MESSAGE FROM MANAGEMENT
- -----------------------
We dedicate the  accomplishments of the last year to you, our shareholders,  who
have  supported our products,  encouraged  our  expansion,  and  celebrated  our
achievements.  Also, your company's growth could not have been reached without a
loyal customer base who has permitted us to remain independent for 127 years.

Some of those that have  supported the company for many years,  retired in 1999.
For most,  "retirement"  means  rest and  relaxation,  but  these  distinguished
individuals still find the time to continue their work.

Charles  Lanham,  retired  from the Ohio  Valley  Bank  Board in 1999,  but will
continue to coordinate  our  government  relations  efforts.  Morris Haskins and
Frank  Mills  continue  to  contribute  through  the Bank's  Directors  Emeritus
Advisory  Board.  Lloyd  "Shorty"  Francis  was also a member  of the  Directors
Emeritus  Advisory  Board  until his  passing in the summer of 1999.  His memory
still inspires us every day.

In 1999, we welcomed  Steve  Chapman and Wendell  Thomas to the Ohio Valley Bank
Board as the Bank continued its strategic  expansion  into West Virginia.  A new
SuperBank was opened in South  Charleston and OVB acquired offices in Milton and
Barboursville.  These  offices,  plus  the  anticipated  opening  of our  eighth
SuperBank in east  Huntington,  will strengthen our presence in the growing I-64
corridor.

These new SuperBanks are anchored by the  traditional-style  Milton Office. This
expansion is patterned after the Jackson, Pike and Franklin County expansions of
1991 and 1996 which established offices that are now major income producers.

OVBC's net income per share for the year was $1.22,  an increase of 3.4 percent.
Cash  dividends  for 1999  were  $.53 per share  compared  to $.44 for 1998,  an
increase of 20.5  percent.  At the close of business on December 31,  1999,  the
average of the Bid and Ask price of OVBC stock was $33.625 compared to $33.20 at
December 31, 1998.  All per share  numbers are adjusted for the 25 percent stock
split effective April 19, 1999.

Thank  you for your  involvement  in Ohio  Valley  Bank,  your  support  of Loan
Central, and your new commitment to Jackson Savings Bank.

Sincerely,

James L. Dailey
Chairman and Chief Executive Officer

Jeffrey E. Smith
President and Chief Operating Officer



Description of Business
Ohio Valley  Banc Corp  commenced  operations  on October 23, 1992 as a one-bank
holding  company  with The Ohio  Valley  Bank  Company  being  the  wholly-owned
subsidiary.  The  Company's  headquarters  are  located  at 420 Third  Avenue in
Gallipolis, Ohio.

The Ohio Valley Bank Company was  organized on September  24, 1872.  The Bank is
insured  under the Federal  Deposit  Insurance  Act and is  chartered  under the
banking  laws of the  State of Ohio.  The  company  currently  operates  sixteen
offices in Ohio and West Virginia.

In April 1996, the Banc Corp opened a consumer  finance company  operating under
the name of Loan Central, Inc. with offices in Gallipolis,  South Point, Jackson
and Waverly, Ohio.

In December 1998, the Banc Corp purchased Jackson Savings Bank based in Jackson,
Ohio,  to be operated as a  wholly-owned  subsidiary.  Jackson  Savings  Bank is
insured  under the Federal  Deposit  Insurance  Act and is  chartered  under the
banking laws of the State of Ohio.

Form 10-K
A copy of the Company's annual report on Form 10-K, as filed with the Securities
and Exchange  Commission,  will be forwarded  without charge to any  stockholder
upon  written  request to: Ohio Valley  Banc Corp,  Attention:  Charles  Lanham,
Secretary, 420 Third Avenue, P.O. Box 240, Gallipolis, OH 45631.



Immediately after the 1999 Shareholders' Meeting, Loan Central opened its fourth
office. In May, Ohio Valley Bank signed an agreement to acquire two branches. In
June, Jackson Savings Bank celebrated 100 years of service. In July, Ohio Valley
Bank  was  named  to the  Cleveland  Plain  Dealer  100,  a  ranking  of  Ohio's
top-performing  companies. Two new SuperBanks were opened in August and October.
A total of five offices were opened by OVBC subsidiaries this year. In December,
the Ohio Valley Bank Board of Directors  promoted  Larry E.  Miller,  II, and E.
Richard  Mahan to Executive  Vice  President of Ohio Valley Bank and Senior Vice
President of Ohio Valley Banc Corp. As executive vice  president,  Miller's area
will  encompass the Financial Bank Group,  the Retail Bank Group,  West Virginia
Bank Group and Loan Central.  Executive Vice President  Mahan's  experience will
now benefit,  not only the Commercial  Bank Group,  but also the  Administrative
Services Group and Jackson Savings Bank.

