<PAGE> 1


                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC 20549

                               FORM 10-QSB

             QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934



For the Quarterly Period Ended September 30, 1997 Commission File Number 0-28162
                               ------------------                        -------


                            LENOX BANCORP, INC.
                            -------------------
     (Exact name of small business issuer as specified in its charter)


          Ohio                                           31-1445959
--------------------------                   ---------------------------------
(State or other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)



                   5255 Beech Street, St. Bernard, Ohio 45217
           --------------------------------------------------------------
                    (Address of principal executive offices)


                                (513) 242-6900
                 (Issuer's telephone number, including area code)


        Check whether the issuer:  (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

      YES  X        NO
          ---          ---

      At November 11, 1997, there were 409,542 shares of Common Stock, without
Par Value per share outstanding.

      Transitional Small Business Disclosure Format (Check One):

      YES           NO  X
          ---          ---



<PAGE> 2

                                  TABLE OF CONTENTS


                                                                        PAGE(S)

PART I - FINANCIAL INFORMATION

       Item 1 - Financial Statements

              - Consolidated Balance Sheets as of September 30, 1997
                and December 31, 1996................................        3

              - Consolidated Statements of Operations for the Three Months
                and Nine Months Ended September 30, 1997 and 1996....        4

              - Consolidated Statements of Cash Flows for the Nine Months
                Ended September 30, 1997 and 1996....................        5

              - Notes to Consolidated Financial Statements...........        6

       Item 2 - Management's Discussion and Analysis.................      6 - 9


PART II - OTHER INFORMATION

       Item 1 - Legal Proceedings....................................       10

       Item 2 - Changes in Securities and Use of Proceeds............       10

       Item 3 - Defaults Upon Senior Securities......................       10

       Item 4 - Submission of Matters to a Vote of Security Holders..       10

       Item 5 - Other Information....................................       10

       Item 6 - Exhibits and Reports on Form 8-K.....................       10


SIGNATURES...........................................................       11




<PAGE> 3


                                             LENOX BANCORP, INC.
                                         CONSOLIDATED BALANCE SHEETS
                                           (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>


                                                                                     SEPT. 30,        DEC. 31,
                                                                                       1997             1996
                                                                                     ---------        --------
                                                                                     Unaudited

<S>                                                                                    <C>             <C>
ASSETS
Cash and due from banks  ....................................................          $1,616          $1,115
Certificates of deposit  ....................................................             170             162
Investment securities - available for sale, at fair value (amortized cost of
  $5,243 and $6,193 at Sep. 30, 1997 and Dec. 31, 1996)  ....................           5,200           6,089
Mortgage-backed securities - available for sale, at fair value (amortized
  cost of $1,048 and $1,148 at Sep. 30, 1997 and Dec. 31, 1996)  ............           1,048           1,148
Loan receivable, net  .......................................................          39,190          37,495
Accrued interest receivable:
     Loans  .................................................................             174             148
     Mortgage-backed securities  ............................................               7               8
     Investments and certificates of deposit  ...............................              89             130
Property and equipment, net  ................................................             550             264
Federal Home Loan Bank stock - at cost  .....................................             582             436
Prepaid expenses and other assets  ..........................................              81              79
                                                                                    ---------       ---------
                                                                                      $48,707         $47,074
                                                                                    =========       =========


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
   Deposits:
     Savings, club and other accounts  ......................................          $5,803          $5,349
     Money market and NOW accounts  .........................................           4,711           5,332
     Certificate accounts  ..................................................          19,498          21,870
                                                                                    ---------       ---------
        Total deposits  .....................................................          30,012          32,551
Advances from Federal Home Loan Bank  .......................................          11,438           7,007
Capitalized lease obligations  ..............................................               0               5     
Advance payments by borrowers for taxes and insurance  ......................              70              93
Accrued expenses  ...........................................................             146              52
Accrued federal income taxes  ...............................................              50              44
Deferred federal income taxes  ..............................................              72              52
                                                                                    ---------       ---------
     Total liabilities  .....................................................         $41,788         $39,804


