<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                LNB BANCORP, INC.
             (Exact Name of Registrant as specified in its Charter)

         OHIO                                            34-1406303
(State of Incorporation)                       (IRS Employer Identification No.)

                                  457 BROADWAY
                               LORAIN, OHIO 44052
          (Address of principal executive offices, including zip code)

                 MARCH 11, 1999 GARY C. SMITH OPTION AGREEMENT;
               FEBRUARY 13, 2000 KEVIN W. NELSON OPTION AGREEMENT;
              DECEMBER 15, 2000 GARY C. SMITH OPTION AGREEMENT; AND
                DECEMBER 14, 2001 GARY C. SMITH OPTION AGREEMENT
                            (Full Title of the Plan)

                               MR. TERRY M. WHITE
    EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND CORPORATE SECRETARY
                                LNB BANCORP, INC.
                                  457 BROADWAY
                               LORAIN, OHIO 44052

                     (Name and address of agent for service)

                                   COPIES TO:
                             EDWIN L. HERBERT, ESQ.
                               WERNER & BLANK, LLC
                            7205 WEST CENTRAL AVENUE
                               TOLEDO, OHIO 43617
                                 (419) 841-8051

<Table>
<Caption>
                                   CALCULATION OF REGISTRATION FEE
                                                     Proposed Maximum      Proposed Maximum          Amount of
      Title of Securities         Amount to be        Offering Price      Aggregate Offering       Registration
       to be Registered          Registered(1)(2)      per Share(3)            Price(3)                 Fee
      -------------------        ----------------    ----------------     ------------------       ------------
<S>                              <C>                 <C>                  <C>                     <C>
Common Shares, $1  par value          50,960              $16.70               $850,000              $108.00
</Table>

(1) Includes 15,918 Common Shares under the March 11, 1999 Gary C. Smith Option
Agreement, 11,939 Common Shares under the February 13, 2000 Kevin W. Nelson
Option Agreement, 7,803 Common Shares under the December 15, 2000 Gary C. Smith
Option Agreement, and 15,300 Common Shares under the December 14, 2001 Gary C.
Smith Option Agreement.

(2) Includes associated rights (the "Rights") to purchase Series A Voting
Preferred Shares. Until the occurrence of certain prescribed events, none of
which have occurred, the Rights are not exercisable, are evidenced by the
certificates representing the Common Shares, and will be transferred along with,
and only with, the Common Shares. In addition, pursuant to Rule 416(a) and (b)
under the Securities Act of 1933, this Registration Statement is also intended
to cover such number of additional Company Common Shares and associated Rights
as may be necessary to prevent dilution of the shares initially registered
hereby resulting from stock splits or stock dividends, if any, occurring after
the effective date of this registration statement.

(3) This figure is provided solely for the purpose of determining the
registration fee. The figure was calculated pursuant to Rule 457(h) using the
weighted average of the exercise prices for the common shares of LNB Bancorp,
Inc. (the "Company" or "Registrant") being registered hereunder.


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed or to be filed by the Company with the
Commission are incorporated by reference in this Registration Statement:

     (a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2003, filed March 15, 2004.

     (b) All reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended ("Exchange Act"), since the
end of the fiscal year covered by the Form 10-K referred to in clause (a) above.

     (c) The description of the Common Shares of the Company contained in
the Company's registration statement on Form 8-A dated February 12, 1985, and
updated in the Company's Current Report on Form 8-K filed on January 4, 2001,
and the description of the Company's Preferred Share Purchase Rights contained
in the Company's registration statement on Form 8-A filed on November 6, 2000.

     (d) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold.

ITEM 4. DESCRIPTION OF SECURITIES

              Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

              Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

              Section 1701.13(E) of the Ohio Revised Code provides that a
corporation may indemnify or agree to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, other than an action by or in the right of the


<PAGE>

corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, member, manager, or
agent of another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful. Section 1701.13(E)(4)
provides various methods by which a corporation may determine whether an
individual or individuals have met the requisite standard of conduct. The
termination of any action, suit, or proceeding by judgment, order, settlement,
or conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not satisfy the requisite
standard of conduct.

              Section 1701.13(E)(2) further specifies that a corporation may
indemnify or agree to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending, or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor, by reason of the fact that he is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of (a) any claim, issue, or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless, and only to the extent, that the court of
common pleas or the court in which such action or suit was brought determines,
upon application, that, despite the adjudication of liability, but in view of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses as the court of common pleas or such other court
shall deem proper, and (b) any action or suit in which the only liability
asserted against a director is pursuant to Section 1701.95 of the Ohio Revised
Code concerning unlawful loans, dividends and distribution of assets. Again,
Section 1701.13(E)(4) provides the methods by which the Company may determine
whether an individual or individuals have met the requisite standard of conduct
for indemnification under this section.

