing Liabilities
  Deposits                                      287      (969)      (682)
  Short-term borrowings                           1        (5)        (4)
  Long-term debt                                  7       (11)        (4)
                                             ------     -----      -----
    Total interest expense                      295      (985)      (690)
                                             ------     -----      -----
      Net interest income                    $  243       342        585
                                             ======     =====      =====
</TABLE>

Net interest income on a fully tax equivalent basis for the three months ended
September 30,  2002 totaled $5,259,000, an increase of $585,000 from the
comparable period in 2001.  Total interest income decreased $105,000 and was
more than offset by a decrease in total interest expense of $690,000.  The
decreases in both interest income and expense were primarily a result of
decreases in the average rate earned on loans and investments and the average
rate paid for deposits and borrowings.  The rate decreases reflect a 475 basis
point (a basis point equals 0.01%) decrease in the intended federal funds
rate, as set by the Federal Reserve Board, during 2001.

The net interest margin (net interest income divided by average total earning
assets) is a measure of the revenue generated by a financial institution's
earning assets, after deducting interest expense.  The net interest margin for
the third quarter of 2002 was 4.41%, as compared to 4.27% for the third
quarter, 2001.  The net interest margin and net interest income increased due
to rates paid for deposits and other borrowings decreasing more rapidly than
rates earned on loans and other investments.


                                  -14-

<PAGE>

The decrease in total interest income was primarily due to a 70 basis point
reduction in the average rate earned on earning assets, from 7.40% for the
third quarter of 2001 to 6.70% for the third quarter of 2002.  This decrease
was partially offset by a $38.8 million increase in average total earning
assets.  Average investment securities increased $41.3 million, partially
offset by a $2.0 million decrease in average federal funds sold and a $0.6
million decrease in average loans.  Average outstanding loans decreased
primarily because of payoffs from loan refinances and sales of new fixed-rate
residential loans to the Federal Home Loan Mortgage Corporation.  As a result,
funds generated by deposit growth were invested in investment securities,
which can be readily sold if future loan growth requires the funds.

The significant decrease in total interest expense was due to a 103 basis
point decrease in the average rate paid, slightly offset by a $33.5 million
increase in average interest-bearing liabilities.  Most of the growth was in
average interest-bearing deposits, which increased $33.0 million.

NINE MONTHS ENDED SEPTEMBER 30, 2002 VS. 2001.  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 nine
months ended September 30, 2002 as compared to the comparable period in 2001.

<TABLE>
<CAPTION>
                                                     Nine months ended
                                                     September 30,
                                                     2002  vs  2001
                                               --------------------------
                                               Increase (decrease) due to:
                                               Volume     Rate     Total
                                                     (In thousands)
 
                                          <c>       <c>       <c>
 Interest-earning Assets
  Loans                                      $ (337)   (1,632)    (1,969)
  Federal funds sold                            106      (390)      (284)
  Federal Reserve Bank stock                      -         -          -
  Federal Home Loan Bank stock                    8         -          8
  Investment securities
   Taxable                                      679      (330)       349
   Nontaxable                                   570      (255)       315
                                             ------     -----      -----
    Total interest income                     1,026    (2,607)    (1,581)

 Interest-bearing Liabilities
  Deposits                                      524    (3,748)    (3,224)
  Short-term borrowings                           2       (18)       (16)
  Long-term debt                                154       (66)        88
                                             ------     -----      -----
    Total interest expense                      680    (3,832)    (3,152)
                                             ------     -----      -----
      Net interest income                    $  346     1,225      1,571
                                             ======     =====      =====
</TABLE>

                                  -15-

<PAGE>

Net interest income on a fully tax equivalent basis for the first nine months
of 2002 totaled $15,217,000, an increase of $1,571,000 from the first nine
months of 2001.  Total interest income decreased $1,581,000 and was more than
offset by a decrease in total interest expense of $3,152,000.

