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 September 30, 2005



(      )

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.



Yes  X No



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).



Yes  X No





The number of shares outstanding of the issuer's common stock, without par value, as of October 28, 2005 was 3,282,208 shares.



LCNB Corp.



INDEX

Page No.



Part I - Financial Information



Item 1.  Financial Statements



Consolidated Balance Sheets -

September 30, 2005, and December 31, 2004

1



Consolidated Statements of Income -

Three and Nine Months Ended September 30, 2005 and 2004

2



Consolidated Statements of Comprehensive Income -

Three and Nine Months Ended September 30, 2005 and 2004

3



Consolidated Statements of Stockholders' Equity -

Nine Months Ended September 30, 2005 and 2004

4



Consolidated Statements of Cash Flows -

Nine Months Ended September 30, 2005 and 2004

5



Notes to Consolidated Financial Statements

6-13



Independent Accountants' Review Report

14



Item 2.  Management's Discussion and Analysis of Financial

Condition and Results of Operations

15-28



Item 3.  Quantitative and Qualitative Disclosures about

Market Risks

29



Item 4  Controls and Procedures

30



Part II - Other Information



Item 1  Legal Proceedings

31



Item 2  Changes in Securities and Use of Proceeds

31-32



Item 3  Defaults by the Company on its Senior Securities

32



Item 4  Submission of Matters to a Vote of Security Holders

32



Item 5  Other Information

32



Item 6  Exhibits

32



Signatures

33







|                                                                                                          | 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                                                   
|                                                                                                          | Other assets                                                       
|                                                                                                          |                                                                    
|                                                                                                          |                                                                    
|LIABILITIES:                                                                                              |                                                                    
|                                                                                                          | Deposits                                                          
|                                                                                                          |                                                                    
|                                                                                                          |                                                                    
|                                                                                                          |                                                                    
|                                                                                                          | Short-term borrowings                                              
|                                                                                                          | Long-term debt                                                     
|                                                                                                          | Accrued interest and other liabilities                             
|                                                                                                          |                                                                    
|                                                                                                          |                                                                    
|SHAREHOLDERS EQUITY:                                                                                     |                                                                    
|                                                                                                          | Preferred stock  no par value, authorized 1,000,000 shares at     
|                                                                                                          |                                                                    
|                                                                                                          | Common stock - no par value, authorized 8,000,000 and 4,000,000    
|                                                                                                          |                                                                    
|                                                                                                          |                                                                    
|                                                                                                          | Surplus                                                            
|                                                                                                          | Retained earnings                                                  
|                                                                                                          | Treasury shares at cost, ­­­261,176 and 223,585 shares at September
|                                                                                                          |                                                                    
|                                                                                                          | Accumulated other comprehensive income (loss)                      
|                                                                                                          |                                                                    
|                                                                                                          |                                                                    
|                                                                                                          |                                                                    
|                                                                                                          |                                                                    
|                                                                                                          |                                                                    
|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:                                                                                    
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
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|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|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, 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, $0.87 per share                                                                  |                                                      |  
|Balance September 30, 2005                                                                                |                                                      | $
|                                                                                                          |                                                      |  
|Balance January 1, 2004                                                                                   |                                                      | $
|                                                                                                          |                                                      |  
|Net income                                                                                                |                                                      |  
|                                                                                                          |                                                      |  
|Change in estimated fair value of securities available                                                    |                                                      |  
|                                                                                                          | for sale, net of tax and reclassification adjustment |  
|                                                                                                          |                                                      |  
|Treasury shares purchased                                                                                 |                                                      |  
|                                                                                                          |                                                      |  
|Cash dividends declared, $0.835 per share                                                                 |                                                      |  
|Balance September 30, 2004                                                                                |                                                      | $
|                                                                                                          |                                                      |  
|                                                                                                          |                                                      |  
|                                                                                                          |                                                      |  
|                                                                                                          |                                                      |  
|                                                                                                          |                                                      |  
|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:                                                                    
|                                                                                                         
|                                                                                                         
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|                                                                                                         
|                                                                                                         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                    
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                    
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|CASH AND CASH EQUIVALENTS AT BEGINNING                                                                   
|                                                                                                         
|                                                                                                         
|                                                                                                         
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                               
|                                                                                                         
|SUPPLEMENTAL CASH FLOW INFORMATION:                                                                      
|                                                                                                         
|CASH PAID DURING THE YEAR FOR:                                                                           
|                                                                                                         
|                                                                                                         
|                                                                                                         
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES:                                                
|                                                                                                         
|                                                                                                         
|                                                                                                         
|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 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 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.



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, 2005 are not necessarily indicative of the results to be expected for the full year ending December 31, 2005.  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 2004 Form 10-K filed with the Securities and Exchange Commission.



The financial information presented on pages one through thirteen of this Form 10-Q has been subject to a review by J.D. Cloud & Co., L.L.P., LCNB's independent registered public accounting firm, as described in their report contained herein.





-6-



LCNB Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

(Continued)





Note 2 - 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 nine months ended September 30 (thousands, except share and per share data):



|                                                                                                                    |   |           | For the Three Months |           |  |           | For the Nine Months |          
|------------------------------------------------------------------------------------------------------------------- | - | --------- | -------------------- | --------- |  | --------- | ------------------- | ---------
|                                                                                                                    |   |           | Ended September 30,  |           |  |           | Ended September 30, |          
|                                                                                                                    |   | 2005      |                      | 2004      |  | 2005      |                     | 2004     
|                                                                                                                    |   |           |                      |           |  |           |                     |          
|Net income                                                                                                          | $ | 1,821     |                      | 1,582     |  | 4,919     |                     | 4,800    
|                                                                                                                    |   |           |                      |           |  |           |                     |          
|Weighted average number of shares outstanding used in the calculation of basic earnings per common share            |   | 3,297,848 |                      | 3,339,521 |  | 3,311,763 |                     | 3,358,429
|                                                                                                                    |   |           |                      |           |  |           |                     |          
|Add- Dilutive effect of stock options                                                                               |   | 1,281     |                      | 1,253     |  | 1,320     |                     | 1,101    
|                                                                                                                    |   |           |                      |           |  |           |                     |          
|Adjusted weighted average number of shares outstanding used in the calculation of diluted earnings per common share |   | 3,299,129 |                      | 3,340,774 |  | 3,313,083 |                     | 3,359,530
|                                                                                                                    |   |           |                      |           |  |           |                     |          
|Basic earnings per common share                                                                                     | $ | 0.55      |                      | 0.47      |  | 1.49      |                     | 1.43     
|                                                                                                                    |   |           |                      |           |  |           |                     |          
|Diluted earnings per common share                                                                                   | $ | 0.55      |                      | 0.47      |  | 1.48      |                     | 1.43     
|                                                                                                                    |   |           |                      |           |  |           |                     |          



