<PAGE> 1

     As filed with the Securities and Exchange Commission on March 23, 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                                       31-4232145
(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 FEDERAL SAVINGS BANK EMPLOYEES'
                     SAVINGS & PROFIT SHARING PLAN AND TRUST
                            (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)

    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               10,000           $11.625
    $.01 par Value              Shares             (3)               $116,250            $29
----------------------------------------------------------------------------------------------------
    Participation
      Interests                   (4)                                                      (5)
====================================================================================================
</TABLE>
(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 Federal Savings Bank Employees' Savings & Profit Sharing Plan
     and Trust (the "Plan") as the result of a stock split, stock dividend or
     similar adjustment of the outstanding Common Stock of Lawrence Financial
     Holdings, Inc. pursuant to 17 C.F.R. Section 230.416(a).
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  The last  sale  price  of  the common stock of Lawrence Financial Holdings,
     Inc.  (the  "Common  Stock") as  reported  on the OTC -  Bulletin  Board on
     March 16, 2001 in accordance with 17 C.F.R. Section 230.457(c).
(4)  In addition,  pursuant  to  17 C.F.R. Section 230.416(c), this registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the employee  benefit plan described herein based upon the
     maximum  amount that could be issued  under the plan  pursuant to 17 C.F.R.
     Section 230.457(h).
(5)  In  accordance  with 17  C.F.R. Section 230.457(h),  where  securities  are
     to be offered pursuant to an employer benefit plan, the aggregate  offering
     price and the amount of the registration fee shall be computed with respect
     to the maximum  number of shares of Common Stock that may be purchased with
     the current assets of such Plan.  Accordingly,  no separate fee is required
     for the participation interests.

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.
Number of Pages 11
Exhibit Index begins on Page 4


<PAGE> 2



LAWRENCE FINANCIAL HOLDINGS, INC.

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

ITEMS 1 & 2. The documents  containing the information for the Lawrence  Federal
Savings  Bank  Employees'  Savings & Profit  Sharing Plan and Trust (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 documents are 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 Prospectus filed with the SEC by Lawrence Financial Holdings, Inc.
(the "Registrant")  (File No. 333-45404)  pursuant to Rule 424(b)(3) on November
20, 2000, which includes:  the consolidated  balance sheets for Lawrence Federal
Savings  Bank as of  December  31, 1999 and 1998,  and the related  consolidated
statements of income,  comprehensive income, equity and cash flows for the years
then ended.

      (b)  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.

      (c) The  Plan's  annual  report on Form  11-K for the  fiscal  year  ended
December 31, 2000, filed with the SEC on March 23, 2001.

      (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        Stock Certificate of Lawrence Financial Holdings, Inc.1
      8        Tax  Opinion  is  not  required.  The Registrant has submitted or
               hereby  undertakes  to submit the 401(k)  Plan and any  amendment
               thereto  to the  Internal  Revenue  Service  ("IRS")  in a timely
               manner and has made or will make all changes  required by the IRS
               in order to qualify the plan.
      10.4     Lawrence Federal Savings Bank Employees' Savings & Profit Sharing
               Plan and Trust and Adoption Agreement.1
      23       Consent of Crowe, Chizek and Company LLP.
      24       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 SB-2 (SEC No. 333-45404), as amended.

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.


<PAGE> 5



      (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  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> 6



                                   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 February 27, 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     February 27, 2001
--------------------------------   Chief Executive Officer
Jack L. Blair                      (principal executive officer)


/s/ RobRoy Walters                 Chief Financial Officer     March 23, 2001
--------------------------------   (principal accounting and
RobRoy Walters                     financial officer)


/s/ Tracy E. Brammer, Jr.          Chairman of the Board       February 27, 2001
--------------------------------
Tracy E. Brammer, Jr.



/s/ Charles E. Austin, II          Director                    February 27, 2001
--------------------------------
Charles E. Austin, II




<PAGE> 7





/s/ Herbert J. Karlet              Director                    February 27, 2001
--------------------------------
Herbert J. Karlet


/s/ Phillip O. McMahon             Director                    February 27, 2001
--------------------------------
Phillip O. McMahon


/s/ Robert N. Taylor               Director                    February 27, 2001
--------------------------------
Robert N. Taylor












<PAGE> 8



THE PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other  persons who  administer  the Lawrence  Federal  Savings  Bank  Employees'
Savings and Profit Sharing Plan) have duly caused this Registration Statement to
be signed on its  behalf  by the  undersigned,  thereunto  duly  authorized,  in
Ironton, Ohio on February 27, 2001.

                                LAWRENCE FEDERAL SAVINGS BANK EMPLOYEES'
                                SAVINGS AND PROFIT SHARING PLAN

                                By: /s/ Jack L. Blair
                                    --------------------------------------------
                                    Jack L. Blair
                                    Plan Administrator




<PAGE> 9


                                  EXHIBIT INDEX
                                  -------------

<TABLE>
<CAPTION>
                                                                                                         Sequentially
                                                                                                           Numbered
                                                                                                            Page
  Exhibit No.      Description                  Method of Filing                                          Location
--------------     ------------------------     ---------------------------------------------------     ------------

      <S>          <C>                          <C>
      4            Stock Certificate of         Incorporated herein by reference from the Exhibits
                   Lawrence Financial           of the Registrant's Registration Statement on Form
                   Holdings , Inc.              SB-2 filed with the SEC

      10.4         Lawrence Federal             Incorporated herein by reference from the Exhibits
                   Savings Bank                 of the Registrant's Registration Statement on Form
                   Employees' Savings           SB-2 filed with the SEC
                   & Profit Sharing
                   Plan and Trust and
                   Adoption Agreement

