<PAGE> 1

     As filed with the Securities and Exchange Commission on December 28, 2001
                                                Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                        LAWRENCE FINANCIAL HOLDINGS, INC.
   (exact name of registrant as specified in its certificate of incorporation)

       Maryland                                            37-1724442
(state or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                             311 South Fifth Street
                               Ironton, Ohio 45638
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                        LAWRENCE FINANCIAL HOLDINGS, INC.
                         2001 STOCK-BASED INCENTIVE PLAN

                            (Full Title of the Plan)

                       -----------------------------------

Jack L. Blair                                     Copies to:
President and Chief Executive Officer             Thomas P. Hutton, Esquire
Lawrence Financial Holdings, Inc.                 Aaron M. Kaslow, Esquire
311 South Fifth Street                            Muldoon Murphy & Faucette LLP
Ironton, Ohio 45638                               5101 Wisconsin Avenue, N.W.
(740) 532-0263                                    Washington, D.C.  20016
                                                  (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
<TABLE>
<CAPTION>
========================================================================================================================
   Title of each Class of          Amount to be       Proposed Purchase       Estimated Aggregate       Registration
Securities to be Registered       Registered(1)        Price Per Share          Offering Price              Fee
------------------------------------------------------------------------------------------------------------------------
      <S>                           <C>                   <C>                       <C>                     <C>
       Common Stock                   77,582
      $.01 par Value                Shares (2)            $14.45(3)                 $1,121,060               $281
------------------------------------------------------------------------------------------------------------------------
       Common Stock                   31,033
      $.01 par Value                 Shares(4)            $14.45(5)                 $  448,427               $113
========================================================================================================================

(1)  Together with an indeterminate  number of additional  shares  which may be necessary to adjust the number of shares
     reserved  for issuance  pursuant to the  Lawrence  Financial Holdings,  Inc. 2001 Stock-Based  Incentive  Plan (the
     "Incentive  Plan") as the result of a stock split, stock dividend or similar adjustment  of the outstanding  common
     stock of Lawrence Financial Holdings, Inc. ("Common Stock") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents  the  total number  of  shares  of  Common Stock available for issuance as stock options pursuant to the
     Incentive Plan.
(3)  The fair market value of the Common Stock on December 26, 2001, at which stock options for 77,582 shares of Common
     Stock are available for grant under the Incentive Plan.
(4)  Represents the total number of shares of Common Stock available for issuance as restricted stock awards  under  the
     Incentive Plan.
(5)  The  fair market value  of the Common  Stock on  December 26, 2001,  at which 31,033 shares  of  Common Stock  are
     available to be awarded as restricted stock under the Incentive Plan.
</TABLE>

This  Registration  Statement  shall become effective immediately upon filing in
accordance  with Section 8(a) of  the  Securities   Act of 1933, as amended (the
"Securities Act") and 17 C.F.R. Section 230.462



<PAGE> 2



LAWRENCE FINANCIAL HOLDINGS, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The document  containing the information for the Lawrence Financial
Holdings,  Inc. 2001 Stock-Based  Incentive Plan (the "Incentive Plan") required
by  Part  I of  the  Registration  Statement  will  be  sent  or  given  to  the
participants in the Incentive Plan as specified by Rule 428(b)(1).  The document
is not filed with the Securities and Exchange Commission (the "SEC") either as a
part of this Registration  Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

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

           (a)   The Form 10-KSB, Annual Report, filed by the Registrant for the
fiscal  year ended  December 31, 2000,  (File No. 000-31847), which includes the
consolidated balance sheets of Lawrence  Financial Holdings, Inc. as of December
31, 2000, and 1999, and related consolidated statements of income, comprehensive
income, changes in shareholders' equity and cash flows for the years then ended,
filed  with  the  SEC on  March 30, 2001, as amended and refiled with the SEC on
April 3, 2001.

           (b)   The  Form 10-QSB  report filed by the Registrant for the fiscal
quarter  ended March 31, 2001, June 30, 2001, and  September 30, 2001  (File No.
000-31847), filed with the SEC on May 14, 2001,  August 7, 2001 and  November 9,
2001, respectively.

