SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

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Lenox Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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April __, 2001

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of
Lenox Bancorp, Inc., the holding company for Lenox Savings Bank. The meeting
will be held at the Bank's executive offices at 4730 Montgomery Road, Norwood,
Ohio on Wednesday, May 9, 2001 at 2:30 p.m., local time.

The notice of annual meeting and proxy statement appearing on the
following pages describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the Company.
Directors and officers of the Company, as well as a representative of Clark,
Schaefer, Hackett & Co., the Company's independent auditors, will be present to
respond to appropriate questions of stockholders.

Please note that management has chosen to use a GREEN proxy card this
year, not a white proxy card as it has in the past. Stockholders should
therefore be sure to vote management's GREEN proxy.

It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure your shares are represented, we urge you to complete and
mail the enclosed GREEN proxy card. If you attend the meeting, you may vote in
person even if you have previously mailed a proxy card.

We look forward to seeing you at the meeting.

Sincerely,

Virginia M. Heitzman
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR

LENOX BANCORP, INC.
4730 MONTGOMERY ROAD
NORWOOD, OHIO 45212
(513) 531-8655
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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On Wednesday, May 9, 2001, Lenox Bancorp, Inc. (the "Company") will hold
its annual meeting of stockholders at the Bank's executive offices at 4730
Montgomery Road, Norwood, Ohio. The meeting will begin at 2:30 p.m., local time.
At the meeting, the stockholders will consider and act upon the following:

1. The election of two directors to serve for a term of three years;

2. The ratification of the appointment of Clark, Schaefer, Hackett &
Co. as independent auditors for the Company for the fiscal year
ending December 31, 2001;

3. The transaction of any other business that may properly come before
the meeting.

NOTE: The Board of Directors is not aware of any other business scheduled
to come before the meeting.

Stockholders of record at the close of business on April __, 2001 are
entitled to receive notice of and to vote at the meeting and any adjournment or
postponement of the meeting.

Please complete and sign the enclosed GREEN form of proxy, which is
solicited by the Board of Directors, and mail it promptly in the enclosed GREEN
envelope. The proxy will not be used if you attend the meeting and vote in
person.

BY ORDER OF THE BOARD OF DIRECTORS

Diane P. Hunt
CORPORATE SECRETARY

Norwood, Ohio
April __, 2001

IMPORTANT: THE PROMPT RETURN OF GREEN PROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
GREEN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.

LENOX BANCORP, INC.
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PROXY STATEMENT
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This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Lenox Bancorp, Inc. ("Lenox Bancorp" or the
"Company") to be used at the annual meeting of stockholders of the Company. The
Company is the holding company for Lenox Savings Bank (the "Bank"). The annual
meeting will be held at the Bank's executive offices at 4730 Montgomery Road,
Norwood, Ohio on Wednesday, May 9, 2001, at 2:30 p.m., local time. This proxy
statement and the enclosed GREEN proxy card are being first mailed to
stockholders on or about April __, 2001.

VOTING AND PROXY PROCEDURE

WHO CAN VOTE AT THE MEETING

You are entitled to vote your Lenox Bancorp common stock if the records of
the Company showed that you held your shares as of the close of business on
April __, 2001. As of the close of business on that date, a total of 285,028
shares of Lenox Bancorp common stock were outstanding. Each share of common
stock has one vote. As provided in the Company's Articles of Incorporation, in
no event shall any record owner of the Company's common stock which is
beneficially owned, either directly or indirectly, by a person who beneficially
owns in excess of 10% of the Company's outstanding shares, be entitled to any
vote in respect of the shares held in excess of the 10% limit.

ATTENDING THE MEETING

If you are a stockholder as of the close of business on April __, 2001,
you may attend the meeting. However, if your shares are held by a broker, bank
or other nominee (I.E., in "street name"), you will need proof of ownership to
be admitted to the meeting. A recent brokerage statement, a letter from a bank
or broker or a proxy card printed with the stockholder's name on it are examples
of proof of ownership. If you want to vote your shares of Lenox Bancorp common
stock held in street name in person at the meeting, you will have to get a
written proxy in your name from the broker, bank or other nominee who holds your
shares.

VOTE REQUIRED

The annual meeting will be held if a majority of the outstanding shares of
common stock entitled to vote is represented at the meeting. If you return valid
proxy instructions or attend the meeting in person, your shares will be counted
for purposes of determining whether there is a quorum, even if you abstain from
voting. Broker non-votes also will be counted for purposes for determining the
existence of a quorum. A broker non-vote occurs when a broker, bank or other
nominee holding shares for a beneficial owner does not vote on a particular
proposal because the nominee does not have discretionary voting power with
respect to that item and has not received voting instructions from the
beneficial owner.