The decrease in total interest income was primarily due to a 95 basis point
decrease in the average rate earned on earning assets, from 7.74% for the
first nine months of 2001 to 6.79% for the first nine months of 2002.  This
decrease was partially offset by a $29.2 million increase in average total
earning assets.  Average investment securities increased $30.4 million,
partially offset by a $5.5 million decrease in average loans.  Average loans
decreased primarily because of payoffs from loan refinances and sales of new
fixed-rate residential loans to the Federal Home Loan Mortgage Corporation.

The decrease in total interest expense was due to a 134 basis point decrease
in the average rate paid, slightly offset by a $21.0 million increase in
average interest-bearing liabilities.  Average interest-bearing deposits
increased $17.7 million and average long-term debt increased $3.2 million.


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.
<TABLE>
<CAPTION>
                                            Quarter Ended    Nine months ended
                                             September 30,     September 30,
                                            2002     2001      2002     2001
                                                     (In thousands)

                                       <c>      <c>       <c>      <c>
Balance, beginning of period              $2,000    2,000     2,000    2,000
                                           -----    -----     -----    -----
Charge-offs                                  129       80       275      214
Recoveries                                     7       12        28       36
                                           -----    -----     -----    -----
Net charge-offs                              122       68       247      178
                                           -----    -----     -----    -----
Provision for loan losses                    122       70       247      180
                                           -----    -----     -----    -----
Balance, end of period                    $2,000    2,002     2,000    2,002
                                          ======   ======    ======   ======
</TABLE>


                                  -16-

<PAGE>

Charge-offs for the first nine months of 2002 and 2001 are attributable to:

<TABLE>
<CAPTION>
                                            Quarter Ended    Nine months ended
                                             September 30,     September 30,
                                            2002     2001      2002     2001
                                                     (In thousands)

                                         <c>      <c>       <c>      <c>
Commercial & industrial                     $ 25        -        25        -
Residential real estate                       26        -        26        -
Consumer                                      66       77       189      188
Credit card                                   12        3        35       26
                                            ----      ---       ---      ---
Totals                                      $129       80       275      214
                                            ====      ===       ===      ===
</TABLE>

The following table sets forth information regarding the past due, non-accrual
and renegotiated loans of the Bank at the dates indicated:
<TABLE>
<CAPTION>
                                     September 30,  December 31,
                                         2002            2001
                                     ------------   -----------
                                            (In thousands)

                                     <c>             <c>
Loan accounted for on
 non-accrual basis                       $  -               -
Accruing loans which are
 past due 90 days or more                 278             146
Renegotiated loans                          -               -
                                          ---             ---
   Total                                 $278             146
                                          ===             ===
</TABLE>

Accruing loans which are past due 90 days or more at September 30, 2002
consist of installment loans and loans secured by 1-4 family or commercial
real estate.  Accruing loans past due 90 days or more at December 31, 2001
consist of installment loans and loans secured by 1-4 family residential
property.


INVESTMENT SECURITIES AND LONG-TERM DEBT RESTRUCTURING
During August, 2002, LCNB paid in full $4.0 million in Federal Home Loan Bank
(FHLB) notes with an average interest rate of 7.72%, which otherwise would
have been due in June, 2004 and June, 2005.  The prepayment fees on the early
payoffs totaled approximately $425,000, which is included in other non-
interest expenses in the consolidated statements of income.

                                  -17-

<PAGE>

To negate the financial impact of the prepayment fees, LCNB sold $17.7 million
of U.S. Agency securities bearing an average coupon rate of 5.24% during
August and recorded a gain of $408,000 from the sales.  At approximately the
same time as the sales, LCNB purchased securities totaling $19.9 million and
bearing an average tax-equivalent coupon rate (some of the securities
purchased were tax-exempt municipals) of 4.94%.

The transactions described were consummated to improve projected net interest
margin.