Note 3 -  Investment Securities

The amortized cost and estimated market value of available-for-sale investment securities at September 30, 2005 and December 31, 2004 are summarized as follows (thousands):



|                                       | September 30, 2005 |               
|-------------------------------------- | ------------------ | --------------
|                                       |                    | Amortized
Cost
|U.S. Treasury notes                    | $                  | 4,176         
|U.S. Agency notes                      |                    | 40,235        
|U.S. Agency mortgage-backed securities |                    | 23,147        
|Municipal securities:                  |                    |               
|Non-taxable                            |                    | 59,215        
|Taxable                                |                    | 7,259         
|                                       | $                  | 134,032       



- 7 -



LCNB Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

(Continued)





Note 3  Investment Securities (continued)



|                                       | December 31, 2004
|-------------------------------------- | -----------------
|                                       |                  
|                                       |                  
|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 September 30, 2005 and December 31, 2004, aggregated by length of time that individual securities have been in a continuous loss position, is as follows (thousands):



|                                        |   | September 30, 2005     
|--------------------------------------- | - | -----------------------
|                                        |   | Less than Twelve Months
|                                        |   | Fair
Value             
|                                        |   |                        
|U.S. Treasury notes                     | $ | 4,131                  
|U.S. Agency notes                       |   | 20,260                 
|U.S. Agency mortgage-
backed securities |   | 5,509                  
|Municipal securities:                   |   |                        
|Non-taxable                             |   | 14,432                 
|Taxable                                 |   | 2,000                  
|                                        | $ | 46,332                 













- 8 -















LCNB Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

(Continued)







Note 3  Investment Securities (continued)



|                                        |   | December 31, 2004      
|--------------------------------------- | - | -----------------------
|                                        |   | Less than Twelve Months
|                                        |   | Fair
Value             
|                                        |   |                        
|U.S. Agency notes                       | $ | 11,085                 
|U.S. Agency mortgage-
backed securities |   | 18,492                 
|Municipal securities:                   |   |                        
|Non-taxable                             |   | 5,937                  
|Taxable                                 |   | 4,196                  
|                                        | $ | 39,710                 



The decline in fair values is primarily due to increases in market interest rates.  Unrealized losses on securities at September 30, 2005 and December 31, 2004 have not been recognized into income 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 4 - Loans

Major classifications of loans at September 30, 2005 and December 31, 2004 are as follows (thousands):



|                                   |             |         | September 30, |  | December 31,
|---------------------------------- | ----------- | ------- | ------------- |  | ------------
|                                   |             |         | 2005          |  |             
|Commercial and industrial          | $           | 35,157  |               |  |             
|Commercial, secured by real estate |             | 119,136 |               |  |             
|Residential real estate            |             | 160,887 |               |  |             
|Consumer, excluding credit card    |             | 35,424  |               |  |             
|Agricultural                       |             | 2,462   |               |  |             
|Other loans                        |             | 124     |               |  |             
|Lease financing                    |             | 43      |               |  |             
|                                   |             |         | 353,233       |  |             
|Deferred net origination costs     |             | 636     |               |  |             
|                                   |             |         | 353,869       |  |             
|Less allowance for loan losses     |             | 2,151   |               |  |             
|                                   | Loans  net | $       | 351,718       |  |             

- 9 -



LCNB Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

(Continued)





Note 4 - Loans (continued)

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, 2005 and December 31, 2004 were $47,593,000 and $46,345,000, respectively.  Loans sold to the FHLMC during the three and nine months ended September 30, 2005 totaled $2,847,000 and $5,643,000, respectively, and $178,000 and $1,843,000 during the three and nine months ended September 30, 2004, respectively.



Changes in the allowance for loan losses for the nine months ended September 30, 2005 and 2004 were as follows (thousands):



|                            |                         |       | Nine Months Ended
|--------------------------- | ----------------------- | ----- | -----------------
|                            |                         |       | September 30,    
|                            |                         |       | 2005             
|Balance - beginning of year | $                       | 2,150 |                  
|Provision for loan losses   |                         | 262   |                  
|Charge-offs                 |                         | (557) |                  
|Recoveries                  |                         | 296   |                  
|                            | Balance - end of period | $     | 2,151            



Charge-offs for the nine months ended September 30, 2005 consisted primarily of checking and NOW account overdrafts and consumer loans.  Charge-offs for the nine months ended September 30, 2004 included a $126,000 charge-off for a commercial loan and $32,000 for residential mortgage loans.  The balance of charge-offs for the 2004 period was primarily for consumer and credit card loans.  LCNB charges off checking and NOW account overdrafts when considered uncollectible, but no later than 60 days from the date first overdrawn.  Overdrafts charged off during 2005 totaled $253,000 and recoveries were $137,000.  Prior to 2005, overdrafts considered uncollectible were netted against service charges and fees in non-interest income.



Non-accrual, past-due, and restructured loans as of September 30, 2005 and December 31, 2004 were as follows (thousands):



|                                            |       |       | September 30, |       | December 31,
|------------------------------------------- | ----- | ----- | ------------- | ----- | ------------
|                                            |       |       | 2005          |       | 2004        
|Non-accrual loans                           | $     | 394   |               | -    
|Past-due 90 days or more and still accruing |       | 88    |               | 165  
|Restructured loans                          |       | 1,717 |               | 1,817
|                                            | Total | $     | 2,199         |       | 1,982       





-10-



LCNB Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

(Continued)





Note 4 - Loans (continued)

Non-accrual loans at September 30, 2005 consisted of two loans.  The first loan has a balance of $330,000 and is secured by agricultural property; the remaining $64,000 is a residential real estate mortgage loan.  Loans past-due 90 days or more and still accruing interest at September 30, 2005 consisted of residential real estate mortgage loans totaling $76,000 and consumer loans totaling $12,000.  Consumer loans totaling $104,000 and residential mortgage loans totaling $61,000 comprised the loans classified as past-due 90 days or more and still accruing at December 31, 2004.  The restructured loan at both dates is a commercial loan secured by a combination of mortgages and other collateral.





