#### UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)

For the quarterly period ended March 31, 2002

For the transition period from ________________ to ______________

#### LENOX BANCORP, INC.

|Ohio
(State or other jurisdiction of | 31-1445959
(I.R.S. Employer
Identification No.)
|------------------------------------ | -----------------------------------------------

Check whether the issuer:
(1) filed all documents and reports required to be filed by Section 13 or 15(d)
of the Exchange Act 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.

As of May 8, 2002, the
Company had 366,847 Common Shares outstanding.

1

LENOX BANCORP, INC.
                                   FORM 10-QSB

                      FOR THE QUARTER ENDED MARCH 31, 2002INDEX

`Page
                                                                           ----
PART I.        FINANCIAL INFORMATION

Item 1.        Financial Statements-Unaudited

               Consolidated Balance Sheets at
               March 31, 2002 and December 31, 2001 ......................... 3

               Consolidated Statements of Operations For the Three
               Months Ended March 31, 2002 and 2001 ......................... 4

               Consolidated Statements of Cash Flows For the
               Three Months Ended March 31, 2002 and 2001 ................... 5

               Notes to Unaudited Consolidated Financial Statements ......... 6

Item 2.        Management's Discussion and Analysis of Financial Condition
               and Results of Operation...................................... 6

PART II.       OTHER INFORMATION

Item 1.        Legal Proceedings ............................................ 8
Item 2.        Changes in Securities ........................................ 8
Item 4.        Submission of Matters to a Vote of Security Holders .......... 8
Item 5.        Other Information ............................................ 8
Item 6.        Exhibits and Reports on Form 8-K.............................. 9`

FORWARD-LOOKING STATEMENTS STATEMENT

The Private Securities Litigation
Reform Act of 1995 provides a safe harbor from civil litigation for
forward-looking statements accompanied by meaningful cautionary statements.
Statements contained in this report and the information incorporated by
reference into this report that are not historical facts are forward-looking
statements based on our current expectations and beliefs concerning future
developments. There can be no assurance that future developments affecting us
will be the same as those that we anticipated. Actual results could differ
materially from those projected in the forward-looking statements.
Forward-looking statements, which are based on certain assumptions and describe
our future plans, strategies and expectations, are generally identified by use
of the words may, will, continue,
believe, expect, intend,
anticipate, estimate, project, or similar
expressions. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain. Factors which could have a material
adverse effect on our operations include:

- changes in the performance of the financial markets;
- changes in the demand for and market  acceptance  of our  products and
          services;
- changes in general economic conditions including interest rates and the presence
of competitors with greater financial resources;
- the continued availability of adequate funding sources;
- loan delinquency  rates and the possible  inadequacy of allowances for
          loan losses; and
- changes in state and federal banking regulations and regulatory actions
affecting Lenox.

These risks and
uncertainties should be considered in evaluating forward-looking statements and
undue reliance should not be placed on statements. Further information
concerning us and our business, including additional factors that could
materially affect our financial results, is included in our filings with the
Securities and Exchange Commission.

2

Lenox Bancorp, Inc.
Part I.  Financial Information

Item 1. Financial Statements (Unaudited).

`LENOX BANCORP, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
                                                           AT           AT
                                                        MARCH 31,   DECEMBER 31,
                                                         2002         2001
                                                       ---------   -------------

ASSETS
Cash and due from banks .............................  $  3,917        $  4,095
Mortgage-backed securities -
  available for sale, at fair value (amortized
  cost of $4,355 and $360 at March 31, 2002
  and December 31, 2001) ............................     4,346             366
Collateralized mortgage obligations -
  available for sale, at fair value
  (amortized cost of $2,340 and $3,963
  at March 31, 2002 and December 31, 2001) ..........     2,328           3,970
                                                       --------        --------
      Total Investment Securities ...................     6,674           4,336

Loans receivable, net of allowance
  for loan losses of $306 and $293 ..................    46,992          50,659
Accrued interest receivable:
  Loans .............................................       272             321
  Mortgage-backed securities ........................        20               3
  Collateralized mortgage obligations ...............        13              22
Property and equipment, net .........................     1,181           1,197
Federal Home Loan Bank stock - at cost ..............     1,907           1,886
Real estate owned ...................................      --                39
Prepaid expenses and other assets ...................       302             400
Prepaid federal income taxes ........................      --                39
                                                       --------        --------
      Total assets ..................................  $ 61,278        $ 62,997
                                                       ========        ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
   DEPOSITS:
     Savings, club and other accounts ...............  $  6,389        $  6,890
     Money market and NOW accounts ..................     4,342           4,532
     Certificate accounts ...........................    21,131          21,877
                                                       --------        --------
        Total deposits ..............................    31,862          33,299
   Advances from Federal Home Loan Bank .............    23,115          23,179
   Advance payments by borrowers
     for taxes and insurance ........................       188             364
   Accrued expenses .................................       481             581
                                                       --------        --------
      Total liabilities .............................  $ 55,646        $ 57,423
                                                       --------        --------