In voting on the election of directors, you may vote in favor of both
nominees, withhold votes as to both nominees or withhold votes as to specific
nominees. Directors are elected by a plurality of the votes cast. This means
that the nominees receiving the greatest number of votes will be elected. Votes
that are withheld and broker non-votes will have no effect on the outcome of the
election.

In voting on the approval of the ratification of the appointment of Clark,
Schaefer, Hackett & Co. as independent auditors, you may vote in favor of the
proposal, vote against the proposal or abstain from voting. This matter will be
decided by the affirmative vote of a majority of the votes represented at the
meeting and entitled to vote. Abstentions will have the same effect as a
negative vote, while broker non- votes will have no effect on the outcome of the
voting.

VOTING BY PROXY

This proxy statement is being sent to you by the Board of Directors of
Lenox Bancorp for the purpose of requesting that you allow your shares of Lenox
Bancorp common stock to be represented at the annual meeting by the persons
named in the enclosed GREEN proxy card. All shares of Lenox Bancorp common stock
represented at the meeting by properly executed proxies will be voted in
accordance with the instructions indicated on the GREEN proxy card. If you sign
and return a GREEN proxy card without giving voting instructions, your shares
will be voted as recommended by the Company's Board of Directors. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE MANAGEMENT NOMINEES AND "FOR"
RATIFICATION OF CLARK, SCHAEFER, HACKETT & CO. AS INDEPENDENT AUDITORS.

If any matters not described in this proxy statement are properly
presented at the annual meeting, the persons named in the GREEN proxy card will
use their own judgment to determine how to vote your shares. If the annual
meeting is postponed or adjourned, your Lenox Bancorp common stock may be voted
by the persons named in the GREEN proxy card on the new meeting date as well,
unless you have revoked your proxy. The Company does not know of any other
matters to be presented at the meeting and does not intend to adjourn or
postpone the meeting in order to solicit additional proxies.

You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Secretary of the
Company in writing before your shares have been voted at the annual meeting,
deliver a later dated proxy, or attend the meeting and vote your shares in
person. Attendance at the annual meeting will not in itself constitute
revocation of your proxy.

If your Lenox Bancorp common stock is held in street name, you will
receive instructions from your broker, bank or other nominee that you must
follow in order to have your shares voted. Your broker or bank may allow you to
deliver your voting instructions via the telephone or the Internet. Please see
the instruction form that accompanies this proxy statement.

PARTICIPANTS IN LENOX SAVINGS BANK'S ESOP

If you participate in the Lenox Savings Bank Employee Stock Ownership Plan
you will have received with this proxy statement a voting instruction form that
reflects all shares you may vote under the plan. Under the terms of the ESOP,
all shares held by the ESOP are voted by the ESOP trustee, but each participant
in the ESOP may direct the trustee how to vote the shares of Company common
stock allocated to his or her account. All participants will vote their shares
anonymously. Unallocated shares of common stock held by the ESOP and allocated
shares for which no timely voting instructions are received will be voted by the
ESOP trustee in the same proportion as shares for which the trustee has received
voting instructions, subject to the exercise of its fiduciary duties. The
deadline for returning your voting instructions to the plan's trustee is April
30, 2001.

STOCK OWNERSHIP

The following table provides information as of April 1, 2001 with respect
to persons believed by the Company to be the beneficial owners of more than 5%
of the Company's outstanding common stock. A person may be considered to own any
shares of common stock over which he or she has, directly or indirectly, sole or
shared voting or investment power.

PERCENT OF
NUMBER OF COMMON STOCK
NAME AND ADDRESS SHARES OWNED OUTSTANDING
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Lenox Savings Bank Employee Stock Ownership Plan 33,212(1) 11.7%
4730 Montgomery Road
Norwood, Ohio 45212

John C. Lame 28,063 9.9%
1260 Hayward Avenue
Cincinnati, Ohio 45208

Virginia M. Heitzman 18,045 6.2%
4730 Montgomery Road
Norwood, Ohio 45212

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(1) Under the terms of the employee stock ownership plan, the employee stock
ownership plan trustee, subject to its fiduciary responsibilities, will vote
unallocated and allocated shares for which no timely voting instructions are
received in the same proportion as shares for which the trustee has received
voting instructions from participants. As of April 1, 2001, 16,074 shares
have been allocated to participants' accounts and 17,138 shares remain
unallocated.