NON-INTEREST INCOME
THREE MONTHS ENDED SEPTEMBER 30, 2002 VS. 2001.  Total non-interest income for
the third quarter of 2002 was $576,000 or 52.8% greater than for the third
quarter of 2001 primarily due to the $408,000 gain on securities discussed
above.  The remaining $168,000 reflected increases in all line items included
in the non-interest income category.  Trust income increased due to fees
received from brokerage services, a new service first offered in April, 2002.
Total service charges and fees increased primarily due to fees charged on non-
sufficient fund checks returned.  The increase reflects a higher number of
non-sufficient fund checks being returned.  Insurance agency income increased
primarily due to an increase in the volume of new policies written.  An
increase in gains from loans sold, primarily due to an increased volume of
loans sold during the 2002 period, caused the increase in other operating
income.  The loan volume sold reflects increased refinancing activity during
the third quarter, 2002, caused by an historical low in market rates for
fixed-rate loans.

NINE MONTHS ENDED SEPTEMBER 30, 2002 VS. 2001.  Total non-interest income
for the first nine months of 2002 was $557,000 or 16.1% more than for the
comparable period in 2001 primarily due to the $408,000 gain on securities
already discussed.  The remaining $149,000 increase was due to increases in
every line item except insurance agency income, which decreased $73,000.
Trust income increased due to the new brokerage services and due to an
increase in the fair market value of trust assets, upon which fees are based.
The increases in service charges and fees and other operating income were
caused by substantially the same reasons mentioned in the previous section.
Insurance agency income decreased due to the absence of $189,000 in
contingency commissions received during the first quarter of 2001, but not
in 2002.  Contingency commissions are profit-sharing arrangements on property
and casualty policies between the originating agency and the underwriter and
are generally based on underwriting results and written premium.  As such, the
amount received each year can vary significantly depending on loss experience.

                                  -18-

<PAGE>

NON-INTEREST EXPENSE
THREE MONTHS ENDED SEPTEMBER 30, 2002 VS. 2001.  Total non-interest expense
increased $958,000 or 27.2% during the third quarter, 2002 compared with the
third quarter, 2001 partially due to the $425,000 prepayment fee on Federal
Home Loan Bank notes previously discussed.  The remaining $554,000 increase
reflects increases in salaries and wages, equipment expenses, and other non-
interest expenses.  Salaries and wages increased $148,000 or 9.6% due to
normal pay increases and the addition of several new employees.  A small
increase in the number of staff was necessary because of the opening of a
full-service office in Hamilton, Ohio in September, 2001.  Equipment expenses
increased $124,000 or 76.5% primarily due to rental costs for a new phone
system and increased depreciation on furniture and equipment purchased for
new and remodeled offices.  Other non-interest expenses increased $228,000
or 28.1%, not including the prepayment fee, primarily due to training and
conversion expenses totaling $169,000 for LCNB's conversion to a new data
processing system, completed in September, 2002.

NINE MONTHS ENDED SEPTEMBER 30, 2002 VS. 2001.  Total non-interest expense
increased $1,560,000 or 15.09% during the first nine months of 2002 compared
with the first 9 months of 2001 primarily due to the FHLB prepayment fee and
increases in salaries and wages, pension and other employee benefits,
equipment expenses, and other non-interest expenses.  Salaries and wages
increased $430,000 or 9.6%  and equipment expenses increased $111,000 or 22.7%
for the same reasons mentioned in the previous section.  Pension and other
employee benefits increased $89,000 or 7.5% primarily due to increased health
insurance costs and to increased Social Security and Medicare matching as a
result of increased salaries and wages.  Other non-interest expenses increased
$841,000 or 36.3% primarily due to  the $425,000 FHLB prepayment fee and
training and conversion expenses totaling $184,000 for the year.  The
remaining $232,000 increase is primarily due to a $94,000 increase in computer
maintenance costs due to new hardware and software required for the conversion
to a new operating system and to a $52,000 increase in automatic teller
machine (ATM) expenses resulting from increased usage of ATMs, an increase in
fees paid the ATM processor, and the cost of a new ATM maintenance contract.