Stockholders' equity
     Common Stock - no par value: 2,000,000 authorized, 409,542 issued
        and outstanding at September 30, 1997 and 425,677 issued
        and outstanding at December 31, 1996  ...............................              --              --
     Additional paid in capital  ............................................           3,711           3,711
     Retained earnings - substantially restricted  ..........................           4,093           3,954
     Treasury stock  16,135 shares  .........................................            (259)              0
     Less unearned ESOP shares  .............................................            (324)           (326)
     Deferred stock award expense  ..........................................            (274)              0
     Unrealized gain (loss) on available for sale securities net of tax of
       $15,000 and $35,000 at Sep. 30, 1997 and Dec. 31, 1996  ..............             (28)            (69)
                                                                                    ---------       ---------
        Total stockholders' equity  .........................................           6,919           7,270

Total liabilities and stockholders' equity  .................................         $48,707         $47,074
                                                                                    =========       =========

</TABLE>



<PAGE> 4

                                                   LENOX BANCORP, INC.
                                       CONSOLIDATED STATEMENT OF OPERATIONS
                                                   September 30, 1997
                                   (Dollars in Thousands Except Per Share Data)

<TABLE>
<CAPTION>

                                                                            THREE MONTHS ENDING              NINE MONTHS ENDING
                                                                               SEPTEMBER 30,                    SEPTEMBER 30,
                                                                            1997            1996            1997            1996
                                                                            ----            ----            ----            ----
                                                                               Unaudited                        Unaudited
<S>                                                                        <C>            <C>              <C>             <C>
INTEREST INCOME AND DIVIDEND INCOME
    Loans  ............................................................    $ 744          $  681           $2,221          $1,977
    Mortgage-backed securities  ......................................        20              15               59              62
    Investments and interest bearing deposits  .......................       109             149              349             391
    FHLB stock dividends  ............................................        10               6               26              20
                                                                      ----------      ----------       ----------      ----------
       Total..........................................................       883             851            2,655           2,450

INTEREST EXPENSE
    Deposits........................................................         360             406            1,105           1,209
    Borrowed money and capitalized leases...........................         156              81              398             250
                                                                      ----------      ----------       ----------      ----------
       Total........................................................         516             487            1,503           1,459

    Net interest income before provision for loan losses............         367             364            1,152             991

Provision for loan losses...........................................           5               0               11               0
                                                                               -               -               --               -

    Net interest income after provision for loan losses.............         362             364            1,141             991

OTHER INCOME
    Service fee income..............................................          46              33              104              97
    Gain on sale of investments.....................................           0               0                0              29
                                                                      ----------      ----------       ----------      ----------
       Total........................................................          46              33              104             126

GENERAL AND ADMINISTRATIVE EXPENSES
    Compensation and employee benefits..............................         146             116              411             359
    Occupancy and equipment.........................................          33              35              108              96
    Federal insurance premium.......................................           8             249               24             291
    Franchise taxes.................................................          23              17               58              43
    Other expenses..................................................          92              71              332             216
                                                                      ----------      ----------       ----------      ----------
       Total........................................................         302             488              933           1,005

    Income before provision for income taxes........................         106             (91)             312             112

Provision for income taxes..........................................          36             (38)             106              30
                                                                      ----------      ----------       ----------      ----------

    Net income......................................................       $  70          $  (53)          $  206          $   82
                                                                      ==========      ==========       ==========      ==========

    Earnings per share..............................................       $0.17          $(0.12)          $ 0.49             N/A
                                                                      ==========      ==========       ==========      ==========
</TABLE>



<PAGE> 5

                                    LENOX BANCORP, INC.
                                  STATEMENT OF CASH FLOWS
                                     SEPTEMBER 30, 1997
                                   (dollars in thousands)

