content: <PAGE>   1
  
        As Filed With the Securities and Exchange Commission on July 19, 2001
  
                                                        Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549
  
                                ---------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                      UNDER THE
                               SECURITIES ACT OF 1933
  
                               -----------------------
  
                                   LSB CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
          MASSACHUSETTS                                    04-3557612
  (State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
   Incorporation or Organization)
  
  
                               30 Massachusetts Avenue
                         North Andover, Massachusetts 01845
                                   (978) 725-7500
            (Address of Principal Executive Offices, Including Zip Code)
  
                         ----------------------------------
  
                    LAWRENCE SAVINGS BANK 1986 STOCK OPTION PLAN
                    LAWRENCE SAVINGS BANK 1997 STOCK OPTION PLAN
                              (Full Title of the Plans)
  
                         ----------------------------------
  
                                   PAUL A. MILLER
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                   LSB CORPORATION
                               30 MASSACHUSETTS AVENUE
                         NORTH ANDOVER, MASSACHUSETTS 01845
                                    978-725-7500
   (Name, Address and Telephone Number, Including Area Code, of Agent For Service)
  
                              ------------------------
  
                                      Copy to:
                                KEVIN J. HANDLY, ESQ.
                               GOULSTON & STORRS, P.C.
                                 400 Atlantic Avenue
                             Boston, Massachusetts 02110
                                   (617) 482-1776
  
                             --------------------------
  
  
  ================================================================================
  
  <PAGE>   2
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
  ================================================================================================
    Title of Securities    Amount to be   Proposed Maximum    Proposed Maximum      Amount of
     to be Registered       Registered   Offering Price Per  Aggregate Offering  Registration Fee
                                (1)         Share (2)(3)           Price
  ------------------------------------------------------------------------------------------------
  <S>                       <C>              <C>              <C>                 <C>
  Lawrence Savings Bank     5,000 shares     $3.250 (2)          $1,544,912          $1,650.73
  1986 Stock Option Plan      600 shares     $3.625 (2)
                           11,250 shares     $3.938 (2)
  Common Stock, $0.10      89,680 shares     $4.500 (2)
  par value                 1,000 shares     $4.625 (2)
                          179,000 shares     $6.000 (2)
  
  
  -----------------------------------------------------------------------------
  Lawrence Savings Bank     6,000 shares     $7.500 (2)          $5,058,021
  1997 Stock Option Plan
  
  Common Stock, $0.10     152,800 shares     $9.125 (2)
  par value
  
                          268,850 shares     $13.46 (3)
  
  
  ------------------------------------------------------------------------------------------------
  ================================================================================================
  </TABLE>
  
  (1) Pursuant to that certain Rights Agreement dated as of December 19, 1996 by
  and between Lawrence Savings Bank and State Street Bank & Trust Company (the
  "Shareholder Rights Plan"), which Shareholder Rights Plan has been assumed and
  adopted by the Registrant, each share of the Registrant's common stock has a
  preferred stock purchase right associated with it.
  
  (2) This estimate is made pursuant to rule 457(h) under the Securities Act,
  solely for the purposes of determining the registration fee and is based upon
  the price at which outstanding options may be exercised.
  
  (3) This estimate is made pursuant to rule 457(c) and (h) under the Securities
  Act solely for the purpose of determining the amount of the registration fee on
  July 13, 2001, utilizing the average of the high and low sale prices reported on
  the Nasdaq Stock Market on that date.
  
                                        -2-
  <PAGE>   3
  
                                       Part II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference
  
       The following documents are incorporated in this registration statement by
  reference:
  
       (a) and (b) The Registrant's Current Report on Form 8-K as filed with the
  Securities and Exchange Commission on July 2, 2001 (the "Form 8-K"), which
  includes as exhibits thereto the following: (1) Annual Report of Lawrence
  Savings Bank (the "Bank") on Form 10-K for the year ended December 31, 2000, as
  filed with the Federal Deposit Insurance Corporation ("FDIC") (Exhibit 99.1),
  (2) Quarterly Report of the Bank on Form 10-Q for the quarter ended March 31,
  2001, as filed with the FDIC (Exhibit 99.2) and (3) Proxy Statement, dated March
  23, 2001, delivered to the Bank's stockholders in connection with the Bank's May
  1, 2001 Annual Meeting of Stockholders, as filed with the FDIC (Exhibit 99.3).
  