The following table provides information about the shares of Lenox Bancorp
common stock that may be considered to be owned by each director and nominee for
director of the Company, by the executive officer named in the Summary
Compensation Table and by all directors and executive officers of the Company as
a group as of April 1, 2001. A person may be considered to beneficially own any
shares of common stock over which he or she has, directly or indirectly, sole or
shared voting or investing power. Unless otherwise indicated, each of the named
individuals has sole voting power and sole investment power with respect to the
shares shown.

NUMBER OF SHARES
NUMBER OF THAT MAY BE PERCENT OF
SHARES OWNED ACQUIRED WITHIN 60 COMMON
(EXCLUDING DAYS BY EXERCISING STOCK
NAME (OPTIONS)(1) OPTIONS OUTSTANDING(2)
- --------------------------------------- -------------- -------------------- ----------------

Gail R. Behymer........................ 3,321 767 1.4%

Henry E. Brown......................... 3,739 767 1.6

Virginia M. Heitzman................... 14,075(3) 5,109 6.6

John C. Lame........................... 28,063 256 9.9

Vernon L. Morrison..................... 100(4) -- 0.0

Reba St. Clair......................... 1,276 767 0.7

All directors and executive officers
as a group (8 persons).............. 59,390 10,221 23.6%

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(1) Includes unvested shares of restricted stock awards held in trust as part of
the Lenox Savings Bank 1997 Incentive Plan, with respect to which the
beneficial owner has voting but not investment power as follows: Mr.
Behymer--170 shares; Mr. Brown--170 shares; Ms. Heitzman--1,021 shares; Mr.
Lame--340 shares; and Ms. St. Clair--170 shares.
(2) Based on 285,028 shares of Lenox Bancorp common stock outstanding and
entitled to vote as of April 1, 2001, plus the number of shares that may be
acquired within 60 days by each individual (or group of individuals) by
exercising stock options.
(3) Includes 6,689 shares held under the Lenox Savings Bank Employee Stock
Ownership Plan, with respect to which Ms. Heitzman has voting but not
investment power.
(4) Represents 100 shares owned by Mr. Morrison's spouse.

PROPOSAL 1 -- ELECTION OF DIRECTORS

The Company's Board of Directors currently consists of five members. Four
directors are independent and one is an officer. Each director serves a
three-year term. The nominees for election this year are Henry E. Brown, whom is
a director of the Company and the Bank, and Vernon L. Morrison, who is a
director of the Bank.

It is intended that the proxies solicited by the Board of Directors will be
voted for the election of the nominees named above. If any nominee is unable to
serve, the persons named in the GREEN proxy card would vote your shares to
approve the election of any substitute proposed by the Board of Directors.
Alternatively, the Board of Directors may adopt a resolution to reduce the size
of the Board. At this time, the Board of Directors knows of no reason why any
nominee might be unable to serve.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
MANAGEMENT NOMINEES.

Information regarding the management nominees and the directors continuing
in office is provided below. Unless otherwise stated, each individual has held
his or her current occupation for the last five years. The age indicated in each
nominee's biography is as of December 31, 2000. There are no family
relationships among the directors or executive officers. The indicated period
for service as a director includes service as a director of the Bank.

COMPANY NOMINEES FOR ELECTION OF DIRECTORS

The management nominees standing for election are:

HENRY E. BROWN holds a B.S. degree in Civil Engineering from the
University of Missouri-Rolla. Mr. Brown has been an officer of TecSol
Manufacturing, a machine fabrication company located in Fort Walton Beach,
Florida since October 1999. In October 1999, Mr. Brown retired after being
employed with Procter & Gamble for 31 years. Mr. Brown is Chairman of the
Greater Cincinnati Metropolitan YMCA Board of Directors. Age 55. Director since
1995.

VERNON L. MORRISON has been the President of Lighthouse Mortgage Services,
Inc., a mortgage lending company located in Columbus, Ohio, since February 2000.
Mr. Morrison was Vice President of First Community Bank, located in Columbus,
Ohio, from July 1994 until February 1999. Age 40. Director since 2000.

DIRECTORS CONTINUING IN OFFICE

The following directors have terms ending in 2002:

GAIL R. BEHYMER holds a B.S. in Industrial Management and a M.B.A. from
the University of Cincinnati. He worked at Procter & Gamble for 34 years with a
background in construction and facilities management. He held the position of
Operations Manager prior to his retirement in 1995. Age 60. Director since 1993.

VIRGINIA M. HEITZMAN joined the Bank in 1986 and has served as President
and Chief Executive Officer since 1994 and Executive Managing Officer since
1989. Ms. Heitzman has over 20 years of experience in the banking industry. Age
42. Director since 1996.