<TABLE>
<CAPTION>
                                                                        FOR THE NINE MONTHS
                                                                          ENDED SEPT. 30,
                                                                          ---------------
                                                                          1997       1996
                                                                          ----       ----
                                                                             UNAUDITED

<S>                                                                        <C>         <C>
Cash flows from operating activities
      Net income                                                           $206        $82
      Adjustments to reconcile net income to net
        cash provided (used) by operating activities
            Depreciation and amortization                                    38         49
            Provision (credit) for losses on loans                           11          0
            Amortization of deferred loan fees                               (4)        (7)
            Deferred loan origination fees (cost)                            17          5
            FHLB stock dividends                                            (26)       (22)
            Loss (Gain) on sale of investments and
               mortgage backed securities                                     0        (29)
            Effect of change in operating assets
               and liabilities
                    Accrued interest receivable                              16        (34)
                    Prepaid expenses                                         (2)         1
                    Advances by borrowers for taxes
                      and insurance                                         (23)       (45)
                    Accrued expenses                                         94        288
                    Accrued federal income taxes                              5         11
                                                                             --         --
                      Net cash provided (used) by
                        operating activities                                332        299


Cash flow from Investment activities
      Property and equipment addition                                      (321)       (15)
      Proceeds from sale of equipment                                         0          2
      Purchase of mortgage backed securities - AFS                            0       (653)
      Repayments of mortgage backed securities                               97        183
      Proceeds from sale of mortgage backed securities - AFS                  0        646
      Purchase of certificates of deposit                                    (8)        (8)
      Loan disbursements                                                 (6,910)    (9,832)
      Loan principal repayments                                           5,191      6,552
      Purchase of FHLB stock                                               (120)         0
      Purchase of investments - AFS                                           0     (6,150)
      Maturity of investments - AFS                                         950      2,220
      Proceeds from sale of investments - AFS                                 0      2,501
                                                                             --      -----
                      Net cash used by investing activities              (1,121)    (4,554)


Cash flows from financing activities
        Net increase (decrease) in deposits                              (2,539)       432
        Borrowings from FHLB                                              4,875        600
        Repayments of FHLB advances                                        (444)      (265)
        Payments on capitalized lease obligations                            (5)        (9)
        Proceeds from issuance of common stock                                0      3,572
        Repurchase of stock for Incentive Program                          (274)         0
        Purchase Treasury Stock                                            (259)         0
        Dividends paid                                                      (64)         0
                                                                            ----         -
                      Net cash provided by financing
                          activities                                      1,290      4,330
                                                                         ------      -----

Increase (decrease) in cash and cash equivalents                            501         75
Cash and cash equivalents at beginning of period                          1,115      1,249
                                                                         ------      -----

Cash and cash equivalents at end of period                               $1,616     $1,324
                                                                         ======      =====

Supplemental disclosure Cash paid for:
             Interest expense                                            $1,452     $1,445
             Income taxes                                                   101          0

</TABLE>

<PAGE> 6


                              LENOX BANCORP, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996


1.    PRINCIPLES OF CONSOLIDATION
      ---------------------------

      The consolidated financial statements include the accounts of Lenox
Bancorp, Inc. ("Lenox" or the "Company") and its wholly-owned subsidiary Lenox
Savings Bank (the "Bank"). All significant intercompany transactions have been
eliminated in consolidation. The investment in the Bank on Lenox's financial
statements is carried at the parent company's equity in the underlying net
assets.

      The consolidated balance sheet as of September 30, 1997 and related
consolidated statement of income, cash flows and changes in stockholder's equity
for the three and nine months ending September 30, 1997 and 1996 are unaudited.
In the opinion of management, all adjustments necessary for a fair presentation
of such financial statements have been included. Such adjustments consisted of
normal recurring items. Interim results are not necessarily indicative of
results for a full year.

      The financial statements and notes are presented as permitted by Form
10-QSB. The interim statements are unaudited and should be read in conjunction
with the financial statements and notes thereto contained in the Bank's annual
report as presented in Lenox's Form 10-K for the year ended December 31, 1996.