Larry E. Miller, II
Executive Vice President

1999 was a dynamic year in which your company made unparalleled investments into
new  markets.  The  crown  jewel  of the  company's  expansion  efforts  was our
acquisition of two offices from a larger regional bank on September 24, 1999.

The employees of the Financial Bank Group were very  instrumental in introducing
Ohio Valley Bank to over 3 thousand new customers and making the  acquisition of
21.7 million dollars in new deposits a successful reality.  Countless hours were
spent by  Operations  personnel  to ensure  that each new account  acquired  was
accurately merged into our operating system.  Many other employees such as those
in Network Administration and Accounting also played key roles in completing the
acquisition.

Yes, 1999 was a year of unparalleled investing by your company. We have sown the
seeds for future  growth  and  profitability.  Now we must  focus the  company's
financial  and human  resources to  efficiently  develop new  relationships  and
future  profits.  This focus will lead the  Financial,  Retail and West Virginia
Bank Groups, as well as Loan Central, throughout the year.

OVB RETAIL BANK GROUP REPORT
by Katrinka V. Hart, Senior Vice President

In 1999,  the  Retail  Bank  Group  created a new  division  for one of our most
successful ventures...  the SuperBank. The new division was very active over the
past year.

First,  we opened our fifth  SuperBank.  It is located in the  Wal-Mart at South
Ridge (South  Charleston),  West Virginia.  Second, a new SuperBank location was
acquired   at  Pea  Ridge   (Barboursville),   West   Virginia,   along  with  a
traditional-style office in Milton, West Virginia.  Third, we opened our seventh
SuperBank. It is located in the Wal-Mart at South Point, Ohio.

However,  one of the Retail Bank Group's most significant  achievements for 1999
was assisting the Administrative  Services Group in the staffing and training of
personnel for these new offices and the training of personnel gained through the
Milton and Pea Ridge Office  acquisition.  Our goal is to staff our offices with
knowledgeable  employees that care about our customer's needs. We feel confident
that our new employees will work diligently to bring continued  profitability to
you, our shareholders.



OVB WEST VIRGINIA BANK GROUP REPORT
by Mario P. Liberatore, Senior Vice President

The West Virginia  Bank Group  expanded its presence in West Virginia by opening
two SuperBanks,  purchasing two branches from Huntington Bancshares and planning
for one more Wal-Mart SuperBank.

The Point Pleasant  Branch  continued its exciting growth showing 50% in deposit
growth in 1999.  The total growth of the West  Virginia Bank Group was more than
$36 million, a 100% deposit increase in 1999.

The bank continued its community  support by participation in three county fairs
and  various  community  activities;  outstanding  among  these  were the  Point
Pleasant  River  Front Park  project,  the new Mason  County  Health  Department
building, and the new Marshall University Mid Ohio Valley Center.

With an  experienced  dedicated  staff in place the West  Virginia Bank Group is
poised for an exciting 21st Century.

LOAN CENTRAL REPORT
by Cherie A. Barr, President

INCREASED PROFITABILITY AND EXPANSION...
a remarkable  1999 for Loan Central,  Inc. We met the challenge by exceeding our
ambitious goals for profitability and expansion with a 53% increase in operating
earnings per share and a return on equity of 10.9%. The company saw net earnings
increased  to157.7  thousand from 102.7  thousand in 1998, an increase of almost
54%. The growth in net earnings was  primarily  due to an increased  emphasis in
real estate secured lending. This generated more fee income and helped to reduce
losses with a more valuable secured portfolio.

To help meet our customers needs, in 1999, we opened a fourth office in Waverly,
Ohio and changed locations in Gallipolis and South Point.  These offices provide
increased  visibility  with easier  access.  We are  constantly  looking at ways
technology can make our personal service better and more efficient.  In 1998, we
upgraded  technology  to include  laser loan forms to make our loan  specialists
more productive.

The  cornerstones of our growth strategy are the value we placed on our customer
relationships and the quality customer service that we provide.


E. Richard Mahan
Executive Vice President

1999 saw the Commercial  Bank Group focused on continuing the quality service to
our existing  customer base, which has become our trademark,  and looking to new
horizons for expanded  business  opportunities.  We continued our commercial and
retail  growth in our  Franklin  County  region with  significant  increases  in
commercial loans and deposits.  Additionally,  we seized new  opportunities  for
expansion of our customer base in the Kanawha Valley and Putnam County.  We have
developed a very good network in those  areas.  As 1999 drew to a close we again
directed our attention to another region, Cabell County. With the acquisition of
branches in that area we see a whole new set of  possibilities  for growth.  Our
new commercial  loan volume for the year, up almost 18% over 1998,  exceeded any
prior year in commercial lending.

