<PAGE> 1

    As filed with the Securities and Exchange Commission on July 22, 1998
                                               Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                               LENOX BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

OHIO                                      6035                  31-1445959
(state or other jurisdiction of     (Primary Standard          (IRS Employer 
incorporation or organization)   Classification Code Number) Identification No.)

                                5255 BEECH STREET
                             ST. BERNARD, OHIO 45217
                                 (513) 242-6900
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                     LENOX BANCORP, INC. 1997 INCENTIVE PLAN
                            (Full Title of the Plan)
                          ----------------------------

                                          COPIES TO:
VIRGINIA DEISCH                           LORI M. BERESFORD, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER     MULDOON, MURPHY & FAUCETTE
LENOX BANCORP, INC.                       5101 WISCONSIN AVENUE, N.W.
5255 BEECH STREET                         WASHINGTON, DC  20016
ST. BERNARD, OHIO 45217                   (202) 362-0840
(513) 242-6900
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after this Registration Statement becomes effective.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. / X /
                               ----
<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(2)       Fee
---------------------------------------------------------------------------------------------------
   <S>                        <C>                 <C>                <C>               <C>
    Common Stock                42,567
   $.01 par Value             Shares (3)          $15.22 (4)         $647,870          $192
---------------------------------------------------------------------------------------------------
    Common Stock               17,027
   $.01 par Value             Shares (5)          $15.70 (6)         $267,309          $ 79
===================================================================================================

(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 Lenox  Bancorp,  Inc. 1997 Incentive Plan (the "Plan") as the result of a
   stock split,  stock dividend or similar  adjustment of the outstanding Common
   Stock of Lenox Bancorp, Inc., pursuant to 17 C.F.R. ss.230.416(a).
(2)Estimated solely for purposes of calculating the registration fee pursuant to
   17 C.F.R. ss.230.457(h)(1).
(3)Represents  the  total number  of shares currently  reserved or available for
   issuance as options pursuant to the Plan.
(4)Weighted average price determined by the average exercise price of $14.75 per
   share at which  options for 34,482 shares under the Plan have been granted to
   date and by $17.25 the market  value of the Common  Stock on July 20, 1998 as
   determined  by the sales price listed  over-the-counter  through the National
   Daily  Quotation  Service  "Pink Sheet"  published by the National  Quotation
   Bureau,  Inc.  for 8,085  shares for which  options have not yet been granted
   under the Plan.
(5)Represents  the total number of shares  currently  reserved or available  for
   issuance as stock awards under the Plan. 
(6)Weighted average price determined by the  market value of $14.75 per share at
   which  awards for 10,563  shares under the Plan have been granted to date and
   by $17.25 the market value of the Common Stock on July 20, 1998 as determined
   by the  sales  price  listed  over-the-counter  through  the  National  Daily
   Quotation  Service "Pink Sheet" published by the National  Quotation  Bureau,
   Inc. for 6,464  shares for which  awards have not yet been granted  under the
   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. SS.230.462.
Number of Pages 17
Exhibit Index begins on Page 12

<PAGE> 2



                               LENOX BANCORP, INC.

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

ITEMS 1 & 2. The documents  containing  the  information  for the Lenox Bancorp,
Inc.  (the  "Company"  or the  "Registrant")  1997  Incentive  Plan (the "Plan")
required by Part I of the  Registration  Statement  will be sent or given to the
participants  in the Plan as specified by Rule  428(b)(1).  Such 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  Company's  Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997, which include the consolidated  balance sheets of the Company
and its sole  subsidiary,  Lenox Savings Bank, as of December 31, 1997 and 1996,
and the related  consolidated  statements  of income,  changes in  stockholders'
equity  and cash  flows for each of the  years in the  three-year  period  ended
December 31, 1997, together with the related notes (File No. 0-28162) filed with
the SEC on March 25, 1998.

      (b) The Form 10-QSB report filed by the  Registrant for the fiscal quarter
ended March 31, 1998 (File No. 0-28162), filed with the SEC on May 15, 1998.

      (c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 0-28162),  as filed with the SEC on April 8, 1996 pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule 12b-15 promulgated thereunder.

      (d) All documents  filed by the  Registrant  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.



                                        2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The  validity of the Common Stock  offered  hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, D.C., special counsel to the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      (A)   OHIO REVISED CODE

            Division (E) of Section  1701.13 of the Ohio Revised Code authorizes
a corporation  to indemnify its officers and directors and to pay their expenses
subject to certain  limitation  and  exceptions.  Both Lenox  Savings  Bank (the
"Bank")  and  the   Company   have   adopted   provisions   providing   for  the
indemnification  of officers and directors in  accordance  with the Ohio Revised
Code.

      (B)   THE BANK'S AMENDED CONSTITUTION

      Article  Eight  of the  Amended  Constitution  of the  Bank  provides  for
indemnification of officers and directors as follows:

      Section 1. This Bank shall  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
this Bank,  by reason of the fact that he or she is or was a director or officer
of this Bank,  or is or was  serving at the  request of this Bank as a director,
trustee, officer, employee, or agent of another corporation, domestic or foreign
nonprofit or for profit, 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 or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she  reasonably  believed to be in or not opposed to the best interests of
this Bank and,  with  respect  to any  criminal  action  or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  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 act in good faith and in a manner he or she
reasonably  believed to be in or not opposed to the best  interests of this Bank
and, with respect to any criminal action or proceeding, he or she had reasonable
cause to believe that his conduct was unlawful.

