<PAGE>21
                                LNB Bancorp, Inc.
      
                             Exhibit to Form 10 - K/A
           
                  (for the fiscal year ended December 31, 1997)
              
                          S - K Reference Number (99.2)
              
              
              
               Annual report on Form 11-K of The Lorain National Bank
                 Stock Purchase Plan (registration number 33-65036)
                  for the plan year ended December 31, 1997 filed
                 as an amendment to the annual report on Form 10-K.
           
                                       21
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              

<PAGE>22
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON D.C. 20549
          
                                FORM 11-K
             
  FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND
  SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934
              
              
              
              
  [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 1997
              
  Note: This Form 11-K is being filed as an amending exhibit to the Form
        10-K of LNB Bancorp, Inc. for the fiscal year ended December 31, 
        1997 pursuant to Rule 15d-21, therefore no fee is required.
            
              
  [   ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
  For the transition period from                   to
                                  ----------------    -----------
              
              
              
              
  Commission file number 0-13203
              
              
              
              
                    THE LORAIN NATIONAL BANK STOCK PURCHASE PLAN
                    --------------------------------------------
                              (Full title of the plan)
                                                 
              
              
           Lorain National Bank   457 Broadway   Lorain, Ohio 44052-1769
           -------------------------------------------------------------
          (Name of issuer of the securities held pursuant to the plan and
                 the address of its principal executive office)
                                                   
                                      22
              
              
              
              
              
              
              
              
              
              
              
              
              

<PAGE>23
                             REQUIRED INFORMATION
             
Audited plan financial statements and schedules prepared in accordance
with the financial reporting requirements of the Employee Retirement
Income Securities Act of 1974, as amended, are filed herewith in lieu of
the requirements of an audited statement of financial condition and
statement of income and changes in plan equity.
             
Financial Statements and Exhibits
              
A)   The following financial statements and schedules are filed as
     part of this annual report:
            
     1)   Independent Auditors' Report
         
     2)   Statements of Assets Available for Distribution to
          Participants - December 31, 1997 and 1996
          
     3)   Statements of Changes in Assets Available for Distribution
          to Participants - Years ended December 31, 1997 and 1996
             
     4)   Notes to Financial Statements - December 31, 1997 and 1996
          
     5)   Schedule 1 - Item 27a - Assets Held for Investment Purposes  
          (at the end of the Plan year) - December 31, 1997
         
     6)   Schedule 2 - Item 27d - Reportable Transactions - 
          Year ended December 31, 1997
              
B)   The following exhibit is filed as part of this annual
     report:
              
     24.  Consent of Independent Accountants
              
                                           23
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              

<PAGE>24
(COVER EMBOSSED WITH LOGO)
KPMG Peat Marwick LLP
1500 National City Center
1900 East Ninth Street
Cleveland, OH 44114-3495
           
The Lorain National Bank
Stock Purchase Plan
         
Financial Statements and Schedules
          
December 31, 1997 and 1996
            
(With Independent Auditors' Report Thereon)
             
                                             24
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
    
    
    
    
<PAGE>25
(LETTERHEAD)
(LOGO)
KPMG Peat Marwick LLP
     
1500 National City Center
1900 East Ninth Street
Cleveland, OH 44114-3495
           
                         Independent Auditors' Report
                         ---------------------------- 
The Plan Administrator
The Lorain National Bank
Sponsor of The Lorain National Bank
 Stock Purchase Plan:
          
We have audited the accompanying statements of assets available for
distribution to participants of The Lorain National Bank Stock Purchase
Plan (Plan) as of December 31, 1997 and 1996, and the related statements
of changes in assets available for distribution to participants for the
years then ended.  These financial statements are the responsibility of
the Plan's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.
           
We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.
  
In our opinion, the financial statements referred to above present fairly,
in all material respects, the assets available for distribution to
participants of the Plan as of December 31, 1997 and 1996, and the changes
in those assets for the years then ended in conformity with generally
accepted accounting principles.
             
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental schedules
of assets held for investment purposes and reportable transactions are
presented for purposes of additional analysis and are not a required part
of the basic financial statements, but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. 
The supplemental schedules have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
            
/s/ KPMG Peat Marwick LLP
Cleveland, Ohio
April 10, 1998
         
(LOGO)
Member Firm of
KPMG International
                                          25

<PAGE>26
                            THE LORAIN NATIONAL BANK
                              STOCK PURCHASE PLAN
            
        Statements of Assets Available for Distribution to Participants
            
                         December 31, 1997 and 1996
              
              
              
                                                        1997       1996
                                                        ----       ----
    Assets
      Short-term cash investments                  $    33,158      6,273
      Investment, at fair value (note 3)
        LNB Bancorp, Inc. common stock               3,463,811  3,704,750
      Dividends and interest receivable                 27,687     23,520
                                                     ---------  ---------
              Assets available for distribution
               to participants                     $ 3,524,656  3,734,543
                                                     =========  =========
            
    See accompanying notes to financial statements.
              
