425

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                January 15, 2007

                (Date of report/date of earliest event reported)

                                LNB Bancorp, Inc.

               (Exact name of registrant as specified in charter)

            Ohio                          0-13203                34-1406303
(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
     of incorporation)                                       Identification No.)

                                  457 Broadway
                             Lorain, Ohio 44052-1769
                    (Address of principal executive offices)

                                 (440) 244-6000
                        (Registrant's telephone number)

                                       N/A
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[X] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e -4(c))




Item 8.01. Other Events.

     On January 16, 2007, LNB Bancorp, Inc. ("LNB") and Morgan Bancorp, Inc.
("Morgan") issued a joint press release announcing the execution of an Agreement
and Plan of Merger, dated as of January 15, 2007. Additionally, LNB sent a
letter dated January 16, 2007 to its shareholders regarding the agreement.

     A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein. A copy of the letter to the shareholders is
attached hereto as Exhibit 99.2.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

    LNB and Morgan will be filing relevant documents concerning the transaction
with the Securities and Exchange Commission, including a registration statement
on Form S-4 which will include a proxy statement/prospectus. Shareholders will
be able to obtain a free copy of the proxy statement/prospectus, as well as
other filings containing information about LNB and Morgan, at the Securities and
Exchange Commission's internet site (http://www.sec.gov). Copies of the proxy
statement/prospectus and the filings with the Securities and Exchange Commission
that will be incorporated by reference in the proxy statement/prospectus can
also be obtained, without charge, by directing a request to LNB Bancorp, Inc.,
457 Broadway, Lorain, Ohio 44052, Attention: Investor Relations, (440) 244-7185,
or Morgan Bancorp, Inc., 178 West Streetsboro Street, Hudson, Ohio 44236. The
final proxy statement/prospectus will be mailed to shareholders of Morgan.



Shareholders are urged to read the proxy statement/prospectus, and other
relevant documents filed with the Securities and Exchange Commission regarding
the proposed transaction when they become available, because they will contain
important information.


The directors and executive officers of LNB and Morgan and other persons may be
deemed to be participants in the solicitation of proxies in respect of the
proposed merger. Information regarding LNB's directors and executive officers is
available in its proxy statement filed with the SEC on March 17, 2006.
Information regarding Morgan's directors and executive officers and other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available.


Item 9.01. Financial Statements and Exhibits.

    (d)  Exhibits.

Exhibit No.        Description
- -----------        -----------
99.1               Press Release dated January 16, 2007
99.2               Shareholder Letter dated January 16, 2007


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       LNB BANCORP, INC.

                                       By:     /s/ Terry M. White
                                               ------------------
                                       Name:   Terry M. White
                                       Title:  Chief Financial Officer



Date: January 16, 2007



                                 EXHIBIT INDEX

Exhibit No.          Description
- -----------          -----------
99.1                 Press Release dated January 16, 2007
99.2                 Shareholder Letter dated January 16, 2007

EX-99.1

                                                                    Exhibit 99.1

 LNB Bancorp, Inc. and Morgan Bancorp, Inc. Announce Merger Agreement

    LORAIN, Ohio--(BUSINESS WIRE)--Jan. 16, 2007--LNB Bancorp, Inc.
("LNB") (NASDAQ:LNBB) and Morgan Bancorp, Inc. ("Morgan") of Hudson,
Ohio today announced the signing of a definitive agreement for LNB to
acquire Morgan and its wholly-owned subsidiary, Morgan Bank, N.A., in
a stock and cash merger transaction valued at approximately $26.5
million.

    Under the terms of the agreement, shareholders of Morgan will be
entitled to receive cash, common shares of LNB, or a combination
thereof, based upon an election process to occur prior to closing.
Cash consideration is valued at $52.00 per Morgan share and stock
consideration is fixed at an exchange ratio of 3.162 common shares of
LNB Bancorp for each share of Morgan. The agreement further provides
that, in the aggregate, 50% of the Morgan common shares will be
exchanged for common shares of LNB Bancorp and the remaining 50% of
the Morgan common shares will be exchanged for cash.

    With approximately $129 million in assets, Morgan Bank operates
from one location in Hudson, a Summit County community, which ranks as
the fourth wealthiest city in Ohio as measured by median household
income statistics, making it one of the most demographically appealing
markets in Ohio for banking institutions and financial services
providers. Morgan Bank enjoys the number one deposit market share
position in Hudson with approximately 23% of this $450 million deposit
market.

