#### UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-QSB/A

Amendment No.1

|Ohio(State or other jurisdiction of incorporation or organization)
4730 Montgomery Road, Norwood, Ohio(Address of principal executive offices) | 31-1445959(I.R.S. EmployerIdentification No.)45212(Zip Code)
|---------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------

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 September 14, 2001,
the Company had 285,028 shares of common stock, par value $0.01 per share,
outstanding.

This Amendment No.1 to Form 10-QSB is being filed solely for the purpose of amending
Part I, Item 1 - Financial Statements and Part I, Item 2 - Management Discussion and Analysis of Financial Condition and Results of
Operations.

|Item 1. | FINANCIAL STATEMENTS.
|------- | ---------------------

`LENOX BANCORP, INC.CONSOLIDATED
                                 BALANCE SHEETS

                             (DOLLARS IN THOUSANDS)
                                                                   June 30, 2001    Dec. 31, 2000
                                                                   -------------    -------------

                                                                    Unaudited
Assets

Cash and due from                                                          $938          $2,591
Certificates of deposit                                                       0              98
Investment securities - available for sale,
   at fair value (amortized cost of  $1,500
   and $2,700 at June 30, 2001 and Dec. 31, 2000)                         1,487           2,661
Mortgage-backed securities - available for sale,
   at fair value (amortized cost of
   $430 and $501 at June 30, 2001 and Dec. 31, 2000)                        434             509
Collateralized mortgage obligations - available for
   sale, at fair value  (amortized
   cost of $4,142 and $4,098 at June 30, 2001 and Dec. 31, 2000)          4,116           4,050
                                                                  --------------   ------------
Total Investment Securities                                               6,037           7,220

Loan receivable, net                                                     55,721          54,251
Loans held for sale - at lower of cost or market                              0           3,711
Accrued interest receivable:
         Loans                                                              332             421
         Mortgage-backed securities                                           3               4
         Collateralized mortgage obligation                                  20              26
         Investments and certificates of deposit                             31              50
Property and equipment, net                                               1,232           1,266
Federal Home Loan Bank stock - at cost                                    1,738           1,765
Other Real Estate Owned                                                      91               0
Prepaid expenses and other assets                                           526             336
Prepaid federal income taxes                                                166              90
                                                                        $66,833         $71,829
                                                                  ==============    ============

Liabilities and Stockholders' Equity
Liabilities:
     Deposits:
          Savings, club and other accounts                               $8,222          $7,274
          Money market and NOW accounts                                   3,557           4,668
          Certificate accounts                                           23,278          24,603
                                                                 --------------     -----------
               Total deposits                                            35,057          36,544
Advances from Federal Home Loan Bank                                     26,294          29,864
Advance payments by borrowers for taxes and insurance                       107             257
Accrued expenses                                                            618             286
Deferred federal income taxes                                               115              75
                                                                  --------------   ------------
          Total liabilities                                             $62,191         $67,026

Stockholders' equity
   Common Stock - no par value: 2,000,000 authorized,
   425,677 issued and 285,028 outstanding at June 30,
   2001 and at December 31, 2000                                            426             426
   Additional paid in capital                                            $3,341          $3,341
   Retained earnings - substantially restricted                           3,811           4,058
   Unearned ESOP shares                                                    -171            -171
   Share acquired for Stock Incentive Plan                                 -174            -184
   Treasury stock 140,649 shares at June 30, 2001
   and 140,649 shares at December 31, 2000                               -2,567          -2,567
   Accumulated other comprehensive income:
   Unrealized (loss) on available for sale
   securities net of taxes                                                  -23            -100
                                                                  --------------    ------------
         total stockholders' equity                                      $4,642          $4,803
                                                                  --------------    ------------

Total liabilities and stockholders' equity                              $66,833         $71,829
                                                                  ==============    ============





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

                                          Three months ending  Six months ending
                                               June 30,              June 30,
                                          2001        2000      2001       2000
                                          ----        ----      ----       ----
                                              Unaudited            Unaudited

Interest Income and Dividend Income
     Loans                                 $1,092    $1,178    $2,183    $2,379
     Mortgage-backed securities                 7         8        14        18
     Collateralized mortgage obligations       63        75       136       142
     Investments and interest bearing          43        75       124       109
     FHLB stock dividends                      32        29        64        58
                                          --------  --------  --------  --------
          Total                             1,237     1,363     2,521     2,707