           (c)   The  description of the Registrant's  Common Stock contained in
Registrant's  Form 8-A (File No.  000-31847),  as filed with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule 12b-15 promulgated thereunder,  on October 26, 2000, and declared effective
November 13, 2000, as  incorporated  by reference  from the Company's  Form SB-2
(File No. 333- 45404) declared effective on November 13, 2000.

           (d)   All documents  filed  by the  Registrant  and the  Plan,  where
applicable,  pursuant to Section  13(a) and (c), 14 or 15(d) of the Exchange Act
after the date  hereof  and prior to the  filing of a  post-effective  amendment
which deregisters all securities then remaining unsold.

           ANY  STATEMENT  CONTAINED  IN THIS  REGISTRATION  STATEMENT,  OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT
TO THE EXTENT THAT A STATEMENT  CONTAINED HEREIN,  OR IN ANY OTHER  SUBSEQUENTLY
FILED  DOCUMENT  WHICH  ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED  BY
REFERENCE HEREIN,  MODIFIES OR SUPERSEDES SUCH STATEMENT.  ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.



<PAGE> 3


ITEM 4.  DESCRIPTION OF SECURITIES

The Common Stock to be offered pursuant to the Plan has been registered pursuant
to Section 12(g) of the  Exchange Act. Accordingly, a  description of the Common
Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

Article  TENTH of  the  Registrant's Certificate  of  Incorporation  provides as
follows:

         TENTH: The  Corporation shall indemnify (A) its directors and officers,
whether serving  the  Corporation  or  at  its  request any other entity, to the
fullest extent  required or  permitted  by  the  general  laws  of  the State of
Maryland now or hereafter in force, including the advance  of expenses under the
procedures required, and (B) other employees  and agents to such extent as shall
be authorized   by  the  Board  of  Directors or the Corporation's Bylaws and be
permitted by law. The foregoing rights of indemnification shall not be exclusive
of any rights to which those seeking  indemnification may be entitled. The Board
of  Directors  may  take  such  action  as  is  necessary  to  carry  out  these
indemnification  provisions  and  is expressly  empowered  to adopt, approve and
amend from time to time such Bylaws, resolutions or  contracts implementing such
provisions  or  such further indemnification arrangements as may be permitted by
law.  No  amendment  of  the  Articles of Incorporation of the Corporation shall
limit or  eliminate the right to indemnification provided hereunder with respect
to acts or omissions occurring prior to such amendment or repeal.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.






<PAGE> 4



ITEM 8.   LIST OF EXHIBITS.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):

         4      Lawrence  Financial  Holdings,  Inc. 2001  Stock-Based Incentive
                Plan.1

         5      Opinion  of Muldoon  Murphy & Faucette LLP as to the legality of
                the Common Stock to be issued.

         23.0   Consent  of  Muldoon  Murphy  &  Faucette  LLP (contained in the
                opinion included in Exhibit 5).

         23.1   Consent of Crowe, Chizek and Company LLP.

         24     Power of Attorney (located on the signature page.)


























----------------------
         1  Incorporated  herein by  reference  from Appendix A contained in the
Proxy Statement on Form DEF 14A (SEC No. 000-31847).




<PAGE> 5



ITEM 9.   UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which it offers or sells
                  securities, a post-effective amendment to this Registration
                  Statement to:

                  (i)      Include any Prospectus  required  by Section 10(a)(3)
                           of the Securities Act;

                  (ii)     Reflect in the  Prospectus any facts or events which,
                           individually  or  together,  represent  a fundamental
                           change  in  the   information  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 SEC 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)    Include    any   additional   or   changed   material
                           information   on   the   plan  of   distribution  not
                           previously disclosed in the Registration Statement or
                           any  material  change  to  such  information  in  the
                           Registration   Statement   unless   the   information
                           required  by  (i) and (ii) is  contained  in periodic
                           reports  filed  by the Registrant pursuant to Section
                           13 or 15(d) of the Exchange Act that are incorporated
                           by reference into this Registration Statement;

         (2)      For  determining  liability under the Securities Act, to treat
                  each post-effective amendment as a new Registration  Statement
                  of the securities offered,  and the offering of the securities
                  at that time to be the initial bona fide offering thereof.

         (3)      To file a post-effective amendment to remove from registration
                  any  of  the  securities  that remain unsold at the end of the
                  Offering.