The year brought  additional changes for the Group with the retirement of friend
and  co-worker,  Wendell  Thomas and the addition of David Shaffer to Commercial
Lending.  We miss Wendell and the many years of experiences he had to share.  As
David assumes the management of the Commercial Lending functions, he brings with
him many years of banking  experience  and new ideas  which can help us maintain
our service quality, contain costs and grow the portfolio profitably.

The Shareholder  Relations department has been extremely busy with the increased
activity  of  new   shareholders,   increased   participation  in  the  Dividend
Reinvestment and regulatory  requirements which keep the work volume increasing.
We are hoping to add an additional  employee this coming year which will provide
more support to our department and our shareholders.

Change is an inevitable  part of our business with  increased  competition,  the
changing needs of our customers and their  companies.  With these changes come a
whole  new set of  opportunities.  Encroachment  of  competition  into our local
markets  causes us to be keenly aware that our customers are an important  asset
and as their  needs  change we must be  familiar  with those  needs and ready to
respond quickly.

We believe as we adjust to changes and redirect our resources we can continue to
meet the challenges of the 21st century.  We will continue to emphasize  quality
customer  service,  more  efficient  work  processes and  profitability  for our
company and shareholders. We believe that the year 2000 can be another excellent
year of growth for all of our lending  region.  I am also looking forward to the
many  challenges  the  year  holds,  including  my new  responsibilities  to the
Administrative  Services  Group and Jackson  Savings  Bank.



OVB ADMINISTRATIVE SERVICES GROUP REPORT
by Sue Ann Bostic, Senior Vice President

As we enter each new year and I reflect back on the old one, I think, "this year
can't be as busy as the last one."  However,  1999 was indeed as hectic as 1998.
The people of the  Administrative  Services  Bank Group hardly had time to catch
their breath between acquisitions,  construction,  hiring, and training;  but an
exciting year it was.

We kept on our toes with the construction of two new branches,  inside the South
Charleston Wal-Mart and the South Point Wal-Mart. Then as fall approached, there
was an acquisition  from Huntington Banks of the Milton Branch and the Pea Ridge
Kroger  SuperBank.  Our couriers had to learn new routes and time constraints in
order to get everyone's daily processing back to our Operations Center on time.

Our mail processing personnel were very excited to add a state-of-the-art  piece
of mail equipment  which cut their  processing time in half. With 524,007 pieces
of mail  processed in 1999 (43,667  monthly)  this new  equipment was a welcomed
addition.

With the opening of new branches comes the hiring of new  personnel.  A total of
71  employees  plus 15 seasonal  were added to OVB's staff in 1999.  Two hundred
seventy-five  (275)  employees  were  paid as of the last  payroll  of the year.
Needless to say, Human  Resources  keeps busy tracking these employees and their
benefit plans, vacation/sick days, not to mention every day problems.

Of course,  with hiring comes training.  These 86 new employees  needed in-house
orientation and classroom training before they went into respective branches for
approximately  four  weeks of  additional  window  training.  With two full time
trainers and the support of the Retail Bank Group,  this seemingly  endless task
was accomplished.

It's  exciting  to be part of the OVB  team and the  growth  we have  seen.  The
Administrative  Services  Group is  looking  forward to going into 2000 with the
past year behind us and many new opportunities and challenges ahead of us.

JACKSON SAVINGS BANK
by Harold A. Howe, President

100 YEARS OF SERVICE  AND  COMMITMENT  TO  JACKSON  COUNTY...on  June 30,  1999,
Jackson  Savings  Bank  celebrated  its  100th   anniversary   with  a  customer
appreciation  open house and the sale of 100 commemorative  baskets,  from which
proceeds were donated to the local YMCA.

The past year held a few changes for the 100-year-old institution.  In the past,
Jackson  Savings  Bank  primarily  handled  real  estate  loans  for 1-4  family
dwellings.  In the second  quarter  of 1999,  installment  loans,  car loans and
personal loans were added to our lending portfolio.
Jackson Savings Bank's  affiliation with Ohio Valley Banc Corp has enabled us to
be more  competitive.  We are still the Jackson Savings Bank;  however,  we have
expanded our product line to offer more of what our customers  want and need. In
2000,  new products are being  considered  that would take  advantage of the new
financial modernization laws recently enacted.



FINANCIAL HIGHLIGHTS

                           1999       1998       1997       1996       1995
                           ----       ----       ----       ----       ----

NET INCOME ($000)        $  4,292   $  4,130   $  3,782   $  3,349   $  2,938

TOTAL ASSETS ($000)      $522,057   $447,448   $379,088   $355,986   $331,845

INCOME PER SHARE         $   1.22   $   1.18   $   1.10   $   1.00   $    .90

DIVIDENDS PER SHARE      $    .53        .44        .42        .40        .38


                                    DIRECTORS
                              OHIO VALLEY BANC CORP

Phil A. Bowman                          Keith Brandeberry
Mining Consultant and Developer         Physician

W. Lowell Call                          James L. Dailey
Vice President of Sausage Production,   Chairman and Chief Executive Officer,
Bob Evans Farms, Inc.                   Ohio Valley Banc Corp.