      Section 2. This Bank shall  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 this  Bank to  procure  a
judgment  in its favor by reason of the fact that he or she is or was a director
or  officer of this Bank or is or was  serving at the  request of this Bank as a
director, trustee, officer, employee, or agent of another corporation,  domestic
or foreign, nonprofit or for profit, partnership,  joint venture, trust or other
enterprise, against expenses, including attorney's fees, actually and reasonably
incurred  by him or her in  connection  with the defense or  settlement  of such
action or suit if he or she acted in good faith and in a manner he or she

                                        3

<PAGE> 4



reasonably  believed to be in or not opposed to the best interests of this Bank,
except that no indemnification shall be made in respect of any of the following

      (A) Any claim,  issue, or matter as to which such person is adjudged to be
liable for  negligence or misconduct  in the  performance  of his or her duty to
this Bank  unless,  and only to the extent  that,  the Court of Common  Pleas of
Hamilton  County,  Ohio,  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 of Hamilton
County, Ohio, or such other court shall deem proper;

      (B) Any  action or suit in which  the only  liability  asserted  against a
director is pursuant to 1701.95 of the Ohio Revised Code.

      Section 3. To the extent that a director or officer has been successful on
      ---------
the merits or otherwise in defense of any action, suit or proceeding referred to
in Sections 1 or 2 of this Article Eight, or in defense of any claim,  issue, or
matter  therein,  he or she shall be  indemnified  against  expenses,  including
attorney's  fees,  actually and reasonably  incurred by him or her in connection
with the action, suit, or proceeding.

      Section  4. Any  indemnification  under  Sections  1 or 2 of this  Article
      ----------
Eight,  unless ordered by a court, shall be made by this Bank only as authorized
in the specific case upon a determination  that  indemnification of the director
or  officer  is  proper  in the  circumstances  because  he or she  has  met the
applicable  standard  of conduct  set forth in  Sections 1 or 2 of this  Article
Eight. Such determination shall be made as follows:

      (A) By a majority  vote of a quorum  consisting  of directors of this Bank
who were not and are not parties to or threatened  with any such action suit, or
proceeding,

      (B) If the quorum  described  in  Subsection  (A) of this Section 4 is not
obtainable  or if a  majority  vote of a quorum of  disinterested  directors  so
directs,  in a written  opinion  by  independent  legal  counsel  other  than an
attorney, or a firm having associated with it an attorney, who has been retained
by or who has performed  services for this Bank or any person to be  indemnified
within the past five years;

      (C)   By the shareholders;

      (D) By the Court of Common Pleas of Hamilton County, Ohio, or the court in
which such action suit, or proceeding was brought.

      Any determination made by the interested directors under Subsection (A) of
this Section 4 or by  independent  legal  counsel under  Subsection  (B) of this
Section 4 shall be promptly communicated to the person who threatened or brought
the  action  or suit by or in the  right of this  Bank  under  Section 2 of this
Article  Eight,  and  within ten days after  receipt of such  notification  such
person  shall have the right to petition  the Court of Common  Pleas of Hamilton
County,  Ohio,  or the court in which such  action or suit was brought to review
the reasonableness of such determination.

      Section 5.
      ---------

      (A)  Expenses,  including  attorney's  fees,  incurred  by a  director  in
defending the action suit, or proceeding  shall be paid by this Bank 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 or
she agrees to do both of the following


                                        4

<PAGE> 5



            (i) Repay  such  amount  if it is  proved  by clear  and  convincing
evidence in a court of competent  jurisdiction that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause injury to
this Bank or undertaken  with reckless  disregard for the best interests of this
Bank;

            (ii)  Reasonably  cooperate  with this Bank  concerning  the action,
suit, or proceeding.

      (B) Expenses,  including attorney's fees, incurred by a director, trustee,
officer,  employee,  or agent in  defending  any  action,  suit,  or  proceeding
referred to in Section 2 of this Article Eight, may be paid by this Bank as they
are  incurred,  in advance of the final  disposition  of the  action,  suit,  or
proceeding  as  authorized by the directors in the specific case upon receipt of
an undertaking by or on behalf of the director,  trustee, officer,  employee, or
agent to repay such amount, if it ultimately is determined that he or she is not
entitled to be indemnified by this Bank.

      Section 6. The indemnification  authorized by this Article Eight shall not
      ---------
be exclusive  of and shall be in addition to, any other rights  granted to those
seeking  indemnification  under the Articles or the Constitution of this Bank or
any agreement,  vote of shareholders or disinterested  directors,  or otherwise,
both as to action in his official  capacity and as to action in another capacity
while holding such office,  and shall  continue as to a person who has ceased to
be a director or officer and shall inure to the benefit of the heirs, executors,
and administrators of such a person.

