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

                                 FORM 10-Q

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

                     For the Quarter ended September 30, 2001

                      Commission file number  000-26121

                                 LCNB Corp.
              -----------------------------------------------------
              (Exact name of registrant as specified in its charter)

              OHIO                                    31-1626393
-------------------------------          -------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification
 incorporation or organization)           Number)


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

                                (513) 932-1414
             ----------------------------------------------------
              (Registrant's telephone number, including area code)

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

                             Yes   X     No

The number of shares outstanding of the issuer's common stock, without par
value, as of October 26, 2001, was 1,762,945 shares.


<PAGE>
                                  LCNB Corp.

                                   INDEX

                                                                          Page
PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements
              Consolidated Balance Sheets -
               September 30, 2001, and December 31, 2000                     1

              Consolidated Statements of Income -
               Three and Six Months Ended September 30, 2001 and 2000        2

              Consolidated Statements of Comprehensive
               Income and Changes in Shareholders' Equity -
               Year Ended December 31, 2000 and Nine Months
               Ended September 30, 2001                                      3

              Consolidated Statements of Cash Flows -
               Nine months ended September 30, 2001 and 2000                 4

              Notes to Consolidated Financial Statements                  5-11

Item 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations                  12-26

Item 3.  Quantitative and Qualitative Disclosures
          about Market Risks                                                26


Part II.  Other Information

      Item 1.  Legal Proceedings                                            27

      Item 2.  Changes in Securities and Use of Proceeds                    27

      Item 3.  Defaults by the Company on its Senior Securities             27

      Item 4.  Submission of Matters to a Vote of Security Holders          27

      Item 5.  Other Information                                            27

      Item 6.  Exhibits and Reports on Form 8-K                             27


<PAGE>
Part I - Financial Information
Item 1.  Financial Statements
<TABLE>
                             LCNB Corp. and Subsidiaries
                            Consolidated Balance Sheets
                     At September 30, 2001, and December 31, 2000
                                    (thousands)
<CAPTION>
                                                September 30, December 31,
                                                    2001          2000
                                                (unaudited)        (a)

                                             <c>             <c>
ASSETS:
 Cash and due from banks                          $ 12,457        18,262
 Federal funds sold                                 20,800             -
                                                   -------       -------
   Total cash and cash equivalents                  33,257        18,262

 Federal Reserve Bank stock                            647           647
 Federal Home Loan Bank stock                        2,059         1,741
 Securities available for sale, at
  market value                                      80,238        82,506

 Loans                                             336,032       330,439
   Less-allowance for loan losses                    2,002         2,000
                                                   -------       -------
   Net loans                                       334,030       328,439

 Premises and equipment, net                        11,509        10,502
 Accrued income receivable                           2,999         3,139
 Intangible assets                                   3,843         4,210
 Other assets                                        1,012         1,554
                                                   -------       -------
     TOTAL ASSETS                                 $469,594       451,000
                                                   =======       =======

LIABILITIES:
 Deposits-
  Noninterest-bearing                             $ 52,820        51,697
  Interest-bearing                                 353,491       343,089
                                                   -------       -------
   Total deposits                                  406,311       394,786
 Long-term debt                                      8,319         6,356
 Accrued interest and other liabilities              5,721         3,548
                                                   -------       -------
     TOTAL LIABILITIES                             420,351       404,690
                                                   -------       -------

SHAREHOLDERS' EQUITY:
 Common stock-no par value, authorized
  4,000,000 shares; issued and outstanding
  1,763,545 shares at September 30, 2001 and
  1,775,942 shares at December 31, 2000             10,560        10,560
 Surplus                                            10,553        10,553
 Retained earnings                                  26,826        24,916
 Treasury shares, at cost, 12,397 shares
   at September 30, 2001                              (492)            -
 Accumulated other comprehensive
  income, net of taxes                               1,796           281
                                                   -------       -------
      TOTAL SHAREHOLDERS' EQUITY                    49,243        46,310
                                                   -------       -------
TOTAL LIABILITIES AND
        SHAREHOLDERS' EQUITY                      $469,594       451,000
                                                   =======       =======
<FN>
(a) Financial information as of December 31, 2000, has been derived from
the audited, consolidated financial statements of the Registrant.
</FN>

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


                                   -1-

<PAGE>
<TABLE>
                                LCNB Corp. and Subsidiaries
                             Consolidated Statements of Income
                           (In thousands except per share data)
                                       (unaudited)
<CAPTION>
                                    Three Months Ended     Nine Months Ended
                                       September 30           September 30
                                    ------------------      ----------------
                                      2001       2000        2001       2000

                                   <c>       <c>         <c>       <c>
INTEREST INCOME:
 Interest and fees on loans          $6,726      6,733      20,737     19,314
 Interest on federal funds sold         163        161         542        263
 Interest on deposits in banks            -         71           -        215
 Dividends on Federal Reserve Bank
   and Federal Home Loan Bank stock      35          3          86         22
 Interest on investment securities-
  Taxable                               632        833       1,945      2,752
  Non-taxable                           365        382       1,106      1,197
                                      -----      -----      ------     ------
     TOTAL INTEREST INCOME            7,921      8,183      24,416     23,763
                                      -----      -----      ------     ------
INTEREST EXPENSE:
 Interest on deposits                 3,275      4,111      10,892     11,469
 Interest on short-term borrowings        7         15          26         70
 Interest on long-term debt             148         97         415        150
                                      -----      -----      ------     ------
     TOTAL INTEREST EXPENSE           3,430      4,223      11,333     11,689
                                      -----      -----      ------     ------
     NET INTEREST INCOME              4,491      3,960      13,083     12,074
PROVISION FOR LOAN LOSSES                70         52         180        134
                                      ------     -----      ------     ------
NET INTEREST INCOME AFTER
      PROVISION FOR LOAN LOSSES       4,421      3,908      12,903     11,940
                                      -----      -----      ------     ------
NON-INTEREST INCOME:
 Trust income                           243        270         648        830
 Service charges and fees               573        517       1,717      1,537
 Net gain (loss) on sale of
  securities                              -          -          17        (13)
 Insurance agency commissions           213        217         905        632
 Other operating income                  36         28         116         90
                                      -----      -----      ------     ------
     TOTAL NON-INTEREST INCOME        1,065      1,032       3,403      3,076
                                      -----      -----      ------     ------