       (c) The description of the Registrant's common stock, par value $0.10 per
  share, contained in the Company's Articles of Organization and By-Laws filed as
  Exhibits 3.1 and 3.2 respectively to Form 8-K and Exhibit 99.3 to Form 8-K (the
  Company's Proxy Statement for the 2001 Annual meeting of Stockholders).
  
       In addition, all documents subsequently filed by the registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be a part hereof from the date of the filing of such documents.
  
  Item 4. Description of Securities
  
       Not applicable.
  
  Item 5. Interests of Named Experts and Counsel
  
       An opinion has been delivered by Goulston & Storrs, P.C., Boston,
       Massachusetts, with respect to the issuance of the shares of common stock
       being registered.
  
  Item 6. Indemnification of Officers and Directors
  
  
                                        -3-
  <PAGE>   4
  
       Indemnification. The Company is a Massachusetts corporation. Massachusetts
  General Laws Chapter 156B, Section 67 provides that a corporation may, subject
  to certain limitations, indemnify its directors, officers, employees and other
  agents, and persons who serve at its request as directors, officers, employees
  or other agents of another organization, or who serve at its request in any
  capacity with respect to any employee benefit plan, to the extent specified or
  authorized by the corporation's articles of organization, a by-law adopted by
  the stockholders, or a vote adopted by the holders of a majority of the shares
  of stock entitled to vote on the election of directors.
  
       Section 67 also provides that a corporation may purchase and maintain
  insurance against liability incurred by an officer or director in his capacity
  as officer or director, or arising out of his or her status as such, whether or
  not the corporation would have the power to indemnify him against such
  liability.
  
       The Company's By-laws provide that directors and officers of the Company
  shall, and in the discretion of the Board of Directors, non-officer employees
  may, be indemnified by the Company against liabilities and expenses arising out
  of service for or on behalf of the Company. The By-laws provide that such
  indemnification shall not be provided if it is determined that the action giving
  rise to the liability was not taken in good faith in the reasonable belief that
  the action was in the best interests of the Company. The By-laws provide that
  the indemnification provision in the By-laws does not limit any other right to
  indemnification existing independently of the By-laws.
  
       More specifically, Article VI, Section 1, of the Company's By-laws provides
  the following definitions relating to the indemnification of directors and
  officers:
  
            For purposes of this Article: (a) "Officer" means any person who
       serves or has served as a Director of the Company or in any other office
       filled by election or appointment by the stockholders or the Board of
       Directors and any heirs or personal representatives of such person; (b)
       "Non-Officer Employee" means any person who serves or has served as an
       employee of the Company, but who is not or was not an Officer, and any
       heirs or personal representatives of such person; (c) "Proceeding" means
       any action, suit or proceeding, civil or criminal, brought or threatened in
       or before any court, tribunal administrative or legislative body or agency
       and any claim which could be the subject of a Proceeding; and (d)
       "Expenses" means any liability fixed by a judgment, order, decree or award
       in a Proceeding, any amount reasonably paid in settlement of a Proceeding
       and any professional fees or other disbursements reasonably incurred in a
       Proceeding.
  
       Article VI, Section 2, of the Company's By-laws provides the Company shall
  indemnify Officers as follows:
  
            Except as provided in Sections 4 and 5 of this Article VI, each
       Officer of the Company shall be indemnified by the Company against all
       Expenses incurred by such Officer in connection with any Proceedings in
       which such Officer is involved
  
  
                                        -4-
  <PAGE>   5
  
       as a result of serving or having served (a) as an Officer or employee of
       the Company; (b) as a director, officer or employee of any wholly owned
       subsidiary of the Company; or (c) in any capacity with any other
       corporation, organization, partnership, joint venture, trust or other
       entity at the request or direction of the Company.
  
       Article VI, Section 3, of the Company's By-laws provides the Company shall
  indemnify Non-Officers Employees as follows:
  
            Except as provided in Sections 4 and 5 of this Article VI, each
       Non-Officer Employee of the Company may, in the discretion of the Board of
       Directors, be indemnified against any or all Expenses incurred by such
       Non-Officer Employee in connection with any Proceeding in which such
       Non-Officer Employee is involved as a result of serving or having served
       (a) as a Non-Officer Employee of the Company; (b) as a director, officer or
       employee of any wholly owned subsidiary of the Company; or (c) in any
       capacity with any other corporation, organization, partnership, joint
       venture, trust or other entity at the request or direction of the Company.
  