      Section  7. This Bank may  purchase  and  maintain  insurance  or  furnish
      ----------
similar protection, including but not limited to trust funds, letters of credit,
or  self-insurance,  on behalf of or for any  person  who is or was a  director,
officer, employee, or agent of this Bank, or is or was serving at the request of
this  Bank as a  director,  trustee,  officer,  employee,  or agent  of  another
corporation,  domestic or foreign, nonprofit or for profit,  partnership,  joint
venture, trust, or other enterprise,  against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his or
her status as such,  whether or not this Bank would have the power to  indemnify
him or her against such liability under this section. Insurance may be purchased
from or maintained with a person in which this Bank has a financial interest.

      Section 8. The  authority  of this Bank to indemnify  persons  pursuant to
      ---------
Sections 1 or 2 of this Article  Eight does not limit the payment of expenses as
they are incurred,  indemnification  insurance,  or other protection that may be
provided pursuant to Sections 5, 6 and 7. Sections 1 and 2 of this Article Eight
do not  create  any  obligation  to repay or return  payments  made by this Bank
pursuant to Sections 5, 6 or 7.

      Section 9. As used in this Article Eight,  references to this Bank include
      ---------
all  constituent  corporations  in a  consolidation  or  merger  and  the new or
surviving  corporation,  so that any person who is or was a  director,  officer,
employee, or agent of such a constituent corporation or is or was serving at the
request  of  such  constituent  corporation  as a  director,  trustee,  officer,
employee, or agent of another corporation, domestic or foreign, nonprofit or for
profit, partnership,  joint venture, trust, or other enterprise,  shall stand in
the same  position  under this  section  with  respect  to the new or  surviving
corporation  as he or she  would if he or she had  served  the new or  surviving
corporation in the same capacity.

      Section  10. Any  action,  suit or  proceeding  to  determine  a claim for
      -----------
indemnification  under  this  Article  Eight  may be  maintained  by the  person
claiming such  indemnification,  or by the  corporation,  in the Court of Common
Pleas of Hamilton County, Ohio. This Bank and (by claiming such indemnification)
each such person consent to the exercise of jurisdiction  over its or his person
by the Court of Common Pleas of Hamilton County,  Ohio, in any such action, suit
or proceeding.


                                        5

<PAGE> 6



       The Bank currently  maintains a directors' and officers' liability policy
providing  for  insurance of directors  and officers for  liability  incurred in
connection  with  performance  of their duties as directors and  officers.  Such
policy does not, however, provide insurance for losses resulting from willful or
criminal misconduct.

      (C)   THE HOLDING COMPANY'S CODE OF REGULATIONS

             Article Six of the Holding  Company's Code of Regulations  provides
for the indemnification of officers and directors as follows:

      Section 1. Third  Party  Actions.  The  Corporation  shall to the  fullest
      ---------  ---------------------
extent  permitted by Ohio law,  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,
including all appeals (other than action,  suit or proceeding 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,  partnership,  joint venture, trust or other enterprise,
against  expenses  (including  attorney's  fees),  judgments,   decrees,  fines,
penalties,  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,  had no reasonable  cause to believe his conduct was  unlawful.  The
termination of any action, suit, or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best interest
of the Corporation  and, with respect to any criminal action or proceeding,  had
reasonable cause to believe that his conduct was unlawful.

      Section 2. Derivative Actions.  The Corporation shall 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,  including all appeals, 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,  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 any
claim, issue, or matter as to which such person shall have been finally 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 shall determine 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.

      Section 3. Rights After Successful Defense. To the extent that a director,
      ---------  -------------------------------
trustee, officer,  employee, member, manager or agent has been successful on the
merits or otherwise in defense of any action,  suit or proceeding referred to in
Section 1 or 2, or in defense of any claim,  issue, or matter therein,  he shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him in connection therewith.

      Section 4. Other Determinations of Rights.  Except in a situation governed
      ---------  ------------------------------
by  Section 3, any  indemnification  under  Section 1 or 2 (unless  ordered by a
court) shall be made by the Corporation only as


                                        6

<PAGE> 7



authorized in the specific case upon a determination that indemnification of the
director,  trustee, officer, employee, member, manager or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Section  1 or 2.  Such  determination  shall be made (a) by a  majority  vote of
directors acting at a meeting at which a quorum consisting of directors who were
not parties to such action,  suit, or  proceeding  is present,  or (b) if such a
quorum  is  not  obtainable  (or  even  if   obtainable),   and  a  majority  of
disinterested  directors directs,  by independent legal counsel  (compensated by
the Corporation) in a written opinion,  or (c) by the affirmative vote in person
or by proxy of the holders of a majority  of the shares  entitled to vote in the
election of  directors,  without  regard to voting power which,  may  thereafter
exist upon a default, failure, or other contingency.

      Section 5.  Advances of  Expenses.  Expenses  of each  person  indemnified
      ---------   ---------------------
hereunder  incurred  in  defending  a  civil,   criminal,   administrative,   or
investigative  action,  suit, or proceeding  (including all appeals),  or threat
thereof may be paid by the  Corporation  in advance of the final  disposition of
such action,  suit,  or  proceeding  as  authorized  by the Board of  Directors,
whether a disinterested  quorum exists or not, upon receipt of an undertaking by
or on behalf of the director,  trustee,  officer,  employee,  member, manager or
agent, to repay such amount unless it shall  ultimately be determined that he is
entitled to be indemnified by the Corporation.