              Section 1701.13(E)(3) requires indemnification for expenses,
including attorneys fees, to the extent that any director, trustee, officer,
employee, member, manager or agent has been successful on the merits or
otherwise in the defense of action or proceeding described under Sections (E)(1)
and (E)(2). Additionally, Section 1701.13(E)(5) requires a corporation to pay
any expenses, including attorney's fees, of a director in defending an action,
suit, or proceeding referred to above as they are incurred, in advance of the
final disposition of the action, suit, or proceeding, upon receipt of an
undertaking by or on behalf of the director in which he agrees to both (1) repay
such amount if it is proved by clear and convincing evidence that his action or
failure to act involved an act or omission undertaken with deliberate intent to
cause injury to the corporation or undertaken with reckless disregard for the
best interests of the corporation and (2) reasonably cooperate with the
corporation concerning the action, suit, or proceeding.

<PAGE>

              Section 1701.13(E)(6) provides that the indemnification provided
under Section 1701.13(E) shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under the articles of
incorporation or code of regulations of Registrant. Furthermore, Section
1701.13(E)(7) authorizes a corporation to purchase and maintain insurance, or
furnish similar protection, on behalf of any person who is or was a director,
officer, employee, or agent of the corporation against any liability asserted
against the individual and incurred by the individual in such capacity whether
or not the corporation would have the power to indemnify the individual against
liability under Section 1701.13(E).

              The directors and officers of the Company may also be indemnified
by the Company pursuant to Article VI of the Company's Amended Code of
Regulations which provides as follows:

Section 1. Definitions.

         For purposes of this Article, the following words and phrases shall
have the meanings designated below:

         a. "Claim" means, with respect to any Indemnified Individual, any and
all threatened, pending or completed claims, actions, suits or proceedings
(whether civil, criminal, administrative, investigative or otherwise and whether
under State or Federal law) and any and all appeals related thereto; and

         b. "Indemnified Individual" means, subject to Section 8 of this
Article, such of the following as the Board may determine (by a majority vote of
a quorum of disinterested Directors): all past, present and future Shareholders,
Directors, Officers, employees and other agents of the Corporation acting in any
capacity at the request of or on behalf of the Corporation; and

         c. "Liabilities" means any and all judgments, decrees, fines,
investigation costs, penalties, expenses, fees, amounts paid in settlement,
costs, losses, expenses (including, but not limited to, attorneys' fees and
court costs), charges, and any other liabilities actually and reasonably
incurred by an Indemnified Individual with respect to any Claim, either before
or after final disposition of the Claim.

Section 2. Indemnification for Third-Party Claims.

         To the fullest extent authorized or permitted by law, the Shareholders
hereby determine that the Corporation shall indemnify and save harmless any and
all Indemnified Individuals from and against all Liabilities arising or
resulting from any Claim (other than a Claim by or in the right of the
Corporation), under which the Indemnified Individual is a party or participant
because of actions or omissions of the Corporation or of the Indemnified
Individual or of any Shareholder, Director, Officer, employee, agent or other
Person acting in any capacity at the request of or on behalf of the Corporation,
if such Indemnified Individual has acted in good faith and in a manner the
Indemnified Individual reasonably believed to be in and not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, if the Indemnified Individual had no reasonable cause to believe the
Indemnified Individual's conduct was unlawful; provided, however, that (unless
otherwise determined by a majority vote of a quorum of disinterested Directors)
the Corporation shall not indemnify or save harmless an Indemnified Individual
for such Person's willful misconduct.
<PAGE>

Section 3. Indemnification for Claims by or in the Right of the Corporation.

         To the fullest extent authorized or permitted by law, the Shareholders
hereby determine that the Corporation shall indemnify and save harmless any and
all Indemnified Individuals from and against all Liabilities arising or
resulting from any Claim by or in the right of the Corporation, under which the
Indemnified Individual is a party or participant because of actions or omissions
of the Corporation or of the Indemnified Individual or of any Shareholder,
Director, Officer, employee, agent or other Person acting in any capacity at the
request of or on behalf of the Corporation, if the Indemnified Individual acted
in good faith and in a manner the Indemnified Individual reasonably believed to
be in (or not opposed to) the best interests of the Corporation; provided,
however, that the Corporation shall not indemnify or save harmless an
Indemnified Individual for (i) such Person's adjudicated negligence or
misconduct in the performance of the Indemnified Individual's duty to the
Corporation, or (ii) a violation of Section 1701.95 of the Ohio Revised Code.

Section 4. Release from Liability and Contribution.