                                  -19-

<PAGE>

FINANCIAL CONDITION
The following table highlights the changes in the balance sheet. The analysis
uses quarterly averages to give a better indication of balance sheet trends.
<TABLE>
<CAPTION>
                    CONDENSED QUARTERLY AVERAGE BALANCE SHEETS

                                       Sept. 30,   June 30,       March 31,
                                         2002        2002           2002
                                                 (In thousands)

                                   <c>        <c>             <c>
ASSETS
Interest-earning:
  Federal funds sold                  $ 17,169      22,329         24,911
  Investment securities                123,186     111,464        100,471
  Loans                                332,638     326,345        322,636
                                       -------     -------        -------
Total interest-earning assets          472,993     460,138        448,018

Noninterest-earning:
  Cash and due from banks               13,619      13,419         14,195
  All other assets                      19,458      19,590         19,562
  Allowance for credit losses           (2,001)     (2,002)        (2,002)
                                       -------     -------        -------
Total assets                          $504,069     491,145        479,773
                                       =======     =======        =======

LIABILITIES
Interest-bearing:
  Interest-bearing deposits           $380,957     369,410        357,373
  Short-term borrowings                  1,078         514          1,148
  Long-term debt                         8,708      11,605         12,300
                                       -------     -------        -------
Total interest-bearing liabilities     390,743     381,529        370,821

Noninterest-bearing:
  Noninterest-bearing deposits          59,415      57,363         57,203
  All other liabilities                  3,128       2,627          2,594
                                       -------     -------        -------
Total liabilities                      453,286     441,519        430,618

SHAREHOLDERS' EQUITY                    50,783      49,626         49,155
                                       -------     -------        -------
Total liabilities and shareholders'
  equity                              $504,069     491,145        479,773
                                       =======     =======        =======
</TABLE>



                                  -20-

<PAGE>

Total average assets increased approximately $12.9 million or 2.6% during the
third quarter, 2002 when compared to the second quarter, 2002.  Substantially
all of the growth, approximately $11.7 million, was in investment securities.
Average loans increased $6.3 million.  The increase in average loans was
primarily in the installment, Homeline (secured residential line of credit),
and commercial loan portfolios; the real estate loan portfolio decreased $1.6
million on an average basis.  The decrease was due to payoffs on loans
refinanced combined with the sale of $3,849,000 in new fixed-rate mortgage
loans during the third quarter.  With limited opportunities to invest deposit
growth in the loan portfolio, management purchased additional investment
securities available for sale, which can readily be sold if the funds should
be needed for future loan growth.

Total average interest-bearing liabilities for the third quarter, 2002, were
$9.2 million or 2.4% greater than for the second quarter, 2002.  The growth
was in interest-bearing deposits, which increased $11.5 million on an average
basis - $3.6 million of the growth was in highly liquid savings and NOW
account products and $7.9 million was in certificates of deposit and IRA
accounts.  The $2.9 million decrease in average long-term debt reflects the
prepayment of $4.0 million in FHLB notes during August, 2002.


ASSETS UNDER MANAGEMENT
In addition to assets recorded in its balance sheet, LCNB, as a fiduciary or
custodian, holds assets for customers and investors as a part of its normal
operations.  The following table shows balances for the different types of
assets.

 <TABLE>
<CAPTION>
                                      September 30,    December 31,
                                          2002            2001
                                      ------------     -----------
                                             (In thousands)

                                    <c>              <c>
Total consolidated assets
  recorded on the LCNB Corp.
  consolidated balance sheet           $508,767          480,435
Trust Department assets,
  at fair market value                  118,778          109,456
Mortgage loans serviced for others       26,243           23,734
Business cash management,
  at fair market value                   24,278           26,163
Brokerage accounts,
  at fair market value                    3,045                -
                                        -------          -------
Total assets managed                   $681,111          639,788
                                        =======          =======
</TABLE>

                                  -21-

<PAGE>

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%. A summary of the regulatory capital and capital ratios of LCNB
follows:

<TABLE>
<CAPTION>
                                             At                At
                                        September 30,     December 31,
                                            2002              2001
                                           (Dollars in thousands)

                                       <c>                <c>
Regulatory Capital:
 Shareholders' equity                     $50,893             49,507
 Goodwill and other intangibles            (3,274)            (3,729)
 Net unrealized securities gains           (2,253)            (1,196)
                                           ------             ------
   Tier 1 risk-based capital               45,366             44,582

Eligible allowance for loan losses          2,000              2,000
                                           ------             ------
  Total risk-based capital                $47,366             46,582
                                          =======             ======

Capital Ratios:
Total risk-based                            14.86%             15.40%
Tier 1 risk-based                           14.24%             14.74%
Leverage                                     9.11%              9.46%

Minimum Required Capital Ratios:
 Total risk-based                            8.00%              8.00%
 Tier 1 risk-based                           4.00%              4.00%
 Tier 1 leverage                             3.00%              3.00%

</TABLE>


                                  -22-

<PAGE>

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 will purchase up to 50,000 shares
of its stock through market transactions with a selected stockbroker.  Through
September 30, 2002, 7,565 shares had been purchased under this program.

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.  A total
of 46,897 shares had been purchased under this program at September 30, 2002.


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, federal funds sold and securities available for
sale.  At September 30, 2002, LCNB liquid assets amounted to $154.8 million or
30.4% of total gross assets, an increase from $132.8 million or 27.7% at
December 31,2001.

Liquidity is also provided by access to core funding sources, primarily core
depositors in the bank's trade area.  Approximately 89.6% of total deposits
at September 30, 2002 were "core" deposits.  Core deposits, for this purpose,
are defined as total deposits less public funds and certificates of deposit
greater than $100,000.  LCNB does not solicit brokered deposits as a funding
source.

                                  -23-

<PAGE>

Secondary sources of liquidity include LCNB's ability to sell loan
participations, borrow funds from the Federal Home Loan Bank, and purchase
federal funds.  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.

In June, 2001, LCNB signed a contract with Jack Henry & Associates for
replacement of LCNB's core processing system, including computer hardware
and software.  Management believes the new system will allow LCNB to enhance
operating efficiencies and improve customer service.  Conversion from the old
system to the new system took place at the end of August and beginning of
September, 2002.  Some conversion processes will not occur until early 2003.
Anticipated software and hardware costs total approximately $1,086,000, which
will be capitalized and charged to depreciation expense over the estimated
lives of the assets, primarily seven years.  Costs of converting data files
from the current to the new system and costs of training employees on the new
system totaled approximately $184,000 through September 30, 2002, and were
expensed as incurred.  Management estimates that another $75,000 of such costs
will be expensed during the fourth quarter, 2002 and $31,000 will be expensed
during 2003.  It is anticipated the associated costs will be funded by
liquidating short-term assets.


RECENT ACCOUNTING PRONOUNCEMENTS
On January 1, 2002, the Company adopted Statement of Financial Standards
(SFAS) No. 142, "Goodwill and Other Intangible Assets."  SFAS No. 142
provides that goodwill shall not be amortized but should be tested for
impairment on an annual basis, using criteria prescribed in the statement.
If the carrying amount of goodwill exceeds its implied fair value, as
recalculated, an impairment loss equal to the excess shall be recognized.
Recognized intangible assets other than goodwill should be amortized over
their useful lives and reviewed for impairment in accordance with SFAS No.
144, "Accounting for Impairment or Disposal of Long-Lived Assets."

The Company's intangible assets at September 30, 2002 were classified as
"intangible assets other than goodwill" and primarily represent the
unamortized intangible related to the Company's 1997 acquisition of three
branch offices from another bank.  At September 30, 2002, the carrying amount
of this intangible was $3.2 million, net of accumulated amortization of $2.9
million, and was being amortized on a straight line basis over ten years in
accordance with SFAS No. 72, "Accounting for Certain Acquisitions of Banking
or Thrift Institutions," which was not superseded by SFAS No. 142.