      Section 6. Nonexclusiveness - Heirs. The indemnification  provided by this
      ---------  ------------------------
Article shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled as a matter of law or under the Articles,  these
Regulations, any agreement, vote of Shareholders, any insurance purchased by the
Corporation,  or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director,  trustee, officer, or employee and shall
inure to the  benefit  of the heirs,  executors,  and  administrators  of such a
person.

      Section 7.  Purchase  of  Insurance.  The  Corporation  may  purchase  and
      ---------   -----------------------
maintain  insurance  on behalf of any person who 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,  partnership,  joint venture, trust, or other enterprise
against  any  liability  asserted  against  him and  incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the Corporation
would  have the  power  to  indemnify  him  against  such  liability  under  the
provisions of this Article or of the Ohio General Corporation Law.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the  "Securities  Act") may be permitted to directors,  officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such  indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.


                                        7

<PAGE> 8



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-B):

      3.1      Amended Articles of Incorporation of the Registrant.1

      3.2      Amended and Restated Code of Regulations of the Registrant.1

      4.0      Lenox Bancorp, Inc. 1997 Incentive Plan.

      5.0      Opinion of  Muldoon, Murphy & Faucette  as to the legality of the
               Common Stock registered hereby.

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

      23.1     Consent of Clark, Schaefer, Hackett & Co.

      24.0     Power of Attorney is located on the signature pages.
--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the  Registration  Statement  on Form S-1 (SEC No.  33-96248),  as amended,
  filed with the SEC on August 25, 1995 and declared effective on May 13, 1996.

ITEM 9.   UNDERTAKINGS

      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; 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

            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)   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


                                        8

<PAGE> 9



            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.

      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 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.

      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
directors, 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.



                                        9

<PAGE> 10



CONFORMED
                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Act, Lenox Bancorp,  Inc.
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 St. Bernard, State of Ohio, on July 22, 1998.

                                      LENOX BANCORP, INC.



                                      By: /s/ Virginia M. Deisch
                                              ----------------------------------
                                              Virginia M. Deisch
                                              President, Chief Executive Officer
                                              and Director

      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 (other than Ms. Deisch)  constitutes  and appoints  Virginia M. Deisch and
Ms. Deisch hereby constitutes and appoints William P. Riekert,  Jr., as the true
and  lawful  attorney-in-fact  and agent  with full  power of  substitution  and
resubstitution,  for her (or him) and in her (or his) 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 she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agent or her substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.


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

/s/ Virginia M. Deisch      President, Chief Executive Officer     July 22, 1998
-----------------------     and Director (principal executive
Virginia M. Deisch          officer)


/s/ Michael P. Cooper       Chief Financial Officer and Trearer    July 22, 1998
-----------------------     (principal accounting and financial
Michael P. Cooper           officer)


                            Director                               July __, 1998
-----------------------
Gail R. Behymer


/s/ Richard C. Harmeyer     Director                               July 22, 1998
-----------------------
Richard C. Harmeyer



                                       10

<PAGE> 11



/s/ Robert R. Keller         Director                              July 22, 1998
-----------------------
Robert R. Keller


/s/ William P. Riekert, Jr.  Director                              July 22, 1998
---------------------------
William P. Riekert, Jr.


/s/ Henry E. Brown           Director                              July 22, 1998
--------------------------
Henry E. Brown


/s/ Curtis L. Jackson        Director                              July 22, 1998
--------------------------
Curtis L. Jackson


                             Director                              July __, 1998
--------------------------
Reba St. Clair


                                       11

<PAGE> 12

<TABLE>
<CAPTION>

                                  EXHIBIT INDEX


                                                                                               Sequentially
                                                                                                 Numbered
                                                                                                   Page
Exhibit No.        Description                      Method of Filing                              Location
-----------        -----------------------------    -----------------------------------------   ------------

<S>                <C>                              <C>                                              <C>
3.1                Amended Articles of              Incorporated by reference from the               --
                   Incorporation of the Registrant  Exhibits of the Registrant's Registration
                                                    Statement  on Form S-1  filed  with the
                                                    SEC on  August  25,  1995 and  declared
                                                    effective on May 13, 1996.

3.2                Amended and Restated Code of     Incorporated by reference from the                --
                   Regulations of the Registrant    Exhibits of the Registrant's Registration
                                                    Statement on Form S-1 with the SEC on
                                                    August 25, 1995 and declared effective on
                                                    May 13, 1996.

4.0                Lenox Bancorp, Inc. 1997         Filed herewith.                                    --
                   Incentive Plan

5.0                Opinion of Muldoon,              Filed herewith.
                   Murphy & Faucette

23.0               Consent of Muldoon,              Contained in Exhibit 5.                             --
                   Murphy & Faucette

23.1               Consent of Clark,                Filed herewith.                                     --
                   Schaefer, Hackett & Co.