2.    EARNINGS PER SHARE
      ------------------

      The Bank's conversion from mutual to stock form and the initial public
offering of the Company's Common Stock was completed July 17, 1996. Net income
for the nine months ended September 30, 1997 was $206,000 or $.49 per share on
409,542 shares, and the net income for the quarter ending September 30, 1997 was
$70,000 or $.17 per share. The earning for the three months ending September 30,
1996 was a loss of $53,000 or ($.12) per share on 425,677 shares. Earnings per
share information for the nine months period ending September 30, 1996 are not
applicable since the Bank's mutual to stock conversion was not consummated until
July 17, 1996.

ITEM 2.       MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS.

COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
-----------------------------------------------------------------------------

      Assets. Total assets increased by $1.6 million or 3.5% to $48.7 million 
      ------
at September 30, 1997 from $47.1 million at December 31, 1996. Cash and due
from banks increased $501,000 due to proceeds of called investments. Investments
and mortgage-backed securities decreased $989,000 or 13.7% to $6.2 million at
September 30, 1997 from $7.2 million at December 31, 1996 reflecting a $61,000
or .59% increase in market value,  principal reductions of $100,000 or 8.7% of
mortgage-backed  securities, and $950,000 in investment securities being
called, during the same time period.  Loans receivable, net increased $1.7
million,  or 4.5%, to $39.2 million at September 30, 1997 from $37.5 million
at December 31, 1996.  The required amount of Federal Home Loan Bank ("FHLB")
stock increased $146,000 or 33.5% from $436,000 at December 31, 1996 to
$582,000 at September 30, 1997 due to the Bank's increase in borrowings from
the FHLB.  Property and equipment  increased $286,000 resulting from the
purchase of the new branch.

      Liabilities. Total liabilities increased by $2.0 million, or 5.0%, from
      -----------
$39.8 million at December 31, 1996 to $41.8 million at September 30, 1997
primarily due to an increase in advances from the FHLB of $4.4 million, or
63.2%, from $7.0 million at December 31, 1996 to $11.4 million at September 30,
1997. Advances from the FHLB



<PAGE> 7

increased primarily due to management's decision to focus on the use of lower-
cost FHLB advances as a source of funding for mortgage loans as opposed to
certificates of deposit accounts, which currently bear a higher cost to the
Bank. Accrued expenses increased $94,000 from $52,000 at December 31, 1996 to
$146,000 at September 30, 1997. These increases were partially offset by a
decrease in deposits amounting to $2.5 million or 7.8% from $32.5 million at
December 31, 1996 to $30.0 million at September 30, 1997. Certificate accounts
decreased $2.4 million or 10.8%, while savings, club and other accounts
increased $454,000 or 8.5%, and money market and NOW accounts decreased $621,000
or 11.6%. The decrease in the certificate accounts was a result of management's
decision to focus on lower-cost FHLB advances and de-emphase the use of
certificate accounts as a means of reducing the Bank's cost of funds. The
increase in savings, club and other accounts are related to a promotion to
increase the Prime Savings accounts and the increase in the Christmas Club
accounts. The decrease in the money market and NOW accounts resulted primarily
from the Bank's efforts to market its Prime Savings Account.

      Stockholders' Equity. Stockholders' equity decreased $351,000 or 4.8% from
      --------------------
$7.3 million at December 31, 1996 to $6.9 million at September 30, 1997.  The
decrease is a combination of net income of $206,000, offset by a $.15 per share
dividend being paid, a decrease of unrealized loss on securities available for
sale of $41,000 net of tax, together with the funding of the Company's
incentive plan and the repurchase of stock, totaling $533,000.

      Liquidity and Capital Resources. The Company's primary sources of funds
      -------------------------------
are deposits, FHLB advances, and principal and interest payments on loans.
While maturities and scheduled amortization of loans are predictable sources of
funds, deposit flow and mortgage prepayments are strongly influenced by changes
in general interest rates, economic conditions and competition.