                                                 26
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
          
<PAGE>27
                            THE LORAIN NATIONAL BANK
                              STOCK PURCHASE PLAN
             
Statements of Changes in Assets Available for Distribution to Participants
              
                     Years ended December 31, 1997 and 1996
                
              
                                                        1997       1996
                                                        ----       ----
  Additions
    Investment income
      Dividend and interest income                  $   90,549     85,703
      Net (depreciation)appreciation in fair
        value of investment                            (81,238)   245,029
                                                     ---------  ---------
              Total investment income                    9,311    330,732
                                                     ---------  ---------
    Contributions
      Employer                                         121,017    110,136
      Participants                                     242,016    220,252
                                                     ---------  ---------
              Total contributions                      363,033    330,388
                                                     ---------  ---------
              Total additions                          372,344    661,120
     
  Deductions
    Distributions to participants                     (582,231)  (557,893)
                                                     ---------  ---------
  (Decrease)increase in assets available for 
    distribution to participants                      (209,887)   103,227
    
  Assets available for distribution to participants
    Beginning of year                                3,734,543  3,631,316
                                                     ---------  ---------
    End of year                                    $ 3,524,656  3,734,543
                                                     =========  =========
        
  See accompanying notes to financial statements.
              
                                               27
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
    
    

<PAGE>28
                             THE LORAIN NATIONAL BANK
                               STOCK PURCHASE PLAN
        
                         Notes to Financial Statements
           
                          December 31, 1997 and 1996
              
            
(1)  Description of the Plan
     -----------------------
     The following description of The Lorain National Bank Stock Purchase
     Plan (Plan) provides only general information. Participants should
     refer to the Plan agreement for a more complete description of the  
     Plan's provisions.
        
     (a)   General
           -------
           The Plan is a defined contribution plan sponsored by The Lorain
           National Bank (Bank), a wholly owned subsidiary of LNB Bancorp,
           Inc., covering substantially all employees of the Bank.  An    
           employee is eligible to participate in the Plan on the January  
           1 or July 1 after the attainment of age 21 and completion of    
           one year of service, as defined in the Plan.  The Plan is       
           subject to the provisions of the Employee Retirement Income  
           Security Act of 1974 (ERISA).
             
           Under the terms of the Plan, the Trust Department of the Bank  
           acts as trustee for the Plan and, as such, manages a trust
           fund which includes all of the Plan's assets.  The Plan   
           stipulates that employer and employee contributions will be     
           invested in units of the LNB Bancorp, Inc. stock fund which     
           primarily consists of stock of LNB Bancorp, Inc.
         
     (b)   Bank Contributions
           ------------------
           The Bank is required to contribute to the Plan for each month, 
           out of its current or accumulated earnings only, an amount
           equal to 50 percent of the respective participants'   
           contributions for each month. 
          
     (c)   Participants' Contributions
           ---------------------------
           A participant can make, through payroll deductions,            
           contributions of one (1) to six (6) percent (in whole integers) 
           of their compensation.  Changes in the amount of compensation  
           paid to a participant will automatically effect a change in the 
           amount of the contribution.
          
     (d)   Vesting of Contributions
           ------------------------
           Each participant has a fully vested interest in the Bank's
           and their contributions as of the date payments are made.
                                                                   
      
                                               28
          
      
      
      
<PAGE>29
                           THE LORAIN NATIONAL BANK
                             STOCK PURCHASE PLAN
                      
                         Notes to Financial Statements
          
          
     (e)   Withdrawals While Employed
           --------------------------
           At any time, subject to certain restrictions, a participant may 
           elect to withdraw all or a portion of their units.
          
     (f)   Distributions Upon Termination of Employment
           --------------------------------------------
           A participant whose employment terminates by reason of         
           retirement on their early retirement date or on their normal   
           retirement date, receives all units credited to their account. 
           The participant may elect distribution of the units either in a 
           single distribution or in annual, semiannual, quarterly, or    
           monthly installments.
             
           A participant whose employment is terminated for any reason    
           other than those designated above may receive a single          
           distribution of all units credited to the participant.
        
     (g)   Plan Termination
           ----------------
           Although it has not expressed any intention to do so, the Bank 
           has the right to terminate the Plan subject to the provisions  
           set forth in ERISA.  In the event of Plan termination, the     
           assets of the Plan will be allocated as prescribed by ERISA and 
           its related regulations.
              
     (h)   Plan Administrator
           ------------------
           The Plan Administrator is the President and Chief Executive    
           Officer of the Bank.
            
(2)  Summary of Significant Accounting Policies
     ------------------------------------------
     (a)   Basis of Presentation
           ---------------------
           The accompanying financial statements of the Plan have been
           prepared under the accrual method of accounting.               
   