       Article VI, of the Company's By-laws also includes certain provisions
  relating to the scope of the indemnification for officers and directors of the
  Company and the procedures for determining entitlement to indemnification:
  
            SECTION 4. SERVICE AT THE REQUEST OR DIRECTION OF THE COMPANY. No
       indemnification shall be provided to an Officer or Non-Officer Employee
       with respect to serving or having served in any of the capacities described
       in Section 2(c) or 3(c) above unless the following two conditions are met:
       (a) such service was requested or directed in each specific case by vote of
       the Board of Directors prior to the occurrence of the event to which the
       indemnification relates, and (b) the Company maintains insurance coverage
       for the type of indemnification sought. In no event shall the Company be
       liable for indemnification under Section 2(c) or 3(c) above for any amount
       in excess of the proceeds of insurance received with respect to such
       coverage as the Company in its discretion may elect to carry. The Company
       may but shall not be required to maintain insurance coverage with respect
       to indemnification under Section 2(c) or 3(c) above. Notwithstanding any
       other provision of this Section 4, but subject to Section 5 of this Article
       VI, the Board of Directors may provide an Officer or Non-Officer Employee
       with indemnification under Section 2(c) or 3(c) above as to a specific
       Proceeding even if one or both of the two conditions specified in this
       Section 4 have not been met and even if the amount of the indemnification
       exceeds the amount of the proceeds of any insurance which the Company may
       have elected to carry, provided that the Board of Directors in its
       discretion determines it to be in the best interests of the Company to do
       so.
  
  
                                        -5-
  <PAGE>   6
  
            SECTION 5. GOOD FAITH. No indemnification shall be provided to an
       Officer or to a Non-Officer Employee with respect to a matter as to which
       such person shall have been adjudicated in any Proceeding not to have acted
       in good faith in the reasonable belief that the action of such person was
       in the best interests of the Company. In the event that a Proceeding is
       compromised or settled so as to impose any liability or obligation upon an
       Officer or Non-Officer Employee, no indemnification shall be provided to
       said Officer or Non-Officer Employee with respect to a matter if there be a
       determination that with respect to such matter such person did not act in
       good faith in the reasonable belief that the action of such person was in
       the best interests of the Company. The determination shall be made by a
       majority vote of those Directors who are not involved in such Proceeding.
       However, if more than half of the Directors are involved in such
       Proceeding, the determination shall be made by a majority vote of a
       committee of three disinterested Directors chosen by the disinterested
       Directors at a regular or special meeting. If there are fewer than three
       (3) disinterested Directors, the determination shall be based upon the
       opinion of the Company's regular outside counsel.
  
            SECTION 6. PRIOR TO FINAL DISPOSITION. Unless otherwise provided by
       the Board of Directors or by the committee pursuant to the procedure
       specified in Section 5 of this Article VI, any indemnification provided for
       under this Article VI shall include payment by the Company of Expenses
       incurred in defending a Proceeding in advance of the final disposition of
       such Proceeding upon receipt of an undertaking by the Officer or
       Non-Officer Employee seeking indemnification to repay such payment if such
       Officer or Non-Officer Employee shall be adjudicated or determined to be
       not entitled to indemnification under this Article VI.
  
       SECTION 7. INSURANCE. The Company may purchase and maintain insurance to
  protect itself and any Officer or Non-Officer Employee against any liability of
  any character asserted against or incurred by the Company or any such Officer or
  Non-Officer Employee, or arising out of any such status, whether or not the
  Company would have the power to indemnify such person against such liability by
  law or under the provisions of this Article VI.
  
       SECTION 8. OTHER INDEMNIFICATION RIGHTS. Nothing in this Article VI shall
  limit any lawful rights to indemnification existing independently of this
  Article VI.
  
  Item 7. Exemption From Registration Claimed
  
       Not applicable.
  
  Item 8. Exhibits
  
  
                                        -6-
  <PAGE>   7
  
  ----------------------------------------------------------------------
  EXHIBIT
  NUMBER                       DESCRIPTION
  ----------------------------------------------------------------------
  *4.1      Specimen certificate for shares of common stock
            of LSB Corporation
  
  ----------------------------------------------------------------------
  *4.2      Lawrence Savings Bank 1986 Stock Option Plan
  
  ----------------------------------------------------------------------
  *4.3      Lawrence Savings Bank 1997 Stock Option Plan
  
  ----------------------------------------------------------------------
   5.1      Opinion of Goulston & Storrs, P.C.
  