Interest Expense
     Deposits                                 427       480       863       931
     Borrowed money                           379       499       822       957
                                          --------  --------  --------  --------
          Total                               806       979     1,685     1,887

     Net interest income before               431       384       836       820
        provision for loan losses

Provision for loan losses                     220         9       229        32
                                          --------  --------  --------  --------

    Net interest income after                 210       375       607       788
       provision for loan losses

Other Income
     Service fee income                        49        43        91        78
     Gain on sale of loans and securities      69         0        97        23
     Mortgage Corp. Operations                106        76       166       125
                                          --------  --------  --------  --------
          Total                               224       120       354       227

General and Administrative Expenses
     Compensation and employee benefits       524       263       736       479
     Occupancy and equipment                   74        84       129       133
     Federal insurance premium                  6         2        11         4
     Franchise taxes                            8        13        23        29
     Other expenses                           238       172       420       356
                                          --------  --------  --------  --------
          Total                               850       534     1,318     1,001

     Income (Loss) before provision          -417       -37      -357        14
        for income taxes

Provision (Credit) for income taxes          -133       -12      -110         7
                                          --------  --------  --------  --------

     Net Income (Loss)                      -$284      -$25     -$247        $7
                                          ========  ========  ========  ========

    Basic Income (Loss) per share          -$1.00    -$0.09    -$0.87     $0.02
                                          ========  ========  ========  ========

    Diluted Income (Loss) per share        -$1.00    -$0.09    -$0.87     $0.02
                                          ========  ========  ========  ========




                               LENOX BANCORP, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  JUNE 30, 2001
                                                       For the Six Months Ended
                                                                June 30
                                                         2001             2000
                                                     ===========       =========
                                                               Unaudited
Cash flows from operating activities
   Net income (loss)                                      -$247              $7
Adjustments to reconcile net income to net cash
      provided (used) by operating activities
   Depreciation and amortization                             44              36
   Provision (credit) for losses on loans                   229              32
   Amortization of deferred loan fees                        25              34
   Deferred loan origination fees (cost)                    -18             -27
   FHLB stock dividends                                     -64             -58
   Gain on sale of investments and loans                    -97            -126
   Amortization of stock incentive plan award                10              10
   ESOP expense, net of tax benefit                           -               -
   Effect of change in operating assets and
        liabilities
     Accrued interest receivable                            115             -65
     Prepaid expenses                                      -190            -185
     Prepaid federal income tax                             -76              31
     Advances by borrowers for taxes and
        insurance                                          -150            -226
     Accrued expenses                                       332              84
                                                    ------------    ------------
            Net cash provided (used) by
                operating activities                        -87            -453

Cash flow from Investing activities
   Property and equipment additions                          -5            -955
   Repayments of mortgage backed securities                  82              57
   Purchase of certificates of deposit                       -2              -3
   Maturity of certificates of deposit                      100             100
   Net change in loans                                   -5,455          -4,573
   Proceeds from sale of investments                        711               0
   Proceeds from sale of mortgage loans                   7,460           6,778
   Purchase of FHLB stock                                     -             -40
   Maturity of investments - AFS                            600               -
                                                    ------------    ------------
            Net cash provided (used) by
                investing activities                      3,491           1,364

Cash Flows from financing activities
   Net increase (decrease) in deposits                   -1,487          -1,983
   Borrowings from FHLB                                       -          13,000
   Repayments of FHLB advances                           -3,570         -11,429
                                                    ------------    ------------
           Net cash provided (used) by investing
                activities                               -5,057            -412

Increase (decrease) in cash and cash equivalents         -1,653             499
Cash and cash equivalents at beginning of period          2,591             738
                                                    ------------    ------------

Cash and cash equivalents at end of period                  938           1,237
                                                    ============    ============

Supplemental disclosure
   Cash Paid for:
     Interest expense                                     1,724           1,864
     Income taxes                                             -               -`

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), which includes Lenox Mortgage Corporation. 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 June 30, 2001, and the consolidated statement of income and cash
flows for the six months ending June 30, 2001, and 2000 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 Companys annual report for the year ended
dated December 31, 2000.
2. CONVERSION TO CAPITAL STOCK FORM OF OWNERSHIP

On July 17, 1996, the Bank
converted from an Ohio chartered mutual savings bank to an Ohio chartered
capital stock savings bank, with the concurrent formation of the holding
company. Lenox was capitalized through the initial sale of 425,677 shares of
common stock. Lenox then used a portion of the proceeds from the sale to
purchase all of the outstanding shares of the Bank. This transaction was
accounted for in a manner similar to the pooling of interest method.