                                  -24-

<PAGE>

On October 1, 2002, the Financial Accounting Standards Board issued SFAS No.
147, "Acquisitions of Certain Financial Institutions," which amends certain
provisions of SFAS No. 72, SFAS No. 144, and FASB Interpretation No. 9.  SFAS
No. 147 removes acquisitions of financial institutions from the scope of SFAS
No. 72 and requires that such acquisitions be accounted for in accordance
with SFAS No. 141, "Business Combinations."  If the acquisition meets the
definition of a business combination, it shall be accounted for by the
purchase method in accordance with the provisions of SFAS No. 141.  Any
goodwill that results will be accounted for in accordance with the provisions
of SFAS No. 142.  If the acquisition does not meet the definition of a
business combination, the cost of the assets acquired shall be allocated to
the individual assets acquired and liabilities assumed based on their
relative fair values and shall not give rise to goodwill.

In addition, this proposed statement would amend SFAS No. 144 to include in
its scope long-term customer-relationship intangible assets of financial
institutions such as depositor- and borrower-relationship intangible assets
and credit-cardholder intangible assets.  Accordingly, those intangible
assets would be subject to the same undiscounted cash flow recoverability
tests and impairment loss recognition and measurement provisions that SFAS
No. 144 requires for long-term tangible assets and other finite-lived
intangible assets that are held and used.

Existing unidentifiable intangible assets, as that term is defined in SFAS
No. 72, previously recognized under the provisions of SFAS No. 72 shall
continue to be amortized (consistent with the existing clarifying provisions
of Emerging Issues Task Force Topic D-100) unless the transaction in which
the intangible asset arose meets the definition of a business combination.

Management does not believe its 1997 branch office acquisition meets the
definition of a business combination and intends to continue amortizing the
intangible over ten years, subject to periodic review for impairment and its
estimated useful life.


Item 3.  Quantitative and Qualitative Disclosures about Market Risks

For a discussion of LCNB's asset and liability management policies and gap
analysis for the year ended December 31, 2001 see Item 7A, Quantitative and
Qualitative Disclosures about Market Risks, in the recently filed Form 10-K
for the year ended December 31, 2001.  There have been no material changes in
LCNB's market risks, which for LCNB is primarily interest rate risk.


Item 4.  Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer have reviewed,
as of a date within 90 days of this filing, the 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 in a timely and proper manner.  Based upon this review, LCNB believes
that there are adequate controls and procedures in place. There are no
significant changes in the controls or other factors that could affect the
controls after the date of evaluation.



                                  -25-
<PAGE>

                          PART II.  OTHER INFORMATION

                          LCNB Corp. and Subsidiaries


Item 1. Legal Proceedings - Not Applicable

Item 2. Changes in Securities and Use of Proceeds - Not Applicable

Item 3. Defaults by the Company on its Senior Securities - Not Applicable

Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable

Item 5. Other Information - Not Applicable

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit No.         Title


  99                Certification of Chief Executive Officer
                    and Chief Financial Officer under Section
                    906 of the Sarbanes-Oxley Act of 2002.


(b)  Reports on Form 8-K

A Form 8-K filed on September 19, 2002, disclosed that LCNB Corp. had not
entered into any discussions with any party relating to the sale, merger, or
consolidation of LCNB Corp. or Lebanon Citizens National Bank.

