CHBH Croghan Bancshares Inc (QB)

2002 Stock Option and Incentive Plan

(Full title of the plan)

Croghan Bancshares, Inc.

323 Croghan Street

Fremont, Ohio 43420

Attn: Rick M. Robertson

Tel. No.: (419) 332-7301

(Name and address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Anthony D. Weis, Esq.

Vorys, Sater, Seymour and Pease LLP

52 East Gay Street

Columbus, Ohio 43215

(614) 464-6400

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment relates to the following Registration Statement (the “Registration Statement”) of Croghan Bancshares, Inc. (“Croghan”):

Registration Statement filed with the Securities and Exchange Commission on March 24, 2011 on Form S-8 (Registration No. 333-173034) pertaining to the registration of 190,951 common shares, par value $12.50 per share, of Croghan (“Common Shares”), issuable under the Croghan Bancshares, Inc. Amended and Restated 2002 Stock Option and Incentive Plan.

Croghan is a bank holding company and the class of securities to which the Registration Statement applies is held of record by fewer than 1,200 shareholders. Croghan desires to deregister all of the unissued Common Shares registered on the Registration Statement and to suspend reporting under the Securities Act of 1934, as amended. Accordingly, pursuant to the undertaking contained in the Registration Statement 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, Croghan is filing this Post-Effective Amendment to the Registration Statement to deregister all of the Common Shares registered under the Registration Statement that remain unissued.