NON-INTEREST EXPENSE:
 Salaries and wages                   1,536      1,409       4,493      4,246
 Pension and other employee benefits    374        339       1,186      1,080
 Equipment                              162        169         490        431
 Occupancy, net                         275        276         797        807
 State franchise tax                    131        107         393        350
 Marketing                               98        112         271        297
 Intangible amortization                129        129         386        454
 Other                                  803        788       2,295      2,318
                                      -----      -----      ------     ------
     TOTAL NON-INTEREST EXPENSE       3,508      3,329      10,311      9,983
                                      -----      -----      ------     ------
     INCOME BEFORE INCOME TAXES       1,978      1,611       5,995      5,033
PROVISION FOR INCOME TAXES              575        468       1,699      1,413
                                      -----      -----      ------     ------
     NET INCOME                      $1,403      1,143       4,296      3,620
                                      =====      =====      ======     ======

Dividends declared per common share  $ 0.45       0.30        1.35        .90

Basic earnings per common share      $ 0.80       0.64        2.43       2.04

Average shares outstanding (000's)    1,764      1,776       1,771      1,776


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


                                   -2-

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

                           <c>      <c>       <c>      <c>       <c>           <c>              <c>
Balance January 1, 2000       $10,560   10,553    22,872         -   (1,298)        42,687

Comprehensive Income:
 Net income                                        5,240                             5,240           $5,240
 Net unrealized loss on
  available-for-sale securities
  (net of taxes of $817)                                              1,587          1,587            1,587
 Reclassification adjustment for
  net realized gain on sale of
  available-for-sale securities
  included in net income (net of
  tax benefit of $4)                                                     (8)            (8)              (8)
                                                                                                      -----
Total comprehensive income                                                                           $6,819
                                                                                                      =====
Cash dividends declared
 ($1.80 per share)                                (3,196)                           (3,196)
                              ------    ------    ------    ------   ------         ------
Balance December 31, 2000    $10,560    10,553    24,916         -      281         46,310

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

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

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

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

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


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


                                   -3-


<PAGE>
<TABLE>
                           LCNB Corp. and Subsidiaries
                     Consolidated Statements of Cash Flows
                                  (thousands)
                                  (unaudited)
<CAPTION>
                                                          Nine Months Ended
                                                            September 30
                                                         ------------------
                                                            2001      2000

                                                       <c>       <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                              $ 4,296     3,620
 Adjustments for non-cash items -
  Depreciation and amortization                            1,582     1,455
  Provision for loan losses                                  180       134
  Deferred tax benefit                                      (129)      (69)
  Realized (gain) loss on sales of securities                (17)       13
  Origination of mortgage loans for sale                  (6,680)        -
  Proceeds from sales of mortgage loans                    6,708         -
  (Increase) decrease in accrued income receivable           140       (96)
  Other, net                                                 335       430
                                                          ------    ------
        NET CASH PROVIDED BY OPERATING ACTIVITIES          6,415     5,487
                                                          ------    ------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Proceeds from maturities of securities available
  for sale                                                10,952    21,446
 Proceeds from sales of securities available for sale      8,809     3,988
 Purchases of securities available for sale              (15,381)   (5,566)
 Purchases of Federal Home Loan Bank stock                  (252)     (857)
 Net increase in loans                                    (6,097)  (38,048)
 Purchases of premises and equipment                      (1,862)   (2,944)
 Proceeds from sale of premises and equipment                188         -
                                                          ------    ------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES       (3,643)  (21,981)
                                                          ------    ------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net change in deposits                                   11,525    15,735
 Net change in short-term borrowings                       1,613      (849)
 Proceeds from long-term debt                              2,000     6,000
 Principal payments on long-term debt                        (37)        -
 Cash dividends paid                                      (2,386)   (1,598)
 Purchase of treasury shares                                (492)        -
                                                          ------    ------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES       12,223    19,288
                                                          ------    ------
     NET CHANGE IN CASH AND CASH EQUIVALENTS              14,995     2,794

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD          18,262    24,140
                                                          ------    ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD               $33,257    26,934
                                                          ======    ======


SUPPLEMENTAL CASH FLOW INFORMATION:
 Interest paid                                           $11,497    11,291
 Income taxes paid                                         1,928     1,521


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


                                   -4-

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

NOTE 1 - BASIS OF PRESENTATION
Effective May 18, 1999, Lebanon Citizens National Bank ("Lebanon Citizens"),
was reorganized into a one-bank holding company structure.  On April 11, 2000,
LCNB Corp. ("LCNB"), the new consolidated holding company, elected to become
a financial holding company pursuant to the Gramm-Leach-Bliley Act ("GLB
Act").  The GLB Act, which became effective March 12, 2000, permits bank
holding companies and national banks to own many types of non-banking
subsidiaries such as insurance agencies and securities brokerage firms.  The
GLB Act allows a bank holding company to become a financial holding company
and to make non-bank acquisitions.

Substantially all of the assets, liabilities and operations of LCNB are
attributable to its wholly owned subsidiaries, Lebanon Citizens and Dakin
Insurance Agency, Inc. ("Dakin")(see Note 3).  The accompanying unaudited
consolidated financial statements include the accounts of LCNB, Lebanon
Citizens and Dakin.

The statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and the instructions
to Form 10-Q.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, the unaudited
consolidated financial statements include all adjustments (consisting of
normal, recurring accruals) considered necessary for a fair presentation of
financial position, results of operations and cash flows for the interim
periods.

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

The preparation of financial statements in conformity with 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, 2001
are not necessarily indicative of the results to be expected for the full year
ending December 31, 2001.  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 2000 Form
10-K filed with the Securities and Exchange Commission.