  ----------------------------------------------------------------------
  23.1      Consent of KPMG LLP
  
  ----------------------------------------------------------------------
  23.2      Consent of Goulston & Storrs, P.C. (included in
            opinion filed as Exhibit 5.1)
  
  ----------------------------------------------------------------------
  24        Power of Attorney (included on signature page)
  
  ----------------------------------------------------------------------
  
  *    Filed as an exhibit to the Registrant's Current Report on Form 8-K filed
  with the Securities and Exchange Commission on July 2, 2001, and incorporated
  herein by reference thereto.
  
  Item 9. Undertakings
  
  The undersigned registrant hereby undertakes:
  
  (1)  To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement to include any material
  information with respect to the plan of distribution not previously disclosed in
  the registration statement or any material change in such information in the
  registration statement.
  
  (2)  That, for the purpose of determining any liability under the Securities Act
  of 1933, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
  
                                        -7-
  <PAGE>   8
  
  (3)  To remove from registration by means of a post-effective amendment any of
  the securities being registered which remain unsold at the termination of the
  offering.
  
  (4)  That, for purposes of determining any liability under the Securities Act of
  1933, each filing of the registrant's annual report pursuant to Section 13(a) or
  15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
  of an employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
  (5)  Insofar as indemnification for liabilities arising under the Securities Act
  of 1933 may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the foregoing provisions, or otherwise, the registrant
  has been advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the registrant of expenses incurred
  or paid by a director, officer or controlling person of the registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
  
                                        -8-
  <PAGE>   9
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the town of North Andover, Commonwealth of Massachusetts, on this
  19th day of July, 2001.
  
  
                                          LSB CORPORATION
  
                                          By: /s/ Paul A. Miller
                                             -------------------------------------
                                             Paul A. Miller
                                             President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Paul A. Miller and John E. Sharland,
  and each of them, his or her true and lawful attorneys-in-fact and agents, each
  with full power of substitution and resubstitution, for him or her and in his or
  her name, place and stead, in any and all capacities, to sign any or all
  amendments (including post-effective amendments) to this Registration Statement
  and to file the same, with all exhibits thereto, and other documents in
  connection therewith, with the Securities and Exchange Commission, hereby
  ratifying and confirming all that said attorneys-in-fact and agents, or any of
  them, or their substitute or substitutes, may lawfully do or cause to be done by
  virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  -------------------------------------------------------------------------------
         Signature                     Title                       Date
         ---------                     -----                       ----
  -------------------------------------------------------------------------------
  
  /s/ Paul A. Miller           President, Chief Executive       July 19, 2001
  -----------------------      Officer and Director
  Paul A. Miller
  
  -------------------------------------------------------------------------------
  
  /s/ John E. Sharland         Senior Vice President, Chief     July 19, 2001
  -----------------------      Financial Officer and Treasurer
  John E. Sharland
  
  -------------------------------------------------------------------------------
  
  /s/ Eugene A. Beliveau       Director                         July 19, 2001
  -----------------------
  Eugene A. Beliveau
  
  -------------------------------------------------------------------------------
  
  
                                        -9-
  <PAGE>   10
  -------------------------------------------------------------------------------
  
  __________________________   Director                         _______, 2001
  Kathleen I. Boshar
  
  -------------------------------------------------------------------------------
  
  /s/ Malcolm W. Brawn         Director                         July 19, 2001
  ---------------------------
  Malcolm W. Brawn
  
  -------------------------------------------------------------------------------
  
  /s/ Thomas J. Burke          Director                         July 19, 2001
  ---------------------------
  Thomas J. Burke
  
  -------------------------------------------------------------------------------
  
  /s/ Bryon R. Cleveland, Jr.  Director                         July 19, 2001
  ---------------------------
  Bryon R. Cleveland, Jr.
  
  -------------------------------------------------------------------------------
  
  /s/ Neil H. Cullen           Director                         July 19, 2001
  ---------------------------
  Neil H. Cullen
  
  -------------------------------------------------------------------------------
  
  /s/ Richard Hart Harrington  Director                         July 19, 2001
  ---------------------------
  Richard Hart Harrington
  
  -------------------------------------------------------------------------------
  
  /s/ Robert F. Hatem          Director                         July 19, 2001
  ---------------------------
  Robert F. Hatem
  
  -------------------------------------------------------------------------------
  
  /s/ Marsha A. McDonough      Director                         July 19, 2001
  ---------------------------
  Marsha A. McDonough
  