COMMITMENTS AND CONTINGENT LIABILITIES

EQUITY FOR ESOP SHARES ..............................  $    132        $    124

STOCKHOLDERS' EQUITY:
   Common stock - no par value:
     2,000,000 authorized, 507,496 issued
     and 366,847 outstanding at
     March 31, 2002 and at December 31, 2001 ........      --              --
   Additional paid in capital .......................     4,548           4,558
   Retained earnings - substantially restricted           3,851           3,785
   Unearned ESOP shares .............................      (127)           (136)
   Shares acquired for Stock Incentive Plan .........      (191)           (198)
   Treasury stock (140,649 shares at
     March 31, 2002 and at December 31, 2001) .......    (2,567)         (2,567)
   Unrealized loss on available
     for sale securities, net of taxes ..............       (14)              8
                                                       --------        --------
      Total stockholders' equity ....................     5,500           5,450
                                                       --------        --------
   Total liabilities and stockholders' equity .......  $ 61,278        $ 62,997
                                                       ========        ========


See notes to consolidated financial statements




                                        3



                               LENOX BANCORP, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
                  (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)


                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              ------------------
                                                                2002      2001
                                                              ------     -------

INTEREST INCOME AND DIVIDEND INCOME:
     Loans...................................................   $962      $1,091
     Mortgage-backed securities..............................     15           8
     Collateralized mortgage obligations.....................     36          73
     Investments and interest bearing deposits...............     15          83
     FHLB stock dividends....................................     21          32
                                                              ------      ------
         Total...............................................  1,049       1,287

INTEREST EXPENSE:
     Deposits................................................    271         436
     Borrowed money and capitalized leases...................    329         443
                                                              ------      ------
         Total...............................................    600         879

     Net interest income before provision for loan losses....    449         408
     Provision for loan losses...............................     15           9
                                                              ------      ------
     Net interest income after provision for loan losses.....    434         399

OTHER INCOME:
     Service fee income......................................     63          43
     Gain on sale of loans and securities....................     67          28
     Other income............................................      0          60
                                                              ------      ------
         Total...............................................    130         131

GENERAL AND ADMINISTRATIVE EXPENSES:
     Compensation and employee benefits......................    231         212
     Occupancy and equipment.................................     61          55
     Federal insurance premium...............................      4           5
     Franchise taxes.........................................     12          16
     Other expenses..........................................    161         182
                                                              ------      ------
         Total...............................................    469         470

     Income before provision for income taxes................     95          60
     Provision for income taxes..............................     30          23
                                                              ------      ------
     Net income.............................................. $   65      $   37
                                                              ======      ======

Basic earnings per share..................................... $ 0.19      $ 0.13
                                                              ======      ======
Diluted earnings per share................................... $ 0.19      $ 0.13
                                                              ======      ======

See notes to consolidated financial statements



                                        4


                              LENOX BANCORP, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

                                                                   FOR THE
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              ------------------
                                                                2002      2001
                                                              -------    -------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income................................................. $   65    $   37
   Adjustments to reconcile net income to
     net cash provided (used)
     by operating activities:
     Depreciation and amortization............................     16        22
     Provision for losses on loans............................     15         9
     Amortization of deferred loan costs......................     15        14
     Loans disbursed for sale in the secondary market......... (3,242)   (3,766)
     Proceeds from sale of loans on the secondary market......  3,111     3,703
     Deferred loan origination (costs)........................     (1)      (13)
     FHLB stock dividends.....................................    (21)      (31)
     Gain on sale of investments and loans....................     67        35
     Amortization of stock incentive plan award...............      5         5
     Effect of change in operating assets
       and liabilities:
       Accrued interest receivable............................     40        33
       Prepaid expenses.......................................     98       (24)
       Prepaid federal income taxes...........................     19         5
       Advances by borrowers for taxes and insurance..........   (176)      (87)
       Accrued expenses.......................................    (70)       63
                                                                ------    ------
         Net cash provided (used)
           by operating activities............................    (59)        5

CASH FLOWS FROM INVESTING ACTIVITIES:
   Repayments of mortgage-backed securities...................  1,701        27
   Purchase of certificates of deposits.......................     --        (2)
   Purchase of mortgage back securities....................... (4,039)       --
   Net change in loans........................................  3,720     1,978
   Proceeds from sale of investments..........................     --       711
                                                                ------   -------
     Net cash used by investing activities....................  1,382     2,714