                                  -5-

<PAGE>
                            LCNB Corp. and Subsidiaries
                    Notes to 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.  LCNB's
capital structure includes no potential for dilution.  There are no warrants,
options or other arrangements that would increase the number of shares
outstanding.


NOTE 3 - ACQUISITION
On April 11, 2000, Dakin was acquired and became a wholly-owned subsidiary of
LCNB.  Under the terms of the agreement, Dakin shareholders received
15,942 shares of LCNB common stock in a private offering.  The transaction
qualifies as a tax-free reorganization and has been accounted for using the
pooling method of accounting.  Accordingly, the consolidated financial
statements of LCNB have been restated to retroactively combine the financial
statements of LCNB and Dakin as if the acquisition had occurred at the
beginning of the earliest period presented.


NOTE 4 - LOANS
Major classifications of loans at September 30, 2001 and December 31, 2000 are
as follows (thousands):
<TABLE>
<CAPTION>
                                             September 30,  December 31,
                                                 2001          2000
                                               --------     -----------
  
                                          <c>          <c>
  Commercial and industrial                    $ 39,186     $ 36,449
  Commercial, secured by real estate             70,831       59,043
  Residential real estate                       174,637      185,013
  Consumer, excluding credit card                43,314       40,860
  Agricultural                                    2,394        2,238
  Credit card                                     2,461        3,049
  Other loans                                       450          863
  Lease financing                                 2,112        2,219
                                                -------      -------
                                                335,385      329,734
  Deferred net origination costs                    647          705
                                                -------      -------
                                                336,032      330,439
  Allowance for loan losses                      (2,002)      (2,000)
                                                -------      -------
  Loans - net                                  $334,030      328,439
                                                =======      =======
</TABLE>

                                   -6-

<PAGE>
                            LCNB Corp. and Subsidiaries
                    Notes to Consolidated Financial Statements
                                  (Unaudited)
                                  (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, 2001 and
December 31, 2000 were $18,344,000 and $14,046,000, respectively.  Loans sold
to the FHLMC during the three and nine months ended September 30, 2001 totaled
$2,582,000 and $6,680,000.  No loans were sold to the FHLMC during the three
and nine months ended September 30, 2000.

<TABLE>
Changes in the allowance for loan losses were as follows (thousands):
<CAPTION>
                                             September 30, September 30,
                                                 2001          2000
                                               ---------     ---------
  
                                           <c>          <c>
  Balance - beginning of year                   $2,000        2,000
  Provision for loan losses                        180          134
  Charge offs                                     (214)        (170)
  Recoveries                                        36           36
                                                 -----        -----
  Balance - end of period                       $2,002        2,000
                                                 =====        =====
</TABLE>

There was a $23,000 nonaccrual loan at September 30, 2001 and no nonaccrual
loans at December 31, 2000.  The nonaccrual loan at September 30, 2001 was
a second mortgage loan on a one-to-four family residential property.


NOTE 5 - 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, 2001 and December 31, 2000 were as follows (thousands):

                                   -7-

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


<TABLE>
<CAPTION>
                                             September 30,  December 31,
                                                 2001          2000
                                               ---------     ---------
  
                                           <c>          <c>
  Commitments to extend credit                  $59,252       55,034
  Standby letters of credit                       6,208        5,768
</TABLE>

Commitments to extend credit are agreements to lend to a customer as long
s 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,
2001 and December 31, 2000, outstanding guarantees of $1,318,000 and $768,000,
respectively, were issued to developers and contractors.  These guarantees
generally expire within one year and are fully secured.  In addition, LCNB is
a participant in a letter of credit securing payment of principal and interest
on a bond issue.  LCNB's participation in the letter of credit was $4.9
million and $5.0 million at September 30, 2001 and December 31, 2000,
respectively.  This letter of credit will expire July 15, 2005, and is secured
by an assignment of rents and the underlying real property.

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

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



                                   -8-

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

NOTE 6 - RECENT ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 141, "Business Combinations", and SFAS
No. 142, "Goodwill and Other Intangible Assets", on July 20, 2001.

SFAS No. 141 provides that all business combinations shall be accounted for
using the purchase method of accounting; the use of the pooling-of-interests
method will be prohibited.  The provisions of SFAS No. 141 will apply to all
business combinations initiated after June 30, 2001 or all business
combinations accounted for by the purchase method that are completed after
June 30, 2001.  LCNB was not involved in any recent business combination
discussions.

SFAS No 142 provides that goodwill shall not be amortized but should be tested
for impairment on an annual basis, using criteria prescribed in the statement.
If the carrying amount of goodwill exceeds its implied fair value, as
recalculated, an impairment loss equal to the excess shall be recognized.
Recognized intangible assets other than goodwill should be amortized over
their useful lives and reviewed for impairment in accordance with SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of"(superseded by SFAS No. 144, see discussion which
follows).

SFAS No. 142 will be effective for fiscal years beginning after December 15,
2001.  Accordingly, LCNB will adopt the statement on January 1, 2002.  Upon
initial application of SFAS No. 142, goodwill and other intangible assets
arising from acquisitions completed before July 1, 2001 shall be accounted for
in accordance with the provisions of this statement.  An initial impairment
test is to be completed on all goodwill within six months of initially
applying the statement.  Any impairment loss recognized as a result of
completing the initial impairment test is to be recognized in the first
interim period financial statements, regardless of the interim period in which
the measurement of the loss is completed.

Included in intangible assets of $3,843,000 at September 30, 2001, was
goodwill totaling $1,320,000.  The goodwill is being amortized over 15 years;
approximately $89,000 was amortized to expense during the first three quarters
of 2001.  In accordance with SFAS No. 142, LCNB will discontinue amortizing
goodwill and will perform the required impairment tests.  The first impairment
test will be completed on or before June 30, 2002 and the corresponding
impairment loss, if any, recognized in the 2002 financial statements.