  -------------------------------------------------------------------------------
  
  
                                        -10-
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metadata_filer: {"company-data": {"conformed-name": "LSB CORP", "cik": "0001143848", "assigned-sic": "6770", "irs-number": "043557612"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65438", "film-number": "1684578"}, "business-address": {"street1": "C/O LSB CORP.", "street2": "30 MASSACHUSETTS AVE.", "city": "NORTH ANDOVER", "state": "MA", "zip": "01845", "phone": "9789757500"}}
text: 1
  
        As Filed With the Securities and Exchange Commission on July 19, 2001
  
                                                        Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549
  
                                ---------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                      UNDER THE
                               SECURITIES ACT OF 1933
  
                               -----------------------
  
                                   LSB CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
          MASSACHUSETTS                                    04-3557612
  (State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
   Incorporation or Organization)
  
                               30 Massachusetts Avenue
                         North Andover, Massachusetts 01845
                                   (978) 725-7500
            (Address of Principal Executive Offices, Including Zip Code)
  
                         ----------------------------------
  
                    LAWRENCE SAVINGS BANK 1986 STOCK OPTION PLAN
                    LAWRENCE SAVINGS BANK 1997 STOCK OPTION PLAN
                              (Full Title of the Plans)
  
                         ----------------------------------
  
                                   PAUL A. MILLER
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                   LSB CORPORATION
                               30 MASSACHUSETTS AVENUE
                         NORTH ANDOVER, MASSACHUSETTS 01845
                                    978-725-7500
   (Name, Address and Telephone Number, Including Area Code, of Agent For Service)
  
                              ------------------------
  
                                      Copy to:
                                KEVIN J. HANDLY, ESQ.
                               GOULSTON & STORRS, P.C.
                                 400 Atlantic Avenue
                             Boston, Massachusetts 02110
                                   (617) 482-1776
  
                             --------------------------
  
  ================================================================================
  2
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================================
    Title of Securities    Amount to be   Proposed Maximum    Proposed Maximum      Amount of
     to be Registered       Registered   Offering Price Per  Aggregate Offering  Registration Fee
                                (1)         Share (2)(3)           Price
  ------------------------------------------------------------------------------------------------
  Lawrence Savings Bank     5,000 shares     $3.250 (2)          $1,544,912          $1,650.73
  1986 Stock Option Plan      600 shares     $3.625 (2)
                           11,250 shares     $3.938 (2)
  Common Stock, $0.10      89,680 shares     $4.500 (2)
  par value                 1,000 shares     $4.625 (2)
                          179,000 shares     $6.000 (2)
  
  -----------------------------------------------------------------------------
  Lawrence Savings Bank     6,000 shares     $7.500 (2)          $5,058,021
  1997 Stock Option Plan
  
  Common Stock, $0.10     152,800 shares     $9.125 (2)
  par value
  
                          268,850 shares     $13.46 (3)
  
  ------------------------------------------------------------------------------------------------
  ================================================================================================
  (1) Pursuant to that certain Rights Agreement dated as of December 19, 1996 by
  and between Lawrence Savings Bank and State Street Bank & Trust Company (the
  "Shareholder Rights Plan"), which Shareholder Rights Plan has been assumed and
  adopted by the Registrant, each share of the Registrant's common stock has a
  preferred stock purchase right associated with it.
  
  (2) This estimate is made pursuant to rule 457(h) under the Securities Act,
  solely for the purposes of determining the registration fee and is based upon
  the price at which outstanding options may be exercised.
  
  (3) This estimate is made pursuant to rule 457(c) and (h) under the Securities
  Act solely for the purpose of determining the amount of the registration fee on
  July 13, 2001, utilizing the average of the high and low sale prices reported on
  the Nasdaq Stock Market on that date.
  
                                        -2-
  3
  
                                       Part II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference
  
       The following documents are incorporated in this registration statement by
  reference:
  
       (a) and (b) The Registrant's Current Report on Form 8-K as filed with the
  Securities and Exchange Commission on July 2, 2001 (the "Form 8-K"), which
  includes as exhibits thereto the following: (1) Annual Report of Lawrence
  Savings Bank (the "Bank") on Form 10-K for the year ended December 31, 2000, as
  filed with the Federal Deposit Insurance Corporation ("FDIC") (Exhibit 99.1),
  (2) Quarterly Report of the Bank on Form 10-Q for the quarter ended March 31,
  2001, as filed with the FDIC (Exhibit 99.2) and (3) Proxy Statement, dated March
  23, 2001, delivered to the Bank's stockholders in connection with the Bank's May
  1, 2001 Annual Meeting of Stockholders, as filed with the FDIC (Exhibit 99.3).
  