REBA ST. CLAIR holds a B.A. in Political Science from Knox College.
Previously an officer in the military, she is currently a Finance Manager at
Procter & Gamble. Ms. St. Clair is a board member for Leadership Cincinnati,
Hamilton County Youth Conference, Lighthouse Youth Services, Playhouse in the
Park, The Cincinnati Art Museum and the Cincinnati Ballet. Age 40. Director
since 1995.

DIRECTOR WITH TERM EXPIRING

The following director's term expires at the 2001 annual meeting of
stockholders. The board of directors did not nominate him for election to
another three-year term of office:

JOHN C. LAME is currently a financial planner and investment advisor for
Paine Webber. Prior to joining Paine Webber in 1997, Mr. Lame served six years
as a vice president with Merrill Lynch. Mr. Lame also worked at Procter & Gamble
for 12 years from 1979 to 1991. Age 43. Director since 1998.

Mr. Lame has filed proxy solicitation material with the Securities and
Exchange Commission and has stated his intention to solicit proxies for the
election as directors of Lenox Bancorp, Inc. of John C. Lame and Guy E. Napier.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The business of the Company is conducted through meetings and activities
of its Board of Directors and its committees. The Board of Directors of the
Company meets as needed. During the year ended December 31, 2000, the Board of
Directors of the Company held 14 meetings. All of the directors of the Company
attended at least 75% of the total number of the Company's Board meetings and
committee meetings on which such directors served during 2000, except for Mr.
Lame, who missed four board meetings during fiscal 2000. The Board of Directors
of the Company maintains committees, the nature and composition of which are
described below:

AUDIT COMMITTEE. The Audit Committee, currently consisting of Messrs.
Behymer, Lame and Ms. St. Clair, provides assurance that financial disclosures
made by management portray the Company's financial condition and results of
operations. The Committee also maintains a liaison with outside auditors and
reviews the adequacy of internal controls. The Audit Committee of the Company
did not meet in 2000.

COMPENSATION COMMITTEE. The Compensation Committee, currently consisting
of Messrs. Behymer, Brown, Ms. Heitzman and Ms. St. Clair, is responsible for
all matters regarding compensation and fringe benefits for officers and
employees. The Compensation Committee met two times during 2000.

NOMINATING COMMITTEE. The Company's Nominating Committee for the 2001
annual meeting consisted of the full board of directors. However, Messrs.
Behymer and Lame were not in attendance. The Committee considered various
options for nominees for director to stand for election at the Company's annual
meeting of stockholders. After such deliberations, the Nominating Committee
nominated Mr. Brown to serve for an additional three-year term. However, the
Nominating Committee declined to nominate Mr. Lame for another term, and
instead, after reviewing his credentials, recommended to the Board that Mr.
Morrison be nominated. The Company's Articles of Incorporation and Code of
Regulations provide for stockholder nominations of directors. These provisions
require such nominations to be made pursuant to timely written notice to the
secretary of the Company. The stockholder's notice of nomination must contain
all information relating to the nominee which is required to be disclosed by the
Company's Code of Regulations and by the Securities and Exchange Act of 1934.
The Nominating Committee met on February 26, 2001.

The Company also maintains an Executive Committee and a Strategic Planning
Committee.

DIRECTORS' FEES. Members of the Company's Board of Directors do not
receive Board fees from the Company. For the first three months of 2000,
non-employee directors of the Bank who have served as directors of the Bank for
one year or more received a retainer of $100 per month, plus $370 per meeting
attended. Effective April 1, 2000, the Board stopped paying such fees. In lieu
of Board fees, the Board plans to adopt a stock plan, which will grant
restricted stock awards and/or stock options to directors based upon

the financial performance of the Bank during the previous fiscal year. Once
adopted, the plan will apply retroactively to the time at which payment of Board
fees was stopped.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following information is furnished for Ms. Heitzman. No other
executive officer of Lenox Bancorp received salary and bonus of $100,000 or more
during the year ended December 31, 2000.

ANNUAL COMPENSATION
---------------------------------------
OTHER
ANNUAL ALL OTHER
NAME AND FISCAL COMPENSATION COMPENSATION
PRINCIPAL POSITIONS YEAR SALARY($)(1) BONUS($) ($)(2) ($)
- ----------------------------- ------ ------------ -------- ----------- --------------

Virginia M. Heitzman (3)..... 2000 $84,250 $ -- $ -- $14,002(4)
President, Chief Executive 1999 84,250 -- -- 32,079
Officer and Director 1998 74,250 -- -- 33,641

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(1) Includes directors' fees of $5,600 in 1999. Beginning in 2000, Ms. Heitzman
no longer received directors' fees.
(2) Does not include the aggregate amount of perquisites and other personal
benefits, which was less than 10% of the total annual salary and bonus
reported.
(3) Ms. Heitzman also beneficially owns 1,021 unvested shares of restricted
stock granted on July 21, 1997 under the Lenox Bancorp, Inc. 1997 Incentive
Plan. As of December 31, 2000, the market value of those shares was $8,423.
(4) Consists of employer contribution to the Bank's 401(k) plan of $3,828 and
employee stock ownership plan allocations with a market value of $10,174.