SFAS No. 143, "Accounting for Asset Retirement Obligations", was issued by
the FASB on August 16, 2001.  This FASB focuses on accounting for closure
costs for assets that cannot be simply abandoned or disposed of at the end of
their useful lives.  Examples include cleanup costs for nuclear power plants
or restoration costs for landfills and strip mines.  LCNB does not own any
assets requiring such closure costs and is not affected by this statement.

                                   -9-

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

SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of", was issued by the FASB on
October 3, 2001 and is effective for fiscal years beginning after December 15,
2001.  This statement effectively supersedes SFAS No. 121 and Accounting
Principles Board ("APB") Opinion No. 30 and requires that long-lived assets,
including discontinued operations, that are to be disposed of by sale be
measured at the lower of carrying amount or fair value less cost to sell.  The
statement also resolves certain implementation issues regarding SFAS No. 121.
Discontinued operations will no longer be measured at net realizable value or
include amounts for operating losses that have not yet occurred.  In addition,
the definition of "discontinued operations" was broadened to include all
components of an entity with operations that can be distinguished from the
rest of the entity and that will be eliminated from the ongoing operations of
the entity in a disposal transaction.  The only long-lived assets owned by
LCNB are its offices.  This statement, therefore, is not expected to have a
material impact on LCNB's statements of financial condition or results of
operations.

                                   -10-

<PAGE>
                 INDEPENDENT  ACCOUNTANTS'  REVIEW  REPORT



To the Shareholders and Board of Directors
LCNB Corp.


We have reviewed the accompanying consolidated balance sheet of LCNB Corp.
and subsidiaries as of September 30, 2001, and the related consolidated
statements of income, and cash flows for each of the three-month and nine-
month periods ended September 30, 2001 and 2000, and the related consolidated
statement of comprehensive income and changes in shareholders' equity for the
nine-month period ended September 30, 2001.  These financial statements are
the responsibility of the Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters.  It is substantially less in scope than an audit
conducted in accordance with U.S. generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, we do not express such an opinion.

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

We previously audited, in accordance with U.S. generally accepted auditing
standards, the consolidated balance sheet as of December 31, 2000 (presented
herein), and the related consolidated statements of income, comprehensive
income and changes in shareholders' equity, and cash flows for the year then
ended (not presented herein), and in our report dated January 13, 2001, 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, 2000, is fairly stated in all material
respects.




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


Cincinnati, Ohio
October 26, 2001


                                   -11-

<PAGE>
                              LCNB Corp. and Subsidiaries


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

COMPARATIVE FINANCIAL INFORMATION
Effective May 18, 1999, Lebanon Citizens National Bank was reorganized into a
one-bank holding company structure.  On April 11, 2000, LCNB Corp, the new
consolidated holding company, pursuant to the Gramm-Leach-Bliley Act, elected
to become a financial holding company.  Additionally, effective April 11,
2000, LCNB acquired Dakin.  The transaction has been accounted for using the
pooling method of accounting.  Accordingly, the financial information included
herein has been restated to retroactively combine the financial statements of
LCNB and Dakin as if the acquisition had occurred at the beginning of the
earliest period.  Comparative earnings per share information is presented on
a pro forma basis.

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 $1,403,000, or $0.80 per share, for the three months ended
September 30, 2001 compared to $1,143,000, or $0.64 per share, for the three
months ended September 30, 2000.  The annualized return on average assets
(ROAA) was 1.20% and the annualized return on average equity (ROAE) was 11.37%
for the third quarter of 2001, compared with an ROAA of 1.00% and an ROAE of
10.19% for the third quarter of 2000.

LCNB earned $4,296,000, or $2.43 per share, during the first nine months of
2001 compared to $3,620,000, or $2.04 per share, for the first nine months of
2000.  The ROAA and ROAE for the first nine months of 2001 were 1.24% and
11.95%, respectively.  The comparable ratios for the first nine months of 2000
were 1.06% and 11.04%, respectively.

NET INTEREST INCOME
LCNB's primary source of earnings is net interest income, which is the
difference between interest earned from loans and other investments and
interest paid on deposits and other liabilities.  The following table
presents, for the three and nine months ended September 30, 2001 and 2000,
average balances for interest-earning assets and interest-bearing liabilities,
the income or expense related to each item, and the resultant average yields
earned or rates paid.

                                  -12-

<PAGE>

<TABLE>
<CAPTION>
                                    Three Months Ended     Nine Months Ended
                                       September 30          September 30
                                    ------------------      ----------------
                                      2001       2000        2001       2000
                                              (Dollars in thousands)

                                 <c>       <c>          <c>        <c>
Interest-earning Assets:
  Average balance (1)               $434,214   423,410      431,276   412,180
  Interest income (2)                  8,109     8,318       24,986    24,180
  Average rate                         7.41%     7.82%        7.75%     7.84%

Interest-bearing Liabilities:
  Average balance                    357,267   357,485      360,124   346,917
  Interest expense                     3,430     4,223       11,333    11,689
  Average rate                         3.81%     4.70%        4.21%     4.50%

Net interest income                    4,679     4,095       13,653    12,491

Net interest margin on a
  taxable equivalent basis (3)         4.28%     3.85%        4.23%     4.05%

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


THREE MONTHS ENDED SEPTEMBER 30, 2001 VS. 2000.  The following table presents
the changes in 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, 2001 as compared to the comparable period in 2000.  Changes not
solely attributable to rate or volume have been allocated to volume and rate
changes in proportion to the relationship of absolute dollar amounts of the
changes in each.