         To the fullest extent authorized or permitted by law, no Indemnified
Individual shall be liable to the Corporation or to any other Person and no
Claim shall be maintained against any Indemnified Individual by the Corporation
(or, for the Corporation's benefit, by any other Shareholder) because of any
action or omission (except for willful misconduct, unless otherwise determined
by a majority vote of a quorum of disinterested Directors) of such Indemnified
Individual in any capacity at the request of or on behalf of the Corporation;
provided, however, that an Indemnified Individual shall be liable to the
Corporation for the Indemnified Individual's willful misconduct, unless
otherwise determined by a majority vote of a quorum of disinterested Directors.
To the fullest extent authorized or permitted by law, no Indemnified Individual
shall be responsible for or be required to contribute to the payment of any
Liabilities incurred by the Corporation or by any other Indemnified Individual
because of the actions or omissions (except for willful misconduct, unless
otherwise determined by a majority vote of a quorum of disinterested Directors)
of any Indemnified Individual serving in any capacity at the request of or on
behalf of the Corporation; provided, however, that an indemnified Individual
shall be liable to the Corporation and to any other Indemnified Individual for
the Indemnified Individual's willful misconduct, unless otherwise determined by
a majority vote of a quorum of disinterested Directors.

Section 5. Subrogation.

         To the extent of any payment by the Corporation under this Article, the
Corporation: (i) shall be subrogated to all the Indemnified Individual's rights
of recovery from any other Person and, as a condition precedent to any
indemnification or other rights under this Article, such Indemnified Individual
shall execute all reasonable documents and take all reasonable actions requested
by the Corporation to implement the Corporation's right of subrogation, and (ii)
hereby waives any right of subrogation against or contribution from an
Indemnified Individual.

Section 6. Insurance and Similar Protection.

         Whether or not the indemnification, release and other provisions of
Section 2, Section 3 or Section 4 of this Article apply, the Corporation may
purchase and maintain insurance upon and/or furnish similar protection
(including, but not limited to: trust funds, letters of credit and


<PAGE>

self-insurance) for any Indemnified Individual to cover any Liabilities such
Indemnified Individual might incur from the exercise of the Indemnified
Individual's duties for the Corporation or from such Indemnified Individual's
capacity as an agent or representative of the Corporation.

Section 7. Other Rights.

         The provisions of this Article shall be in addition to and shall not
exclude or limit any rights or benefits to which any Indemnified Individual is
or may be otherwise entitled: (a) as a matter of law or statute; (b) by the
Articles of Incorporation, Regulations or any bylaws; (c) by any agreement; (d)
by the vote of Shareholders or Directors; or (e) otherwise.

Section 8. Conditions and Limitations.

         a. As a condition precedent to the indemnification, release and/or
performance of any other obligation of the Corporation under this Article, the
Indemnified Individual must first: (1) promptly notify the President or
Corporate Secretary of the Corporation of any actual or potential Claim; and (2)
authorize and permit the Corporation, in its sole discretion, to choose any
legal counsel to defend and otherwise handle the Claim and all proceedings and
matters related thereto (including, but not limited to, any counter-claims,
cross-claims and defenses); and (3) permit the Corporation to assume total,
complete and exclusive control of the Claim and all proceedings and matters
related thereto (including, but not limited to, any counter-claims, cross-claims
and defenses); and (4) in all respects, cooperate with the Corporation and its
counsel in the defense of the Claim and in the prosecution of any
counter-claims, cross-claims and defenses.

         b. At the Corporation's option, the Corporation's obligations under
this Article may cease and terminate (without notice or demand): (i) if the
Indemnified Individual is an employee of the Corporation, upon termination of
the Indemnified Individual's employment with the Corporation, or (ii) if the
Indemnified Individual is a Director or Officer, upon removal of such Director
or Officer for cause (as determined by the Board) in accordance with these
Regulations.

         Registrant carries directors' and officers' liability insurance
coverage which insures its directors and officers and the directors and officers
of its subsidiaries in certain circumstances.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8. EXHIBITS

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

         Number   Exhibit

          4.1*    Second Amended Articles of Incorporation of LNB Bancorp, Inc.

          4.2**   Amended Code of Regulations of LNB Bancorp, Inc.

          5       Opinion of Werner & Blank, LLC as to the legality of the
                  securities

          23.1    Consent of Werner & Blank, LLC (contained in Exhibit 5)

          23.2    Consent of KPMG LLP

          24      Power of Attorney

  *      Incorporated by reference to the Company's filing on Form 10-Q on
         November 14, 2000.

