<HTML>
<HEAD>
<TITLE>Form S-8 Registration Statement
</TITLE>
</HEAD>
<BODY>
    <P ALIGN=LEFT>As filed with the Securities and Exchange Commission on May 17, 2002</P>
<P ALIGN=RIGHT>Registration No. 333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P>

<HR>

                       <CENTER>SECURITIES AND EXCHANGE COMMISSION<BR>
                             Washington, D.C. 20549</CENTER>
<BR>
<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>

<CENTER>FORM S-8<BR>

REGISTRATION STATEMENT<BR>

UNDER<BR>

THE SECURITIES ACT OF 1933</CENTER>

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<BR>

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<TR VALIGN=TOP>
<TD WIDTH=25% ALIGN=CENTER><P>Incorporated<BR>Under the Laws<BR>of Ohio </P></TD>
<TD WIDTH=40% ALIGN=CENTER><P>LENOX BANCORP, INC. <BR>4730 Montgomery Road <BR>
CINCINNATI, OHIO  45212 <BR>(513) 531-8655<BR><BR>  </P></TD>
<TD WIDTH=25% ALIGN=CENTER><P>I.R.S. Employer<BR>
       Identification No.<BR>
        31-0742526

</P>
</TD>
</TR>
</TABLE>

<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>
<BR>
<CENTER>LENOX  BANCORP,  INC.  2002  STOCKK  OPTION AND  INCENTIVE  PLAN<BR><BR>
LENOX BANCORP, INC. 2001 DIRECTORS&#146; STOCK OPTION PLAN</CENTER>
                                   <BR>
<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>
<BR>
                            <CENTER> Jane Schank<BR>
                             Lenox Bancorp, Inc.<BR>
                         4730 Montgomery Road<BR>
                             Cincinnati, Ohio 45212<BR>
                               (513) 531-8655<BR>
                         Facsimile: (513) 458-4669<BR>
                          (Agent for Service)</CENTER>
<BR>
<P ALIGN=CENTER>CALCULATION
OF REGISTRATION FEE</P>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=3% ALIGN=CENTER><P> <BR><BR>Title of<BR>Securities<BR>To Be Registered<BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>Common Stock,
<BR>No par value</P></TD>
<TD WIDTH=3% ALIGN=CENTER><P> <BR><BR>Amount<BR>To Be<BR>Registered(1)<BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>250,000 Shares</P></TD>
<TD WIDTH=3% ALIGN=CENTER><P>Proposed<BR>Maximum<BR>Offering<BR>Price<BR>Per Share(2)<BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>
$11 </P></TD>
<TD WIDTH=3% ALIGN=CENTER><P> Proposed<BR>Maximum<BR>Aggregate<BR>Offering<BR>Price(2)<BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>$2,750,000</P></TD>
<TD WIDTH=3% ALIGN=CENTER><P><BR><BR> Amount of<BR>Registration<BR>Fee(3)<BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>$253

</P>
</TD>
</TR>
</TABLE>
<BR><BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=8% ALIGN=LEFT><P>(1) </P></TD>
<TD WIDTH=92% ALIGN=LEFT><P>
This Registration Statement is filed for up to an additional 150,000 shares
issuable pursuant to the Lenox Bancorp, Inc. 2002 Stock Option and Incentive
Plan and 100,000 shares issuable pursuant to the Lenox Bancorp, Inc. 2001 Directors&#146;
Stock Option Plan.
</P>
</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=8% ALIGN=LEFT><P>(2) </P></TD>
<TD WIDTH=92% ALIGN=LEFT><P>
 Estimated solely for purposes of calculating registration fee.</P>
</TD>
</TR>
</TABLE>

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<TR VALIGN=TOP>
<TD WIDTH=8% ALIGN=LEFT><P>(3) </P></TD>
<TD WIDTH=92% ALIGN=LEFT><P>
Calculated pursuant to Rule 457(h) based on price of Lenox Bancorp, Inc. Common Stock on
May 15, 2002 at $11 per share listed over-the-counter through the National
Daily Quotation Service "Pink Sheet" published by the National Quotation
Bureau, Inc..</P>
</TD>
</TR>
</TABLE>