                                  -13-

<PAGE>
<TABLE>
<CAPTION>
                                                   Three Months Ended
                                                      September 30,
                                                     2001  vs.  2000
                                               --------------------------
                                               Increase (decrease) due to:
                                               Volume     Rate     Total
                                                     (In thousands)
 
                                          <c>       <c>       <c>
 Interest-earning Assets
  Loans                                      $  334      (341)        (7)
  Federal funds sold                             99       (97)         2
  Deposits in banks                             (71)        -        (71)
  Federal Reserve Bank stock                      -         -          -
  Federal Home Loan Bank stock                   19        13         32
  Investment securities
   Taxable                                     (139)      (62)      (201)
   Nontaxable                                    (6)       42         36
                                                ---       ---        ---
    Total interest income                       236      (445)      (209)

 Interest-bearing Liabilities
  Deposits                                      (29)     (807)      (836)
  Short-term borrowings                           4       (12)        (8)
  Long-term debt                                 34        17         51
                                                ---       ---        ---
    Total interest expense                        9      (802)      (793)
                                                ---       ---        ---
      Net interest income                      $227       357        584
                                                ===       ===        ===
</TABLE>

Net interest income on a fully tax equivalent basis for the three months ended
September 30, 2001 totaled $4,679,000, an increase of $584,000 from the
comparable period in 2000.  Total interest expense decreased $793,000, offset
slightly by a decrease in total interest income of $209,000.

The decrease in total interest income was primarily due to a 41 basis point
(a basis point equals 0.01%) reduction in the average rate earned, partially
offset by a $10.8 million increase in average total earning assets.  The
decrease in total interest expense was primarily due to an 89 basis point
decrease in the average rate paid.

The increase in average earning assets was primarily due to a $16.1 million
increase in the average loan portfolio and a $9.0 million increase in average
federal funds sold, which is a short-term type of investment.  A $15.8 million
decrease in average investment securities and deposits in other banks and a
decrease in cash and due from banks were used to fund the loan and federal
funds sold increases.

                                           -14-

<PAGE>

The decrease in average rates earned and paid between the three months ended
September 30, 2001 and 2000 reflects a general decline in market rates
primarily caused by decreases in the federal funds rate approved by the Open
Market Committee of the Federal Reserve Board.


NINE MONTHS ENDED SEPTEMBER 30, 2001 VS. 2000.  The following table presents
the changes in 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 or the nine months ended
September 30, 2001 as compared to the comparable period in 2000.

<TABLE>
<CAPTION>
                                                    Nine Months Ended
                                                      September 30,
                                                     2001  vs.  2000
                                               --------------------------
                                               Increase (decrease) due to:
                                               Volume     Rate     Total
                                                     (In thousands)
 
                                          <c>       <c>       <c>
 Interest-earning Assets
  Loans                                      $1,805      (382)     1,423
  Federal funds sold                            384      (105)       279
  Deposits in banks                            (215)        -       (215)
  Federal Reserve Bank stock                      -         1          1
  Federal Home Loan Bank stock                   52        11         63
  Investment securities
   Taxable                                     (668)     (139)      (807)
   Nontaxable                                   (93)      155         62
                                              -----       ---      -----
    Total interest income                     1,265      (459)       806

 Interest-bearing Liabilities
  Deposits                                      301      (878)      (577)
  Short-term borrowings                         (23)      (21)       (44)
  Long-term debt                                250        15        265
                                              -----       ---      -----
    Total interest expense                      528      (884)      (356)
                                              -----       ---      -----
      Net interest income                    $  737       425      1,162
                                              =====       ===      =====
</TABLE>

Net interest income on a fully tax equivalent basis for the first three
quarters of 2001 totaled $13,653,000, an increase of $1,162,000 from the
comparable period in 2000.  Total interest income increased $806,000 and
total interest expense decreased $356,000.

                                           -15-


<PAGE>

The increase in total interest income was primarily due to a $19.1 million
increase in average total earning assets and to a change in the mix of
earning assets.  Average loans increased $28.9 million and average federal
funds sold increased $11.6 million, while average investment securities and
deposits in other banks decreased approximately $23.0 million.  The proceeds
from the sales and maturities of the securities and deposits in other banks
were used to fund growth in the loan portfolio and in federal funds sold.
Also helping to fund loan growth was a $13.2 million increase in average
interest-bearing liabilities.

The decrease in total interest expense was primarily due to a 29 basis point
decline in the average rate paid, partially offset by the $13.2 million
increase in average interest-bearing liabilities.  The increase in average
interest-bearing liabilities is primarily due to a $9.2 million increase in
average interest-bearing deposits and to a $4.6 million increase in average
long-term debt.  Three Federal Home Loan Bank advances of $2.0 million each
obtained during June, 2000 and a $2.0 million Federal Home Loan Bank advance
obtained in April, 2001 account for the increase in average long-term debt.
Growth in the money fund investment account and prime savings, both premium
rate savings accounts, account for the increase in average deposits.
Management theorizes that, due to the falling rate economic environment,
investors are reducing long-term investments and placing the funds in highly
liquid, short-term instruments.  This means that much of the recent growth in
deposits could be quickly withdrawn if interest rates increase.  Management is
attempting to lock-in a portion of these funds by offering special rates and
terms on selected certificate of deposit products.

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.

                                  -16-

<PAGE>
<TABLE>
<CAPTION>
                                             Quarter Ended   Nine Months Ended
                                             September 30,     September 30,
                                              2001     2000     2001      2000
                                               (thousands)        (thousands)

                                        <c>      <c>        <c>      <c>
Balance, beginning of period               $2,000    2,000      2,000    2,000
                                            -----    -----      -----    -----
Charge-offs                                    80       63        214      170
Recoveries                                     12       12         36       36
                                            -----    -----      -----    -----
Net charge-offs                                68       51        178      134
                                            -----    -----      -----    -----

Provision for loan losses                      70       51        180      134
                                            -----    -----      -----    -----

Balance, end of period                     $2,002    2,000      2,002    2,000
                                            =====    =====      =====    =====
</TABLE>

Charge-offs for the first three quarters of 2001 and 2000 are attributable to
consumer loans, including $26,000 and $27,000 in credit card charge-offs for
2001 and 2000, respectively.