      The primary investment activity of the Company for the nine months ended
September 30, 1997 was the origination of mortgage and consumer loans in the
amount of $6.9 million. The most significant source of funds for the nine months
ending September 30, 1997 was the net borrowings from the FHLB of $4.4 million.

      The Bank is required to maintain a minimum level of liquidity (net cash,
short term and marketable assets divided by total withdrawable deposits and
short term liabilities), as defined by the Federal Deposit Insurance Corporation
("FDIC"). The Bank's liquidity ratio at September 30, 1997 was 22.2%. The
Bank's most liquid assets are cash, federal funds sold, and marketable
securities. The levels of the Bank's liquid assets are dependent on the Bank's
operation, financing, lending and investing activities during any given period.
At September 30, 1997, assets qualifying for short term liquidity, including
cash and short term investment, totaled $7.9 million.

      At September 30, 1997, the Bank's capital exceeded all the capital
requirements of the FDIC. The Bank's tier 1 leverage and total capital to
risk-weighted capital ratios were 14.3% and 28.5%, respectively.

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTH ENDED SEPTEMBER 30, 1997
--------------------------------------------------------------------------------
AND 1996
--------

      General. Net income for the three months ending September 30, 1997
      -------
increased by $123,000 to $70,000 from a loss of $53,000 for the three months
ended September 30, 1996. This increase was primarily due to the one-time
charge to all institutions insured by the Savings Association Insurance Fund
("SAIF") to recapitalize the SAIF, in the three month period ended September 30,
1996. The after-tax charge to earnings during the three month period ended
September 30, 1996 totaled $142,000. The increase in net income for the three
months ended September 30, 1997 was partially offset by an increase in general
and administrative expenses (net of the SAIF assessment) of $41,000, compared to
the same period the prior year, which was primarily due to increased expenses
associated with operating a public company and an increase in compensation and
employee benefits expense.

      Interest Income and Dividend Income. Interest income and dividend income
      -----------------------------------
for the three months ended September 30, 1997 was $883,000 compared to $851,000
for the three months ended September 30, 1996, an increase of $32,000 or 3.8%.
Interest earned on loans increased $63,000 or 9.3% to $744,000 for the three
months ended September 30, 1997 from $681,000 for the three months ended
September 30, 1996 and was the primary reason for the increase in interest
income. The increase in interest earned on loans was due to an increase in the



<PAGE> 8


average balance of loans for the three months ended September 30, 1997 from the
comparable 1996 period. The increase in loan interest was reduced by the 
decrease in investment interest for the same period. Investment interest
decreased $40,000 or 26.8% from $149,000 for the three months ended September
30, 1996 to $109,000 for the same period ended September 30, 1997. The decrease
in interest income was due to a decrease in the average balance of the
investment securities portfolio.

      Interest Expense. Interest expense for the three months ended September
      ----------------
30, 1997 was $516,000 compared to $487,000 for the three months ended September
30, 1996, an increase of $29,000 or 6.0%. Interest expense on deposits was
$360,000 for the three months ended September 30, 1997 as compared to $406,000
for the three months ended September 30, 1996, a decrease of $46,000 or 11.3%.
The decrease was due to lower average deposits outstanding period to period.
Interest expense on borrowed money and capitalized leases was $156,000 for the
three months ended September 30, 1997 as compared to $81,000 for the three
months ended September 30, 1996, an increase of $75,000 or 92.6%. The increase
was due to an increase in outstanding Federal Home Loan Bank advances for the
three months ended September 30, 1997, as compared to the three months ended
September 30, 1996.

      Net Interest Income. Net interest income increased $3,000 or 0.8% for the
      -------------------
three months ended September 30, 1997 to $367,000 from $364,000 for the three
months ended September 30, 1996. Net interest income was further reduced by a
$5,000 increase in provision for loan losses, due to management's periodic
evaluation of the risk inherent in the Bank's loan portfolio and the decision,
based on that review, to increase provisions by $5,000, in light of the Bank's
recent increase in lending for the three months ended September 30, 1997 as
compared to the same period ended September 30, 1996.