         (4)      That,  for  purposes  of  determining  any liability under the
                  Securities Act,  each filing of the Registrant's or the Plan's
                  annual   report  pursuant  to  Section  13(a)  or 15(d) of the
                  Exchange   Act 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.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be  permitted  to trustees,  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 SEC 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 trustee,  officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such trustee,  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




<PAGE> 6



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> 7



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Lawrence
Financial Holdings, Inc. certifies that is 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 Ironton, Ohio on December 28, 2001.

                                LAWRENCE FINANCIAL HOLDINGS, INC.


                                By: /s/Jack L. Blair
                                    ----------------------------------------
                                    Jack L. Blair
                                    President and Chief Executive Officer


           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.

           KNOW ALL MEN BY THESE  PRESENT,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Jack L. Blair as his or her true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities to sign any or all  amendments to the Form S-8  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in  connection  therewith,  with the U.S.  Securities  and Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agent or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.


      Name                              Title                       Date
      ----                              -----                       ----

/s/ Jack L. Blair           Director, President and Chief      December 28, 2001
-------------------------   Executive Officer
Jack L. Blair               (principal executive officer)


/s/ Rob Roy Walters         Chief Financial Officer            December 28, 2001
-------------------------   (principal accounting and
RobRoy Walters              financial officer)


/s/ Tracy E. Brammer, Jr.   Chairman of the Board              December 28, 2001
-------------------------
Tracy E. Brammer, Jr.



/s/ Charles E. Austin, II   Director                           December 28, 2001
-------------------------
Charles E. Austin, II






<PAGE> 8





/s/ Herbert J. Karlet       Director                           December 28, 2001
------------------------
Herbert J. Karlet


/s/ Phillip O. McMahon      Director                           December 28, 2001
------------------------
Phillip O. McMahon


/s/ Robert N. Taylor        Director                           December 28, 2001
------------------------
Robert N. Taylor
[{"type": "S-8", "sequence": "1", "filename": "lawrences8.txt", "secsgml_size_bytes": 17845}]
{"company-data": {"conformed-name": "LAWRENCE FINANCIAL HOLDINGS INC", "cik": "0001121577", "assigned-sic": "6035", "irs-number": "311724442", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76086", "film-number": "1825551"}, "business-address": {"street1": "311 SOUTH FIFTH STREET", "city": "IRONTON", "state": "OH", "zip": "45638", "phone": "7405320263"}, "mail-address": {"street1": "311 SOUTH FIFTH STREET", "city": "IRONTON", "state": "OH", "zip": "45638"}}
1

     As filed with the Securities and Exchange Commission on December 28, 2001
                                                Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                        LAWRENCE FINANCIAL HOLDINGS, INC.
   (exact name of registrant as specified in its certificate of incorporation)

       Maryland                                            37-1724442
(state or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                             311 South Fifth Street
                               Ironton, Ohio 45638
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                        LAWRENCE FINANCIAL HOLDINGS, INC.
                         2001 STOCK-BASED INCENTIVE PLAN

                            (Full Title of the Plan)

                       -----------------------------------

Jack L. Blair                                     Copies to:
President and Chief Executive Officer             Thomas P. Hutton, Esquire
Lawrence Financial Holdings, Inc.                 Aaron M. Kaslow, Esquire
311 South Fifth Street                            Muldoon Murphy & Faucette LLP
Ironton, Ohio 45638                               5101 Wisconsin Avenue, N.W.
(740) 532-0263                                    Washington, D.C.  20016
                                                  (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
========================================================================================================================
   Title of each Class of          Amount to be       Proposed Purchase       Estimated Aggregate       Registration
Securities to be Registered       Registered(1)        Price Per Share          Offering Price              Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock                   77,582
      $.01 par Value                Shares (2)            $14.45(3)                 $1,121,060               $281
------------------------------------------------------------------------------------------------------------------------
       Common Stock                   31,033
      $.01 par Value                 Shares(4)            $14.45(5)                 $  448,427               $113
========================================================================================================================