The following table sets forth information regarding the past due, non-accrual
and renegotiated loans of the Bank at the dates indicated:
<TABLE>
<CAPTION>
                                     September 30  December 31
                                         2001         2000
                                       --------    -----------
                                            (thousands)

                                      <c>             <c>
Loan accounted for on
 non-accrual basis                      $ 23               -
Accruing loans that are
 past due 90 days or more                 93             111
Renegotiated loans                         -               -
                                         ---             ---
   Total                                $116             111
                                         ===             ===
</TABLE>

Accruing loans which are past due 90 days or more at September 30, 2001 and
December 31, 2000 consist of installment loans and loans secured by 1-4
family residential property


                                  -17-

<PAGE>
NON-INTEREST INCOME
Total non-interest income of $1,065,000 increased $33,000 or 3.20% during the
third quarter of 2001 compared to the third quarter of 2000 primarily due to
increases in service charges and fees, partially offset by a decrease in trust
income.  Total service charges and fees increased $56,000 or 10.83% primarily
due to increases in return check fees and check card income.  LCNB increased
the returned check fee from $20 to $25 in December, 2000.  The check card fees
increased primarily due to a greater number of cards outstanding during the
third quarter, 2001.  Trust income decreased $27,000 or 10.00% due to a
decrease in the market value of assets under management, on which fees are
based.  The decline in asset market value was primarily the result of general
market conditions.

Total non-interest income for the first nine months of 2001 was $327,000 or
10.63% greater than for the comparable period in 2000 primarily due to
increases in service charges and fees and insurance agency commissions,
partially offset by a decrease in trust income.  Service charges and fees
increased $180,000 or 11.71% and trust income decreased $182,000 or 21.93% for
substantially the same reasons mentioned above.  Insurance agency commissions
for the first three quarters of 2001 were $273,000 or 43.20% greater than for
the first three quarters of 2000 largely due to contingency commissions
received during the first quarter, 2001.  Contingency commissions are profit-
sharing arrangements on property and casualty policies between the originating
agency and the underwriter and are generally based on underwriting results and
written premium.  As such, the amount received each year can vary
significantly depending on loss experience.  Contingency commissions received
during the first quarter, 2001 totaled $189,000, but only $6,000 during the
first quarter, 2000.  The balance of the increase was generated from
commissions received on new and renewing policies.  Management believes that
claims filed by Dakin clients with underwriters during 2001 will reduce the
contingency commission received during 2002 to a minimal level.

NON-INTEREST EXPENSE
Total non-interest expense increased $179,000 or 5.38% in the third
quarter, 2001 compared with the third quarter, 2000 and $328,000 or 3.29%
during the first nine months of 2001 compared with the first nine months of
2000.  The following table shows the increases or decreases for various
expense categories for the three and nine months ended September 30, 2001 as
compared to same periods in 2000:

                                  -18-

<PAGE>
<TABLE>
<CAPTION>
                                Increase (Decrease)   Increase (Decrease)
                                  3 Months Ended         9 Months Ended
                                September 30, 2001    September 30, 2001
                                    $        %             $        %
                                         (Dollars in thousands)

                               <c>     <c>            <c>     <c>
Salaries and wages                $127     9.01%         $247     5.82%
Pension and other
  employee benefits                 35    10.32           106     9.81
Equipment                           (7)   (4.14)           59    13.69
Occupancy, net                      (1)   (0.36)          (10)   (1.24)
State franchise tax                 24    22.43            43    12.29
Marketing                          (14)  (12.50)          (26)   (8.75)
Intangible amortization              -        -           (68)  (14.98)
Other                               15     1.90           (23)   (0.99)
                                   ---                    ---
Totals                            $179     5.38          $328     3.29
                                   ===                    ===
</TABLE>

Salaries and wages increased due to normal salary and wage increases, an
increase in the number of employees, and increased commissions paid Dakin's
agents because of the increase in the volume of policies written.  Pension
and other employee benefits increased due to higher pension expense and health
insurance costs.  Equipment expense increased primarily due to depreciation
recognized on furniture and equipment purchased during 2000 for the newly
constructed Oxford and Goshen offices and the extensively remodeled Columbus
Avenue office.  Marketing was lower due to timing of promotional campaigns.
Management expects that total marketing expenses for 2001 will be similar to
total costs for 2000.

On June 29, 2001, LCNB signed a contract with Jack Henry & Associates for
replacement of LCNB's core processing system, including computer hardware and
software.  Conversion from the current system to the new system is tentatively
scheduled for the third quarter of 2002, but some enhancements and
improvements will be installed in 2001 and 2003.  Management believes the
operating efficiencies and improved customer service the new system will
provide will be beneficial to LCNB in the long run, but, as with most
improvements, there will be a cost.  Anticipated software and hardware costs
total approximately $1,086,000, which will be capitalized and charged to
depreciation expense over the estimated lives of the assets, primarily seven
years.  The current system is approximately eleven years old and is fully
depreciated, so equipment expense in future years will increase by the amount
of the depreciation.  Costs of converting data files from the current to the
new system and costs of training employees on the new system are expected to
total $8,000 during 2001, $129,000 during 2002 and $31,000 during 2003 and
will be expensed as incurred.



                                  -19-

<PAGE>

FINANCIAL CONDITION
The premises and equipment, net balance at September 30, 2001 was
approximately $1.0 million greater than at December 31, 2000 primarily due to
construction costs associated with a new branch office located on Washington
Blvd. in Hamilton and a new drive-up ATM located in Harveysburg.

Accrued interest and other liabilities at September 30, 2001 was $2.2 million
greater than at December 31, 2000 largely due to a $1.6 million increase in
the treasury, tax, and loan ("TTL") payable.  TTL represents customers'
federal tax deposits between the time they are accepted by LCNB and the time
they are remitted to the Internal Revenue Service.