       (c) The description of the Registrant's common stock, par value $0.10 per
  share, contained in the Company's Articles of Organization and By-Laws filed as
  Exhibits 3.1 and 3.2 respectively to Form 8-K and Exhibit 99.3 to Form 8-K (the
  Company's Proxy Statement for the 2001 Annual meeting of Stockholders).
  
       In addition, all documents subsequently filed by the registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be a part hereof from the date of the filing of such documents.
  
  Item 4. Description of Securities
  
       Not applicable.
  
  Item 5. Interests of Named Experts and Counsel
  
       An opinion has been delivered by Goulston & Storrs, P.C., Boston,
       Massachusetts, with respect to the issuance of the shares of common stock
       being registered.
  
  Item 6. Indemnification of Officers and Directors
  
                                        -3-
  4
  
       Indemnification. The Company is a Massachusetts corporation. Massachusetts
  General Laws Chapter 156B, Section 67 provides that a corporation may, subject
  to certain limitations, indemnify its directors, officers, employees and other
  agents, and persons who serve at its request as directors, officers, employees
  or other agents of another organization, or who serve at its request in any
  capacity with respect to any employee benefit plan, to the extent specified or
  authorized by the corporation's articles of organization, a by-law adopted by
  the stockholders, or a vote adopted by the holders of a majority of the shares
  of stock entitled to vote on the election of directors.
  
       Section 67 also provides that a corporation may purchase and maintain
  insurance against liability incurred by an officer or director in his capacity
  as officer or director, or arising out of his or her status as such, whether or
  not the corporation would have the power to indemnify him against such
  liability.
  
       The Company's By-laws provide that directors and officers of the Company
  shall, and in the discretion of the Board of Directors, non-officer employees
  may, be indemnified by the Company against liabilities and expenses arising out
  of service for or on behalf of the Company. The By-laws provide that such
  indemnification shall not be provided if it is determined that the action giving
  rise to the liability was not taken in good faith in the reasonable belief that
  the action was in the best interests of the Company. The By-laws provide that
  the indemnification provision in the By-laws does not limit any other right to
  indemnification existing independently of the By-laws.
  
       More specifically, Article VI, Section 1, of the Company's By-laws provides
  the following definitions relating to the indemnification of directors and
  officers:
  
            For purposes of this Article: (a) "Officer" means any person who
       serves or has served as a Director of the Company or in any other office
       filled by election or appointment by the stockholders or the Board of
       Directors and any heirs or personal representatives of such person; (b)
       "Non-Officer Employee" means any person who serves or has served as an
       employee of the Company, but who is not or was not an Officer, and any
       heirs or personal representatives of such person; (c) "Proceeding" means
       any action, suit or proceeding, civil or criminal, brought or threatened in
       or before any court, tribunal administrative or legislative body or agency
       and any claim which could be the subject of a Proceeding; and (d)
       "Expenses" means any liability fixed by a judgment, order, decree or award
       in a Proceeding, any amount reasonably paid in settlement of a Proceeding
       and any professional fees or other disbursements reasonably incurred in a
       Proceeding.
  
       Article VI, Section 2, of the Company's By-laws provides the Company shall
  indemnify Officers as follows:
  
            Except as provided in Sections 4 and 5 of this Article VI, each
       Officer of the Company shall be indemnified by the Company against all
       Expenses incurred by such Officer in connection with any Proceedings in
       which such Officer is involved
  
                                        -4-
  5
  
       as a result of serving or having served (a) as an Officer or employee of
       the Company; (b) as a director, officer or employee of any wholly owned
       subsidiary of the Company; or (c) in any capacity with any other
       corporation, organization, partnership, joint venture, trust or other
       entity at the request or direction of the Company.
  
       Article VI, Section 3, of the Company's By-laws provides the Company shall
  indemnify Non-Officers Employees as follows:
  
            Except as provided in Sections 4 and 5 of this Article VI, each
       Non-Officer Employee of the Company may, in the discretion of the Board of
       Directors, be indemnified against any or all Expenses incurred by such
       Non-Officer Employee in connection with any Proceeding in which such
       Non-Officer Employee is involved as a result of serving or having served
       (a) as a Non-Officer Employee of the Company; (b) as a director, officer or
       employee of any wholly owned subsidiary of the Company; or (c) in any
       capacity with any other corporation, organization, partnership, joint
       venture, trust or other entity at the request or direction of the Company.
  