(1)  Together with an indeterminate  number of additional  shares  which may be necessary to adjust the number of shares
     reserved  for issuance  pursuant to the  Lawrence  Financial Holdings,  Inc. 2001 Stock-Based  Incentive  Plan (the
     "Incentive  Plan") as the result of a stock split, stock dividend or similar adjustment  of the outstanding  common
     stock of Lawrence Financial Holdings, Inc. ("Common Stock") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents  the  total number  of  shares  of  Common Stock available for issuance as stock options pursuant to the
     Incentive Plan.
(3)  The fair market value of the Common Stock on December 26, 2001, at which stock options for 77,582 shares of Common
     Stock are available for grant under the Incentive Plan.
(4)  Represents the total number of shares of Common Stock available for issuance as restricted stock awards  under  the
     Incentive Plan.
(5)  The  fair market value  of the Common  Stock on  December 26, 2001,  at which 31,033 shares  of  Common Stock  are
     available to be awarded as restricted stock under the Incentive Plan.
This  Registration  Statement  shall become effective immediately upon filing in
accordance  with Section 8(a) of  the  Securities   Act of 1933, as amended (the
"Securities Act") and 17 C.F.R. Section 230.462
2

LAWRENCE FINANCIAL HOLDINGS, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The document  containing the information for the Lawrence Financial
Holdings,  Inc. 2001 Stock-Based  Incentive Plan (the "Incentive Plan") required
by  Part  I of  the  Registration  Statement  will  be  sent  or  given  to  the
participants in the Incentive Plan as specified by Rule 428(b)(1).  The document
is not filed with the Securities and Exchange Commission (the "SEC") either as a
part of this Registration  Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

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

           (a)   The Form 10-KSB, Annual Report, filed by the Registrant for the
fiscal  year ended  December 31, 2000,  (File No. 000-31847), which includes the
consolidated balance sheets of Lawrence  Financial Holdings, Inc. as of December
31, 2000, and 1999, and related consolidated statements of income, comprehensive
income, changes in shareholders' equity and cash flows for the years then ended,
filed  with  the  SEC on  March 30, 2001, as amended and refiled with the SEC on
April 3, 2001.

           (b)   The  Form 10-QSB  report filed by the Registrant for the fiscal
quarter  ended March 31, 2001, June 30, 2001, and  September 30, 2001  (File No.
000-31847), filed with the SEC on May 14, 2001,  August 7, 2001 and  November 9,
2001, respectively.

           (c)   The  description of the Registrant's  Common Stock contained in
Registrant's  Form 8-A (File No.  000-31847),  as filed with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule 12b-15 promulgated thereunder,  on October 26, 2000, and declared effective
November 13, 2000, as  incorporated  by reference  from the Company's  Form SB-2
(File No. 333- 45404) declared effective on November 13, 2000.

           (d)   All documents  filed  by the  Registrant  and the  Plan,  where
applicable,  pursuant to Section  13(a) and (c), 14 or 15(d) of the Exchange Act
after the date  hereof  and prior to the  filing of a  post-effective  amendment
which deregisters all securities then remaining unsold.

           ANY  STATEMENT  CONTAINED  IN THIS  REGISTRATION  STATEMENT,  OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT
TO THE EXTENT THAT A STATEMENT  CONTAINED HEREIN,  OR IN ANY OTHER  SUBSEQUENTLY
FILED  DOCUMENT  WHICH  ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED  BY
REFERENCE HEREIN,  MODIFIES OR SUPERSEDES SUCH STATEMENT.  ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.
3

ITEM 4.  DESCRIPTION OF SECURITIES

The Common Stock to be offered pursuant to the Plan has been registered pursuant
to Section 12(g) of the  Exchange Act. Accordingly, a  description of the Common
Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

Article  TENTH of  the  Registrant's Certificate  of  Incorporation  provides as
follows:

         TENTH: The  Corporation shall indemnify (A) its directors and officers,
whether serving  the  Corporation  or  at  its  request any other entity, to the
fullest extent  required or  permitted  by  the  general  laws  of  the State of
Maryland now or hereafter in force, including the advance  of expenses under the
procedures required, and (B) other employees  and agents to such extent as shall
be authorized   by  the  Board  of  Directors or the Corporation's Bylaws and be
permitted by law. The foregoing rights of indemnification shall not be exclusive
of any rights to which those seeking  indemnification may be entitled. The Board
of  Directors  may  take  such  action  as  is  necessary  to  carry  out  these
indemnification  provisions  and  is expressly  empowered  to adopt, approve and
amend from time to time such Bylaws, resolutions or  contracts implementing such
provisions  or  such further indemnification arrangements as may be permitted by
law.  No  amendment  of  the  Articles of Incorporation of the Corporation shall
limit or  eliminate the right to indemnification provided hereunder with respect
to acts or omissions occurring prior to such amendment or repeal.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
4