     (b)   Investment
           ----------
           The fair value of investments and changes therein are 
           determined through the use of current quoted market values. 
           Purchases and sales are recorded on a trade date basis.  
           Interest income is recorded on the accrual method of 
           accounting.
               
                                                29
          
      
      
      
      
      

<PAGE>30
                         THE LORAIN NATIONAL BANK
                            STOCK PURCHASE PLAN
           
                       Notes to Financial Statements
              
     (c)   Use of Estimates on the Preparation of Financial Statements
           -----------------------------------------------------------
           The preparation of financial statements in conformity with     
           generally accepted accounting principles requires management to 
           make estimates and assumptions that affect the reported amounts 
           of assets and liabilities and disclosure of contingent assets  
           and liabilities at the date of the financial statements and the 
           reported amounts of changes in assets available for             
           distribution during the reported period.  Actual results could  
           differ from those estimates.
            
     (d)   Payments of Benefits
           --------------------
           Benefit payments to participants are recorded when paid.
             
(3)  Investments
     -----------
     The following table presents the fair value of the investment at      
     December 31, 1997 and 1996:
                                           1997            1996
                                   ------------------   -------------------
                                   Number    Fair       Number     Fair 
                                   of shares Value      of shares  Value
                                   ------- ----------   ------- ----------
     LNB Bancorp, Inc.
      Common Stock                 124,822 $3,463,811   127,750 $3,704,750
                                           ==========           ==========
        
     During the years ended December 31, 1997 and 1996, the Plan's      
     investments (including investments bought, sold, and held during the  
     year)(depreciated) appreciated in value by $(81,238) and $245,029,    
     respectively, as follows:
         
                                                        1997      1996
                                                        ----      ----
               LNB Bancorp, Inc. Common stock         $(81,238)  245,029
                                                      ========   =======
(4)  Federal Income Taxes
     --------------------
     The Plan has obtained a favorable determination letter dated June 24, 
     1996 under the provisions of Section 401.1(b)(3) of the Internal 
     Revenue Code and is exempt from federal income taxes.
         
(5)  Administrative Expenses
     -----------------------
     The administrative expenses of the Plan are paid by the Bank.
            
(6)  Plan Units
     ----------
     The Plan assigned a total number of 799,326.0 and 839,488.4 units to
     participants at December 31, 1997 and 1996, with a per unit value of
     $4.4095 and $4.4092, respectively.
             
                                                 30
            
<PAGE>31
         
(7)  Party-In-Interest Transactions 
     ------------------------------ 
     The following is a summary of transactions in common stock of LNB    
     Bancorp, Inc., 100 percent owner of the Bank, during the year ended  
     December 31, 1997:
            
                                                  Number                   
                                                 of Shares     Fair Value
                                                 ---------    ------------
            Balance at December 31, 1996        127,750.0     $ 3,704,750
              
              Stock dividend                      2,467.5            -
              Purchases                          11,893.0         348,294
              Distributions                     (17,288.0)       (507,980)
              Sale of fractional shares              (0.5)            (15)
              Net depreciation                        -           (81,238)
                                               ----------     ------------
            Balance at December 31, 1997        124,822.0     $ 3,463,811
                                               ==========     ============
            
          
                                                   31
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
          
      
      
      
      
      
<PAGE>32
                                                             Schedule 1
                                                             ---------- 
                       
                            THE LORAIN NATIONAL BANK
                              STOCK PURCHASE PLAN
           
                                EIN: 34-0860480
                                PLAN NUMBER: 003
                                                                             
   
      
       
         
                     Line 27a - Assets Held for Investment Purposes
                               (at the end of the Plan year)
              
                                   December 31, 1997
              
              
Column A    Column B               Column C            Column D  Column E
-------- ------------------   ------------------------- --------- -------- 
                             Description of Investment
        Identity of Issue,    Including Maturity Date,                  
         Borrower, Lessor,    Rate of Interest, Collateral,       Current
        or Similar Party      Par or Maturity Value       Cost    Value
        ------------------   ------------------------- --------- --------
         
*       LNB Bancorp, Inc.    124,822 shares of       $1,538,540 $3,463,811
                              LNB Bancorp Inc.
                              Common stock
                   
*       Lorain National Bank Treasury Trust Fund     $   33,158 $   33,158
           
             
              
              
              
              
              
              
              
              
              
* Party-in-interest
              
              
              
              
  See accompanying independent auditors' report.
              