      General and Administrative Expenses. General and administrative expenses
      -----------------------------------
for the three months ended September 30, 1997 were $302,000 as compared to
$488,000 for the three months ended September 30, 1996, a decrease of $186,000
or 38.1%. Compensation and employee benefits increased $30,000 or 25.9% to
$146,000 for the three months ended September 30, 1997 due to an increase in
staff. Federal deposit insurance premiums decreased $241,000 or 96.8% to $8,000
for the three months ended September 30, 1997, from $249,000 for the same period
ended September 30, 1996 due to the lower insurance premiums and the one-time
SAIF assessment of $227,000 in the three months ended September 30, 1996. The
increase in other expenses to $92,000 for the three months ended September 30,
1997, an increase of $21,000, or 29.6%, was due to additional expenses of
operating a public company.

      Income Taxes. Income taxes for the three months ended September 30, 1997
      ------------
increased $74,000 to $36,000 from ($38,000) for the three months ended September
30, 1996. This was the result of an increase in income before taxes of $197,000.
Net  income  before  tax  provision  was  $106,000  for the three  months  ended
September  30,  1997  compared  to a loss of $91,000  for the same period of the
prior year.

COMPARISON OF RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
--------------------------------------------------------------------------------
AND 1996
--------

      General. Net income for the nine months ended September 30, 1997
      -------
increased by $124,000 or 151.2% to $206,000 from $82,000 for the nine months
ended September 30, 1996. This increase was primarily due to the increase in net
interest income offset by an increase in other expenses. For the nine months
ended September 30, 1997, there were no gains on sale of investments compared to
a $29,000 gain for the same period in 1996. General and administrative expenses
were lower in the nine months ended September 30, 1997 due to the one-time SAIF
assessment in 1996 totaling $227,000.

     Interest Income and Dividend Income. Interest income and dividend income
     -----------------------------------
for the nine months ended September 30, 1997 was $2.7 million compared to $2.5
million for the nine months ended September 30, 1996, an increase of $205,000,
or 8.4%. Interest earned on loans increased $244,000 or 12.2% to $2.2 million
for the nine months ended September 30, 1997 from $2.0 million for the nine
months ended September 30, 1996 and was the primary reason for the increase in
interest income.  The increase in interest earned on loans was due to an
increase


<PAGE> 9
 

in the average balance of loans for the nine months ended September 30, 1997
from the comparable 1996 period.

     Interest Expense. Interest expense for the nine months ended September 30,
     ----------------
1997 was $1.50 million compared to $1.46 million for the nine months ended
September 30, 1996, an increase of $44,000 or 3.0%. Interest expense on deposits
was $1.1 million for the nine months ended September 30, 1997 as compared to
$1.2 million for the nine months ended September 30, 1996, a decrease of
$104,000, or 8.6%. The decrease was due to lower average deposits outstanding
period to period. Interest expense on borrowed money and capitalized leases was
$398,000 for the nine months ended September 30, 1997 as compared to $250,000
for the nine months ended September 30, 1996, an increase of $148,000 or 59.2%.
The increase was due to an increase in outstanding Federal Home Loan Bank
advances for the period ended September 30, 1997, as compared to the period
ended September 30, 1996, as a result of the Bank's emphasis on the use of such
lower-cost borrowings.

      Net Interest Income. Net interest income increased $161,000 or 16.2% for
      -------------------
the nine months ended September 30, 1997 to $1.2 million from $1.0 million for
the nine months ended September 30, 1996. This increase was due to interest
income increasing by $205,000 or 8.4% compared to interest expense for the nine
months ended September 30, 1997 increasing $44,000 or 3.0%. This spread was
further reduced by $11,000 increase in provision for loan losses, due to
management's periodic evaluation of the risk inherent in the Bank's loan
portfolio. Based on that review, management determined to increase the provision
by $11,000 for the nine months ended September 30, 1997 compared to the
comparable period in 1996, in light of the Bank's increased lending in recent
periods.