Note 5  Short-Term Borrowings

At September 30, 2005 and December 31, 2004, short-term borrowings consisted of U.S. Treasury demand note borrowings.  The interest rate on these borrowings was 3.64% and 1.87% at September 30, 2005 and December 31, 2004, respectively.





Note 6 - 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, 2005 and December 31, 2004 were as follows (thousands):



| |                              |   | September 30, |  | December 31,
| | ---------------------------- | - | ------------- |  | ------------
| |                              |   | 2005          |  |             
| | Commitments to extend credit | $ | 71,424        |  |             
| | Standby letters of credit    |   | 5,912         |  |             



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, 2005 and December 31, 2004, outstanding guarantees of $1,858,000 and $1,983,000, 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 September 30, 2005 and December 31, 2004 was approximately $4.1 million and $4.2 million, respectively.  The letter of credit will expire on July 15, 2009.  It is secured by an assignment of rents and the underlying real property.



-11-



LCNB Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

(Continued)





Note 6 - Commitments and Contingent Liabilities (continued)

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.



At September 30, 2005, LCNB is committed under various contracts to expend approximately $90,000 to complete certain building and office renovation projects and computer upgrades.



Management believes that LCNB has sufficient liquidity to fund its lending and capital expenditure 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.





Note 7 - Stock Options

LCNB established an Ownership Incentive Plan (the "Plan") during 2002 that allows for 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.  Stock options for 4,054 shares with an exercise price of $35.315 were granted to key executive officers of LCNB during the first quarter, 2004.  No stock options were granted during the nine months ended September 30, 2005.  At September 30, 2005, 9,582 stock options with a weighted average exercise price of $30.05 were outstanding.  The options expire in 2013 and 2014.  No options have been exercised as of September 30, 2005.



Effective January 1, 2005, LCNB adopted the fair value method of accounting for stock options as described in Statement of  Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS No. 123 (revised)).  SFAS No. 123 (revised) generally requires an entity to recognize expense for the grant-date fair value of share-based compensation, where the original SFAS No. 123, Accounting for Stock-Based Compensation, encouraged but did not require an entity to recognize expense for such transactions.  The estimated cost of share-based compensation is to be recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period or five 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 nine months ended September 30, 2005 were $2,000 and $6,000, respectively.







-12-





LCNB Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

(Continued)





Note 7 - Stock Options (continued)

Prior to January 1, 2005, LCNB accounted for stock options under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25), and related Interpretations.  Under APB No. 25, no stock-based employee compensation cost was reflected in net income, as all options granted had an exercise price equal to the market value of the underlying common stock on the date of grant.  If LCNB had applied the fair value recognition provisions of SFAS 123 (revised) for the three and nine months ended September 30, 2004, the pro-forma effect on net income and basic and diluted earnings per share would not have been material.





Note 8  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 nine months ended September 30, 2005 and 2004, are summarized as follows (thousands):



|                               |   |      | For the Three Months |      |  |       | For the Nine Months |      
|------------------------------ | - | ---- | -------------------- | ---- |  | ----- | ------------------- | -----
|                               |   |      | Ended September 30,  |      |  |       | Ended September 30, |      
|                               |   | 2005 |                      | 2004 |  | 2005  |                     | 2004 
|                               |   |      |                      |      |  |       |                     |      
|Service cost                   | $ | 156  |                      | 163  |  | 468   |                     | 490  
|Interest cost                  |   | 74   |                      | 63   |  | 222   |                     | 188  
|Expected return on plan assets |   | (82) |                      | (66) |  | (242) |                     | (225)
|Amortization of net loss       |   | 1    |                      | 18   |  | 1     |                     | 53   
|Net periodic pension cost      |   | 149  |                      | 178  |  | 449   |                     | 506  
|                               |   |      |                      |      |  |       |                     |      



LCNB previously disclosed in its consolidated financial statements for the year ended December 31, 2004, that it expected to contribute $650,000 to its pension plan in 2005.  As of September 30, 2005, no contributions have been made.





Note 10  Recent Accounting Pronouncements

Statement of Financial Accounting Standards (SFAS) No. 154, Accounting Changes and Error Corrections  a replacement of APB Opinion No. 20 and FASB Statement No. 3, was issued in May, 2005.  It primarily applies to voluntary changes in accounting principles, but it also includes changes in accounting estimates and corrections of errors in previously issued financial statements.  SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.











-13-





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 September 30, 2005, and the related consolidated statements of income and comprehensive income for each of the three-month and nine-month periods ended September 30, 2005 and 2004, and the related consolidated statements of shareholders equity and cash flows for each of the nine-month periods ended September 30, 2005 and 2004.  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, 2004 (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 14, 2005, 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, 2004, is fairly stated in all material respects.









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





Cincinnati, Ohio

October 26, 2005







-14-



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, 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 $1,821,000 or $0.55 basic per share for the three months ended September 30, 2005, compared to $1,582,000 or $0.47 basic per share for the three months ended September 30, 2004.  The return on average assets (ROAA) for the third quarter, 2005 was 1.34% and the return on average equity (ROAE) was 13.78%, compared with an ROAA of 1.23% and an ROAE of 12.11% for the third quarter of 2004.  The increase in net income for the third quarter, 2005 is primarily attributable to an increase in non-interest income, partially offset by an increase in non-interest expense.



LCNB earned $4,919,000 or $1.49 basic per share during the first nine months of 2005 compared to $4,800,000 or $1.43 basic per share for the first nine months of 2004.  The ROAA and ROAE for the first nine months of 2005 were 1.23% and 12.55%, respectively.  The comparable ratios for the first nine months of 2004 were 1.26% and 12.21%, respectively.  Net interest income for the nine month period of 2005 was greater than that of the comparable period in 2004, as was non-interest income.  The provision for loan losses for the nine month period of 2005 was less than for the comparable period in 2004.  These positive factors that increased income were partially offset by an increase in non-interest expense.





Net Interest Income



Three Months Ended September 30, 2005 vs. 2004.

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 September 30, 2005 and 2004, 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.





