<PAGE>23
                                LNB Bancorp, Inc.

                             Exhibit to Form 10 - K/A

                  (for the fiscal year ended December 31, 1998)

                         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, 1998 filed
                 as an amendment to the annual report on Form 10-K.














































<PAGE>24
                    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, 1998

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,
      1998 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)
















<PAGE>25
                             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, 1998 and 1997

     3)   Statements of Changes in Assets Available for Distribution
          to Participants - Years ended December 31, 1998 and 1997

     4)   Notes to Financial Statements

     5)   Schedule 1 - Line 27(a) - Schedule of Assets Held for Investment
          Purposes - December 31, 1998

     6)   Schedule 2 - Line 27(d) - Schedule of Reportable Transactions -
          Year ended December 31, 1998

B)   The following exhibit is filed as part of this annual
     report:

     24.  Consent of Independent Accountants



























<PAGE>26
(COVER EMBOSSED WITH LOGO)
KPMG 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, 1998 and 1997

(With Independent Auditors' Report Thereon)













































<PAGE>27


The Lorain National Bank
Stock Purchase Plan

Table of Contents

                                                       Page

      Independent Auditors' Report                       1

      Statements of Assets Available for Distribution
       To Participants as of December 31, 1998 and 1997  2

      Statements of Changes in Assets Available for
       Distribution to Participants for the years ended
       December 31, 1998 and 1997                        3

      Notes to Financial Statements                      4

      Schedules

      1 Line 27(a) - Schedule of Assets Held for
         Investment Purposes (at end of Plan year) -
         December 31, 1998                               7

      2 Line 27(d) - Schedule of Reportable
         Transactions - Year ended December 31, 1998     8






























<PAGE>28
(LETTERHEAD)
(LOGO)
KPMG 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, 1998 and 1997, 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, 1998 and 1997, 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 as of December 31, 1998, and
reportable transactions for the year ended December 31, 1998, are
presented for the purpose 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.
These supplemental schedules are the responsibility of the Plan's
management.  The supplemental schedules have been subjected to the
auditing procedures applied in the audits 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 LLP
April 29, 1999

(LOGO)
Member Firm of
KPMG International


<PAGE>29
                            THE LORAIN NATIONAL BANK
                              STOCK PURCHASE PLAN

       Statements of Assets Available for Distribution to Participants

                         December 31, 1998 and 1997



                                                        1998       1997
                                                        ----       ----
    Assets available for distribution
    to participants:
      Short-term cash investments                  $   137,784    33,158
      Investment, at fair value (notes 3 and 6)
        LNB Bancorp, Inc. common stock               3,254,868 3,463,811
      Dividends and interest receivable                 29,787    27,687
                                                     ---------  ---------
              Assets available for distribution
               to participants                     $ 3,422,439 3,524,656
                                                     ========= =========

    See accompanying notes to financial statements.

                                       2



































<PAGE>30
                            THE LORAIN NATIONAL BANK
                              STOCK PURCHASE PLAN

Statements of Changes in Assets Available for Distribution to Participants

                     Years ended December 31, 1998 and 1997


                                                        1998       1997
                                                        ----       ----
  Additions:
    Investment income:
      Dividend and interest income                  $  105,498    90,549
      Net appreciation(depreciation)in fair
        value of investment                             18,916   (81,238)
                                                     ---------  ---------
              Total investment income                  124,414     9,311
                                                     ---------  ---------
    Contributions:
      Employer                                         126,781   121,017
      Participants                                     253,540   242,016
                                                     ---------  ---------
              Total contributions                      380,321   363,033
                                                     ---------  ---------
              Total additions                          504,735   372,344

  Deductions:
    Distributions to participants                     (606,952) (582,231)
                                                     ---------  ---------
  (Decrease)in assets available for
    distribution to participants                      (102,217) (209,887)

  Assets available for distribution to participants:
    Beginning of year                                3,524,656 3,734,543
                                                     --------- ---------
    End of year                                    $ 3,422,439 3,524,656
                                                     ========= =========

  See accompanying notes to financial statements.

                                       3



















<PAGE>31
                             THE LORAIN NATIONAL BANK
                               STOCK PURCHASE PLAN

                         Notes to Financial Statements

                          December 31, 1998 and 1997


(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 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.

     (e)   Withdrawals While Employed

           At any time, subject to certain restrictions, a participant may
           elect to withdraw all or a portion of their units.

                                       4

<PAGE>32
                           THE LORAIN NATIONAL BANK
                             STOCK PURCHASE PLAN

                         Notes to Financial Statements

                          December 31, 1998 and 1997

     (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 the investment 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.

     (c)   Use of Estimates in 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.


<PAGE>33

     (d)   Payments of Benefits

           Benefit payments to participants are recorded when paid.

                                 5





















































<PAGE>34
                       THE LORAIN NATIONAL BANK
                          STOCK PURCHASE PLAN

                     Notes to Financial Statements
                      December 31, 1998 and 1997
(3)  Investment

     The following table presents the fair value of the investment at
     December 31, 1998 and 1997:
                                       1998                 1997
                               --------------------  --------------------
                               Number      Fair      Number       Fair
                               of shares   Value     of shares    Value
                               --------- ----------  --------- ----------
     LNB Bancorp, Inc.          117,293  $3,254,868   124,822  $3,463,811
       Common Stock                      ==========            ==========
     During the years ended December 31, 1998 and 1997, the Plan's
     investment (including investments bought, sold, and held during the
     year) appreciated (depreciated) in value by $18,916 and $(81,238),
     respectively.