The Bank may not declare or
pay cash dividends on or repurchase any of its shares of common stock if the
effect thereof would cause equity to be reduced below applicable regulatory
capital maintenance requirements or if such declaration and payment would
otherwise violate regulatory requirements
3. EARNINGS PER SHARE

The net loss for the six
months ended June 30, 2001, was ($0.87) per share or ($247,000) on an average of
285,028 shares, compared to net income for the six months ended June 30, 2000,
of $7,000 or $.02 per share.

|Item 2. | MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|------- | ------------------------------------------------------------------------------------

Assets.
Total assets decreased 7% to $66.8 million at June 30, 2001 from $71.8 million
at December 31, 2000. This decrease was due to a 3.9% decrease in loans
receivable from $58.0 million at December 31, 2000, to $55.7 million at June 30,
2001 and was the combined effect of loan sales, early payoffs, and new loan
activity. Total Investment Securities decreased 16.4% to $6.0 million at June
30, 2001 from $7.2 million at December 31, 2000. Most of this decrease was due
to the callable features of two of the banks agency bonds called during
the second quarter and the sale of an one-time only callable agency that had
passed its call date and was sold at a premium. The remainder of the
change was due to fluctuations in the market valuation of securities. Cash due
from banks decreased $1.7 million to $938,000 at June 30, 2001 from $2.6 million
at December 31, 2000 as the previous excess funds were applied to paying down
Federal Home Loan Bank advances.

Liabilities.Total liabilities decreased 7.2% from $67.0 million at December 31, 2000, to
$62.1 million at June 30, 2001, primarily due to a decrease in Federal Home Loan
Bank (FHLB) Advances of 12.0%, from $29.9 million at December 31, 2000, to $26.3
million at June 30, 2001. The ongoing process of restructuring the FHLB advances
from a short term variable rate base to a longer term fixed rates base and the
several successful sales of small blocks of loans has allowed the bank to resize
the FHLB advance portfolio. The second quarter allowed the Bank to address the
prepayment of its last LIBOR based advance. This was accomplished with the
end result being a reduction in the interest rate and the lengthening of the
maturity of this item.

The deposit base decreased
4.1% from $36.5 million at December 31, 2000, to $35.0 million at June 30,
2001,and the make up of the deposit base has changed. Certificate of deposit
accounts declined 5.4% from $24.6 million at December 31, 2000 to $23.3 million
at June 30, 2001 due to lower pricing in an effort to reduce the Banks
cost of funds. In addition, Money Market and NOW accounts declined 23.8% from
$4.7 million at December 31, 2000, to $3.6 million at June 30, 2001. The decline
in these accounts is based on a combination of falling interest rates and the
more temporary nature of the balances in these accounts. This decrease, however,
was partially offset by savings, club and other accounts increasing 13.0% from
$7.3 million at December 31, 2000, to $8.2 million at June 30, 2001. This
repositioning helps to improve the Banks interest rate risk position in
that many of these accounts are either tied to a lower yielding account or to an
account that will reprice when rates change. Accrued expenses and other
liabilities increased to $618,000 at June 30, 2001 from $286,000 at December 31,
2000. This increase relates to the Shareholders Meeting discussed in Part II,
Item 4. The bulk of the increases in accrued expenses represent two different
items. The first portion of the accrual is additional $300,000 for the potential
payout of the employment contract of the banks former President and CEO.
The second portion of the accrual of $24,000 relates to legal expenses incurred
from the 2001 Annual Shareholders Meeting.

Stockholders
Equity. Stockholders equity decreased 3.4% from $4.8
million at December 31, 2000 to $4.6 million at June 30, 2001. The decrease was
primarily due to a $247,000 decrease in retained earnings for net loss generated
for the period offset by a $77,000 decrease in the unrealized loss on available
for sale securities. The Banks capital position as of June 30, 2001 was
$4.6 million, which is 6.9% of the assets.