ITEM 8.   LIST OF EXHIBITS.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):

         4      Lawrence  Financial  Holdings,  Inc. 2001  Stock-Based Incentive
                Plan.1

         5      Opinion  of Muldoon  Murphy & Faucette LLP as to the legality of
                the Common Stock to be issued.

         23.0   Consent  of  Muldoon  Murphy  &  Faucette  LLP (contained in the
                opinion included in Exhibit 5).

         23.1   Consent of Crowe, Chizek and Company LLP.

         24     Power of Attorney (located on the signature page.)

----------------------
         1  Incorporated  herein by  reference  from Appendix A contained in the
Proxy Statement on Form DEF 14A (SEC No. 000-31847).
5

ITEM 9.   UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which it offers or sells
                  securities, a post-effective amendment to this Registration
                  Statement to:

                  (i)      Include any Prospectus  required  by Section 10(a)(3)
                           of the Securities Act;

                  (ii)     Reflect in the  Prospectus any facts or events which,
                           individually  or  together,  represent  a fundamental
                           change  in  the   information  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 SEC 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)    Include    any   additional   or   changed   material
                           information   on   the   plan  of   distribution  not
                           previously disclosed in the Registration Statement or
                           any  material  change  to  such  information  in  the
                           Registration   Statement   unless   the   information
                           required  by  (i) and (ii) is  contained  in periodic
                           reports  filed  by the Registrant pursuant to Section
                           13 or 15(d) of the Exchange Act that are incorporated
                           by reference into this Registration Statement;

         (2)      For  determining  liability under the Securities Act, to treat
                  each post-effective amendment as a new Registration  Statement
                  of the securities offered,  and the offering of the securities
                  at that time to be the initial bona fide offering thereof.

         (3)      To file a post-effective amendment to remove from registration
                  any  of  the  securities  that remain unsold at the end of the
                  Offering.

         (4)      That,  for  purposes  of  determining  any liability under the
                  Securities Act,  each filing of the Registrant's or the Plan's
                  annual   report  pursuant  to  Section  13(a)  or 15(d) of the
                  Exchange   Act 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.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be  permitted  to trustees,  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 SEC 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 trustee,  officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such trustee,  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
6

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.
7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Lawrence
Financial Holdings, Inc. certifies that is 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 Ironton, Ohio on December 28, 2001.

                                LAWRENCE FINANCIAL HOLDINGS, INC.

                                By: /s/Jack L. Blair
                                    ----------------------------------------
                                    Jack L. Blair
                                    President and Chief Executive Officer

           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.

           KNOW ALL MEN BY THESE  PRESENT,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Jack L. Blair as his or her true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities to sign any or all  amendments to the Form S-8  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in  connection  therewith,  with the U.S.  Securities  and Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agent or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

      Name                              Title                       Date
      ----                              -----                       ----

/s/ Jack L. Blair           Director, President and Chief      December 28, 2001
-------------------------   Executive Officer
Jack L. Blair               (principal executive officer)

/s/ Rob Roy Walters         Chief Financial Officer            December 28, 2001
-------------------------   (principal accounting and
RobRoy Walters              financial officer)

/s/ Tracy E. Brammer, Jr.   Chairman of the Board              December 28, 2001
-------------------------
Tracy E. Brammer, Jr.

/s/ Charles E. Austin, II   Director                           December 28, 2001
-------------------------
Charles E. Austin, II
8

/s/ Herbert J. Karlet       Director                           December 28, 2001
------------------------
Herbert J. Karlet

/s/ Phillip O. McMahon      Director                           December 28, 2001
------------------------
Phillip O. McMahon

/s/ Robert N. Taylor        Director                           December 28, 2001
------------------------
Robert N. Taylor