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net (decrease) in deposits.................................  (1,437)     (46)
   Repayments of FHLB advances................................    (64)   (1,535)
                                                               -------   -------
     Net cash used by financing activities.................... (1,501)   (1,581)
                                                               -------   -------
Increase in cash and cash equivalents.........................   (178)    1,138
Cash and cash equivalents at beginning of period..............  4,095     2,591
                                                               ------    ------
Cash and cash equivalents at end of period.................... $3,917    $3,729
                                                               ======    ======
SUPPLEMENTAL DISCLOSURE:
   Cash paid for:
     Interest expense......................................... $  605    $  899
     Income taxes.............................................     --        --


See notes to consolidated financial statements


                                        5`

PART I.     FINANCIAL INFORMATION
ITEM 1.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

1. BASIS OF PRESENTATION

The accompanying unaudited
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. 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). In the
opinion of Lenox, the unaudited consolidated financial statements include all
adjustments (consisting of recurring accruals) considered necessary for a fair
presentation of financial position, results of operation and cash flow for the
interim period. All significant inter-company 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 preparation of
financial statements in conformity with accounting principles generally accepted
in the United States of America 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates. 

Results of operations and
cash flows for the three-month period ended March 31, 2002, are not necessarily
indicative of the results to be expected for the full year to end December 31,
2002. These unaudited consolidated financial statements should be read in
conjunction with the consolidated financial statements, accounting policies and
financial notes thereto included in the Companys Annual Report on Form
10-KSB for the year ended December 31, 2001 filed with the Securities and
Exchange Commission.
2. EARNINGS PER SHARE

The net income for the
three months ended March 31, 2002 was $0.19 per share, or $65,000 on an average
of 345,048 shares, compared to net income for the quarter ending March 31, 2001
of $37,000 or $0.13 per share.

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

Comparison of Financial Condition at March 31, 2002 and December 31, 2001

ASSETS. Total assets
decreased by 2.7% to $61.3 million at March 31, 2002. This decrease was due to a
7.3% decrease in loans receivable from $50.7 million at December 31, 2001 to
$47.0 million at March 31, 2002 and the early payoff of loans. Total investment
securities increased to $6.7 million at March 31, 2002 from $4.3 million at
December 31, 2001, as a result of investing the proceeds from the loan payoffs.

LIABILITIES. Total
liabilities decreased by 3.1% to $55.6 million at March 31, 2002. This decrease
was primarily due to a 4.3% decrease in deposits to $31.9 million at March 31,
2002. Certificates of deposit declined $.7 million to $21.1 million at March 31,
2002, due to lower pricing in an effort to reduce the Companys cost of
funds.

STOCKHOLDERS EQUITY.  Stockholders  equity  increased  $58,000,  or 1.0%. The
increase was  primarily due to a $65,000  increase in retained  earnings for net
income earned for the period.

LIQUIDITY AND CAPITAL
RESOURCES. The Companys primary sources of funds are deposits, FHLB
advances, principal and interest payments on loans and loan sales in the
secondary market. 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.

6

The primary investment
activity of the Company for the three months ended March 31, 2002 was the
purchase of mortgage-backed securities. The most significant source of funds for
the three months ending March 31, 2002, was the repayment of $3.7 million in
mortgage loans.

The Bank is required to
maintain a minimum level of liquidity consistent with the safe and sound
operation of the institution. 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 March 31, 2002, assets
qualifying for short-term liquidity, including cash and short-term investment,
totaled approximately $6.7 million.

At March 31, 2002, 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 9.13% and 17.79%, respectively.

Comparison of Results of Operations For The Three Months Ended March 31, 2002 and 2001.

GENERAL.The Company
reported net income of $65,000 for the three months ending March 31, 2002, which
represents a 76% increase of net income reported for the three months ended
March 31, 2001.

Comprehensive income for
the three months ending March 31, 2002 was $43,000 compared to a comprehensive
loss of $90,000 for the three months ending March 31, 2001. The difference
between net income and comprehensive income consists solely of the effect of
unrealized gain and losses, net of taxes, on available for sale securities.

INTEREST AND DIVIDEND
INCOME.Interest and dividend income for the three months ended March 31, 2002
decreased 18.5%. Interest income on loans decreased by 11.8% to $1.0 million for
the three months ended March 31, 2002. This was primarily due to a lower average
balance of loans. Other investments and investment bearing deposits decreased by
55.6% to $87,000 for the three months ended March 31, 2002, mainly due to lower
average investments and a lower interest rate environment.