  **     Incorporated by reference to the Company's filing on Form 8-K on
         January 4,2001.

<PAGE>

ITEM 9.  UNDERTAKINGS

          (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this Registration
                    Statement: (i) to include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933; (ii) to reflect in
                    the prospectus any facts or events arising after the
                    effective date of the registration statement (or the most
                    recent post-effective amendment thereof) which, individually
                    or in the aggregate, represent a fundamental change in the
                    information set forth in the registration statement.
                    Notwithstanding the foregoing, any increase or decrease in
                    volume of securities offered (if the total dollar value of
                    securities offered would not exceed that which was
                    registered) and any deviation from the low or high end of
                    the estimated maximum offering range may be reflected in the
                    form of prospectus filed with the Commission pursuant to
                    Rule 424(b) if, in the aggregate, the changes in volume and
                    price represent no more than a 20 percent change in the
                    maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in the effective
                    registration statement; and (iii) to include any material
                    information with respect to the plan of distribution not
                    previously disclosed in the Registration Statement or any
                    material change to such information in the Registration
                    Statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new Registration Statement relating
                    to the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.

               (3)  To remove from registration by means of a post-effective
                    amendment any of the securities being registered which
                    remain unsold at the termination of the offering.

          (b)  The undersigned Registrant hereby undertakes that, for purposes
               of determining any liability under the Securities Act of 1933,
               each filing of the Registrant's annual report pursuant to Section
               13(a) or Section 15(d) of the Securities Exchange Act of 1934
               (and, where applicable, each filing of an employee benefit plan's
               annual report pursuant to Section 15(d) of the Securities
               Exchange Act of 1934) that is incorporated by reference in the
               Registration Statement shall be deemed to be a new registration
               statement relating to the securities offered herein, and the
               offering of such securities at that time shall be deemed to be
               the initial bona fide offering thereof.

          (h)  Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors, officers
               and controlling persons of the Registrant pursuant to the
               foregoing provisions, or otherwise, the Registrant has been
               advised that in the opinion of the Securities and Exchange
               Commission such indemnification is against public policy as
               expressed in the Act and is, therefore, unenforceable. In the
               event that a claim for indemnification against such liabilities
               (other than the payment by the Registrant of expenses incurred or
               paid by a director, officer or controlling person of the
               Registrant in the successful defense of any action, suit or
               proceedings) is asserted by such director, officer or controlling
               person in connection with the securities being registered, the
               Registrant will, unless in the opinion of its counsel the matter
               has been settled by controlling precedent, submit to a court of
               appropriate jurisdiction the question whether such
               indemnification by it is against public policy as expressed in
               the Act and will be governed by the final adjudication of such
               issue.



<PAGE>


                                   SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lorain, State of Ohio, on May 11, 2004.


                                               LNB BANCORP, INC.

                                          By: /s/ Terry M. White
                                              ----------------------------------
                                               Terry M. White
                                               Executive Vice President,
                                               Chief Financial Officer and
                                               Corporate Secretary
                                               (Duly Authorized Representative)

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
    SIGNATURE                                                 TITLE                                      DATE
    ---------                                                 -----                                      ----
<S>                                               <C>                                                  <C>
/s/  James F. Kidd                                           President,                                5/11/2004
----------------------------------                Chief Executive Officer and Director
James F. Kidd                                          (Principal Executive Officer)


/s/  Terry M. White                                   Executive Vice President and                     5/11/2004
----------------------------------                       Chief Financial Officer
Terry M. White                                        (Principal Financial Officer)


/s/  Mitchell J. Fallis                        Vice President and Chief Accounting Officer             5/11/2004
----------------------------------                   (Principal Accounting Officer)
Mitchell J. Fallis

Directors*
Daniel P. Batista
Robert M. Campana
Terry D. Goode
James R. Herrick
David M. Koethe
Benjamin G. Norton
Stanley G. Pijor
Jeffrey F. Riddell
Eugene M. Sofranko

* For each of the above directors pursuant to power of attorney filed with this
Registration Statement.

By: /s/ Terry M. White                                           May 11, 2004
    ------------------------------
    Terry M. White
   (pursuant to power of attorney)
</TABLE>


<PAGE>





                                  EXHIBIT INDEX


<Table>
<Caption>
   EXHIBIT NUMBER                    EXHIBIT DESCRIPTION
   --------------                    -------------------
<S>                 <C>
       4.1*         Second Amended Articles of Incorporation of LNB Bancorp, Inc.
       4.2**        Amended Code of Regulations of LNB Bancorp, Inc.
       5            Opinion of Werner & Blank, LLC as to the legality of the securities
      23.1          Consent of Werner & Blank, LLC (contained in Exhibit 5)
      23.2          Consent of KPMG LLP
      24            Power of Attorney
</Table>

*      Incorporated by reference to the Company's filing on Form 10-Q on
       November 14, 2000.