-15-



LCNB Corp. and Subsidiaries



Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)



|                                                        |                                |                                    |             |          |       |         |       | Three Months Ended September 30,
|------------------------------------------------------- | ------------------------------ | ---------------------------------- | ----------- | -------- | ----- | ------- | ----- | --------------------------------
|                                                        |                                |                                    |             |          |       |         |       | 2005                            
|                                                        |                                | Average                            |             | Interest |       | Average |       | Average                         
|                                                        |                                |                                    | Outstanding | Earned/  |       | Yield/  |       | Outstanding                     
|                                                        |                                | Balance                            |             | Paid     |       | Rate    |       | Balance                         
|                                                        |                                |                                    |             |          |       |         |       | (Dollars in thousands)          
|                                                        |                                |                                    |             |          |       |         |       |                                 
|Loans (1)                                               | $                              | 350,073                            | $           | 5,632    |       | 6.38%   | $     | 333,352                         
|Federal funds sold and interest-bearing
demand deposits |                                | 4,852                              |             | 40       |       | 3.27%   |       | 8,252                           
|Federal Reserve Bank stock                              |                                | 647                                |             | -        |       | -%      |       | 647                             
|Federal Home Loan Bank stock                            |                                | 2,468                              |             | 30       |       | 4.82%   |       | 2,361                           
|Investment securities:                                  |                                |                                    |             |          |       |         |       |                                 
|                                                        | Taxable                        | 80,602                             |             | 733      |       | 3.61%   |       | 83,395                          
|                                                        | Non-taxable (2)                | 56,919                             |             | 821      |       | 5.72%   |       | 51,540                          
|                                                        |                                | Total earnings assets              |             | 495,561  |       | 7,256   |       | 5.81%                           
|Non-earning assets                                      |                                | 45,731                             |             |          |       |         |       | 33,299                          
|Allowance for loan losses                               |                                | (2,154)                            |             |          |       |         |       | (2,160)                         
|                                                        |                                | Total assets                       | $           | 539,138  |       |         |       |                                 
|                                                        |                                |                                    |             |          |       |         |       |                                 
|Interest-bearing deposits                               | $                              | 398,953                            |             | 2,269    |       | 2.26%   | $     | 376,460                         
|Short-term debt                                         |                                | 3,640                              |             | 35       |       | 3.81%   |       | 529                             
|Long-term debt                                          |                                | 2,097                              |             | 29       |       | 5.49%   |       | 4,160                           
|                                                        |                                | Total interest-bearing liabilities |             | 404,690  |       | 2,333   |       | 2.29%                           
|Demand deposits                                         |                                | 79,207                             |             |          |       |         |       | 75,157                          
|Other liabilities                                       |                                | 2,821                              |             |          |       |         |       | 2,549                           
|Capital                                                 |                                | 52,420                             |             |          |       |         |       | 51,831                          
|                                                        |                                | Total liabilities and capital      | $           | 539,138  |       |         |       |                                 
|                                                        |                                |                                    |             |          |       |         |       |                                 
|                                                        |                                |                                    |             |          |       |         |       |                                 
|                                                        |                                |                                    |             |          |       |         |       |                                 
|                                                        |                                |                                    |             |          |       |         |       | Three Months Ended September 30,
|                                                        |                                |                                    |             |          |       |         |       | 2005                            
|                                                        |                                | Average                            |             | Interest |       | Average |       | Average                         
|                                                        |                                |                                    | Outstanding | Earned/  |       | Yield/  |       | Outstanding                     
|                                                        |                                | Balance                            |             | Paid     |       | Rate    |       | Balance                         
|                                                        |                                |                                    |             |          |       |         |       | (Dollars in thousands)          
|                                                        |                                |                                    |             |          |       |         |       |                                 
|Net interest rate spread (3)                            |                                |                                    |             |          |       | 3.52%   |       |                                 
|                                                        |                                |                                    |             |          |       |         |       |                                 
|Net interest income and net interest margin on          |                                |                                    |             |          |       |         |       |                                 
|                                                        | a taxable-equivalent basis (4) |                                    |             | $        | 4,923 |         | 3.94% |                                 
|                                                        |                                |                                    |             |          |       |         |       |                                 
|Ratio of interest-earning assets to interest-           |                                |                                    |             |          |       |         |       |                                 
|                                                        | bearing liabilities            |                                    | 122.45%     |          |       |         |       |                                 
|                                                        |                                |                                    |             |          |       |         |       |                                 
|                                                        |                                |                                    |             |          |       |         |       |                                 



(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.





-16-



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 September 30, 2005 as compared to the same period in 2004.  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         
|----------------------------- | ------------------------------------------------------- | ---------- | ---------------------- | ------------------- | --- | ---------------------------
|                              |                                                         |            |                        |                     |     | September 30,              
|                              |                                                         |            |                        |                     |     | 2005  vs. 2004             
|                              |                                                         |            |                        |                     |     | Increase (decrease) due to:
|                              |                                                         |            |                        |                     |     | Volume                     
|                              |                                                         |            |                        |                     |     | (In thousands)             
|Interest-earning Assets:      |                                                         |            |                        |                     |     |                            
|                              | Loans                                                   |            | $                      | 265                 |     | 179                        
|                              | Federal funds sold and interest-bearing
demand deposits |            | (15)                   |                     | 27  |                            
|                              | Federal Reserve Bank stock                              |            | -                      |                     | -   |                            
|                              | Federal Home Loan Bank stock                            |            | 1                      |                     | 4   |                            
|                              | Investment securities                                   |            |                        |                     |     |                            
|                              |                                                         | Taxable    |                        | (25)                |     | 24                         
|                              |                                                         | Nontaxable |                        | 77                  |     | 11                         
|                              |                                                         |            | Total interest income  |                     | 303 |                            
|                              |                                                         |            |                        |                     |     |                            
|Interest-bearing Liabilities: |                                                         |            |                        |                     |     |                            
|                              | Deposits                                                |            | 111                    |                     | 387 |                            
|                              | Short-term debt                                         |            | 26                     |                     | 7   |                            
|                              | Long-term debt                                          |            | (28)                   |                     | 4   |                            
|                              |                                                         |            | Total interest expense |                     | 109 |                            
|                              |                                                         |            |                        | Net interest income | $   | 194                        





-17-





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 September 30, 2005 totaled $4,923,000, an increase of $41,000 from the comparable period in 2004.  Total interest income increased $548,000 and was largely offset by an increase in total interest expense of $507,000.



The increase in total interest income was due to a $16.0 million increase in average interest earning assets, from $479.5 million for the three months ended September 30, 2004 to $495.5 million for the same period in 2005, and to a 26 basis point (one basis point equals 0.01%) increase in the average rate earned on earning assets, from 5.55% for the three months ended September 30, 2004 to 5.81% for the same period in 2005.  Most of the increase in average interest earning assets was from loan growth, which increased by $16.7 million on an average basis.  In addition, average investment securities increased $2.6 million.  These increases were partially offset by a $3.4 million decrease in average federal funds sold and interest-bearing demand deposits.