<BR><BR>
<PAGE>



<H4 ALIGN=CENTER>PART II</H4>

<H4 ALIGN=CENTER>INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT</H4>

<H4 ALIGN=LEFT>Item 3.&nbsp;&nbsp;&nbsp;
Incorporation of Documents by Reference</H4>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following documents filed by Lenox Bancorp, Inc. with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof: </P>

<OL><LI>       Lenox's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.<BR><BR>

<LI>       Lenox's Form 8-K filed on April 22, 2002.<BR><BR>

<LI>       The description of Lenox's common stock contained in its Registration  Statement on Form 8-A, filed with the SEC on April
                  8, 1996 (File No. 0-28162).</OL>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
reports and other documents subsequently filed by Lenox pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all Common Stock
offered has been sold or which deregisters all Common Stock then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents. </P>

<H4 ALIGN=LEFT>Item 4.&nbsp;&nbsp;&nbsp;
Description of Securities</H4>

         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</P>

<H4 ALIGN=LEFT>Item 5. Interests&nbsp;&nbsp;&nbsp;
of Named Experts and Counsel</H4>

         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</P>

<H4 ALIGN=LEFT>Item 6.&nbsp;&nbsp;&nbsp;
Indemnification of Directors and Officers</H4>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Ohio
Revised Code, Section 1701.13(E), allows indemnification by the registrant to
any person made or threatened to be made a party to any proceedings, other than
a proceeding by or in the right of the registrant, by reason of the fact that he
is or was a director, officer, employee or agent of the registrant, against
expenses, including judgment and fines, if he acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
registrant and, with respect to criminal actions, in which he had no reasonable
cause to believe that his conduct was unlawful. Similar provisions apply to
actions brought by or in the right of the registrant, except that no
indemnification shall be made in such cases when the person shall have been
adjudged to be liable for negligence or misconduct to the registrant unless
deemed otherwise by the court. Indemnification is to be made by a majority vote
of a quorum of disinterested directors or the written opinion of independent
counsel or by the shareholders or by the court. Lenox&#146;s Code of Regulations
provides that Lenox shall indemnify its directors and officers to the fullest
extent not prohibited by law and makes the right to indemnification a contract
right. Additionally, Lenox maintains director and officer liability insurance
which provides coverage against certain liabilities. </P>
<PAGE>

<H4 ALIGN=LEFT>Item 7.&nbsp;&nbsp;&nbsp;
Exemption from Registration Claimed</H4>

         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</P>


<H4 ALIGN=LEFT>Item 8. Exhibits*</H4>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT><P>Exhibit 4.1 </P></TD>
<TD WIDTH=85% ALIGN=LEFT><P>
Lenox  Bancorp,  Inc.  2002 Stock Option and  Incentive  Plan  (incorporated  by
reference to Lenox's  proxy  materials  filed with the  Securities  and Exchange
Commission on March 27, 2002).</P>
</TD>
</TR>
</TABLE><BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT><P>Exhibit 4.2 </P></TD>
<TD WIDTH=85% ALIGN=LEFT><P>
                Lenox Bancorp,  Inc. 2001 Directors'  Stock Option Plan  (incorporated by reference to Lenox's Form 10-K for the
                           year ended March 31, 2001 filed with the Securities and Exchange Commission).
</P>
</TD>
</TR>
</TABLE><BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT><P>Exhibit 5 </P></TD>
<TD WIDTH=85% ALIGN=LEFT><P>
 Opinion of Keating, Muething &amp; Klekamp, P.L.L.
</P>
</TD>
</TR>
</TABLE><BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT><P>Exhibit 23.1</P></TD>
<TD WIDTH=85% ALIGN=LEFT><P>
   Consent of Clark, Schaefer, Hackett &amp; Co.
</P>
</TD>
</TR>
</TABLE><BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT><P>Exhibit 23.2</P></TD>
<TD WIDTH=85% ALIGN=LEFT><P>
               Consent of Keating, Muething &amp; Klekamp, P.L.L. (contained in Exhibit 5)
</P>
</TD>
</TR>
</TABLE><BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT><P>Exhibit 24 </P></TD>
<TD WIDTH=85% ALIGN=LEFT><P>
  Power of Attorney (contained in the signature page)
</P>
</TD>
</TR>
</TABLE><BR>
<HR WIDTH=10% ALIGN=LEFT>