OPTION VALUE AT FISCAL YEAR END

The following table provides information regarding unexercised stock
options for Ms. Heitzman as of December 31, 2000. Ms. Heitzman did not exercise
any stock options during the year ended December 31, 2000.

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
NAME AT FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)(1)
- --------------------------- -------------------------------- --------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------

Virginia M. Heitzman....... 5,109 3,404 $-- $--

- ------------------------------
(1) Value of unexercised in-the-money stock options equals the market value of
shares covered by in-the-money options on December 31, 2000 less the option
exercise price. Options are in-the-money if the market value of shares
covered by the options is greater than the exercise price.

EMPLOYMENT AGREEMENTS

The Bank and the Company entered into employment agreements with Ms.
Heitzman. The employment agreements provide for a three-year term for Ms.
Heitzman. The Bank employment agreement provides that, commencing on the first
anniversary date and continuing each anniversary date thereafter, the Board of
Directors of the Bank may extend the agreement for an additional year so that
the remaining term shall be three years, unless written notice of non-renewal is
given by the Board of Directors of the Bank after conducting a performance
evaluation of Ms. Heitzman. The term of the Company employment agreement may be
extended on a daily basis unless written notice of non-renewal is given by the
Board of Directors of the Company. The agreements provide that Ms. Heitzman's
base salary will be reviewed annually. The current base salary for Ms. Heitzman
is $84,250. In addition to the base salary, the agreements provide for, among
other things, participation in stock benefit plans and other fringe benefits
applicable to executive personnel.

The agreements provide for termination by the Bank or the Company for
cause as defined in the agreements, at any time. In the event the Bank or the
Company chooses to terminate Ms. Heitzman's employment for reasons other than
for cause, or in the event Ms. Heitzman resigns from the Bank and the Company
after specified circumstances that would constitute constructive termination,
Ms. Heitzman or, in the event of her death, her beneficiary, would be entitled
to receive an amount equal to the remaining base salary payments due to Ms.
Heitzman and the contributions that would have been made on her behalf to any
employee benefit plans of the Bank or the Company during the remaining term of
the agreement; PROVIDED, HOWEVER, that in the case of the Bank's agreement, the
payment shall not, in the aggregate, exceed three times the average of Ms.
Heitzman's five preceding taxable years' annual compensation. The Bank and the
Company would also continue and pay for her health and disability coverage for
the remaining term of the agreement.

Under the agreements, if voluntary (after specified circumstances that
would constitute constructive termination) or involuntary termination follows a
change in control of the Bank or the Company (as defined in the employment
agreement), Ms. Heitzman or, in the event of her death, her beneficiary, would
be entitled to a severance payment equal to the greater of: (i) the payments due
for the remaining term of the agreement; or (ii) three times the average of the
five preceding taxable years' annual compensation. The Bank and the Company
would also continue her life, health, and disability coverage for thirty-six
months. Notwithstanding that both agreements provide for a severance payment in
the event of a change in control, Ms. Heitzman would only be entitled to receive
a severance payment under one agreement.

Payments under the agreements in the event of a change in control may
constitute some portion of an excess parachute payment under Section 280G of the
Internal Revenue Code resulting in the imposition of an excise tax on the
recipient and denial of the deduction for such excess amounts to the Company and
the Bank. Under certain circumstances, severance payments to Ms. Heitzman under
the agreements may be subject to prior approval by the Federal Deposit Insurance
Corporation.

Payments under the Bank's agreement will be guaranteed by the Company in
the event that payments or benefits are not paid by the Bank. Payment under the
Company's agreement would be made by the Company. All reasonable costs and legal
fees paid or incurred by Ms. Heitzman pursuant to any dispute or question of
interpretation relating to the agreements shall be paid by the Bank or Company,
respectively, if Ms. Heitzman is successful on the merits pursuant to a legal
judgment, arbitration or settlement. The employment agreements also provide that
the Bank and Company shall indemnify the Executive to the fullest extent
allowable under Ohio law.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is responsible for assisting
the Board of Directors in fulfilling its responsibility to the stockholders
relating to corporate accounting, reporting practices and the quality and
integrity of the financial reports of the Company. Additionally, the Audit
Committee selects the auditors and reviews their independence and their annual
audit. The Audit Committee is comprised of three directors, each of whom is
independent under National Association of Securities Dealers' listing standards.
The Board of Directors has not adopted a written charter for the Audit
Committee.