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



                                  -20-


<TABLE>
<CAPTION>
                                          CONDENSED AVERAGE BALANCE SHEETS
                                                   (thousands)
                                      September 30,  June 30,      March 31,
                                          2001        2001           2001

                                     <c>        <c>             <c>
ASSETS
Interest-earning:
  Interest-bearing deposits with banks  $      -           -              -
  Federal funds sold                      19,159      22,729         10,107
  Securities                              81,803      81,351         80,360
  Loans                                  333,252     333,430        331,501
                                         -------     -------        -------

Total interest-earning assets            434,214     437,510        421,968

Noninterest-earning:
  Cash and due from banks                 12,094      16,556         16,255
  All other assets                        19,264      18,695         19,402
  Allowance for credit losses             (2,002)     (2,003)        (2,002)
                                         -------     -------        -------
Total assets                            $463,570     470,758        455,623
                                         =======     =======        =======

LIABILITIES
Interest-bearing:
  Interest-bearing deposits             $347,998     358,464        348,345
  Short-term borrowings                      955         841            758
  Long-term debt                           8,314       8,327          6,350
                                         -------     -------        -------
Total interest-bearing liabilities       357,267     367,632        355,453

Noninterest-bearing:
  Noninterest-bearing deposits            54,448      52,783         50,565
  All other liabilities                    2,891       2,283          2,430
                                         -------     -------        -------
Total liabilities                        414,606     422,698        408,448

SHAREHOLDERS' EQUITY                      48,964      48,060         47,175
                                         -------     -------        -------
Total liabilities and shareholders'
  equity                                $463,570     470,758        455,623
                                         =======     =======        =======
</TABLE>



                                  -21-

<PAGE>

SEPTEMBER 30, 2001 VS. JUNE 30, 2001.  Total average assets for the third
quarter, 2001 decreased approximately $7.2 million as compared to the second
quarter, 2001.    Most of the decrease was from federal funds sold, which is
a short-term investment vehicle, and cash and due from banks.  Average
securities and average loans did not change materially when comparing third
and second quarter balances for 2001.  LCNB continues to originate new loans,
but, beginning during the first quarter, 2001, has been selling a large
majority of its fixed rate residential loans to the Federal Home Loan Mortgage
Corporation (FHLMC) immediately after origination.  Approximately $6.7 million
of real estate loans were sold to FHLMC during the nine months ended September
30, 2001, while no loans were sold during 2000.  Management began selling the
loans after determining that current, historically low market rates for
residential loans were not profitable in the long run.  Total loans remain
level because of growth in the commercial loan portfolio, which had an average
balance during the third quarter that was $4.9 million greater than during the
second quarter.

Average interest-bearing deposits for the third quarter, 2001 were $10.5
million less than for the second quarter, 2001.    The third quarter decline
occurred in the average balance for the money fund investment account product,
which was $12.9 million less during the third quarter when compared to the
second quarter.  This decline was intentional and relates to a corporate sweep
checking account product offered by Lebanon Citizens.  Excess funds in the
checking accounts are automatically swept into the customer's choice of
several different mutual funds or a Lebanon Citizens savings product that is
grouped with the money fund investment accounts.  After considering the
declining rates LCNB was able to earn on its overnight federal fund
investments and LCNB's increasing liquidity, management decided to decrease
the rate offered on its sweep alternative and allow the funds to be
transferred to the mutual fund alternatives.

Much deposit growth occurred in LCNB's prime savings product - the third
quarter, 2001 average balance was $3.0 million greater than for the second
quarter.  Average balances for certificates of $100,000 or more and other time
certificates were substantially similar during the third and second quarters.

JUNE 30, 2001 VS. MARCH 31, 2001.  Total average assets for the second
quarter, 2001 was approximately $15.1 million greater than for the first
quarter, 2001, primarily because average federal funds sold were $12.6 million
greater during the second quarter than during the first quarter.  Average
securities and average loans did not change materially when comparing second
and first quarter balances for 2001.  As discussed above, LCNB was selling a
large majority of its fixed rate residential loans immediately after
origination.  Loan average balances remained level because the second quarter
average commercial loan balance was $6.0 million greater than for the first
quarter.



                                  -22-

<PAGE>
Average interest-bearing deposits for the second quarter balance were $10.1
million greater than for the first quarter, 2001.  The second quarter average
prime savings balance was $5.4 million greater than the first quarter average.
Average certificates of $100,000 or more and other time certificates grew a
combined total of $3.7 million during the second quarter, 2001 when compared
to the first quarter.

Long-term debt for the second quarter, 2001 was $2.0 greater than for the
first quarter, 2001.  Long-term debt increased due to a $2.0 million advance
obtained from the Federal Home Loan Bank on April 2, 2001.

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 I capital (essentially shareholders'
equity less goodwill and other intangibles) and Tier II 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 I capital to risk-weighted assets must be at
least 4.0% and the ratio of Total capital (Tier I capital plus Tier II
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 I capital to adjusted quarterly average total
assets of 3.0%. A summary of the regulatory capital and capital ratios of LCNB
follows:

<TABLE>
<CAPTION>
                                             At                At
                                        September 30,      December 31,
                                            2001              2000

                                       <c>                <c>
Regulatory Capital:
 Shareholders' equity                     $49,243             46,310
 Goodwill and other intangibles            (3,843)            (4,210)
 Net unrealized securities gains           (1,796)              (281)
                                           ------             ------
   Tier I risk-based capital               43,604             41,819

Eligible allowance for loan losses          2,002              2,000
                                           ------             ------
  Total risk-based capital                $45,606             43,819
                                           ======             ======

Capital Ratios:
Total risk-based                            15.13%             14.88%
Tier I risk-based                           14.46%             14.20%
Leverage                                     9.53%              9.22%
</TABLE>

                                  -23-

<PAGE>
On April 17, 2001, LCNB's Board of Directors authorized three separate stock
repurchase programs, to be run consecutively and commence immediately.  The
shares purchased will be held for future corporate purposes.

The first stock repurchase program is an "Odd Lot Repurchase Program."
Under the terms of this program, LCNB offered to purchase all the shares of
any shareholder who owns 100 or fewer shares of LCNB.  Letters were mailed to
eligible shareholders on April 20, 2001, and the offer expired on June 4,
2001.  The purchase price was $40 per share, which was the fair market value
per share on April 12, 2001, plus an additional $5.50 premium.  All expenses
for this program were paid by LCNB.  A total of 385 shares were purchased from
seven shareholders under this program.

The second repurchase program is a "Market Repurchase Program."  LCNB will
purchase up to 50,000 shares of its stock through market transactions with a
selected stockbroker.

The third program is a "Private Sale Repurchase Program."  This 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.