24.0               Power of Attorney                Located on the signature page.                      --

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 38845}]
{"company-data": {"conformed-name": "LENOX BANCORP INC", "cik": "0001000050", "assigned-sic": "6036", "irs-number": "311445959", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59605", "film-number": "98669809"}, "business-address": {"street1": "5255 BEECH ST", "city": "CINCINNATI", "state": "OH", "zip": "45217", "phone": "5132426900"}, "mail-address": {"street1": "5255 BEECH STREET", "city": "CINCINNATI", "state": "OH", "zip": "45217"}}
1

    As filed with the Securities and Exchange Commission on July 22, 1998
                                               Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                               LENOX BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

OHIO                                      6035                  31-1445959
(state or other jurisdiction of     (Primary Standard          (IRS Employer 
incorporation or organization)   Classification Code Number) Identification No.)

                                5255 BEECH STREET
                             ST. BERNARD, OHIO 45217
                                 (513) 242-6900
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                     LENOX BANCORP, INC. 1997 INCENTIVE PLAN
                            (Full Title of the Plan)
                          ----------------------------

                                          COPIES TO:
VIRGINIA DEISCH                           LORI M. BERESFORD, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER     MULDOON, MURPHY & FAUCETTE
LENOX BANCORP, INC.                       5101 WISCONSIN AVENUE, N.W.
5255 BEECH STREET                         WASHINGTON, DC  20016
ST. BERNARD, OHIO 45217                   (202) 362-0840
(513) 242-6900
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after this Registration Statement becomes effective.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. / X /
                               ----
===================================================================================================
   Title of each Class of     Amount to be   Proposed Purchase  Estimated Aggregate  Registration
Securities to be Registered   Registered(1)   Price Per Share    Offering Price(2)       Fee
---------------------------------------------------------------------------------------------------
Common Stock                42,567
   $.01 par Value             Shares (3)          $15.22 (4)         $647,870          $192
---------------------------------------------------------------------------------------------------
    Common Stock               17,027
   $.01 par Value             Shares (5)          $15.70 (6)         $267,309          $ 79
===================================================================================================

(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 Lenox  Bancorp,  Inc. 1997 Incentive Plan (the "Plan") as the result of a
   stock split,  stock dividend or similar  adjustment of the outstanding Common
   Stock of Lenox Bancorp, Inc., pursuant to 17 C.F.R. ss.230.416(a).
(2)Estimated solely for purposes of calculating the registration fee pursuant to
   17 C.F.R. ss.230.457(h)(1).
(3)Represents  the  total number  of shares currently  reserved or available for
   issuance as options pursuant to the Plan.
(4)Weighted average price determined by the average exercise price of $14.75 per
   share at which  options for 34,482 shares under the Plan have been granted to
   date and by $17.25 the market  value of the Common  Stock on July 20, 1998 as
   determined  by the sales price listed  over-the-counter  through the National
   Daily  Quotation  Service  "Pink Sheet"  published by the National  Quotation
   Bureau,  Inc.  for 8,085  shares for which  options have not yet been granted
   under the Plan.
(5)Represents  the total number of shares  currently  reserved or available  for
   issuance as stock awards under the Plan. 
(6)Weighted average price determined by the  market value of $14.75 per share at
   which  awards for 10,563  shares under the Plan have been granted to date and
   by $17.25 the market value of the Common Stock on July 20, 1998 as determined
   by the  sales  price  listed  over-the-counter  through  the  National  Daily
   Quotation  Service "Pink Sheet" published by the National  Quotation  Bureau,
   Inc. for 6,464  shares for which  awards have not yet been granted  under the
   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. SS.230.462.
Number of Pages 17
Exhibit Index begins on Page 12
2

                               LENOX BANCORP, INC.

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

ITEMS 1 & 2. The documents  containing  the  information  for the Lenox Bancorp,
Inc.  (the  "Company"  or the  "Registrant")  1997  Incentive  Plan (the "Plan")
required by Part I of the  Registration  Statement  will be sent or given to the
participants  in the Plan as specified by Rule  428(b)(1).  Such 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  Company's  Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997, which include the consolidated  balance sheets of the Company
and its sole  subsidiary,  Lenox Savings Bank, as of December 31, 1997 and 1996,
and the related  consolidated  statements  of income,  changes in  stockholders'
equity  and cash  flows for each of the  years in the  three-year  period  ended
December 31, 1997, together with the related notes (File No. 0-28162) filed with
the SEC on March 25, 1998.

      (b) The Form 10-QSB report filed by the  Registrant for the fiscal quarter
ended March 31, 1998 (File No. 0-28162), filed with the SEC on May 15, 1998.

      (c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 0-28162),  as filed with the SEC on April 8, 1996 pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule 12b-15 promulgated thereunder.

      (d) All documents  filed by the  Registrant  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.

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The  validity of the Common Stock  offered  hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, D.C., special counsel to the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      (A)   OHIO REVISED CODE

            Division (E) of Section  1701.13 of the Ohio Revised Code authorizes
a corporation  to indemnify its officers and directors and to pay their expenses
subject to certain  limitation  and  exceptions.  Both Lenox  Savings  Bank (the
"Bank")  and  the   Company   have   adopted   provisions   providing   for  the
indemnification  of officers and directors in  accordance  with the Ohio Revised
Code.