The increase in total interest expense was primarily due to a 39 basis point increase in the average rate paid and secondarily due to a $23.5 million increase in average interest-bearing liabilities.  Average interest-bearing deposits increased $22.5 million and average short-term debt increased $3.1 million, while average long-term debt decreased $2.1 million.  Average short-term debt increased due to increased usage of federal funds purchased and of an overnight borrowing arrangement with another bank.  The decrease in long-term debt was due to the maturity of a $2.0 million Federal Home Loan Bank advance in December, 2004.



The net interest margin narrowed 10 basis points in the third quarter, 2005 compared to the third quarter, 2004. The tighter margin reflects highly competitive market pricing conditions for both loans and deposits, resulting in average deposit rates increasing faster than average loan rates.  The average rate paid for deposits during the third quarter, 2005 was 39 basis points greater than the average rate paid during the third quarter, 2004.  Comparing the same periods, the average yield earned on interest earning assets increased by only 26 basis points.   Net interest income for the third quarter, 2005 was greater than the comparable period in 2004 predominately due to the loan growth offset by the deposit rate increase discussed above.





Nine Months Ended September 30, 2005 vs. 2004.

The following table presents, for the nine months ended September 30, 2005 and 2004, 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.





-18-



LCNB Corp. and Subsidiaries



Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)



|                                                        |                                |                                    |             |          |        |         |       | Nine Months Ended September 30,
|------------------------------------------------------- | ------------------------------ | ---------------------------------- | ----------- | -------- | ------ | ------- | ----- | -------------------------------
|                                                        |                                |                                    |             |          |        |         |       | 2005                           
|                                                        |                                | Average                            |             | Interest |        | Average |       | Average                        
|                                                        |                                |                                    | Outstanding | Earned/  |        | Yield/  |       | Outstanding                    
|                                                        |                                | Balance                            |             | Paid     |        | Rate    |       | Balance                        
|                                                        |                                |                                    |             |          |        |         |       | (Dollars in thousands)         
|                                                        |                                |                                    |             |          |        |         |       |                                
|Loans (1)                                               | $                              | 344,495                            | $           | 16,447   |        | 6.38%   | $     | 324,339                        
|Federal funds sold and interest-bearing
demand deposits |                                | 13,813                             |             | 287      |        | 2.78%   |       | 11,881                         
|Federal Reserve Bank stock                              |                                | 647                                |             | 19       |        | 3.93%   |       | 647                            
|Federal Home Loan Bank stock                            |                                | 2,440                              |             | 87       |        | 4.77%   |       | 2,338                          
|Investment securities:                                  |                                |                                    |             |          |        |         |       |                                
|                                                        | Taxable                        | 75,428                             |             | 1,992    |        | 3.53%   |       | 85,413                         
|                                                        | Non-taxable (2)                | 54,124                             |             | 2,320    |        | 5.73%   |       | 52,326                         
|                                                        |                                | Total earnings assets              |             | 490,947  |        | 21,152  |       | 5.76%                          
|Non-earning assets                                      |                                | 44,417                             |             |          |        |         |       | 33,286                         
|Allowance for loan losses                               |                                | (2,156)                            |             |          |        |         |       | (2,159)                        
|                                                        |                                | Total assets                       | $           | 533,208  |        |         |       |                                
|                                                        |                                |                                    |             |          |        |         |       |                                
|Interest-bearing deposits                               | $                              | 397,770                            |             | 6,387    |        | 2.15%   | $     | 375,563                        
|Short-term debt                                         |                                | 1,606                              |             | 42       |        | 3.50%   |       | 511                            
|Long-term debt                                          |                                | 2,113                              |             | 88       |        | 5.57%   |       | 4,174                          
|                                                        |                                | Total interest-bearing liabilities |             | 401,489  |        | 6,517   |       | 2.17%                          
|Demand deposits                                         |                                | 76,786                             |             |          |        |         |       | 72,597                         
|Other liabilities                                       |                                | 2,524                              |             |          |        |         |       | 2,732                          
|Capital                                                 |                                | 52,409                             |             |          |        |         |       | 52,494                         
|                                                        |                                | Total liabilities and capital      | $           | 533,208  |        |         |       |                                
|                                                        |                                |                                    |             |          |        |         |       |                                
|                                                        |                                |                                    |             |          |        |         |       |                                
|                                                        |                                |                                    |             |          |        |         |       |                                
|                                                        |                                |                                    |             |          |        |         |       | Nine Months Ended September 30,
|                                                        |                                |                                    |             |          |        |         |       | 2005                           
|                                                        |                                | Average                            |             | Interest |        | Average |       | Average                        
|                                                        |                                |                                    | Outstanding | Earned/  |        | Yield/  |       | Outstanding                    
|                                                        |                                | Balance                            |             | Paid     |        | Rate    |       | Balance                        
|                                                        |                                |                                    |             |          |        |         |       | (Dollars in thousands)         
|                                                        |                                |                                    |             |          |        |         |       |                                
|Net interest rate spread (3)                            |                                |                                    |             |          |        | 3.59%   |       |                                
|                                                        |                                |                                    |             |          |        |         |       |                                
|Net interest income and net interest margin on          |                                |                                    |             |          |        |         |       |                                
|                                                        | a taxable-equivalent basis (4) |                                    |             | $        | 14,635 |         | 3.99% |                                
|                                                        |                                |                                    |             |          |        |         |       |                                
|Ratio of interest-earning assets to interest-           |                                |                                    |             |          |        |         |       |                                
|                                                        | bearing liabilities            |                                    | 122.28%     |          |        |         |       |                                
|                                                        |                                |                                    |             |          |        |         |       |                                
|                                                        |                                |                                    |             |          |        |         |       |                                



(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.