                                  -26-

<PAGE>


                               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.
                                 Registrant


Date:  October 28, 2002          /s/Steve P. Foster
                                 ------------------------
                                 Steve P. Foster
                                 Executive Vice President
                                 and Chief Financial Officer



                                  -27-

<PAGE>

                           CERTIFICATIONS

In connection with the Quarterly Report of LCNB Corp. on Form 10-Q for the
period ending September 30, 2002, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Stephen P. Wilson, President
and Chief Executive Officer of LCNB Corp., certify, that:

     (1)  I have reviewed this quarterly report on Form 10-Q of LCNB Corp.;

     (2)  Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect
          to the period covered by this quarterly report;

     (3)  Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations,
          and cash flows of the registrant as of, and for, the periods
          presented in this quarterly report;

     (4)  LCNB Corp.'s other certifying officer and I are responsible for
          establishing and maintaining disclosure controls and procedures, as
          defined in Exchange Act Rules 13a-14 and 15d-14, for LCNB Corp. and
          we have:

           a. Designed such disclosure controls and procedures to ensure that
              material information relating to LCNB Corp., including its
              consolidated subsidiaries, is made known to us by others with
              those entities, particularly during the period in which the
              quarterly report is being prepared;

           b. Evaluated the effectiveness of the registrant's disclosure
              control and procedures as of a date within 90 days prior to the
              filing date of this quarterly report (the Evaluation Date); and

           c. Presented in this quarterly report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date.

     (5)  LCNB Corp.'s other certifying officer and I have disclosed, based on
          our most recent evaluation, to LCNB Corp.'s auditors and the audit
          committee of LCNB Corp.'s board of directors:

a. All significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize, and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and

           b. Any fraud, whether or not material, that involves management
              or other employees who have a significant role in the
              registrant's internal controls.

     (6)  LCNB Corp.'s other certifying officer and I have indicated
          in this quarterly report whether or not there were significant
          changes in internal controls or in other factors that could
          significantly affect internal controls subsequent to the date of our
          most recent evaluation, including any corrective actions with regard
          to significant deficiencies and material weaknesses.




/s/ Stephen P. Wilson
Stephen P. Wilson
President and Chief Executive Officer
October 28, 2002


                                  -28-
<PAGE>


                            CERTIFICATIONS

In connection with the Quarterly Report of LCNB Corp. on Form 10-Q for the
period ending September 30, 2002, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Steve P. Foster, Executive
Vice President and Chief Financial Officer of LCNB Corp., certify, that:

     (1)  I have reviewed this quarterly report on Form 10-Q of LCNB Corp.;

     (2)  Based on my knowledge, this quarterly report does not contain
          any untrue statement of a material fact or omit to state a material
          fact necessary to make the statements made, in light of the
          circumstances under which such statements were made, not misleading
          with respect to the period covered by this quarterly report;

     (3)  Based on my knowledge, the financial statements, and other
          financial information included in this quarterly report, fairly
          present in all material respects the financial condition, results of
          operations, and cash flows of the registrant as of, and for, the
          periods presented in this quarterly report;

     (4)  LCNB Corp.'s other certifying officer and I are responsible for
          establishing and maintaining disclosure controls and procedures, as
          defined in Exchange Act Rules 13a-14 and 15d-14, for LCNB Corp. and
          we have:

           a. Designed such disclosure controls and procedures to ensure that
              material information relating to LCNB Corp., including its
              consolidated subsidiaries, is made known to us by others with
              those entities, particularly during the period in which the
              quarterly report is being prepared;

           b. Evaluated the effectiveness of the registrant's disclosure
              control and procedures as of a date within 90 days prior to the
              filing date of this quarterly report (the Evaluation Date); and

           c. Presented in this quarterly report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date.

(5) LCNB Corp.'s other certifying officer and I have disclosed, based on
          our most recent evaluation, to LCNB Corp.'s auditors and the audit
          committee of LCNB Corp.'s board of directors:

           a. All significant deficiencies in the design or operation of
   internal controls which could adversely affect the registrant's
   ability to record, process, summarize, and report financial data
   and have identified for the registrant's auditors any material
   weaknesses in internal controls; and

           b. Any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls.


(6) LCNB Corp.'s other certifying officer and I have indicated in this
          quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly
          affect internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.




/s/ Steve P. Foster
Steve P. Foster
Executive Vice President and
Chief Financial Officer
October 28, 2002


                                  -29-