       Article VI, of the Company's By-laws also includes certain provisions
  relating to the scope of the indemnification for officers and directors of the
  Company and the procedures for determining entitlement to indemnification:
  
            SECTION 4. SERVICE AT THE REQUEST OR DIRECTION OF THE COMPANY. No
       indemnification shall be provided to an Officer or Non-Officer Employee
       with respect to serving or having served in any of the capacities described
       in Section 2(c) or 3(c) above unless the following two conditions are met:
       (a) such service was requested or directed in each specific case by vote of
       the Board of Directors prior to the occurrence of the event to which the
       indemnification relates, and (b) the Company maintains insurance coverage
       for the type of indemnification sought. In no event shall the Company be
       liable for indemnification under Section 2(c) or 3(c) above for any amount
       in excess of the proceeds of insurance received with respect to such
       coverage as the Company in its discretion may elect to carry. The Company
       may but shall not be required to maintain insurance coverage with respect
       to indemnification under Section 2(c) or 3(c) above. Notwithstanding any
       other provision of this Section 4, but subject to Section 5 of this Article
       VI, the Board of Directors may provide an Officer or Non-Officer Employee
       with indemnification under Section 2(c) or 3(c) above as to a specific
       Proceeding even if one or both of the two conditions specified in this
       Section 4 have not been met and even if the amount of the indemnification
       exceeds the amount of the proceeds of any insurance which the Company may
       have elected to carry, provided that the Board of Directors in its
       discretion determines it to be in the best interests of the Company to do
       so.
  
                                        -5-
  6
  
            SECTION 5. GOOD FAITH. No indemnification shall be provided to an
       Officer or to a Non-Officer Employee with respect to a matter as to which
       such person shall have been adjudicated in any Proceeding not to have acted
       in good faith in the reasonable belief that the action of such person was
       in the best interests of the Company. In the event that a Proceeding is
       compromised or settled so as to impose any liability or obligation upon an
       Officer or Non-Officer Employee, no indemnification shall be provided to
       said Officer or Non-Officer Employee with respect to a matter if there be a
       determination that with respect to such matter such person did not act in
       good faith in the reasonable belief that the action of such person was in
       the best interests of the Company. The determination shall be made by a
       majority vote of those Directors who are not involved in such Proceeding.
       However, if more than half of the Directors are involved in such
       Proceeding, the determination shall be made by a majority vote of a
       committee of three disinterested Directors chosen by the disinterested
       Directors at a regular or special meeting. If there are fewer than three
       (3) disinterested Directors, the determination shall be based upon the
       opinion of the Company's regular outside counsel.
  
            SECTION 6. PRIOR TO FINAL DISPOSITION. Unless otherwise provided by
       the Board of Directors or by the committee pursuant to the procedure
       specified in Section 5 of this Article VI, any indemnification provided for
       under this Article VI shall include payment by the Company of Expenses
       incurred in defending a Proceeding in advance of the final disposition of
       such Proceeding upon receipt of an undertaking by the Officer or
       Non-Officer Employee seeking indemnification to repay such payment if such
       Officer or Non-Officer Employee shall be adjudicated or determined to be
       not entitled to indemnification under this Article VI.
  
       SECTION 7. INSURANCE. The Company may purchase and maintain insurance to
  protect itself and any Officer or Non-Officer Employee against any liability of
  any character asserted against or incurred by the Company or any such Officer or
  Non-Officer Employee, or arising out of any such status, whether or not the
  Company would have the power to indemnify such person against such liability by
  law or under the provisions of this Article VI.
  
       SECTION 8. OTHER INDEMNIFICATION RIGHTS. Nothing in this Article VI shall
  limit any lawful rights to indemnification existing independently of this
  Article VI.
  
  Item 7. Exemption From Registration Claimed
  
       Not applicable.
  
  Item 8. Exhibits
  
                                        -6-
  7
  
  ----------------------------------------------------------------------
  EXHIBIT
  NUMBER                       DESCRIPTION
  ----------------------------------------------------------------------
  *4.1      Specimen certificate for shares of common stock
            of LSB Corporation
  
  ----------------------------------------------------------------------
  *4.2      Lawrence Savings Bank 1986 Stock Option Plan
  
  ----------------------------------------------------------------------
  *4.3      Lawrence Savings Bank 1997 Stock Option Plan
  
  ----------------------------------------------------------------------
   5.1      Opinion of Goulston & Storrs, P.C.
  