      (B)   THE BANK'S AMENDED CONSTITUTION

      Article  Eight  of the  Amended  Constitution  of the  Bank  provides  for
indemnification of officers and directors as follows:

      Section 1. This Bank shall  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
this Bank,  by reason of the fact that he or she is or was a director or officer
of this Bank,  or is or was  serving at the  request of this Bank as a director,
trustee, officer, employee, or agent of another corporation, domestic or foreign
nonprofit or for profit, 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 or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she  reasonably  believed to be in or not opposed to the best interests of
this Bank and,  with  respect  to any  criminal  action  or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  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 act in good faith and in a manner he or she
reasonably  believed to be in or not opposed to the best  interests of this Bank
and, with respect to any criminal action or proceeding, he or she had reasonable
cause to believe that his conduct was unlawful.

      Section 2. This Bank shall  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 this  Bank to  procure  a
judgment  in its favor by reason of the fact that he or she is or was a director
or  officer of this Bank or is or was  serving at the  request of this Bank as a
director, trustee, officer, employee, or agent of another corporation,  domestic
or foreign, nonprofit or for profit, partnership,  joint venture, trust or other
enterprise, against expenses, including attorney's fees, actually and reasonably
incurred  by him or her in  connection  with the defense or  settlement  of such
action or suit if he or she acted in good faith and in a manner he or she

                                        3
4

reasonably  believed to be in or not opposed to the best interests of this Bank,
except that no indemnification shall be made in respect of any of the following

      (A) Any claim,  issue, or matter as to which such person is adjudged to be
liable for  negligence or misconduct  in the  performance  of his or her duty to
this Bank  unless,  and only to the extent  that,  the Court of Common  Pleas of
Hamilton  County,  Ohio,  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 of Hamilton
County, Ohio, or such other court shall deem proper;

      (B) Any  action or suit in which  the only  liability  asserted  against a
director is pursuant to 1701.95 of the Ohio Revised Code.

      Section 3. To the extent that a director or officer has been successful on
      ---------
the merits or otherwise in defense of any action, suit or proceeding referred to
in Sections 1 or 2 of this Article Eight, or in defense of any claim,  issue, or
matter  therein,  he or she shall be  indemnified  against  expenses,  including
attorney's  fees,  actually and reasonably  incurred by him or her in connection
with the action, suit, or proceeding.

      Section  4. Any  indemnification  under  Sections  1 or 2 of this  Article
      ----------
Eight,  unless ordered by a court, shall be made by this Bank only as authorized
in the specific case upon a determination  that  indemnification of the director
or  officer  is  proper  in the  circumstances  because  he or she  has  met the
applicable  standard  of conduct  set forth in  Sections 1 or 2 of this  Article
Eight. Such determination shall be made as follows:

      (A) By a majority  vote of a quorum  consisting  of directors of this Bank
who were not and are not parties to or threatened  with any such action suit, or
proceeding,

      (B) If the quorum  described  in  Subsection  (A) of this Section 4 is not
obtainable  or if a  majority  vote of a quorum of  disinterested  directors  so
directs,  in a written  opinion  by  independent  legal  counsel  other  than an
attorney, or a firm having associated with it an attorney, who has been retained
by or who has performed  services for this Bank or any person to be  indemnified
within the past five years;

      (C)   By the shareholders;

      (D) By the Court of Common Pleas of Hamilton County, Ohio, or the court in
which such action suit, or proceeding was brought.

      Any determination made by the interested directors under Subsection (A) of
this Section 4 or by  independent  legal  counsel under  Subsection  (B) of this
Section 4 shall be promptly communicated to the person who threatened or brought
the  action  or suit by or in the  right of this  Bank  under  Section 2 of this
Article  Eight,  and  within ten days after  receipt of such  notification  such
person  shall have the right to petition  the Court of Common  Pleas of Hamilton
County,  Ohio,  or the court in which such  action or suit was brought to review
the reasonableness of such determination.

      Section 5.
      ---------

      (A)  Expenses,  including  attorney's  fees,  incurred  by a  director  in
defending the action suit, or proceeding  shall be paid by this Bank 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 or
she agrees to do both of the following

                                        4
5

            (i) Repay  such  amount  if it is  proved  by clear  and  convincing
evidence in a court of competent  jurisdiction that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause injury to
this Bank or undertaken  with reckless  disregard for the best interests of this
Bank;

            (ii)  Reasonably  cooperate  with this Bank  concerning  the action,
suit, or proceeding.

      (B) Expenses,  including attorney's fees, incurred by a director, trustee,
officer,  employee,  or agent in  defending  any  action,  suit,  or  proceeding
referred to in Section 2 of this Article Eight, may be paid by this Bank as they
are  incurred,  in advance of the final  disposition  of the  action,  suit,  or
proceeding  as  authorized by the directors in the specific case upon receipt of
an undertaking by or on behalf of the director,  trustee, officer,  employee, or
agent to repay such amount, if it ultimately is determined that he or she is not
entitled to be indemnified by this Bank.

      Section 6. The indemnification  authorized by this Article Eight shall not
      ---------
be exclusive  of and shall be in addition to, any other rights  granted to those
seeking  indemnification  under the Articles or the Constitution of this Bank or
any agreement,  vote of shareholders or disinterested  directors,  or otherwise,
both as to action in his official  capacity and as to action in another capacity
while holding such office,  and shall  continue as to a person who has ceased to
be a director or officer and shall inure to the benefit of the heirs, executors,
and administrators of such a person.