    "This merger is consistent with our strategy to create shareholder
value by expanding into attractive markets in nearby counties. We
expect Morgan to compliment our recently opened office in Cuyahoga
County, and that this merger will result in top-line revenue growth
and better leveraging of our expense base in these expansion markets,"
said Daniel E. Klimas, LNB's president & chief executive officer.
"Retaining Morgan's name, customers and local management are key
objectives in this merger."

    James R. Herrick, chairman the board of LNB Bancorp, said "Morgan
Bank has built a terrific franchise in the Hudson and Summit County
markets and we look forward to assisting them in achieving their
business plan. We have known William ("Wink") Dougherty for many years
and are pleased that he will continue in his current role as president
of Morgan Bank operations. His addition certainly strengthens LNB's
overall senior management team. We share Morgan's focus on
local-decision making, serving the customer and community
involvement."

    Also commenting on the transaction, Morgan's Wink Dougherty said,
"This is an exciting transaction that provides Morgan shareholders
with immediate value, as well as the opportunity to participate in the
upside potential created by bringing together our two strong community
banks. Both companies are committed to delivering the best products
and services to our customers. We expect this transaction to benefit
our valued customers by giving them added convenience and access to
LNB's many services, and to allow Morgan to expand its sales efforts
to a broader customer base in Hudson and surrounding areas."

    The merger is expected to close in the third quarter of 2007,
pending regulatory approvals, the approval of Morgan's shareholders
and completion of other customary closing conditions. LNB expects the
transaction to be accretive to earnings in the first full year of
operation based on an estimated $1.7 million in annual cost savings.

    Austin Associates LLC acted as financial adviser to LNB and Ryan
Beck & Co. acted as financial adviser to Morgan.

    About LNB Bancorp, Inc.

    LNB Bancorp, Inc. is an $831.5 million financial holding company.
Its major subsidiary, The Lorain National Bank, is a full-service
commercial bank, specializing in commercial, personal banking
services, residential mortgage lending and investment and trust
services. Lorain National Bank serves customers through 22
retail-banking locations and 26 ATMs in Lorain, eastern Erie and
western Cuyahoga counties. North Coast Community Development
Corporation is a wholly owned subsidiary of The Lorain National Bank.
Brokerage services are provided by the bank through an agreement with
Investment Centers of America. For more information about LNB Bancorp,
Inc., and its related products and services or to view its filings
with the Securities and Exchange Commission, visit us at
http://www.4lnb.com.

    About Morgan Bancorp, Inc.

    Morgan Bancorp, Inc. is the holding company for Morgan Bank, N.A.,
a $128.6 million national bank based in Hudson, Ohio. Morgan Bank,
N.A. is a full-service community bank offering commercial, personal
and residential mortgage loans and a full array of deposit products.
Morgan Bank services the Hudson community and Summit County through
one location in downtown Hudson.

    This press release contains forward-looking statements within the
meaning of the "Safe Harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Terms such as "will," "should," "plan,"
"intend," "expect," "continue," "believe," "anticipate" and "seek," as
well as similar expressions, are forward-looking in nature. Actual
results and events may differ materially from those expressed or
anticipated as a result of risks and uncertainties which include
fluctuations in interest rates, inflation, government regulations, and
economic conditions and competition in the geographic and business
areas in which LNB Bancorp, Inc. conducts its operations, as well as
the risks and uncertainties described from time to time in LNB
Bancorp's reports as filed with the Securities and Exchange
Commission. We undertake no obligation to review or update any
forward-looking statements, whether as a result of new information,
future events or otherwise.

    Additional Information About the Merger and Where to Find It

    LNB and Morgan will be filing relevant documents concerning the
transaction with the Securities and Exchange Commission, including a
registration statement on Form S-4 which will include a proxy
statement/prospectus. Shareholders will be able to obtain a free copy
of the proxy statement/prospectus, as well as other filings containing
information about LNB and Morgan, at the Securities and Exchange
Commission's internet site (http://www.sec.gov). Copies of the proxy
statement/prospectus and the filings with the Securities and Exchange
Commission that will be incorporated by reference in the proxy
statement/prospectus can also be obtained, without charge, by
directing a request to LNB Bancorp, Inc., 457 Broadway, Lorain, Ohio
44052, Attention: Investor Relations, (440) 244-7185, or Morgan
Bancorp, Inc., 178 West Streetsboro Street, Hudson, Ohio 44236. The
final proxy statement/prospectus will be mailed to shareholders of
Morgan.