**     Incorporated by reference to the Company's filing on Form 8-K on
       January 4, 2001.
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                LNB BANCORP, INC.
             (Exact Name of Registrant as specified in its Charter)

         OHIO                                            34-1406303
(State of Incorporation)                       (IRS Employer Identification No.)

                                  457 BROADWAY
                               LORAIN, OHIO 44052
          (Address of principal executive offices, including zip code)

                 MARCH 11, 1999 GARY C. SMITH OPTION AGREEMENT;
               FEBRUARY 13, 2000 KEVIN W. NELSON OPTION AGREEMENT;
              DECEMBER 15, 2000 GARY C. SMITH OPTION AGREEMENT; AND
                DECEMBER 14, 2001 GARY C. SMITH OPTION AGREEMENT
                            (Full Title of the Plan)

                               MR. TERRY M. WHITE
    EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND CORPORATE SECRETARY
                                LNB BANCORP, INC.
                                  457 BROADWAY
                               LORAIN, OHIO 44052

                     (Name and address of agent for service)

                                   COPIES TO:
                             EDWIN L. HERBERT, ESQ.
                               WERNER & BLANK, LLC
                            7205 WEST CENTRAL AVENUE
                               TOLEDO, OHIO 43617
                                 (419) 841-8051
CALCULATION OF REGISTRATION FEE
                                                     Proposed Maximum      Proposed Maximum          Amount of
      Title of Securities         Amount to be        Offering Price      Aggregate Offering       Registration
       to be Registered          Registered(1)(2)      per Share(3)            Price(3)                 Fee
      -------------------        ----------------    ----------------     ------------------       ------------
Common Shares, $1  par value          50,960              $16.70               $850,000              $108.00
(1) Includes 15,918 Common Shares under the March 11, 1999 Gary C. Smith Option
Agreement, 11,939 Common Shares under the February 13, 2000 Kevin W. Nelson
Option Agreement, 7,803 Common Shares under the December 15, 2000 Gary C. Smith
Option Agreement, and 15,300 Common Shares under the December 14, 2001 Gary C.
Smith Option Agreement.

(2) Includes associated rights (the "Rights") to purchase Series A Voting
Preferred Shares. Until the occurrence of certain prescribed events, none of
which have occurred, the Rights are not exercisable, are evidenced by the
certificates representing the Common Shares, and will be transferred along with,
and only with, the Common Shares. In addition, pursuant to Rule 416(a) and (b)
under the Securities Act of 1933, this Registration Statement is also intended
to cover such number of additional Company Common Shares and associated Rights
as may be necessary to prevent dilution of the shares initially registered
hereby resulting from stock splits or stock dividends, if any, occurring after
the effective date of this registration statement.

(3) This figure is provided solely for the purpose of determining the
registration fee. The figure was calculated pursuant to Rule 457(h) using the
weighted average of the exercise prices for the common shares of LNB Bancorp,
Inc. (the "Company" or "Registrant") being registered hereunder.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed or to be filed by the Company with the
Commission are incorporated by reference in this Registration Statement:

     (a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2003, filed March 15, 2004.

     (b) All reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended ("Exchange Act"), since the
end of the fiscal year covered by the Form 10-K referred to in clause (a) above.

     (c) The description of the Common Shares of the Company contained in
the Company's registration statement on Form 8-A dated February 12, 1985, and
updated in the Company's Current Report on Form 8-K filed on January 4, 2001,
and the description of the Company's Preferred Share Purchase Rights contained
in the Company's registration statement on Form 8-A filed on November 6, 2000.

     (d) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold.

ITEM 4. DESCRIPTION OF SECURITIES

              Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

              Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

              Section 1701.13(E) of the Ohio Revised Code provides that a
corporation may indemnify or agree to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, other than an action by or in the right of the
corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, member, manager, or
agent of another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful. Section 1701.13(E)(4)
provides various methods by which a corporation may determine whether an
individual or individuals have met the requisite standard of conduct. The
termination of any action, suit, or proceeding by judgment, order, settlement,
or conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not satisfy the requisite
standard of conduct.

              Section 1701.13(E)(2) further specifies that a corporation may
indemnify or agree to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending, or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor, by reason of the fact that he is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of (a) any claim, issue, or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless, and only to the extent, that the court of
common pleas or the court in which such action or suit was brought determines,
upon application, that, despite the adjudication of liability, but in view of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses as the court of common pleas or such other court
shall deem proper, and (b) any action or suit in which the only liability
asserted against a director is pursuant to Section 1701.95 of the Ohio Revised
Code concerning unlawful loans, dividends and distribution of assets. Again,
Section 1701.13(E)(4) provides the methods by which the Company may determine
whether an individual or individuals have met the requisite standard of conduct
for indemnification under this section.