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.

The primary investment
activity of the Company for the six months ended June 30, 2001, was the
origination of mortgage and consumer loans. The most significant source of funds
for the six months ending June 30, 2001, was the repayment of mortgage loans and
the sale of mortgage loans.

Liquid assets (cash and
investment securities) decreased $2.9 million during the six months ended June
30, 2001 to $2.4 million. This decrease reflects net loan increase of $5.6
million, a $1.5 million decrease in deposits and repayment of $3.6 million in
FHLB advances offset by loans sales of $7.6 million, repayments on
mortgage-backed securities of $82,000 and the maturity and sale of investments
of $1.4 million. Liquid assets represent 3.6% of total assets as of June 30,
2001.

The net change in loans
before sales was $5.5 million for the six months ended June 30, 2001 as compared
to $4.6 million for the period ended June 30, 2000. The increase in loan demand
from the current low rate interest environment is the reason for the increase in
the loans prior to the sale of loans on the secondary market. The Bank continues
to sell loans with servicing retained on the secondary market. The Bank sold
$7.5 million of loans during the six months ended June 30, 2001 as compared to
$6.8 million of loans for the prior six-month period. The loans sold represented
loans classified as available for sale by management. The loan sale proceeds
were used to repay FHLB advances that the Bank had utilized to fund the loans
upon origination.

The Bank is required to
maintain a minimum level of liquidity consistent with safe and sound operation
of the institution. The Banks most liquid assets are cash, federal funds
sold, and unpledged 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. In addition the bank has a ready
source of Federal Home Loan Bank (FHLB) Advance borrowing capacity. These funds
can be accessed quickly and at competitively rates to meet liquidity needs. At
June 30, 2000, an additional $7.7 million was available to be drawn as
additional advances from the FHLB representing a total liquidity source of $10.1
million.

As of June 30, 2001, the
Banks capital did not meet all the capital requirements stipulated in the
Memorandum of Understanding dated May 4, 2001 with the FDIC and the State
Department of Commerce. The Banks tier 1 leverage and total capital to
risk-weighted capital ratios was 6.82% and 13.06%, respectively. Additional
expenses provided to the provision for loan loss as well as additional expenses
relating to the accruals detailed above were sufficient to cause the Banks
capital to not meet the capital requirements stipulated. With the recognition of
the extra expenses and plans in place to add to the Banks capitalization
in the near future, the Bank should be able to meet the stated capital
requirements.

Comprehensive loss for the
six months ending June 30, 2001, and 2000 was $177,000 and $77,000,
respectively. The difference between net loss and comprehensive income consists
solely of the effect of unrealized gain and losses, net of taxes, on available
for sale securities.

COMPARISON OF RESULTS OF
OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2001, AND 2000.

Interest and Dividend Income.
Interest and dividend income for the six months ended June 30, 2001 declined
when compared with the six months ended June 30, 2000 by 6.9% from $2.7 million
at June 30, 2000 to $2.5 million at June 30, 2001. Interest income on loans
decreased 8.2% from $2.4 million as of June 30, 2000 compared to $2.2 million as
of June 30, 2001. This decrease is the combined effect of a lower loan portfolio
base in 2001 compared to 2000 and a decreasing interest rate environment. Other
investments and investment bearing deposits increased 13.8% from $109,000 as of
June 30, 2000 and $124,000 as of June 30, 2001, mainly due to the banks
excess funds being placed in FHLB overnight interest bearing IFTS account. FHLB
stock dividends increased 10.3% due to an increase in the number of outstanding
shares owned.

Interest
Expense. Interest expense for the six months ended June 30, 2001,
was $1.7 million compared to $1.9 million for the six months ended June 30,
2000, a decrease of 10.7%. The decrease in deposit expense took place during a
time period where actual deposit levels were decreasing accompanied by a
downward trend on rates paid on these deposits. In the past the Bank has
utilized FHLB advances to fund much of the asset growth but with recent sales of
loans and the subsequent repayment of FHLB advances, the average balance on FHLB
advances has decreased by 24.3% to $26.3 million for the period ended June 30,
2001 from $32.7 million for the period ended June 30, 2000. This reduction in
the level of FHLB advances as well as the lower rates associated on the
restructured advance portfolio led to the reduction in borrowed money expenses.