(4)  Federal Income Taxes

     The Internal Revenue Service issued its latest determination letter
     on June 24, 1996 which stated that the Plan and its underlying Trust,
     as designed, qualify under the applicable provisions of the Internal
     Revenue Code.  The Plan has been amended since receiving the
     determination letter.  In the opinion of the Plan Administrator, the
     Plan and its underlying Trust have operated within the terms of the
     Plan and remain qualified under the applicable provisions of the
     Internal Revenue Code.

     As long as the Plan continues to be qualified under present federal
     income tax laws and regulations, participants will not be taxed on
     Bank contributions or on investment earnings on such contributions
     at the time such contributions and investment earnings are received
     by the Trustee, but may be subject to tax thereon at such time as
     they receive distributions under the Plan.

(5)  Administrative Expenses

     The administrative expenses of the Plan are paid by the Bank.

(6)  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, 1998:                          Number
                                                of Shares     Fair Value
                                                ---------   ------------
            Balance at December 31, 1997        124,822      $ 3,463,811
              Purchases                           8,028          224,529
              Distributions                     (10,710)        (317,041)
              Sale of fractional shares          (4,847)        (135,347)
              Net appreciation                        -           18,916
                                               ----------   ------------
            Balance at December 31, 1998        117,293       $3,254,868
                                               ==========   ============
                                   6

<PAGE>35
                                                             Schedule 1
                                                             ----------

                            THE LORAIN NATIONAL BANK
                              STOCK PURCHASE PLAN

                                EIN: 34-0869480
                                PLAN NUMBER: 003








      Line 27(a) - Schedule of Assets Held for Investment Purposes
                               December 31, 1998


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.    117,293 shares of       $1,419,159 $3,254,868
                              LNB Bancorp Inc.
                              Common stock

*       Lorain National Bank Treasury Trust Fund     $  137,784 $  137,784











* Party-in-interest




  See accompanying independent auditors' report.

                                      7







<PAGE>36
                                                        Schedule 2
                                                        ----------
                           THE LORAIN NATIONAL BANK
                             STOCK PURCHASE PLAN

                              EIN: 34-0869480
                              PLAN NUMBER: 003

            Line 27(d) - Schedule of Reportable Transactions

                     Year ended December 31, 1998

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       Total
                                          Dollar      Dollar
  Identity of          Description        Value of    Value     Lease
  Party Involved       of Assets          Purchases   of Sales  Rental
--------------------  -----------------   ----------  ---------  ---------
* LNB Bancorp, Inc.    LNB Bancorp, Inc.
                        Common Stock;
                        8 purchases      $ 224,529        -          -

* LNB Bancorp, Inc.    LNB Bancorp, Inc.
                        Common Stock;
                         5 sales                -      135,347        -

* Lorain National Bank Treasury Trust Fund;
                         35 purchases       471,474        -          -

* Lorain National Bank Treasury Trust Fund;
                         20 sales               -       366,848       -

Line 27(d) - Schedule of Reportable Transactions Continued
  Column A             Column B           Column F     Column G   Column H
--------------------  -----------------   ------------ --------- ---------
                                                                 Current
                                          Expenses                Value Of
                                           Incurred               Asset On
 Identity of         Description           With       Cost of  Transaction
Party Involved       of Assets            Transaction Asset       Date
--------------------  -----------------   ------------ --------  --------
* LNB Bancorp, Inc.    LNB Bancorp, Inc.
                        Common Stock;
                         8 purchases            -      224,529    224,529

* LNB Bancorp, Inc.    LNB Bancorp, Inc.
                        Common Stock;
                         5 sales                -      139,517    135,347

* Lorain National Bank Treasury Trust Fund;
                         35 purchases           -      471,474    471,474

* Lorain National Bank Treasury Trust Fund;
                         20 sales               -      366,848    366,848

<PAGE>37
                                                           Schedule 2
                                                           ----------

                          THE LORAIN NATIONAL BANK
                            STOCK PURCHASE PLAN

                             EIN: 34-0869480
                             PLAN NUMBER: 003




             Line 27(d) - Schedule of Reportable Transactions

                        Year ended December 31, 1998

Line 27(d) - Schedule of 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;
                         8 purchases            -

* LNB Bancorp, Inc.    LNB Bancorp, Inc.
                        Common Stock;
                         5 sales             (4,170)

* Lorain National Bank Treasury Trust Fund;
                         35 purchases           -

* Lorain National Bank Treasury Trust Fund;
                         20 sales               -



* Party-in-interest

  See accompanying independent auditors' report.



                                   8














<PAGE>38
                                  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 28, 1999           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





























<PAGE>39
                              The Lorain National Bank
                                Stock Purchase Plan

                              Exhibit to Form 11 - K

                  (for the fiscal year ended December 31, 1998)

                            S - K Reference Number (24)


                         Consent of Independent Accountants.

















































<PAGE>40
(LETTERHEAD)
(LOGO)
KPMG 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 29, 1999,
relating to the statements of assets available for distribution to
participants of The Lorain National Bank Stock Purchase Plan as of
December 31, 1998 and 1997, 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 1998 annual report
on Form 10-K of LNB Bancorp, Inc.







/s/ KPMG LLP
Cleveland, Ohio
June 28, 1999

(LOGO)
Member Firm of
KPMG International