      Section  7. This Bank may  purchase  and  maintain  insurance  or  furnish
      ----------
similar protection, including but not limited to trust funds, letters of credit,
or  self-insurance,  on behalf of or for any  person  who is or was a  director,
officer, employee, or agent of this Bank, or is or was serving at the request of
this  Bank as a  director,  trustee,  officer,  employee,  or agent  of  another
corporation,  domestic or foreign, nonprofit or for profit,  partnership,  joint
venture, trust, or other enterprise,  against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his or
her status as such,  whether or not this Bank would have the power to  indemnify
him or her against such liability under this section. Insurance may be purchased
from or maintained with a person in which this Bank has a financial interest.

      Section 8. The  authority  of this Bank to indemnify  persons  pursuant to
      ---------
Sections 1 or 2 of this Article  Eight does not limit the payment of expenses as
they are incurred,  indemnification  insurance,  or other protection that may be
provided pursuant to Sections 5, 6 and 7. Sections 1 and 2 of this Article Eight
do not  create  any  obligation  to repay or return  payments  made by this Bank
pursuant to Sections 5, 6 or 7.

      Section 9. As used in this Article Eight,  references to this Bank include
      ---------
all  constituent  corporations  in a  consolidation  or  merger  and  the new or
surviving  corporation,  so that any person who is or was a  director,  officer,
employee, or agent of such a constituent corporation or is or was serving at the
request  of  such  constituent  corporation  as a  director,  trustee,  officer,
employee, or agent of another corporation, domestic or foreign, nonprofit or for
profit, partnership,  joint venture, trust, or other enterprise,  shall stand in
the same  position  under this  section  with  respect  to the new or  surviving
corporation  as he or she  would if he or she had  served  the new or  surviving
corporation in the same capacity.

      Section  10. Any  action,  suit or  proceeding  to  determine  a claim for
      -----------
indemnification  under  this  Article  Eight  may be  maintained  by the  person
claiming such  indemnification,  or by the  corporation,  in the Court of Common
Pleas of Hamilton County, Ohio. This Bank and (by claiming such indemnification)
each such person consent to the exercise of jurisdiction  over its or his person
by the Court of Common Pleas of Hamilton County,  Ohio, in any such action, suit
or proceeding.

                                        5
6

       The Bank currently  maintains a directors' and officers' liability policy
providing  for  insurance of directors  and officers for  liability  incurred in
connection  with  performance  of their duties as directors and  officers.  Such
policy does not, however, provide insurance for losses resulting from willful or
criminal misconduct.

      (C)   THE HOLDING COMPANY'S CODE OF REGULATIONS

             Article Six of the Holding  Company's Code of Regulations  provides
for the indemnification of officers and directors as follows:

      Section 1. Third  Party  Actions.  The  Corporation  shall to the  fullest
      ---------  ---------------------
extent  permitted by Ohio law,  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,
including all appeals (other than action,  suit or proceeding 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,  partnership,  joint venture, trust or other enterprise,
against  expenses  (including  attorney's  fees),  judgments,   decrees,  fines,
penalties,  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,  had no reasonable  cause to believe his conduct was  unlawful.  The
termination of any action, suit, or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best interest
of the Corporation  and, with respect to any criminal action or proceeding,  had
reasonable cause to believe that his conduct was unlawful.

      Section 2. Derivative Actions.  The Corporation shall 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,  including all appeals, 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,  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 any
claim, issue, or matter as to which such person shall have been finally 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 shall determine 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.

      Section 3. Rights After Successful Defense. To the extent that a director,
      ---------  -------------------------------
trustee, officer,  employee, member, manager or agent has been successful on the
merits or otherwise in defense of any action,  suit or proceeding referred to in
Section 1 or 2, or in defense of any claim,  issue, or matter therein,  he shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him in connection therewith.

      Section 4. Other Determinations of Rights.  Except in a situation governed
      ---------  ------------------------------
by  Section 3, any  indemnification  under  Section 1 or 2 (unless  ordered by a
court) shall be made by the Corporation only as

                                        6
7

authorized in the specific case upon a determination that indemnification of the
director,  trustee, officer, employee, member, manager or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Section  1 or 2.  Such  determination  shall be made (a) by a  majority  vote of
directors acting at a meeting at which a quorum consisting of directors who were
not parties to such action,  suit, or  proceeding  is present,  or (b) if such a
quorum  is  not  obtainable  (or  even  if   obtainable),   and  a  majority  of
disinterested  directors directs,  by independent legal counsel  (compensated by
the Corporation) in a written opinion,  or (c) by the affirmative vote in person
or by proxy of the holders of a majority  of the shares  entitled to vote in the
election of  directors,  without  regard to voting power which,  may  thereafter
exist upon a default, failure, or other contingency.