         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;* All exhibits are filed herewith unless otherwise indicated.</P>



<H4 ALIGN=LEFT>Item 9.&nbsp;&nbsp;&nbsp; Undertakings</H4>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.1&nbsp;&nbsp;&nbsp;
The undersigned registrant hereby undertakes 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 this 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 this
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% change
in the maximum aggregate offering price set forth in the &#147;Calculation of
Registration Fee&#148; table in the effective Registration Statement; (iii) to
include any material information with respect to the plan of distribution in the
Registration Statement; <U>provided</U>, however, that (i) and (ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.2&nbsp;&nbsp;&nbsp;
The undersigned registrant hereby undertakes 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. </P>
<PAGE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.3&nbsp;&nbsp;&nbsp;
The undersigned registrant hereby undertakes 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. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.4&nbsp;&nbsp;&nbsp;
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant&#146;s annual report pursuant to section 13(a) of section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan&#146;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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.5&nbsp;&nbsp;&nbsp;
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 proceeding) 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. </P>


<PAGE>


                                                                <P ALIGN=CENTER>SIGNATURES</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Cincinnati,
Ohio, on May 17, 2002. </P>
  <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=50% ALIGN=LEFT><P>
 LENOX BANCORP, INC.<BR><BR><BR><BR>



                                           By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ Jane Schank
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Jane Schank<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Secretary and Treasurer
</P>
</TD>
</TR>
</TABLE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. Each person whose signature appears below marked with an asterisk
hereby authorizes Jane Schank and John C. Lame as attorney-in-fact to sign on
his or her behalf individually and in each capacity indicated below, any
amendments, including post-effective amendments, to this Registration Statement. </P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT><P><U>Signature</U></P></TD>
<TD WIDTH=40% ALIGN=LEFT><P><U>Date</U></P></TD>
</TR>
</TABLE><BR><BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT><P><U>*/s/John C. Lame&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> <BR>John C. Lame<BR><BR>
<U>*/s/Gail R. Behymer&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> <BR>Gail R. Behymer<BR><BR>
<U>*/s/Guy E. Napier&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> <BR>Guy E. Napier<BR><BR>