Net Interest Income
Before Provision for Loan Losses. Net interest income before
provision for loan losses increased 2.0% for the six months ended June 30, 2001,
to $836,000 from $820,000 for the six months ended June 30, 2000. This
improvement indicates a closer alignment with and recognition of interest
spreads and margins in controlling interest related costs.

Provision for Loan
Losses . The provision for loan losses increased from $32,000 for
the six months ending June 30, 2000, to $229,000 for the six months ended June
30, 2001. The loan loss was increased to reflect managements best estimate
of probable losses inherent in the loan portfolio as of June 30, 2001. At the
boards request management evaluated the recent changes in the loan
portfolio.

`Allocation of the Allowance for Loan Losses

Balance at End of Period        2001                       2000


                   Amount       % of total loans    Amount      % of total loans

Real Estate        290,000      96%                 82,000      97%

Installment         16,000       4%                 40,000       3%

Unallocated           0          0%                    0         0%

                   306,000      100%                122,000     100%`

The increase in the allowance for loan losses was based on the increase in the amount of loans secured by non-owner occupied
real estate located outside the Cincinnati lending area.  The Bank has experienced an increase in the concentration of its non-owner
occupied real estate portfolio from 30% as of June 2000 to approximately 50% as of June 2001.  The majority of this increase is
secured by real estate outside the Cincinnati lending area.  The Bank has also experienced an increase in the amount of loans to
multiple borrowers that are secured by non-owner occupied property outside the local area.  This increase in non-owner occupied real
estate loans and the increased inherent risk in this type of lending caused management to perform an expanded analysis of the loan
portfolio.  The expanded analysis included a review of the recent changes in the loan portfolio from lending to borrowers on owner
occupied properties to non-owner occupied properties.  The loan portfolio was analyzed and loans were classified as "unclassified",
"special mention", "substandard", "doubtful" and "loss".  The classification was determined by evaluating the risk for each loan group
and individually once classified. "Unclassifed" loans are assets of sound quality with no current or potential weakness which may
jeopardize collection.  "Special mention" loans are assets that have a potential weakness or pose an unwarranted financial risk that,
if not corrected, could weaken the asset and increase the risk in the future.  "Substandard" loans are assets that are 90 days or
more delinquent or 60 days delinquent if less than a 12 months, are inadequately protected by the current new worth and paying
capacity of the obligor or of the collateral pledged, have a well defined weakness based upon objective evidence, and are
characterized by the distinct possibility of sustaining some loss if the deficiencies are not corrected. "Doubtful" loans are assets
that have all the weaknesses in those classified "substandard", with the added characteristic that the weaknesses make collection or
liquidation in full highly questionable and improbable.  "Loss" are assets considered uncollectible and of such little value that
their continuance as assets is not warranted.

Loans 90 days delinquent were placed in non-accrual status, and classified as substandard, doubtful, or loss.  Classified
assets as of June 30, 2001 were $2.7 million as compared to $218,000 as of June 30, 2000.  As of June 30, 2001 classified assets
categories were special mention of $2.1 million, substandard of $454,000, doubtful of $28,000 and loss of $17,000.  Classified assets
as of June 30, 2000 were $218,000, with special mention of $113,000, substandard of $102,000, doubtful of $777 and loss of $2,000.

The new management installed after the 2001 Shareholders Meeting determined that the change in the loan portfolio from
owner-occupied real estate lending to non-owner occupied real estate lending was a significant change in the loan portfolio.
Management believes this significant change in the loan portfolio warrants the increase in the allowance for loan losses.  Management
established allowances related to the classified assets based on the total of each classification.  Classified loans are based on
management's analysis of the individual loans and the underlying collateral.  The general reserve includes all other unclassified
loans as part of the calculation for evaluating  the inherent risk in lending.  Management also considered the past loan loss
experience, the current economic conditions and the requirements of the regulatory agencies in determining the appropriate level of
the allowance for loan losses.

Management on a periodic basis evaluates the loan portfolio and specific loans that indicate  situations that may affect the
borrower's ability to pay and the estimated underlying collateral.  Once classified by management all assets are analyzed on a
quarterly basis to monitor the differences between actual losses and the estimated losses.  The Bank currently has not experienced a
significant increase in non-performing loans or actual observed losses as compared to prior periods but the increase in inherent
risk, as a result of increased non-owner occupied real estate loans added to the loan portfolio, warrants the increase provision for
loan losses.