INTEREST EXPENSE. Interest
expense for the three months ended March 31, 2002 was $600,000 compared to
$879,000 for the three months ended March 31, 2001, a decrease of 31.7%.
Interest expense on deposits decreased 37.8% due to lower interest rates paid on
deposits. Interest expense on borrowed money decreased by $114,000 to $329,000
for the three months ended March 31, 2002 due to lower average FHLB advances
outstanding.

NET INTEREST INCOME BEFORE
PROVISION FOR LOAN LOSSES. Net interest income before provision for loan losses
increased 10.0% to $449,000 for the three months ended March 31, 2002.

PROVISION FOR LOAN LOSSES.
The provision for loan losses increased from $9,000 for the three months ending
March 31, 2001 to $15,000 for the three months ended March 31, 2002. The loan
loss was increased to reflect the increase in the amount of loans secured by
non-owner occupied real estate located outside the Cincinnati lending area.

The Company uses different
formulas to determine the appropriate level of provision necessary for the
allowance for loan losses to cover the losses in the loan portfolio. Because
future events affecting the loan portfolio cannot be predicted with complete
accuracy, there can be no assurances that managements estimates are
correct and that the existing allowance for loan losses is adequate. However,
management believes that based on the information available to it on March 31,
2002, the Companys allowance for loan losses is sufficient to cover losses
inherent in the Companys current loan portfolio.

OTHER INCOME.  Other income decreased by $1,000 to $130,000 for the three months
ended March 31, 2002.

GENERAL AND ADMINISTRATIVE
EXPENSES. General and administrative expenses for the three months ended March
31, 2002 were $469,000 compared to $470,000 for the three months ended March 31,
2001. Compensation and benefits increased $19,000, primarily due to the
increased wages for loan origination volume.

7

INCOME TAXES.Income taxes
for the three months ended March 31, 2002 increased by $7,000 to $30,000 due to
an increase in pretax earnings. Net income before tax provision was $95,000 for
the three months ended March 31, 2002, compared to net income of $60,000 for the
same period ending March 31, 2001.

RECENT ACCOUNTING
PRONOUNCEMENTS. On July 29, 2001, the FASB issued SFAS 141 and 142. SFAS 141
requires that all business combinations be accounted for under a single method,
the purchase method. The use of the pooling of interest method is no longer
permitted. SFAS 141 requires that the purchase method be used for combinations
initiated after September 30, 2001. SFAS 142 requires that goodwill no longer be
amortized to earnings, but instead be reviewed for impairment. These statements
have no material effect on the Company at this time since it has not been
involved in a business combination subject to SFAS 141 and does not have
goodwill or other intangible aseets subject to SFAS 142.

PART II.    OTHER INFORMATION

Item 1.    Legal Proceedings.

On September 25, 2001,
Virginia M. Heitzman, the former CEO and President of Lenox and the Bank, filed
with the American Arbitration Association a demand for arbitration with the
Lenox and the Bank. Ms. Heitzmans demand sets forth claims for, among
other things, reinstatement of employment and an unspecified amount of damages,
including punitive damages, as a result of alleged wrongful termination of her
employment agreements with Lenox and the Bank. On July 13, 2001 the Boards of
Directors of Lenox and the Bank notified Ms. Heitzman of the termination of her
employment agreements for cause. Lenox and the Bank have accrued for the
potential payout of the employment agreements and are contesting the arbitration
demands of Ms. Heitzman. The matter is currently pending before the American
Arbitration Association panel. Lenox and the Bank have filed a motion to stay or
dismiss the case. The motion to dismiss was denied by the arbitrator who also
ruled that Ms. Heitzman was entitled to compensation from Lenox only (and not
the Bank) during the pendency of the arbitration. Lenox has filed a complaint
with the Federal District Court for the Southern District of Ohio to vacate that
award. Lenox and the Bank submitted to the FDIC the question as to whether Ms.
Heitzman is entitled to any payment under applicable federal regulations
prohibiting such payments by certain institutions regulated by the FDIC and the
Holding Company. On March 29, 2002, the FDIC determined that Ms. Heitzman was
not entitled to any of the payments she is seeking. Nevertheless, Ms. Heitzman
continues to pursue her arbitration claims.

Item 2.    Changes in Securities and Use of Proceeds.

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.

8

Item 6.    Exhibits and
Reports on Form 8-K (ss.249.308 of this Chapter).

(a)    Exhibits

None

(b)   Reports on Form 8-K

None.

SIGNATURES

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

LENOX BANCORP, INC.

|Dated:     May 8, 2002
Dated:     May 8, 2002 | By: /s/ John C. Lame
                                           John C. Lame
                                           President and Chief Executive Officer
                                          (principal executive officer)


                  By: /s/ Jane Schank
                                           Jane Schank
                                           Secretary and Treasurer
|--------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9