<U>*/s/Gary P. Kreider&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> <BR>Gary P. Kreider<BR><BR>
<U>*/s/Jane Schank
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;</U> <BR>Jane Schank
</P></TD>
<TD WIDTH=40% ALIGN=LEFT><P>May 17, 2002<BR><BR><BR>May 17, 2002<BR><BR><BR>May 17, 2002<BR><BR><BR>
May 17, 2002<BR><BR><BR>May 17, 2002
</P>
</TD>
</TR>
</TABLE>
</BODY>
</HTML>
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Form S-8 Registration Statement
As filed with the Securities and Exchange Commission on May 17, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Incorporated
Under the Laws
of Ohio
LENOX BANCORP, INC.
4730 Montgomery Road
CINCINNATI, OHIO  45212
(513) 531-8655
I.R.S. Employer
Identification No.
31-0742526
LENOX  BANCORP,  INC.  2002  STOCKK  OPTION AND  INCENTIVE  PLAN
LENOX BANCORP, INC. 2001 DIRECTORS' STOCK OPTION PLAN
Jane Schank
Lenox Bancorp, Inc.
4730 Montgomery Road
Cincinnati, Ohio 45212
(513) 531-8655
Facsimile: (513) 458-4669
(Agent for Service)
CALCULATION
OF REGISTRATION FEE
Title of
Securities
To Be Registered
Common Stock,
No par value
Amount
To Be
Registered(1)
250,000 Shares
Proposed
Maximum
Offering
Price
Per Share(2)
$11
Proposed
Maximum
Aggregate
Offering
Price(2)
$2,750,000
Amount of
Registration
Fee(3)
$253
(1)
This Registration Statement is filed for up to an additional 150,000 shares
issuable pursuant to the Lenox Bancorp, Inc. 2002 Stock Option and Incentive
Plan and 100,000 shares issuable pursuant to the Lenox Bancorp, Inc. 2001 Directors'
Stock Option Plan.
(2)
Estimated solely for purposes of calculating registration fee.
(3)
Calculated pursuant to Rule 457(h) based on price of Lenox Bancorp, Inc. Common Stock on
May 15, 2002 at $11 per share listed over-the-counter through the National
Daily Quotation Service "Pink Sheet" published by the National Quotation
Bureau, Inc..
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.   
Incorporation of Documents by Reference
The
following documents filed by Lenox Bancorp, Inc. with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
Lenox's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
Lenox's Form 8-K filed on April 22, 2002.
The description of Lenox's common stock contained in its Registration  Statement on Form 8-A, filed with the SEC on April
                  8, 1996 (File No. 0-28162).
All
reports and other documents subsequently filed by Lenox pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all Common Stock
offered has been sold or which deregisters all Common Stock then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents.
Item 4.   
Description of Securities
Not applicable.
Item 5. Interests   
of Named Experts and Counsel
Not applicable.
Item 6.   
Indemnification of Directors and Officers
Ohio
Revised Code, Section 1701.13(E), allows indemnification by the registrant to
any person made or threatened to be made a party to any proceedings, other than
a proceeding by or in the right of the registrant, by reason of the fact that he
is or was a director, officer, employee or agent of the registrant, against
expenses, including judgment and fines, if he acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
registrant and, with respect to criminal actions, in which he had no reasonable
cause to believe that his conduct was unlawful. Similar provisions apply to
actions brought by or in the right of the registrant, except that no
indemnification shall be made in such cases when the person shall have been
adjudged to be liable for negligence or misconduct to the registrant unless
deemed otherwise by the court. Indemnification is to be made by a majority vote
of a quorum of disinterested directors or the written opinion of independent
counsel or by the shareholders or by the court. Lenox's Code of Regulations
provides that Lenox shall indemnify its directors and officers to the fullest
extent not prohibited by law and makes the right to indemnification a contract
right. Additionally, Lenox maintains director and officer liability insurance
which provides coverage against certain liabilities.
Item 7.   
Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits*
Exhibit 4.1
Lenox  Bancorp,  Inc.  2002 Stock Option and  Incentive  Plan  (incorporated  by
reference to Lenox's  proxy  materials  filed with the  Securities  and Exchange
Commission on March 27, 2002).
Exhibit 4.2
Lenox Bancorp,  Inc. 2001 Directors'  Stock Option Plan  (incorporated by reference to Lenox's Form 10-K for the
                           year ended March 31, 2001 filed with the Securities and Exchange Commission).
Exhibit 5
Opinion of Keating, Muething & Klekamp, P.L.L.
Exhibit 23.1
Consent of Clark, Schaefer, Hackett & Co.
Exhibit 23.2
Consent of Keating, Muething & Klekamp, P.L.L. (contained in Exhibit 5)
Exhibit 24
Power of Attorney (contained in the signature page)
* All exhibits are filed herewith unless otherwise indicated.
Item 9.    Undertakings
9.1   
The undersigned registrant hereby undertakes 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 this 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 this
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% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; (iii) to
include any material information with respect to the plan of distribution in the
Registration Statement;
provided
, however, that (i) and (ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
9.2   
The undersigned registrant hereby undertakes 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.
9.3   
The undersigned registrant hereby undertakes 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.
9.4   
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) of 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
9.5   
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 proceeding) 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
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 Cincinnati,
Ohio, on May 17, 2002.
LENOX BANCORP, INC.
By:
/s/ Jane Schank
Jane Schank
Secretary and Treasurer
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. Each person whose signature appears below marked with an asterisk
hereby authorizes Jane Schank and John C. Lame as attorney-in-fact to sign on
his or her behalf individually and in each capacity indicated below, any
amendments, including post-effective amendments, to this Registration Statement.
Signature
Date
*/s/John C. Lame
John C. Lame
*/s/Gail R. Behymer
Gail R. Behymer
*/s/Guy E. Napier
Guy E. Napier
*/s/Gary P. Kreider
Gary P. Kreider
*/s/Jane Schank
Jane Schank
May 17, 2002
May 17, 2002
May 17, 2002
May 17, 2002
May 17, 2002