      General and Administrative Expenses. General and administrative expenses
      -----------------------------------
for the nine months ended September 30, 1997 were $933,000 compared to $1.0
million for the nine months ended September 30, 1996, a decrease of $72,000 or
7.2%. Federal deposit insurance premiums decreased $267,000 or 91.8% to $24,000
for the nine months ended September 30, 1997, from $291,000 for the same period
ended September 30, 1996 due to the lower insurance premiums and the one-time
SAIF assessment of $277,000 in the nine months ended September 30, 1996.
Compensation and employee benefits increased $52,000 or 14.5% to $411,000 for
the nine months ended September 30, 1997, due to an increase in staff. The
increase in other expenses to $332,000 for the nine months ended September 30,
1997, an increase of $116,000, or 53.7%, was due to additional expenses of
operating a public company.

      Income Taxes. Income taxes for the nine months ended September 30, 1997
      ------------
increased $76,000 to $106,000 from $30,000 for the nine months ended September
30, 1996. This was the result of an increase in income before taxes of $200,000.
Net income before tax provision was $312,000 for the nine months ended September
30, 1997 compared to $112,000 for the same period of the prior year.

      Thrift Rechartering Legislation. The Deposit Insurance Fund Act of 1996
      -------------------------------
provides that the BIF and SAIF will merge on January 1, 1999 if there are no
more savings associations as of that date. Various proposals to eliminate the
federal thrift charter, create a uniform financial institutions charter and
abolish the OTS have been introduced in Congress. The House Banking Committee
reported a bill in July 1997 that would require federal savings institutions to
convert to a national or state bank charter within two years of enactment. The
bill would allow banks resulting from the conversion of a savings association to
continue to engage in activities (and hold assets) in which it was lawfully
engaged on the day before enactment. State chartered thrifts would become
subject to the federal regulation as applies to state commercial banks. Holding
companies for savings institutions would become subject to the same regulation
as holding companies that control commercial banks, with a limited grandfather
provision for unitary savings and loan holding company activities. The OTS would
be merged with the Office of the Comptroller of the Currency, the agency that
regulates national banks. The Bank is unable to predict whether such legislation
would be enacted, the extent to which the legislation would restrict or disrupt
its operations or whether the BIF and SAIF funds will eventually merge.



<PAGE> 10


                         PART II - OTHER INFORMATION


Item 1 - Legal Proceedings

                  None

Item 2 - Changes in Securities

                  None

Item 3 - Defaults Upon Senior Securities

                  None

Item 4 - Submission of Matters to a Vote of Security Holders

                  None

Item 5 - Other Information

                  None

Item 6 - Exhibits and Reports on Form 8-K

      (a)     Exhibits

              Exhibit 3.1   Certificate of Incorporation of Lenox Bancorp, Inc.*

              Exhibit 3.2   Bylaws of Lenox Bancorp, Inc. *

              Exhibit 4.0   Stock Certificate of Lenox Bancorp, Inc.*

              Exhibit 27.0  Financial Data Schedule (filed herewith)

       (b)    Reports on Form 8-K

              None

----------------------------
*  Incorporated  herein by reference  into this  document  from Exhibits to Form
   S-1, Registration Statement, filed August 28, 1995, as amended,  Registration
   No. 33-96248.


<PAGE> 11

                                 SIGNATURES


        In accordance with the  requirements  of the Securities  Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized.

                                   LENOX BANCORP, INC.


Date: November 14, 1997                 /s/ Virginia M. Porowski
                                        -------------------------
                                        Virginia M. Porowski
                                        President and Chief Executive Officer




Date: November 14, 1997                 /s/ Michael P. Cooper
                                        ---------------------
                                        Michael P. Cooper
                                        Treasurer and Chief Financial Officer
                                        (Principal Accounting Officer)