-19-



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 nine months ended September 30, 2005 as compared to the same period in 2004.



|                              |                                                         |            |                        |                     |     | Nine Months Ended          
|----------------------------- | ------------------------------------------------------- | ---------- | ---------------------- | ------------------- | --- | ---------------------------
|                              |                                                         |            |                        |                     |     | September 30,              
|                              |                                                         |            |                        |                     |     | 2005  vs. 2004             
|                              |                                                         |            |                        |                     |     | Increase (decrease) due to:
|                              |                                                         |            |                        |                     |     | Volume                     
|                              |                                                         |            |                        |                     |     | (In thousands)             
|Interest-earning Assets:      |                                                         |            |                        |                     |     |                            
|                              | Loans                                                   |            | $                      | 959                 |     | 234                        
|                              | Federal funds sold and interest-bearing
demand deposits |            | 18                     |                     | 175 |                            
|                              | Federal Reserve Bank stock                              |            | -                      |                     | -   |                            
|                              | Federal Home Loan Bank stock                            |            | 3                      |                     | 12  |                            
|                              | Investment securities                                   |            |                        |                     |     |                            
|                              |                                                         | Taxable    |                        | (263)               |     | 51                         
|                              |                                                         | Nontaxable |                        | 77                  |     | 35                         
|                              |                                                         |            | Total interest income  |                     | 794 |                            
|                              |                                                         |            |                        |                     |     |                            
|Interest-bearing Liabilities: |                                                         |            |                        |                     |     |                            
|                              | Deposits                                                |            | 325                    |                     | 788 |                            
|                              | Short-term borrowings                                   |            | 18                     |                     | 20  |                            
|                              | Long-term debt                                          |            | (85)                   |                     | 15  |                            
|                              |                                                         |            | Total interest expense |                     | 258 |                            
|                              |                                                         |            |                        | Net interest income | $   | 536                        



Net interest income on a fully tax-equivalent basis for the nine months ended September 30, 2005 totaled $14,635,000, an increase of $220,000 from the same period in 2004.  Total interest income increased $1,301,000 and was partially offset by an increase in total interest expense of $1,081,000.



The increase in total interest income was due to a $14.0 million increase in average total earning assets and to a 20 basis point increase in the average rate earned on earning assets, from 5.56% for the nine months ended September 30, 2004 to 5.76% for the same period in 2005.  The increase in average earning assets was due to a $20.2 million increase in average loans.  Federal funds sold and interest-bearing demand deposits also grew by $1.9 million on an average basis.  These increases were partially offset by an $8.2 million decrease in average investment securities.



-20-



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 primarily due to a 26 basis point increase in the average rate paid, and secondarily to a $21.2 million increase in average interest-bearing liabilities.  Average interest-bearing deposits increased $22.2 million, short-term debt increased $1.1 million, and average long-term debt decreased $2.1 million.  As discussed in the previous section, the decrease in long-term debt was due to the maturity of a $2.0 million Federal Home Loan Bank advance in December, 2004.



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 |                | Nine Months Ended |              
|---------------------------- | ----------- | --------------- | ------------------ | -------------- | ----------------- | -------------
|                             |             |                 |                    | September 30,  |                   | September 30,
|                             |             |                 |                    | 2005           |                   | 2004         
|                             |             |                 |                    | (In thousands) |                  
|                             |             |                 |                    |                |                   |              
|Balance, beginning of period | $           | 2,154           |                    | 2,150          |                   | 2,150        
|                             |             |                 |                    |                |                   |              
|                             | Charge-offs |                 | (154)              |                | (172)             |              
|                             | Recoveries  |                 | 105                |                | 42                |              
|                             |             | Net charge-offs |                    | (49)           |                   | (130)        
|                             |             |                 |                    |                |                   |              
|Provision for loan losses    |             | 46              |                    | 130            |                   | 262          
|Balance, end of period       | $           | 2,151           |                    | 2,150          |                   | 2,151        



Charge-offs for the three and nine months ended September 30, 2005 consisted primarily of checking and NOW account overdrafts and consumer loans.    Charge-offs for the three months ended September 30, 2004 included a $19,000 commercial loan charge-off and $32,000 in residential real estate mortgage loan charge-offs.  Charge-offs for the nine months ended September 30, 2004 included a $126,000 charge-off on a commercial loan and $32,000 in residential real estate mortgage loan charge-offs.  The balance of charge-offs for the three and nine months ended September 30, 2004 was primarily for consumer loans.  LCNB charges off checking and NOW account overdrafts when considered uncollectible, but no later than 60 days from the date first overdrawn.  Overdrafts charged off during 2005 totaled $253,000 and recoveries were $137,000.  Prior to 2005, overdrafts considered uncollectible were netted against service charges and fees in non-interest income.









-21-



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:



|                                                  |       |       | September 30,  |  | December 31,
|------------------------------------------------- | ----- | ----- | -------------- |  | ------------
|                                                  |       |       | 2005           |  |             
|                                                  |       |       | (In thousands)
|Loan accounted for on non-accrual basis           | $     | 394   |                |  | -           
|Accruing loans which are past due 90 days or more |       | 88    |                |  | 165         
|Restructured loans                                |       | 1,717 |                |  | 1,817       
|                                                  | Total | $     | 2,199          |  |             



Non-accrual loans at September 30, 2005 consisted of two loans.  The first loan has a balance of $330,000 and is secured by agricultural property; the remaining $64,000 is a residential real estate mortgage loan.  Loans past-due 90 days or more and still accruing interest at September 30, 2005 consisted of residential real estate mortgage loans totaling $76,000 and consumer loans totaling $12,000.    Loans classified as past-due 90 days or more and still accruing at December 31, 2004 consisted of consumer loans totaling $104,000 and residential mortgage loans totaling $61,000.  The restructured loan at both dates is a commercial loan secured by a combination of mortgages and other collateral.



Non -Interest Income



Three Months Ended September 30, 2005 vs. 2004.

Total non-interest income for the third quarter of 2005 was $483,000, or 28.0%, greater than the third quarter of 2004 primarily due to earnings from bank-owned life insurance, increased trust income, increased service charges and fees on deposit accounts, and increased other operating income.  LCNB did not hold bank-owned life insurance during the first half of 2004.  The increase in trust income was primarily due to new trust and brokerage accounts and to certain non-recurring executor and account termination fees recognized during the third quarter, 2005.  Service charges and fees increased primarily due to an increase in check card income and the absence of checking and NOW account overdraft charge-offs netted against service charges and fees on deposit accounts in 2004.  Beginning in 2005, checking and NOW account overdrafts are charged against the allowance for loan losses.  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.  Other operating income increased primarily due to income recognized on the sale of LCNBs former Loveland office building.







-22-



LCNB Corp. and Subsidiaries



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

Operations (continued)



Nine Months Ended September 30, 2005 vs. 2004.