The Audit Committee reviewed and discussed the annual financial statements
with management and the independent accountants. As part of this process,
management represented to the Audit Committee that the financial statements were
prepared in accordance with generally accepted accounting principles. The Audit
Committee also received and reviewed written disclosures and a letter from the
accountants concerning their independence as required under applicable standards
for auditors of public companies. The Audit Committee discussed with the
accountants the contents of such materials, the accountant's independence and
the additional matters required under Statement on Auditing Standards No. 61.
Based on such review and discussions, the Audit Committee recommended that the
Board of Directors include the audited consolidated financial statements in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2000 for
filing with the Securities and Exchange Commission.

Gail R. Behymer
John C. Lame
Reba St. Clair

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10% of
any registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Executive officers, directors and greater than 10% stockholders are required by
regulation to furnish the Company with copies of all Section 16(a) reports they
file.

Based solely on its review of the copies of the reports it has received
and written representations provided to the Company from the individuals
required to file the reports, the Company believes that each of the Company's
executive officers and directors has complied with applicable reporting
requirements for transactions in Lenox Bancorp common stock during the fiscal
year ended December 31, 2000, with the exception of a late report filed by David
K. Brown, Vice President of Finance with regard to the granted of restricted
stock awards and stock options in November 2000.

TRANSACTIONS WITH MANAGEMENT

It is the policy of the Bank to make loans to executive officers and
directors on their principal residences. The Bank's policy provides that all
loans made by the Bank, including lines of credit, to its directors be made in
the ordinary course of business, on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons and may not involve more than the normal risk of
collectibility or present other unfavorable features; provided, however

the Bank may offer loans to executive officers on terms not available to the
public, but available to other full- time employees, in accordance with recently
modified federal regulations. All such loans, however, did not involve more than
the normal risk of collectibility or present other unfavorable features. Any
loan made to an executive officer or director must be approved by the Board of
Directors prior to its being committed.

PROPOSAL 2 -- RATIFICATION OF AUDITORS

The Board of Directors has appointed Clark, Schaefer, Hackett & Co. to be
its auditors for the 2001 fiscal year, subject to the ratification by
stockholders. A representative of Clark, Schaefer, Hackett & Co. is expected to
be present at the annual meeting to respond to appropriate questions from
stockholders and will have the opportunity to make a statement should he or she
desire to do so.

If the ratification of the appointment of the auditors is not approved by
a majority of the votes cast by stockholders at the annual meeting, other
independent public accountants will be considered by the Board of Directors. THE
BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF
THE APPOINTMENT OF AUDITORS.

AUDIT FEES

The aggregate fees the Company billed by Clark, Schaefer for the annual
audit and for the review of the Company's Forms 10-QSB for the fiscal year 2000
totaled $49,500.

ALL OTHER FEES

The aggregate fees the Company paid to Clark, Schaefer for all other
non-audit services (excluding information technology services described above),
including fees for tax-related services, during fiscal year 2000 totaled $7,430.

The Audit Committee believes that the non-audit fees paid to Clark,
Schaefer are compatible with maintaining Clark, Schaefer's independence.

MISCELLANEOUS

The cost of solicitation of proxies on behalf of the Board will be borne
by the Company. In addition to the solicitation of proxies by mail,
_______________________________, a proxy solicitation firm, will assist the
Company in soliciting proxies for the annual meeting. The Company will pay a fee
of $_____, plus out-of-pocket expenses for these services. Proxies may also be
solicited personally or by telephone by directors, officers and other employees
of the Company and the Bank without any additional compensation. The Company
will also request persons, firms and corporations holding shares in their names,
or in the name of their nominees, which are beneficially owned by others, to
send proxy materials to, and obtain proxies from, the beneficial owners, and
will reimburse those record holders for their reasonable expenses in doing so.

The Company's Annual Report to Stockholders has been mailed to
stockholders of record as of the close of business on April __, 2001. Any
stockholder who has not received a copy of the Annual Report may obtain a copy
by writing to the Secretary of the Company. The Annual Report is not to be
treated as part of the proxy solicitation material or as having been
incorporated herein by reference.