      23           Consent of Crowe,            Filed herewith.
                   Chizek and Company
                   LLP

      24           Power of Attorney            Located on the signature page.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 20407}]
{"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": "333-57540", "film-number": "1578118"}, "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 March 23, 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                                       31-4232145
(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 FEDERAL SAVINGS BANK EMPLOYEES'
                     SAVINGS & PROFIT SHARING PLAN AND TRUST
                            (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)

    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               10,000           $11.625
    $.01 par Value              Shares             (3)               $116,250            $29
----------------------------------------------------------------------------------------------------
    Participation
      Interests                   (4)                                                      (5)
====================================================================================================
(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 Federal Savings Bank Employees' Savings & Profit Sharing Plan
     and Trust (the "Plan") as the result of a stock split, stock dividend or
     similar adjustment of the outstanding Common Stock of Lawrence Financial
     Holdings, Inc. pursuant to 17 C.F.R. Section 230.416(a).
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  The last  sale  price  of  the common stock of Lawrence Financial Holdings,
     Inc.  (the  "Common  Stock") as  reported  on the OTC -  Bulletin  Board on
     March 16, 2001 in accordance with 17 C.F.R. Section 230.457(c).
(4)  In addition,  pursuant  to  17 C.F.R. Section 230.416(c), this registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the employee  benefit plan described herein based upon the
     maximum  amount that could be issued  under the plan  pursuant to 17 C.F.R.
     Section 230.457(h).
(5)  In  accordance  with 17  C.F.R. Section 230.457(h),  where  securities  are
     to be offered pursuant to an employer benefit plan, the aggregate  offering
     price and the amount of the registration fee shall be computed with respect
     to the maximum  number of shares of Common Stock that may be purchased with
     the current assets of such Plan.  Accordingly,  no separate fee is required
     for the participation interests.

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.
Number of Pages 11
Exhibit Index begins on Page 4
2

LAWRENCE FINANCIAL HOLDINGS, INC.

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

ITEMS 1 & 2. The documents  containing the information for the Lawrence  Federal
Savings  Bank  Employees'  Savings & Profit  Sharing Plan and Trust (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 documents are 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 Prospectus filed with the SEC by Lawrence Financial Holdings, Inc.
(the "Registrant")  (File No. 333-45404)  pursuant to Rule 424(b)(3) on November
20, 2000, which includes:  the consolidated  balance sheets for Lawrence Federal
Savings  Bank as of  December  31, 1999 and 1998,  and the related  consolidated
statements of income,  comprehensive income, equity and cash flows for the years
then ended.

      (b)  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.

      (c) The  Plan's  annual  report on Form  11-K for the  fiscal  year  ended
December 31, 2000, filed with the SEC on March 23, 2001.

      (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        Stock Certificate of Lawrence Financial Holdings, Inc.1
      8        Tax  Opinion  is  not  required.  The Registrant has submitted or
               hereby  undertakes  to submit the 401(k)  Plan and any  amendment
               thereto  to the  Internal  Revenue  Service  ("IRS")  in a timely
               manner and has made or will make all changes  required by the IRS
               in order to qualify the plan.
      10.4     Lawrence Federal Savings Bank Employees' Savings & Profit Sharing
               Plan and Trust and Adoption Agreement.1
      23       Consent of Crowe, Chizek and Company LLP.
      24       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 SB-2 (SEC No. 333-45404), as amended.

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.
5

      (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  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.
6

                                   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 February 27, 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     February 27, 2001
--------------------------------   Chief Executive Officer
Jack L. Blair                      (principal executive officer)

/s/ RobRoy Walters                 Chief Financial Officer     March 23, 2001
--------------------------------   (principal accounting and
RobRoy Walters                     financial officer)

/s/ Tracy E. Brammer, Jr.          Chairman of the Board       February 27, 2001
--------------------------------
Tracy E. Brammer, Jr.

/s/ Charles E. Austin, II          Director                    February 27, 2001
--------------------------------
Charles E. Austin, II
7

/s/ Herbert J. Karlet              Director                    February 27, 2001
--------------------------------
Herbert J. Karlet

/s/ Phillip O. McMahon             Director                    February 27, 2001
--------------------------------
Phillip O. McMahon

/s/ Robert N. Taylor               Director                    February 27, 2001
--------------------------------
Robert N. Taylor
8

THE PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other  persons who  administer  the Lawrence  Federal  Savings  Bank  Employees'
Savings and Profit Sharing Plan) have duly caused this Registration Statement to
be signed on its  behalf  by the  undersigned,  thereunto  duly  authorized,  in
Ironton, Ohio on February 27, 2001.

                                LAWRENCE FEDERAL SAVINGS BANK EMPLOYEES'
                                SAVINGS AND PROFIT SHARING PLAN

                                By: /s/ Jack L. Blair
                                    --------------------------------------------
                                    Jack L. Blair
                                    Plan Administrator
9

                                  EXHIBIT INDEX
                                  -------------
Sequentially
                                                                                                           Numbered
                                                                                                            Page
  Exhibit No.      Description                  Method of Filing                                          Location
--------------     ------------------------     ---------------------------------------------------     ------------
4            Stock Certificate of         Incorporated herein by reference from the Exhibits
                   Lawrence Financial           of the Registrant's Registration Statement on Form
                   Holdings , Inc.              SB-2 filed with the SEC

      10.4         Lawrence Federal             Incorporated herein by reference from the Exhibits
                   Savings Bank                 of the Registrant's Registration Statement on Form
                   Employees' Savings           SB-2 filed with the SEC
                   & Profit Sharing
                   Plan and Trust and
                   Adoption Agreement

      23           Consent of Crowe,            Filed herewith.
                   Chizek and Company
                   LLP

      24           Power of Attorney            Located on the signature page.