Total non-interest income for the nine months ended September 30, 2005 was $269,000, or 4.7%, more than that of the comparable period in 2004.  The increase was primarily due to earnings from bank-owned life insurance, increased trust income, increased service charges and fees on deposit accounts, and increased other operating income.  These items increased for substantially the same reasons mentioned above.  Offsetting these increases were a decrease in net gain on sales of securities due to a lower volume of sales during 2005 and the absence of $403,000 in gains from the sale of LCNBs credit card portfolio in 2004.





Non-Interest Expense



Three Months Ended September 30, 2005 vs. 2004.

Total non-interest expense increased $310,000, or 7.7%, during the third quarter, 2005 compared to the third quarter, 2004, primarily due to increases in salaries and wages and pension, other employee benefits, and other non-interest expense.  Salaries and wages increased $161,000, or 9.3%, primarily due to routine salary and wage increases and to additional staffing required by the respective openings of the Fairfield office during the fourth quarter, 2004 and the Lebanon High School Warrior office during the first quarter, 2005.  Pension and other employee benefits increased primarily due to increased pension and health insurance expenses.  The increase in other non-interest expense is primarily due to increases in ATM expense, printing and supplies expense, and to various other smaller increases.



Nine Months Ended September 30, 2005 vs. 2004.

Total non-interest expense increased $641,000, or 5.2%, during the nine months ended September 30, 2005 compared to the same period in 2004 primarily due to increases in salaries and wages, pension and other employee benefits, and other non-interest expense for substantially the same reasons discussed above.  Also contributing on a smaller scale were increases in equipment and occupancy expenses.  Equipment expenses increased due to increased phone equipment rental costs caused by additional equipment and upgrades, primarily for the Fairfield and Lebanon High School Warrior offices, and to increased maintenance contract costs.  These increases were partially offset by a decrease in depreciation expense for furniture and equipment.  Increased expenditures for utilities, additional rent expense for the Fairfield office, and additional depreciation expense for buildings and premises contributed to the increase in occupancy expenses.  The additional depreciation expense was primarily caused by the new Loveland office, which opened during the second quarter, 2005.





Income Taxes

LCNBs effective tax rates for the nine months ended September 30, 2005 and 2004 were 25.0% and 27.0%, respectively.  The difference between the statutory rate of 34.0% and the effective tax rate is primarily due to tax-exempt interest income and secondarily, for the 2005 period, tax-exempt earnings from bank-owned life insurance.





-23-



LCNB Corp. and Subsidiaries



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

Operations (continued)



Financial Condition

Net loans at September 30, 2005 were approximately $17.3 million greater than at December 31, 2004.  Most of the growth was in the commercial loans secured by real estate category, which grew $12.0 million.  Commercial and industrial loans grew by $2.2 million during the same period and the residential real estate loan portfolio grew $1.6 million.  Most fixed-rate residential real estate loans originated during 2005 were sold to the Federal Home Loan Mortgage Corporation, leaving the change relatively flat.



Securities available for sale at September 30, 2005 were approximately $20.3 million greater than at December 31, 2004.  Approximately $16.1 million of the increase was in U.S. Agency notes, primarily Federal Home Loan Mortgage Corporation and Federal National Mortgage Association securities.  Municipal securities increased by approximately $7.0 million and U.S. treasury notes increased by $2.9 million.  These increases were partially offset by paydowns in mortgage-backed securities.



The increase in loans and securities were financed largely by a $17.1 million increase in total deposits and by a $24.7 million decrease in federal funds sold and interest bearing demand deposits.  NOW and demand deposits grew a combined $38.3 million, IRA time certificates grew $3.3 million, and time certificates of less than $100,000 grew $8.0 million.  These increases were partially offset by a combined $26.9 million decrease in savings and money fund deposits and a $5.6 million decrease in time certificates of $100,000 or more.  NOW and demand deposits grew primarily because of a $36.3 million increase in public funds from local government entities, which were deposited in NOW, savings, and money deposit fund accounts.  The decrease in savings and money fund deposits was significantly influenced by a policy change in LCNBs trust department.  Trust funds in selected Trust accounts were previously swept into overnight deposit accounts at Lebanon Citizens.  During the third quarter, 2005, management chose to start sweeping these funds into overnight accounts offered by third party vendors.  At September 30, 2005, approximately $18.6 million was swept into these third party accounts, which otherwise would have been included in money fund deposits at Lebanon Citizens.













-24-



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 sheet. The analysis uses quarterly averages to give a better indication of balance sheet trends.



|                     |                                                         |                                            | CONDENSED QUARTERLY AVERAGE
|-------------------- | ------------------------------------------------------- | ------------------------------------------ | ---------------------------
|                     |                                                         |                                            | BALANCE SHEETS             
|                     |                                                         |                                            |                            
|                     |                                                         |                                            |                            
|                     |                                                         |                                            |                            
|ASSETS               |                                                         |                                            |                            
|Interest earning:    |                                                         |                                            |                            
|                     | Federal funds sold and interest-bearing
demand deposits | $                                          | 4,852                      
|                     | Investment securities                                   |                                            | 140,636                    
|                     | Loans                                                   |                                            | 350,073                    
|                     |                                                         | Total interest-earning assets              |                            
|                     |                                                         |                                            |                            
|Noninterest-earning: |                                                         |                                            |                            
|                     | Cash and due from banks                                 |                                            | 16,120                     
|                     | All other assets                                        |                                            | 29,611                     
|                     | Allowance for credit losses                             |                                            | (2,154)                    
|                     |                                                         | Total assets                               | $                          
|                     |                                                         |                                            |                            
|LIABILITIES          |                                                         |                                            |                            
|Interest-bearing:    |                                                         |                                            |                            
|                     | Interest-bearing deposits                               | $                                          | 398,953                    
|                     | Short-term borrowings                                   |                                            | 3,640                      
|                     | Long-term debt                                          |                                            | 2,097                      
|                     |                                                         | Total interest-bearing liabilities         |                            
|                     |                                                         |                                            |                            
|Noninterest-bearing: |                                                         |                                            |                            
|                     | Noninterest-bearing deposits                            |                                            | 79,207                     
|                     | All other liabilities                                   |                                            | 2,821                      
|                     |                                                         | Total liabilities                          |                            
|                     |                                                         |                                            |                            
|SHAREHOLDERS' EQUITY |                                                         | 52,420                                     |                            
|                     |                                                         | Total liabilities and shareholders' equity | $                          



-25-





LCNB Corp. and Subsidiaries



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

Operations (continued)



Average total interest-earning assets decreased approximately $1.6 million, or 0.3%, during the third quarter, 2005 compared to the second quarter, 2005.  Federal funds sold and interest-bearing demand deposits decreased $17.1 million, investment securities increased $10.2 million, and loans increased $5.3 million.  The increase in average loans was primarily due to commercial loans secured by real estate and secondarily to consumer loans.