              Section 1701.13(E)(3) requires indemnification for expenses,
including attorneys fees, to the extent that any director, trustee, officer,
employee, member, manager or agent has been successful on the merits or
otherwise in the defense of action or proceeding described under Sections (E)(1)
and (E)(2). Additionally, Section 1701.13(E)(5) requires a corporation to pay
any expenses, including attorney's fees, of a director in defending an action,
suit, or proceeding referred to above as they are incurred, in advance of the
final disposition of the action, suit, or proceeding, upon receipt of an
undertaking by or on behalf of the director in which he agrees to both (1) repay
such amount if it is proved by clear and convincing evidence that his action or
failure to act involved an act or omission undertaken with deliberate intent to
cause injury to the corporation or undertaken with reckless disregard for the
best interests of the corporation and (2) reasonably cooperate with the
corporation concerning the action, suit, or proceeding.
Section 1701.13(E)(6) provides that the indemnification provided
under Section 1701.13(E) shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under the articles of
incorporation or code of regulations of Registrant. Furthermore, Section
1701.13(E)(7) authorizes a corporation to purchase and maintain insurance, or
furnish similar protection, on behalf of any person who is or was a director,
officer, employee, or agent of the corporation against any liability asserted
against the individual and incurred by the individual in such capacity whether
or not the corporation would have the power to indemnify the individual against
liability under Section 1701.13(E).

              The directors and officers of the Company may also be indemnified
by the Company pursuant to Article VI of the Company's Amended Code of
Regulations which provides as follows:

Section 1. Definitions.

         For purposes of this Article, the following words and phrases shall
have the meanings designated below:

         a. "Claim" means, with respect to any Indemnified Individual, any and
all threatened, pending or completed claims, actions, suits or proceedings
(whether civil, criminal, administrative, investigative or otherwise and whether
under State or Federal law) and any and all appeals related thereto; and

         b. "Indemnified Individual" means, subject to Section 8 of this
Article, such of the following as the Board may determine (by a majority vote of
a quorum of disinterested Directors): all past, present and future Shareholders,
Directors, Officers, employees and other agents of the Corporation acting in any
capacity at the request of or on behalf of the Corporation; and

         c. "Liabilities" means any and all judgments, decrees, fines,
investigation costs, penalties, expenses, fees, amounts paid in settlement,
costs, losses, expenses (including, but not limited to, attorneys' fees and
court costs), charges, and any other liabilities actually and reasonably
incurred by an Indemnified Individual with respect to any Claim, either before
or after final disposition of the Claim.

Section 2. Indemnification for Third-Party Claims.

         To the fullest extent authorized or permitted by law, the Shareholders
hereby determine that the Corporation shall indemnify and save harmless any and
all Indemnified Individuals from and against all Liabilities arising or
resulting from any Claim (other than a Claim by or in the right of the
Corporation), under which the Indemnified Individual is a party or participant
because of actions or omissions of the Corporation or of the Indemnified
Individual or of any Shareholder, Director, Officer, employee, agent or other
Person acting in any capacity at the request of or on behalf of the Corporation,
if such Indemnified Individual has acted in good faith and in a manner the
Indemnified Individual reasonably believed to be in and not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, if the Indemnified Individual had no reasonable cause to believe the
Indemnified Individual's conduct was unlawful; provided, however, that (unless
otherwise determined by a majority vote of a quorum of disinterested Directors)
the Corporation shall not indemnify or save harmless an Indemnified Individual
for such Person's willful misconduct.
Section 3. Indemnification for Claims by or in the Right of the Corporation.

         To the fullest extent authorized or permitted by law, the Shareholders
hereby determine that the Corporation shall indemnify and save harmless any and
all Indemnified Individuals from and against all Liabilities arising or
resulting from any Claim by or in the right of the Corporation, under which the
Indemnified Individual is a party or participant because of actions or omissions
of the Corporation or of the Indemnified Individual or of any Shareholder,
Director, Officer, employee, agent or other Person acting in any capacity at the
request of or on behalf of the Corporation, if the Indemnified Individual acted
in good faith and in a manner the Indemnified Individual reasonably believed to
be in (or not opposed to) the best interests of the Corporation; provided,
however, that the Corporation shall not indemnify or save harmless an
Indemnified Individual for (i) such Person's adjudicated negligence or
misconduct in the performance of the Indemnified Individual's duty to the
Corporation, or (ii) a violation of Section 1701.95 of the Ohio Revised Code.