    Shareholders are urged to read the proxy statement/prospectus, and
other relevant documents filed with the Securities and Exchange
Commission regarding the proposed transaction when they become
available, because they will contain important information.

    The directors and executive officers of LNB and Morgan and other
persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed merger. Information regarding LNB's
directors and executive officers is available in its proxy statement
filed with the SEC on March 17, 2006. Information regarding Morgan's
directors and executive officers and other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will
be contained in the proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.

    CONTACT: For LNB Bancorp, Inc.
             W. John Fuller, 216-978-7643

EX-99.2

                                                                    Exhibit 99.2


Dear Fellow Shareholder,

I am pleased to share with you an important development in fulfilling our
long-term growth strategy. LNB Bancorp, Inc. has signed a definitive agreement
with Morgan Bancorp, Inc. of Hudson, Ohio in which LNB would acquire Morgan and
its wholly-owned subsidiary, Morgan Bank, N.A.

A copy of the news release, which includes terms of the transaction, is
attached. We anticipate completing the merger in the third quarter of 2007,
pending certain regulatory and Morgan shareholder approvals.

Morgan Bank, which has assets of about $129 million, operates from one branch
location in Hudson, a strategically-located, affluent community which ranks as
the fourth wealthiest city in Ohio in terms of median household income
statistics. Morgan Bank enjoys the number one deposit market share position in
Hudson with about 23% of the deposits there.

The advantages of this acquisition go much deeper. Both LNB and Morgan share the
same commitment to a strong community bank culture with the important traits of
a keen customer focus, local decision-making and solid community involvement.

In addition to this shared philosophy, we have complementary product strengths
and, most important, dedicated, experienced professionals throughout both
organizations. We believe we can export many of the product and business
capabilities we have individually to help the merged company grow and prosper in
the future.

As I have shared on several occasions, we are looking to strengthen our Lorain
County presence as well as expand into attractive markets in contiguous
counties. Just today we are opening a new branch in Chestnut Commons in Elyria
and last summer we opened a new branch in North Ridgeville. Both offices are
located in high growth areas of the county. We also opened a business
development office in Cuyahoga County which serves small and medium-sized
businesses throughout the region.

This merger with Morgan Bank will greatly enhance those expansion initiatives,
while providing top line growth and better leveraging of our expense base. We
expect the transaction to be accretive to earnings in the first full year of
operation based on an estimated $1.7 million in annual cost savings.

Board Chairman Jim Herrick and your Board of Directors join me in the belief
that this acquisition will create shareholder value and enhance our position as
a strong independent community bank. I look forward to reporting continuing
developments in our strategy and I appreciate your continued interest and
support.


Sincerely,

/s/ Daniel E. Klimas
Daniel E. Klimas
President & Chief Executive Officer
LNB Bancorp, Inc.

Attachment: News Release dated January 16, 2007



Additional Information About the Merger and Where to Find It

LNB and Morgan will be filing relevant documents concerning the transaction with
the Securities and Exchange Commission, including a registration statement on
Form S-4 which will include a proxy statement/prospectus. Shareholders will be
able to obtain a free copy of the proxy statement/prospectus, as well as other
filings containing information about LNB and Morgan, at the Securities and
Exchange Commission's internet site (http://www.sec.gov). Copies of the proxy
statement/prospectus and the filings with the Securities and Exchange Commission
that will be incorporated by reference in the proxy statement/prospectus can
also be obtained, without charge, by directing a request to LNB Bancorp, Inc.,
457 Broadway, Lorain, Ohio 44052, Attention: Investor Relations, (440) 244-7185,
or Morgan Bancorp, Inc., 178 West Streetsboro Street, Hudson, Ohio 44236. The
final proxy statement/prospectus will be mailed to shareholders of Morgan.

Shareholders are urged to read the proxy statement/prospectus, and other
relevant documents filed with the Securities and Exchange Commission regarding
the proposed transaction when they become available, because they will contain
important information.

The directors and executive officers of LNB and Morgan and other persons may be
deemed to be participants in the solicitation of proxies in respect of the
proposed merger. Information regarding LNB's directors and executive officers is
available in its proxy statement filed with the SEC on March 17, 2006.
Information regarding Morgan's directors and executive officers and other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available.