Average total interest-bearing liabilities for the third quarter, 2005 were $3.6 million, or 0.9%, less than the second quarter, 2005.  Interest-bearing deposits decreased $6.6 million on an average basis, while short-term borrowings increased $3.0 million.  Most of the deposit decrease was in money fund investment accounts, time deposits of $100,000 or more, and savings accounts, partially offset by increases in NOW and time deposits less than $100,000.  Money fund investment accounts decreased primarily because of the policy change in the Trust Department discussed above.





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 Lebanon Citizens' or LCNB's category.  A summary of the regulatory capital and capital ratios of LCNB follows:





-26-



LCNB Corp. and Subsidiaries



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

Operations (continued)



|                                   |                                          |                           |         | At                     |         | At           | 
|---------------------------------- | ---------------------------------------- | ------------------------- | ------- | ---------------------- | ------- | ------------ | 
|                                   |                                          |                           |         | September 30,          |         | December 31, | 
|                                   |                                          |                           |         | 2005                   |         | 2004         | 
|                                   |                                          |                           |         | (Dollars in thousands) |        
|Regulatory Capital:                |                                          |                           |        
|                                   | Shareholders' equity                     | $                         | 52,188  |                        | 52,296  |             
|                                   | Goodwill and other intangibles           |                           | (1,498) |                        | (1,939) |             
|                                   | Net unrealized securities losses (gains) |                           | 211     |                        | (526)   |             
|                                   |                                          | Tier 1 risk-based capital |         | 50,901                 |         | 49,831       | 
|                                   |                                          |                           |         |                        |         |              | 
|Eligible allowance for loan losses |                                          | 2,151                     |         | 2,150                  |        
|                                   |                                          | Total risk-based capital  | $       | 53,052                 |         | 51,981       | 
|                                   |                                          |                           |         |                        |         |              | 
|Capital ratios:                    |                                          |                           |         |                        |        
|                                   | Total risk-based                         |                           | 14.99%  |                        | 15.49%  |             
|                                   | Tier 1 risk-based                        |                           | 14.38%  |                        | 14.85%  |             
|                                   | Leverage                                 |                           | 9.46%   |                        | 9.58%   |             
|                                   |                                          |                           |         |                        |         |              | 
|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%   |             
|                                   |                                          |                           |         |                        |         |              | 



-27-



LCNB Corp. and Subsidiaries



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

Operations (continued)



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, interest bearing demand deposits, and securities available for sale.  At September 30, 2005, LCNB liquid assets amounted to $155.7 million or 28.8% of total gross assets, a slight decrease from $156.6 million or 30.0% at December 31, 2004.



Liquidity is also provided by access to core funding sources, primarily core depositors in the banks trade area.  Approximately 80.5% of total deposits at September 30, 2005 were core deposits.  Core deposits, for this purpose, are defined as total deposits less public funds and certificates of deposit greater than $100,000.  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.





Recent Accounting Pronouncements

Statement of Financial Accounting Standards (SFAS) No. 154, Accounting Changes and Error Corrections  a replacement of APB Opinion No. 20 and FASB Statement No. 3, was issued in May, 2005.  It primarily applies to voluntary changes in accounting principles, but it also includes changes in accounting estimates and corrections of errors in previously issued financial statements.  SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.





-28-





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 September 30, 2005 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                              | $ | 19,695                | 920                             | 4.90%                          
|Up 200                              |   | 19,410                | 635                             | 3.38%                          
|Up 100                              |   | 19,115                | 340                             | 1.81%                          
|Base                                |   | 18,775                | -                               | -%                             
|Down 100                            |   | 18,365                | (410)                           | -2.18%                         
|Down 200                            |   | 17,922                | (853)                           | -4.54%                         
|Down 300                            |   | 17,639                | (1,136)                         | -6.05%                         



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 September 30, 2005 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                              | $ | 83,793                | (5,847)         | -6.52%         
|Up 200                              |   | 86,815                | (2,825)         | -3.15%         
|Up 100                              |   | 89,147                | (493)           | -0.55%         
|Base                                |   | 89,640                | -               | -%             
|Down 100                            |   | 88,210                | (1,430)         | -1.60%         
|Down 200                            |   | 86,371                | (3,269)         | -3.65%         
|Down300                             |   | 84,331                | (5,309)         | -5.92%         



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.



- 29 -



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 September 30, 2005, 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.





-30-



PART II.  OTHER INFORMATION



LCNB Corp. and Subsidiaries



Item 1. Legal Proceedings - Not Applicable



Item 2. Changes in 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 will purchase up to 100,000 shares of its stock through market transactions with a selected stockbroker.  Through September 30, 2005, 81,922 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 September 30, 2005:



|          | 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
|--------- | -------------------------------- |  | ---------------------------- |  | -------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------
|July      | -                                |  | -                            |  | -                                                                                |  | 23,878                                                                        
|August    | 5,800                            |  | 38.00                        |  | 5,800                                                                            |  | 18,078                                                                        
|September | -                                |  | -                            |  | -                                                                                |  | 18,078                                                                        
|Total     | 5,800                            |  | 38.00                        |  | 5,800                                                                            |  | 18,078                                                                        





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.  The following table shows information relating to private sale repurchases during the three months ended September 30, 2005:





-31-





PART II.  OTHER INFORMATION



LCNB Corp. and Subsidiaries





Item 2. Changes in Securities and Use of Proceeds (continued)



|          | 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
|--------- | -------------------------------- |  | ---------------------------- |  | -------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------
|July      | -                                |  | -                            |  | -                                                                                |  | Not applicable                                                                
|August    | 9,000                            |  | 37.50                        |  | 9,000                                                                            |  |                                                                               
|September | -                                |  | -                            |  | -                                                                                |  |                                                                               
|          | 9,000                            |  | 37.50                        |  | 9,000                                                                            |  |                                                                               



Item 3. Defaults Upon 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

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



-32-





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.



October 31, 2005

/s/ Stephen P. Wilson



Stephen P. Wilson, President, CEO &

Chairman of the Board of Directors





October 31, 2005

/s/Steve P. Foster



Steve P. Foster, Executive Vice President

and Chief Financial Officer





-33-