      Section 5.  Advances of  Expenses.  Expenses  of each  person  indemnified
      ---------   ---------------------
hereunder  incurred  in  defending  a  civil,   criminal,   administrative,   or
investigative  action,  suit, or proceeding  (including all appeals),  or threat
thereof may be paid by the  Corporation  in advance of the final  disposition of
such action,  suit,  or  proceeding  as  authorized  by the Board of  Directors,
whether a disinterested  quorum exists or not, upon receipt of an undertaking by
or on behalf of the director,  trustee,  officer,  employee,  member, manager or
agent, to repay such amount unless it shall  ultimately be determined that he is
entitled to be indemnified by the Corporation.

      Section 6. Nonexclusiveness - Heirs. The indemnification  provided by this
      ---------  ------------------------
Article shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled as a matter of law or under the Articles,  these
Regulations, any agreement, vote of Shareholders, any insurance purchased by the
Corporation,  or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director,  trustee, officer, or employee and shall
inure to the  benefit  of the heirs,  executors,  and  administrators  of such a
person.

      Section 7.  Purchase  of  Insurance.  The  Corporation  may  purchase  and
      ---------   -----------------------
maintain  insurance  on behalf of any person who 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,  partnership,  joint venture, trust, or other enterprise
against  any  liability  asserted  against  him and  incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the Corporation
would  have the  power  to  indemnify  him  against  such  liability  under  the
provisions of this Article or of the Ohio General Corporation Law.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the  "Securities  Act") may be permitted to directors,  officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such  indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                        7
8

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-B):

      3.1      Amended Articles of Incorporation of the Registrant.1

      3.2      Amended and Restated Code of Regulations of the Registrant.1

      4.0      Lenox Bancorp, Inc. 1997 Incentive Plan.

      5.0      Opinion of  Muldoon, Murphy & Faucette  as to the legality of the
               Common Stock registered hereby.

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

      23.1     Consent of Clark, Schaefer, Hackett & Co.

      24.0     Power of Attorney is located on the signature pages.
--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the  Registration  Statement  on Form S-1 (SEC No.  33-96248),  as amended,
  filed with the SEC on August 25, 1995 and declared effective on May 13, 1996.

ITEM 9.   UNDERTAKINGS

      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; 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

            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)   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

                                        8
9

            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.

      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 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.

      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
directors, 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.

                                        9
10

CONFORMED
                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Act, Lenox Bancorp,  Inc.
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 St. Bernard, State of Ohio, on July 22, 1998.

                                      LENOX BANCORP, INC.

                                      By: /s/ Virginia M. Deisch
                                              ----------------------------------
                                              Virginia M. Deisch
                                              President, Chief Executive Officer
                                              and Director

      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 (other than Ms. Deisch)  constitutes  and appoints  Virginia M. Deisch and
Ms. Deisch hereby constitutes and appoints William P. Riekert,  Jr., as the true
and  lawful  attorney-in-fact  and agent  with full  power of  substitution  and
resubstitution,  for her (or him) and in her (or his) 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 she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agent or her substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

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

/s/ Virginia M. Deisch      President, Chief Executive Officer     July 22, 1998
-----------------------     and Director (principal executive
Virginia M. Deisch          officer)

/s/ Michael P. Cooper       Chief Financial Officer and Trearer    July 22, 1998
-----------------------     (principal accounting and financial
Michael P. Cooper           officer)

                            Director                               July __, 1998
-----------------------
Gail R. Behymer

/s/ Richard C. Harmeyer     Director                               July 22, 1998
-----------------------
Richard C. Harmeyer

                                       10
11

/s/ Robert R. Keller         Director                              July 22, 1998
-----------------------
Robert R. Keller

/s/ William P. Riekert, Jr.  Director                              July 22, 1998
---------------------------
William P. Riekert, Jr.

/s/ Henry E. Brown           Director                              July 22, 1998
--------------------------
Henry E. Brown

/s/ Curtis L. Jackson        Director                              July 22, 1998
--------------------------
Curtis L. Jackson

                             Director                              July __, 1998
--------------------------
Reba St. Clair

                                       11
12
EXHIBIT INDEX

                                                                                               Sequentially
                                                                                                 Numbered
                                                                                                   Page
Exhibit No.        Description                      Method of Filing                              Location
-----------        -----------------------------    -----------------------------------------   ------------
3.1                Amended Articles of              Incorporated by reference from the               --
                   Incorporation of the Registrant  Exhibits of the Registrant's Registration
                                                    Statement  on Form S-1  filed  with the
                                                    SEC on  August  25,  1995 and  declared
                                                    effective on May 13, 1996.

3.2                Amended and Restated Code of     Incorporated by reference from the                --
                   Regulations of the Registrant    Exhibits of the Registrant's Registration
                                                    Statement on Form S-1 with the SEC on
                                                    August 25, 1995 and declared effective on
                                                    May 13, 1996.

4.0                Lenox Bancorp, Inc. 1997         Filed herewith.                                    --
                   Incentive Plan

5.0                Opinion of Muldoon,              Filed herewith.
                   Murphy & Faucette

23.0               Consent of Muldoon,              Contained in Exhibit 5.                             --
                   Murphy & Faucette

23.1               Consent of Clark,                Filed herewith.                                     --
                   Schaefer, Hackett & Co.

24.0               Power of Attorney                Located on the signature page.                      --