A COPY OF THE COMPANY'S FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31,
2000, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED
WITHOUT CHARGE TO ALL PERSONS WHO WERE STOCKHOLDERS AS OF THE CLOSE OF BUSINESS
ON APRIL __, 2001 UPON WRITTEN REQUEST TO DIANE P. HUNT, CORPORATE SECRETARY,
LENOX BANCORP, INC., 4730 MONTGOMERY ROAD, NORWOOD, OHIO 45212.

STOCKHOLDER PROPOSALS

To be considered for inclusion in the Company's proxy statement and form
of proxy relating to the 2002 annual meeting of stockholders, a stockholder
proposal must be received by the Secretary of the Company at the address set
forth on the notice of annual meeting of stockholders not later than December
__, 2001. If such annual meeting is held on a date more than 30 calendar days
from May 9, 2002, a stockholder proposal must be received by a reasonable time
before the proxy solicitation for such annual meeting is made. Any such proposal
will be subject to 17 C.F.R. ss. 240.14a-8 of the Rules and Regulations under
the Securities Exchange Act of 1934.

The Code of Regulations provide an advance notice procedure for a
stockholder to properly bring business before an annual meeting. The stockholder
must give written advance notice to the Secretary of the Company not less than
thirty (30) days prior to the meeting; PROVIDED, HOWEVER, that in the event that
less than forty (40) days notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder must be
received not later than the close of business on the fifth day following the
date on which the Company's notice to stockholders of the annual meeting date
was mailed or such public disclosure was made. In order for the notice of a
stockholder proposal for consideration at the Company's 2002 annual meeting of
stockholders to be timely, the Company would have to receive such notice not
later than April 9, 2002 assuming the 2002 annual meeting is held on May 9, 2002
and that the Company provides at least 40 days notice or public disclosure of
the date of the meeting. The advance notice by stockholders must include the
stockholder's name and address, as they appear on the Company's record of
stockholders, a brief description of the proposed business, the reason for
conducting such business at the annual meeting, the class and number of shares
of the Company's capital stock that are beneficially owned by such stockholder
and any material interest of such stockholder in the proposed business. Nothing
in this paragraph shall be deemed to require the Company to include in its proxy
statement or the proxy relating to any annual meeting any stockholder proposal
which does not meet all of the requirements for inclusion established by the SEC
in effect at the time such proposal is received.

Whether or not you plan to attend the meeting, please vote by marking,
signing, dating and promptly returning the enclosed GREEN proxy card in the
enclosed GREEN envelope.

BY ORDER OF THE BOARD OF DIRECTORS

Diane P. Hunt
CORPORATE SECRETARY
Norwood, Ohio
April __, 2001

APPENDIX A

The following table sets forth the names, principal business occupations,
business addresses (or home addresses if retired) and the number of shares of
the common stock of Lenox Bancorp, Inc. (the "Company") beneficially owned,
directly or indirectly, as of April 1, 2001, by the those individuals deemed to
be participants in this proxy solicitation under the federal securities laws
(the "Participants"). None of the Participants owns any securities of record,
but not beneficially. Unless otherwise indicated, each of the named individuals
has sole voting power and sole investment power with respect to the shares
shown.

NUMBER OF SHARES
NUMBER OF THAT MAY BE
SHARES OWNED ACQUIRED WITHIN 60
(EXCLUDING DAYS BY EXERCISING
NAME, PRINCIPAL OCCUPATION AND BUSINESS ADDRESS OPTIONS)(1) OPTIONS
- ----------------------------------------------- ------------- --------------------

Gail R. Behymer................................ 3,321 767
Retired
11541 Symmes Gate Lane
Cincinnati, Ohio 45249

Henry E. Brown................................. 3,739 767
Retired
1005 Burton Avenue
Cincinnati, Ohio 45229

Virginia M. Heitzman........................... 14,075(2) 5,109
President and Chief Executive Officer
Lenox Savings Bank
4730 Montgomery Road
Norwood, Ohio 45212

John C. Lame................................... 28,053 256
Investment Advisor and Financial Planner
UBS Paine Webber, Inc.
312 Walnut Street
Cincinnati, Ohio 45202

Vernon L. Morrison............................. 100(3) --
President
Lighthouse Mortgage Services, Inc.
3220 Riverside Drive, Suite A-1
Columbus, Ohio 43221

Reba St. Clair................................. 1,276 767
Finance Manager
The Procter & Gamble Co.
2 P&G Plaza
Cincinnati, Ohio 45201

- ------------------------------
(1) Includes unvested shares of restricted stock awards held in trust as part of
the Lenox Savings Bank 1997 Incentive Plan, with respect to which the
beneficial owner has voting but not investment power as follows: Mr.
Behymer--170 shares; Mr. Brown--170 shares; Ms. Heitzman--1,021 shares; Mr.
Lame--340 shares; and Ms. St. Clair--170 shares.
(2) Includes 6,689 shares held under the Lenox Savings Bank Employee Stock
Ownership Plan, with respect to which Ms. Heitzman has voting but not
investment power.
(3) Represents 100 shares owned by Mr. Morrison's spouse.