LIQUIDITY
Liquidity is the ability to have funds available at all times to meet the
commitments of Lebanon Citizens.  Asset liquidity is provided by cash and
assets which are readily marketable or pledgeable or which will mature in the
near future.  Liquid assets included cash and deposits in banks, federal funds
sold and securities available for sale.  Liquidity is also provided by access
to core funding sources, primarily core depositors in the bank's trade area.
Lebanon Citizens does not solicit brokered deposits as a funding source.  The
liquidity of Lebanon Citizens is enhanced by the fact that 87.43% of total
deposits at September 30, 2001 were "core" deposits.  Core deposits, for
this purpose, are defined as total deposits less public funds and certificates
of deposit greater than $100,000.

At September 30, 2001, Lebanon Citizens liquid assets amounted to $113.5
million or 24.19% of total gross assets, an increase from $100.8 million or
22.34% at December 31,2000.  Secondary sources of liquidity include Lebanon
Citizens' ability to sell loan participations, borrow funds from the Federal
Home Loan Bank and purchase federal funds.  Management closely monitors the
level of liquid assets available to meet ongoing funding needs.  It is
management's intent to maintain adequate liquidity so that sufficient funds
are readily available at a reasonable cost.  Lebanon Citizens experienced no
liquidity or operational problems as a result of the current liquidity levels.






                                   -24-

<PAGE>
RECENT ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 141, "Business Combinations", and SFAS No.
142, "Goodwill and Other Intangible Assets", on July 20, 2001.

SFAS No. 141 provides that all business combinations shall be accounted for
using the purchase method of accounting; the use of the pooling-of-interests
method will be prohibited.  The provisions of SFAS No. 141 will apply to all
business combinations initiated after June 30, 2001 or all business
combinations accounted for by the purchase method that are completed after
June 30, 2001.  LCNB was not involved in any recent business combination
discussions.

Prior to SFAS No. 142, goodwill was amortized over its estimated life, not to
exceed forty years.  Under SFAS No 142, goodwill will not be amortized but
should be tested for impairment on an annual basis, using criteria prescribed
in this statement.  If the carrying amount of goodwill exceeds its implied
fair value, as recalculated, an impairment loss equal to the excess shall be
recognized.  Recognized intangible assets other than goodwill should be
amortized over their useful lives and reviewed for impairment in accordance
with SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of"(superceded by SFAS No. 144, see
discussion which follows).

SFAS No. 142 will be effective for fiscal years beginning after December 15,
2001.  Accordingly, LCNB will adopt the statement on January 1, 2002.  Upon
initial application of SFAS No. 142, goodwill and other intangible assets
arising from acquisitions completed before July 1, 2001 shall be accounted for
in accordance with the provisions of this statement.  That is, amortization of
goodwill should be discontinued and the remaining asset tested for impairment
on an annual basis.  An initial impairment test is to be completed on all
goodwill within six months of initially applying the statement.  Any
impairment loss recognized as a result of completing the initial impairment
test is to be recognized in the first interim period financial statements,
regardless of the interim period in which the measurement of the loss is
completed.

Included in intangible assets of $3,843,000 at September 30, 2001, was
goodwill totaling $1,320,000.  The goodwill is being amortized over 15 years;
approximately $89,000 was amortized to expense during the first three quarters
of 2001.  In accordance with SFAS No. 142, LCNB will discontinue amortizing
goodwill and will perform the required impairment tests.  The first impairment
test will be completed on or before June 30, 2002 and the corresponding
impairment loss, if any, recognized in the 2002 financial statements.

SFAS No. 143, "Accounting for Asset Retirement Obligations", was issued by
the FASB on August 16, 2001.  This FASB focuses on accounting for closure
costs for assets that cannot be simply abandoned or disposed of at the end of
their useful lives.  Examples include cleanup costs for nuclear power plants
or restoration costs for landfills and strip mines.  LCNB does not own any
assets requiring such closure costs and is not affected by this statement.

                                  -25-

<PAGE>
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of", was issued by the FASB on
October 3, 2001 and is effective for fiscal years beginning after December 15,
2001.  This statement effectively supersedes SFAS No. 121 and APB Opinion No.
30 and requires that long-lived assets, including discontinued operations,
that are to be disposed of by sale be measured at the lower of carrying amount
or fair value less cost to sell.  The statement also resolves certain
implementation issues regarding SFAS No. 121.  Discontinued operations will no
longer be measured at net realizable value or include amounts for operating
losses that have not yet occurred.  In addition, the definition of
"discontinued operations" was broadened to include all components of an
entity with operations that can be distinguished from the rest of the entity
and that will be eliminated from the ongoing operations of the entity in a
disposal transaction.  The only long-lived assets owned by LCNB are its
offices.  This statement, therefore, is not expected to have a material impact
on LCNB's statements of financial condition or results of operations.


Item 3.  Quantitative and Qualitative Disclosures about Market Risks

QUANTITATIVE AND QUALITATIVE DISLCOSURES ABOUT MARKET RISKS
For a discussion of LCNB's asset and liability management policies and gap
analysis for the year ended December 31, 2000 see Item 7A, Quantitative and
Qualitative Disclosures about Market Risks, in LCNB's Form 10-K for the year
ended December 31, 2000.  There have been no material changes in LCNB's market
risks, which for LCNB is primarily interest rate risk.



                                  -26-
<PAGE>
                          PART II.  OTHER INFORMATION

                          LCNB Corp. and Subsidiaries


Item 1. Legal Proceedings - Not Applicable

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

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

Item 4. Submission of Matters to a Vote of Security Holders - None

Item 5. Other Information - Not Applicable

Item 6. Exhibits and Reports on Form 8-K

        a.  Exhibits

              None

        b.  Reports on Form 8-K - None


                                  -27-


<PAGE>


                               SIGNATURES


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


                                 LCNB Corp.
                                 Registrant


Date:  October 29, 2001          /s/Steve P. Foster
                                 ------------------------
                                 Steve P. Foster
                                 Executive Vice President
                                 and Chief Financial Officer



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