  ----------------------------------------------------------------------
  23.1      Consent of KPMG LLP
  
  ----------------------------------------------------------------------
  23.2      Consent of Goulston & Storrs, P.C. (included in
            opinion filed as Exhibit 5.1)
  
  ----------------------------------------------------------------------
  24        Power of Attorney (included on signature page)
  
  ----------------------------------------------------------------------
  
  *    Filed as an exhibit to the Registrant's Current Report on Form 8-K filed
  with the Securities and Exchange Commission on July 2, 2001, and incorporated
  herein by reference thereto.
  
  Item 9. Undertakings
  
  The undersigned registrant hereby undertakes:
  
  (1)  To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement to include any material
  information with respect to the plan of distribution not previously disclosed in
  the registration statement or any material change in such information in the
  registration statement.
  
  (2)  That, for the purpose of determining any liability under the Securities Act
  of 1933, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                                        -7-
  8
  
  (3)  To remove from registration by means of a post-effective amendment any of
  the securities being registered which remain unsold at the termination of the
  offering.
  
  (4)  That, for purposes of determining any liability under the Securities Act of
  1933, each filing of the registrant's annual report pursuant to Section 13(a) or
  15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
  of an employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
  (5)  Insofar as indemnification for liabilities arising under the Securities Act
  of 1933 may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the foregoing provisions, or otherwise, the registrant
  has been advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the registrant of expenses incurred
  or paid by a director, officer or controlling person of the registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
                                        -8-
  9
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the town of North Andover, Commonwealth of Massachusetts, on this
  19th day of July, 2001.
  
                                          LSB CORPORATION
  
                                          By: /s/ Paul A. Miller
                                             -------------------------------------
                                             Paul A. Miller
                                             President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Paul A. Miller and John E. Sharland,
  and each of them, his or her true and lawful attorneys-in-fact and agents, each
  with full power of substitution and resubstitution, for him or her and in his or
  her name, place and stead, in any and all capacities, to sign any or all
  amendments (including post-effective amendments) to this Registration Statement
  and to file the same, with all exhibits thereto, and other documents in
  connection therewith, with the Securities and Exchange Commission, hereby
  ratifying and confirming all that said attorneys-in-fact and agents, or any of
  them, or their substitute or substitutes, may lawfully do or cause to be done by
  virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  -------------------------------------------------------------------------------
         Signature                     Title                       Date
         ---------                     -----                       ----
  -------------------------------------------------------------------------------
  
  /s/ Paul A. Miller           President, Chief Executive       July 19, 2001
  -----------------------      Officer and Director
  Paul A. Miller
  
  -------------------------------------------------------------------------------
  
  /s/ John E. Sharland         Senior Vice President, Chief     July 19, 2001
  -----------------------      Financial Officer and Treasurer
  John E. Sharland
  
  -------------------------------------------------------------------------------
  
  /s/ Eugene A. Beliveau       Director                         July 19, 2001
  -----------------------
  Eugene A. Beliveau
  
  -------------------------------------------------------------------------------
  
                                        -9-
  10
  -------------------------------------------------------------------------------
  
  __________________________   Director                         _______, 2001
  Kathleen I. Boshar
  
  -------------------------------------------------------------------------------
  
  /s/ Malcolm W. Brawn         Director                         July 19, 2001
  ---------------------------
  Malcolm W. Brawn
  
  -------------------------------------------------------------------------------
  
  /s/ Thomas J. Burke          Director                         July 19, 2001
  ---------------------------
  Thomas J. Burke
  
  -------------------------------------------------------------------------------
  
  /s/ Bryon R. Cleveland, Jr.  Director                         July 19, 2001
  ---------------------------
  Bryon R. Cleveland, Jr.
  
  -------------------------------------------------------------------------------
  
  /s/ Neil H. Cullen           Director                         July 19, 2001
  ---------------------------
  Neil H. Cullen
  
  -------------------------------------------------------------------------------
  
  /s/ Richard Hart Harrington  Director                         July 19, 2001
  ---------------------------
  Richard Hart Harrington
  
  -------------------------------------------------------------------------------
  
  /s/ Robert F. Hatem          Director                         July 19, 2001
  ---------------------------
  Robert F. Hatem
  
  -------------------------------------------------------------------------------
  
  /s/ Marsha A. McDonough      Director                         July 19, 2001
  ---------------------------
  Marsha A. McDonough
  
  -------------------------------------------------------------------------------
  
                                        -10-