                                               32
              
              
              
              
              
              
              

<PAGE>33
                                                        Schedule 2
                                                        ----------
                                                     
                           THE LORAIN NATIONAL BANK
                             STOCK PURCHASE PLAN
              
                              EIN: 34-0869480
                              PLAN NUMBER: 003
                                                                          
                     Line 27d - Reportable Transactions
            
                         Year ended December 31, 1997
            
Series transactions, when aggregated, involving an amount in excess of 5
percent of the current value of plan assets:
             
              
   Column A             Column B          Column C    Column D  Column E
--------------------  -----------------   ----------  --------  ---------
                                                                Total 
                                                                Dollar
  Identity of          Description        Number of   Number     Value of
  Party Involved       of Assets          Purchases   of Sales  Purchases
--------------------  -----------------   ----------  ---------  --------- 
       
* LNB Bancorp, Inc.    LNB Bancorp, Inc.
                        Common Stock           9          -       $348,294
           
* LNB Bancorp, Inc.    LNB Bancorp, Inc.
                        Common Stock           -          2            -  
      
* Lorain National Bank Treasury Trust Fund    52          -       $458,920
            
* Lorain National Bank Treasury Trust Fund     -         36            -  
        
              
Line 27d - Reportable Transactions Continued
              
  Column A             Column B           Column F     Column G   Column H
--------------------  -----------------   ------------ --------- ---------
                                                                 Current
                                                                 Value Of
                                          Total Dollar            Asset On 
 Identity of         Description          Value of    Cost of  Transaction 
Party Involved       of Assets             Sales      Assets      Date 
--------------------  -----------------   ------------ --------  -------- 
* LNB Bancorp, Inc.    LNB Bancorp, Inc.
                        Common Stock           -      $348,294    $348,294
             
* LNB Bancorp, Inc.    LNB Bancorp, Inc.
                        Common Stock      $    15     $      7   $      15
              
* Lorain National Bank Treasury Trust Fund      -      $458,920   $458,920
              
* Lorain National Bank Treasury Trust Fund $432,035   $432,035    $432,035
              
             
                                          33     
            
<PAGE>34
                                                           Schedule 2
                                                           ----------
            
                          THE LORAIN NATIONAL BANK
                            STOCK PURCHASE PLAN
           
                             EIN: 34-0869480
                             PLAN NUMBER: 003
                                                                            
                    Line 27d - Reportable Transactions
              
                        Year ended December 31, 1997
              
Line 27d - Reportable Transactions Continued
              
   Column A             Column B           Column I
--------------------  -----------------   ---------- 
  Identity of          Description         Net Gain    
  Party Involved       of Assets           or (Loss)
--------------------  -----------------   ---------- 
* LNB Bancorp, Inc.    LNB Bancorp, Inc.
                        Common Stock           -        
        
* LNB Bancorp, Inc.    LNB Bancorp, Inc.
                        Common Stock           8
              
* Lorain National Bank Treasury Trust Fund     -
          
* Lorain National Bank Treasury Trust Fund     -  
              
              
              
* Party-in-interest
              
  See accompanying independent auditors' report.
              
                                               34
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              

<PAGE>35
                                  SIGNATURES
                                               
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator has duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
             
              
              
               THE LORAIN NATIONAL BANK STOCK PURCHASE PLAN
               --------------------------------------------
                              (Name of Plan)
              
              
             
              
Date: June 26, 1998           By: /s/ Gregory D. Friedman
      -------------               ----------------------------
                                  Gregory D. Friedman
                                  Senior Vice President,
                                  Chief Operating Officer and
                                  Chief Financial Officer
              
                                            
               
              
                                  /s/ Mitchell J. Fallis
                                  ----------------------------
                                  Mitchell J. Fallis
                                  Vice President and
                                  Chief Accounting Officer
            
              
              
              
              
              
                
                     35
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              

<PAGE>36
                              The Lorain National Bank
                                Stock Purchase Plan
             
                              Exhibit to Form 11 - K
             
                  (for the fiscal year ended December 31, 1997)
              
                            S - K Reference Number (24)
             
             
                         Consent of Independent Accountants.
            
                                     36
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
      
<PAGE>37
(LETTERHEAD)
(LOGO)
KPMG Peat Marwick LLP
    
1500 National City Center
1900 East Ninth Street
Cleveland, Ohio 44114-3495
              
              
              
              
              
                        Consent of Independent Accountants
                        ----------------------------------
              
              
The Plan Administrator
LNB Bancorp, Inc.:
            
We consent to the incorporation by reference in the Registration Statement
No. 33-65036 of LNB Bancorp, Inc. of our report dated April 10, 1998,
relating to the statements of assets available for distribution to
participants of The Lorain National Bank Stock Purchase Plan as of
December 31, 1997 and 1996, and the related statements of changes in
assets available for distribution to participants for the years then
ended, which report appears in Amendment No. 1 to the 1997 annual report
on Form 10-K of LNB Bancorp, Inc.
            
              
              
              
              
              
              
/s/ KPMG Peat Marwick LLP
Cleveland, Ohio
June 26, 1998
             
(LOGO)
Member Firm of
KPMG International
            
                                             37