8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 30, 2009

LCNB CORP.

(Exact name of Registrant as specified in its Charter)

Ohio	0-26121	31-1626393
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification Number)

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

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

N/A

(Former name or former address, if changed since last report)

Item 2.02   Results of Operations and Financial Condition.

On January 30, 2009, LCNB Corp. issued an earnings release announcing its financial results for the year ended December 31, 2008.  A copy of the earnings release (Exhibit 99.1) and unaudited financial highlights (Exhibit 99.2) are attached and are furnished under this Item 2.02.

Item 8.01   Other Events.

On January 30, 2009, LCNB Corp. issued an earnings release announcing its financial results for the year ended December 31, 2008.  A copy of the earnings release (Exhibit 99.1) and unaudited financial highlights (Exhibit 99.2) are attached and are furnished under this Item 8.01.

Item 9.01   Financial Statements and Exhibits.

(c)

Exhibits

Exhibit No.

Description

99.1

Press release dated January 30, 2009

99.2

Unaudited Financial Highlights

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.
Date: January 30, 2009	By:     /s/Robert C. Haines II
		Robert C. Haines II Chief Financial Officer

EX-99

EXHIBIT 99.1

Press Release

January 30, 2009

LCNB CORP. REPORTS STRONG FINANCIAL PERFORMANCE IN 2008

LCNB Corp. today reported higher earnings for 2008 and increases in loans, deposits, and capital, despite a challenging economic environment.  Net income for the three and twelve months ended December 31, 2008, was $1,667,000 ($0.25 basic and diluted earnings per share) and $6,603,000 ($0.99 basic and diluted earnings per share), respectively.  This compares to $1,589,000 ($0.25 basic and diluted earnings per share) and $5,954,000 ($0.94 basic and diluted earnings per share) for the same three and twelve month periods in 2007.  The increases in earnings result primarily from increases in net interest income from higher earning asset volumes.

While not immune from the effects of weakening economic conditions, LCNB’s earnings reflect continued strong asset quality resulting from responsible underwriting and lending practices.  Consequently, net charge-offs for 2008 and 2007 totaled $620,000 and $301,000, respectively.  Classified loans (non-accrual, past due 90 days or more and still accruing interest, and restructured loans) totaled $3,419,000 or 0.75% of total loans at December 31, 2008, compared to $2,589,000 or 0.58% of total loans at December 31, 2007.  Real estate acquired through foreclosure and other repossessed assets totaled approximately $89,000 at December 31, 2008, compared to $853,000 at December 31, 2007.

Net interest income for the three and twelve months ended December 31, 2008 increased $771,000 and $2,776,000, respectively, over the comparative periods in 2007 primarily due to additional loans and deposits from the Sycamore National Bank acquisition in late 2007 and organic growth.  Also contributing to the increase in net interest income was a decrease in average rates paid on interest-bearing liabilities (primarily deposits), partially offset by a decrease in rates earned on interest-earning assets.  Non-interest income for the three months ended December 31, 2008 decreased $103,000 from the same period in 2007 and increased by $107,000 when comparing the full year periods.  The decrease during the three month period was primarily due to decreases in trust income caused by market conditions, overdraft fees, and insurance agency commissions.  The increase during the full year period was primarily due to increases in check card in come and income from bank owned life insurance.  

Non-interest expense for the three and twelve months ended December 31, 2008 increased $392,000 and $1,590,000, respectively, when compared to the same periods in 2007.  The increases in non-interest expense were largely due to increases in salaries and benefits resulting from routine salary and wage increases and an increase in the number of employees.  

LCNB Corp. is a financial holding company headquartered in Lebanon, Ohio.  Affiliates of LCNB Corp. are LCNB National Bank, with 25 offices located in Warren, Butler, Montgomery, Clinton, Clermont, and Hamilton Counties, Ohio, and Dakin Insurance Agency, Inc.  Additional information about LCNB Corp. and information about products and services offered by LCNB National Bank and Dakin Insurance Agency can be found on the internet at www.lcnb.com and www.dakin-ins.com.

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.  LCNB disclaims any intent or obligation to update such forward-looking statements.   LCNB intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

EX-99

EXHIBIT 99.2

LCNB Corp. and Subsidiaries

Financial Highlights

(Dollars in thousands, except per share amounts)

Share and per share data have been restated to reflect a 100% stock dividend paid on May 10, 2007.

Condensed Income Statement		Three Months Ended December 31,		Twelve Months Ended December 31,
		2008	2007	2008	2007
Interest income	$	8,663	8,288	34,350	31,991
Interest expense		3,216	3,612	13,421	13,838
Net interest income		5,447	4,676	20,929	18,153
Provision for loan losses		298	108	620	266
Net interest income after provision		5,149	4,568	20,309	17,887
Non-interest income		2,023	2,126	8,453	8,346
Non-interest expense		4,959	4,567	19,934	18,344
Income before income taxes		2,213	2,127	8,828	7,889
Provision for income taxes		546	538	2,225	1,935
Net income	$	1,667	1,589	6,603	5,954
Dividends per common share	$	0.16	0.155	0.64	0.62
Basic earnings per common share	$	0.25	0.25	0.99	0.94
Diluted earnings per common share	$	0.25	0.25	0.99	0.94
Average basic shares outstanding		6,687,232	6,389,582	6,687,232	6,368,046
Average diluted shares outstanding		6,687,232	6,389,582	6,687,232	6,368,563
Selected Financial Ratios
Return on average assets		1.00%	1.12%	1.03%	1.08%
Return on average equity		11.24%	11.79%	11.35%	11.41%
Dividend payout ratio		64.00%	62.00%	64.65%	65.96%
Net interest margin (tax equivalent)		3.70%	3.74%	3.74%	3.77%

Selected Balance Sheet Items		December 31, 2008	December 31, 2007
Investment securities	$	139,272	90,154
Loans		453,811	446,887
Less allowance for loan losses		2,468	2,468
Net loans		451,343	444,419
Total assets		649,731	604,058
Total deposits		577,622	535,929
Short-term borrowings		2,206	1,459
Long-term debt		5,000	5,000
Total shareholders’ equity		58,116	56,528
Shares outstanding at period end		6,687,232	6,687,232
Book value per share	$	8.69	8.45
Equity to assets ratio		8.94%	9.36%
Assets Under Management
LCNB Corp. total assets	$	649,731	604,058
Trust and investments (fair value)		174,775	199,053
Mortgage loans serviced		37,783	40,260
Business cash management		39,979	34,532
Brokerage accounts (fair value)		53,633	58,929
Total assets managed	$	955,901	936,832