Section 4. Release from Liability and Contribution.

         To the fullest extent authorized or permitted by law, no Indemnified
Individual shall be liable to the Corporation or to any other Person and no
Claim shall be maintained against any Indemnified Individual by the Corporation
(or, for the Corporation's benefit, by any other Shareholder) because of any
action or omission (except for willful misconduct, unless otherwise determined
by a majority vote of a quorum of disinterested Directors) of such Indemnified
Individual in any capacity at the request of or on behalf of the Corporation;
provided, however, that an Indemnified Individual shall be liable to the
Corporation for the Indemnified Individual's willful misconduct, unless
otherwise determined by a majority vote of a quorum of disinterested Directors.
To the fullest extent authorized or permitted by law, no Indemnified Individual
shall be responsible for or be required to contribute to the payment of any
Liabilities incurred by the Corporation or by any other Indemnified Individual
because of the actions or omissions (except for willful misconduct, unless
otherwise determined by a majority vote of a quorum of disinterested Directors)
of any Indemnified Individual serving in any capacity at the request of or on
behalf of the Corporation; provided, however, that an indemnified Individual
shall be liable to the Corporation and to any other Indemnified Individual for
the Indemnified Individual's willful misconduct, unless otherwise determined by
a majority vote of a quorum of disinterested Directors.

Section 5. Subrogation.

         To the extent of any payment by the Corporation under this Article, the
Corporation: (i) shall be subrogated to all the Indemnified Individual's rights
of recovery from any other Person and, as a condition precedent to any
indemnification or other rights under this Article, such Indemnified Individual
shall execute all reasonable documents and take all reasonable actions requested
by the Corporation to implement the Corporation's right of subrogation, and (ii)
hereby waives any right of subrogation against or contribution from an
Indemnified Individual.

Section 6. Insurance and Similar Protection.

         Whether or not the indemnification, release and other provisions of
Section 2, Section 3 or Section 4 of this Article apply, the Corporation may
purchase and maintain insurance upon and/or furnish similar protection
(including, but not limited to: trust funds, letters of credit and
self-insurance) for any Indemnified Individual to cover any Liabilities such
Indemnified Individual might incur from the exercise of the Indemnified
Individual's duties for the Corporation or from such Indemnified Individual's
capacity as an agent or representative of the Corporation.

Section 7. Other Rights.

         The provisions of this Article shall be in addition to and shall not
exclude or limit any rights or benefits to which any Indemnified Individual is
or may be otherwise entitled: (a) as a matter of law or statute; (b) by the
Articles of Incorporation, Regulations or any bylaws; (c) by any agreement; (d)
by the vote of Shareholders or Directors; or (e) otherwise.

Section 8. Conditions and Limitations.

         a. As a condition precedent to the indemnification, release and/or
performance of any other obligation of the Corporation under this Article, the
Indemnified Individual must first: (1) promptly notify the President or
Corporate Secretary of the Corporation of any actual or potential Claim; and (2)
authorize and permit the Corporation, in its sole discretion, to choose any
legal counsel to defend and otherwise handle the Claim and all proceedings and
matters related thereto (including, but not limited to, any counter-claims,
cross-claims and defenses); and (3) permit the Corporation to assume total,
complete and exclusive control of the Claim and all proceedings and matters
related thereto (including, but not limited to, any counter-claims, cross-claims
and defenses); and (4) in all respects, cooperate with the Corporation and its
counsel in the defense of the Claim and in the prosecution of any
counter-claims, cross-claims and defenses.

         b. At the Corporation's option, the Corporation's obligations under
this Article may cease and terminate (without notice or demand): (i) if the
Indemnified Individual is an employee of the Corporation, upon termination of
the Indemnified Individual's employment with the Corporation, or (ii) if the
Indemnified Individual is a Director or Officer, upon removal of such Director
or Officer for cause (as determined by the Board) in accordance with these
Regulations.

         Registrant carries directors' and officers' liability insurance
coverage which insures its directors and officers and the directors and officers
of its subsidiaries in certain circumstances.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8. EXHIBITS

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

         Number   Exhibit

          4.1*    Second Amended Articles of Incorporation of LNB Bancorp, Inc.

          4.2**   Amended Code of Regulations of LNB Bancorp, Inc.

          5       Opinion of Werner & Blank, LLC as to the legality of the
                  securities

          23.1    Consent of Werner & Blank, LLC (contained in Exhibit 5)

          23.2    Consent of KPMG LLP

          24      Power of Attorney

  *      Incorporated by reference to the Company's filing on Form 10-Q on
         November 14, 2000.