A-1

Mr. Lame's term as a director of the Company expires at the 2001 annual
meeting of stockholders. The board of directors did not nominate him for
election to another term of office. Mr. Lame has filed proxy solicitation
material with the Securities and Exchange Commission and has stated his
intention to solicit proxies for the election of himself and another individual
as directors of the Company.

Other than stock options and stock awards granted to each of the individuals
above except for Mr. Morrison, and the participation by Ms. Heitzman in the
Lenox Savings Bank Employee Stock Ownership Plan, no Participant, is or was
within the past year, a party to a contract, arrangement or understanding with
any person with respect to any securities of the Company. None of the
Participants owns any securities of any parent or subsidiary of the Company.

Except for Ms. Heitzman, who entered into an employment agreement with the
Company and the Bank, no Participant has any arrangement or understanding with
any person: (i) with respect to any future employment by the Company or its
affiliates or (ii) with respect to any future transactions to which the Company
or any of its affiliates may be a party. For a description of the material terms
of the Bank and Company employment agreements with Ms. Heitzman, see "Proposal I
- - Executive Compensation - "Employment Agreements" in the Company's Proxy
Statement.

The following table sets forth all purchases and sales of the Company's
common stock by the Participants since April 1, 1999 and the dates and amounts
of such transactions.

NAME TRANSACTIONS(1)
- ------------------------- ----------------------------------------------------

Henry E. Brown........... o Purchased 2,000 shares on July 29, 1999.

John C. Lame (2) o Purchased 6,480 shares on March 19, 2001.
o Acquired 85 shares of restricted shares as
director compensation on August 21, 2000.
o Donated 10,000 shares on December 10, 1999.
o Acquired 23,557 shares from spouse on October 26,
1999.
- -------------------------
(1) None of the Participants borrowed or otherwise obtained funds for the
purpose of acquiring or holding securities of the Company.
(2) Information for Mr. Lame was taken from his preliminary proxy statement
filed with the Securities and Exchange Commission on March 21, 2001.

A-2

[FRONT SIDE]

REVOCABLE PROXY

LENOX BANCORP, INC.

ANNUAL MEETING OF STOCKHOLDERS

May 9, 2001
2:30 p.m., local time
-------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints the official proxy committee of the Board
of Directors of Lenox Bancorp, Inc. (the "Company"), consisting of Henry E.
Brown and Virginia M. Heitzman, or any of them, with full power of substitution
in each, to act as proxies for the undersigned and to vote all shares of Common
Stock of the Company which the undersigned is entitled to vote only at the
Annual Meeting of Stockholders, to be held on May 9, 2001, at 2:30 p.m., local
time, at the Company's administrative offices at 4730 Montgomery Road, Norwood,
Ohio, and at any and all adjournments thereof, as follows:

1. The election as directors of all nominees listed (unless the "For
All Except" box is marked and the instructions below are complied
with).

Henry E. Brown and Vernon L. Morrison

FOR ALL
FOR VOTE WITHHELD EXCEPT
--- ------------- ------

|_| |_| |_|

INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name on the line provided below.

- --------------------------------------------------------------------------------

2. The ratification of the appointment of Clark, Schaefer, Hackett &
Co. as independent auditors of Lenox Bancorp, Inc. for the fiscal
year ending December 31, 2001.

FOR AGAINST ABSTAIN
--- ------- -------
|_| |_| |_|

[BACK SIDE]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSALS.

THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" EACH OF THE PROPOSALS LISTED. IF
ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED
BY THE PROXIES IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING AND
DOES NOT INTEND TO ADJOURN OR POSTPONE THE MEETING IN ORDER TO SOLICIT
ADDITIONAL PROXIES. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE BOARD
OF DIRECTORS TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR
WHERE THE NOMINEES ARE UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND
MATTERS INCIDENT TO THE CONDUCT OF THE MEETING.

The undersigned acknowledges receipt from the Company prior to the execution
of this proxy of a Notice of Annual Meeting of Stockholders and of a Proxy
Statement dated April __, 2001 and of the Annual Report to Stockholders.

Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.

Dated:___________________________

---------------------------------
SIGNATURE OF STOCKHOLDER

---------------------------------

PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY
IN THE ENCLOSED GREEN POSTAGE-PAID ENVELOPE.