`Analysis of Allowance for Loan Loss

Balance at beginning period                 June 2001                 June 2000
of January:                                 $125,000                  $ 90,000
Charge offs:
Real Estate-mortgage                        $ 48,000                  $      0
Installment loans to individuals            $  2,000                  $  3,000

Recoveries:
Real Estate-mortgage                        $      0                  $      0
Installment loans to individuals            $  2,000                  $  3,000

Net charge-offs:                            $ 48,000                  $      0

Additions charged to operations             $229,000                  $ 32,000

Balance at end of period                    $306,000                  $122,000

Ratio of net charge-offs during the period to average loans outstanding
during the period:                          .08%                      .0%`

Net Interest Income
After Provision for Loan Losses . Net interest income after
provision for loan losses decreased $181,000 or 23.0% for the six months ended
June 30, 2001, to $607,000 from $788,000 for the six months ended June 30, 2000.
As indicated in the above paragraph above, the change in net interest income
after provision for loan losses was due to the increase in the loan loss
provision.

Other
Income. Other income increased 55.9% for the six months ending
June 30, 2001, to $354,000 from $227,000 for June 30, 2000. Service fee income
increased 16.7% from $78,000 at June 30, 2000 to $91,000 at June 30, 2001. This
increase was due to increases in bank service charges and increased efforts by
bank employees in expanding bank fee income. The gain on sale of loans and
securities increased from $23,000 for the six months ended June 30, 2000, to
$97,000 for the six months ended 2001. This gain was predominately from the sale
of loans and the sale of a security that had passed its call date.

General and
Administrative Expenses. General and administrative expenses for
the six months ended June 30, 2001 were $1.3 million compared to $1.0 million
for the six months ended June 30, 2000 representing an increase of 31.7%.
Compensation and benefits increased by a net of $257,000. This is primarily due
to the identification and accrual of the potential payout of the employment
contract of the former President and CEO of the bank. The increase in other
expenses from $356,000 for the six months ended June 30, 2000, to $420,000 for
the six months ended June 30, 2001 is due to increases in professional and legal
fees incurred due to the settlement of litigation related to the year 2000
Annual Shareholders Meeting.

Income
Taxes. Income taxes for the six months ended June 30, 2001 was a
tax benefit of $110,000 compared to a tax expense of $7,000 for the six months
ending June 30, 2000. This change is due to the effect of the additional
provision for loan losses and compensation expense.

Recent Accounting
Pronouncements. In June 1998, the FASB issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, which
establishes for derivative instruments, including derivative instruments
imbedded in other contracts, and for hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
SFAS No. 133, as amended by SFAS No. 137, is effective for all fiscal quarters
of fiscal years beginning after June 15, 2000. Management adopted this standard
without a material effect on the Companys financial position or results of
operations.

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 is no longer permitted. SFAS 141
requires that the purchase method be used for combinations initiated after June
30, 2001.

SFAS 142 requires that
goodwill no longer be amortized to earnings, but instead be reviewed for
impairment. The amortization of goodwill ceases upon adoption of the Statement,
which for most companies will be January 1, 2002.

Contingencies.Director John C. Lame has submitted a request for approval of approximately
$273,000 for the reimbursement of expenses incurred in connection with the 2001
Annual Shareholders Meeting. The proposed reimbursement, if approved, will be
made in the form of an issue of unregistered Common Stock at an appraised value.
The entire reimbursement is subject to regulatory approval. $145,000 of the
reimbursement is also subject to shareholder approval, which will be sought at
the 2002 Annual Shareholders Meeting. The remainder of $128,000 will not be
subject to shareholder approval as it relates to direct proxy solicitation
expenses, which were noticed to shareholders in Mr. Lames proxy materials
issued in connection with the 2001 Annual Shareholders Meeting. Approval of the
expenses for reimbursement will result in a charge to earnings at the time of
approval.

#### SIGNATURES

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

|September 14, 2001
DateSeptember 14, 2001
Date | LENOX BANCORP, INC.By:/s/ John C. Lame
John C. LamePresident & Chief Executive Officer By:/s/ David K. Brown
David K. BrownChief Financial Officer
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