  **     Incorporated by reference to the Company's filing on Form 8-K on
         January 4,2001.
ITEM 9.  UNDERTAKINGS

          (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this Registration
                    Statement: (i) to include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933; (ii) to reflect in
                    the prospectus any facts or events arising after the
                    effective date of the registration statement (or the most
                    recent post-effective amendment thereof) which, individually
                    or in the aggregate, represent a fundamental change in the
                    information set forth in the registration statement.
                    Notwithstanding the foregoing, any increase or decrease in
                    volume of securities offered (if the total dollar value of
                    securities offered would not exceed that which was
                    registered) and any deviation from the low or high end of
                    the estimated maximum offering range may be reflected in the
                    form of prospectus filed with the Commission pursuant to
                    Rule 424(b) if, in the aggregate, the changes in volume and
                    price represent no more than a 20 percent change in the
                    maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in the effective
                    registration statement; and (iii) to include any material
                    information with respect to the plan of distribution not
                    previously disclosed in the Registration Statement or any
                    material change to such information in the Registration
                    Statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new Registration Statement relating
                    to the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.

               (3)  To remove from registration by means of a post-effective
                    amendment any of the securities being registered which
                    remain unsold at the termination of the offering.

          (b)  The undersigned Registrant hereby undertakes that, for purposes
               of determining any liability under the Securities Act of 1933,
               each filing of the Registrant's annual report pursuant to Section
               13(a) or Section 15(d) of the Securities Exchange Act of 1934
               (and, where applicable, each filing of an employee benefit plan's
               annual report pursuant to Section 15(d) of the Securities
               Exchange Act of 1934) that is incorporated by reference in the
               Registration Statement shall be deemed to be a new registration
               statement relating to the securities offered herein, and the
               offering of such securities at that time shall be deemed to be
               the initial bona fide offering thereof.

          (h)  Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors, officers
               and controlling persons of the Registrant pursuant to the
               foregoing provisions, or otherwise, the Registrant has been
               advised that in the opinion of the Securities and Exchange
               Commission such indemnification is against public policy as
               expressed in the Act and is, therefore, unenforceable. In the
               event that a claim for indemnification against such liabilities
               (other than the payment by the Registrant of expenses incurred or
               paid by a director, officer or controlling person of the
               Registrant in the successful defense of any action, suit or
               proceedings) is asserted by such director, officer or controlling
               person in connection with the securities being registered, the
               Registrant will, unless in the opinion of its counsel the matter
               has been settled by controlling precedent, submit to a court of
               appropriate jurisdiction the question whether such
               indemnification by it is against public policy as expressed in
               the Act and will be governed by the final adjudication of such
               issue.
SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lorain, State of Ohio, on May 11, 2004.

                                               LNB BANCORP, INC.

                                          By: /s/ Terry M. White
                                              ----------------------------------
                                               Terry M. White
                                               Executive Vice President,
                                               Chief Financial Officer and
                                               Corporate Secretary
                                               (Duly Authorized Representative)

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                                 TITLE                                      DATE
    ---------                                                 -----                                      ----
/s/  James F. Kidd                                           President,                                5/11/2004
----------------------------------                Chief Executive Officer and Director
James F. Kidd                                          (Principal Executive Officer)

/s/  Terry M. White                                   Executive Vice President and                     5/11/2004
----------------------------------                       Chief Financial Officer
Terry M. White                                        (Principal Financial Officer)

/s/  Mitchell J. Fallis                        Vice President and Chief Accounting Officer             5/11/2004
----------------------------------                   (Principal Accounting Officer)
Mitchell J. Fallis

Directors*
Daniel P. Batista
Robert M. Campana
Terry D. Goode
James R. Herrick
David M. Koethe
Benjamin G. Norton
Stanley G. Pijor
Jeffrey F. Riddell
Eugene M. Sofranko

* For each of the above directors pursuant to power of attorney filed with this
Registration Statement.

By: /s/ Terry M. White                                           May 11, 2004
    ------------------------------
    Terry M. White
   (pursuant to power of attorney)
EXHIBIT INDEX
EXHIBIT NUMBER                    EXHIBIT DESCRIPTION
   --------------                    -------------------
4.1*         Second Amended Articles of Incorporation of LNB Bancorp, Inc.
       4.2**        Amended Code of Regulations of LNB Bancorp, Inc.
       5            Opinion of Werner & Blank, LLC as to the legality of the securities
      23.1          Consent of Werner & Blank, LLC (contained in Exhibit 5)
      23.2          Consent of KPMG LLP
      24            Power of Attorney
*      Incorporated by reference to the Company's filing on Form 10-Q on
       November 14, 2000.

**     Incorporated by reference to the Company's filing on Form 8-K on
       January 4, 2001.