Robert H. Eastman                       Merrill L. Evans
President,                              Farmer,
Ohio Valley Supermarkets, Inc.          President, Evans Enterprises, Inc.

Warren F. Sheets                        Jeffrey E. Smith
Attorney                                President, Chief Operating Officer
                                        and Treasurer, Ohio Valley Banc Corp.

Thomas E. Wiseman
President,
The Wiseman Agency, Inc.


                                    OFFICERS
                              OHIO VALLEY BANC CORP

James L. Dailey                         Jeffrey E. Smith
Chairman and                            President, Chief Operating Officer,
Chief Executive Officer                 and Treasurer

Charles C. Lanham                       E. Richard Mahan
Governmental Relations and              Senior Vice President
Secretary

Larry E. Miller, II                     Cherie A. Barr
Senior Vice President                   Vice President

Sue Ann Bostic                          Katrinka V. Hart
Vice President                          Vice President

Harold A. Howe                          Mario Liberatore
Vice President                          Vice President

Cindy H. Johnston                       Paula W. Salisbury
Assistant Secretary                     Assistant Secretary


                             DIRECTORS AND OFFICERS
                              JACKSON SAVINGS BANK

Harold A. Howe                          Charles C. Lanham
President and Director                  Secretary and Director

Phil A Bowman                           James L. Dailey
Director                                Director

Wendell B. Thomas                       Cindy H. Johnston
Director                                Assistant Secretary

Paula W. Salisbury
Assistant Secretary


                                    OFFICERS
                                  LOAN CENTRAL

Cherie A. Barr                          Timothy R. Brumfield
President and Secretary                 Manager, Gallipolis Office

Renae L. Hughes                         T. Joe Wilson
Manager, Jackson Office                 Manager, South Point Office



                                   DIRECTORS
                            OHIO VALLEY BANK COMPANY

Phil A. Bowman                          Keith R. Brandeberry

W. Lowell Call                          Steven B. Chapman
                                        CPA

James L. Dailey                         Robert H. Eastman

Merrill L. Evans                        Art E. Hartley, Sr.
                                        Chairman of the Board,
                                        City Ice and Fuel, Inc.

Harold A. Howe                          Warren F. Sheets
President, Jackson Savings Bank

Jeffrey E. Smith                        Wendell B. Thomas
                                        Retired Bank Executive

Lannes C. Williamson                    Thomas E. Wiseman
President, L. Williamson
Pallets, Inc.

DIRECTOR EMERITUS

Morris E. Haskins                       Charles C. Lanham
Retired Bank Executive                  Governmental Relations & Secretary OVB

Frank H. Mills, Jr.                     C. Leon Saunders
Farmer                                  Retired Bank Executive


                                    OFFICERS
                            OHIO VALLEY BANK COMPANY

James L. Dailey                         Jeffrey E. Smith
Chairman and                            President and
Chief Executive Officer                 Chief Operating Officer

Charles C. Lanham                       E. Richard Mahan
Governmental Relations and Secretary    Executive Vice President

Larry E. Miller, II                     Sue Ann Bostic
Executive Vice President                Senior Vice President,
                                        Administrative Services Group

Katrinka V. Hart                        Mario P. Liberatore
Senior Vice President,                  Senior Vice President,
Retail Bank Group                       West Virginia Bank Group

Patricia L. Davis                       Sandra L. Edwards
Vice President,                         Vice President,
Research & Technical Applications       Management Information Systems

Hugh H. Graham, Jr.                     Bryan W. Martin
Vice President,                         Vice President,
Superbank Division                      Facilities and Technical Services

Jennifer L. Osborne                     Richard D. Scott
Vice President,                         Vice President,
Retail Lending                          Trust

David L. Shaffer                        Tom R. Shepherd
Vice President,                         Vice President,
Commercial Lending                      Marketing

Patrick H. Tackett                      Molly K. Tarbett
Vice President,                         Vice President,
Western Division Branch Administrator   Retail Operations

Darren R. Blake                         Robert T. Hennesy
Assistant Vice President,               Assistant Vice President,
Network Administrator                   Retail Indirect Lending Manager

Larry E. Lee                            Philip E. Miller
Assistant Vice President,               Assistant Vice President,
Cash Services and Security              Region Manager Franklin County

Scott W. Shockey                        Timothy V. Stevens
Assistant Vice President,               Assistant Vice President,
Comptroller                             Region Manager Cabell County

Rick A. Swain                           Phyllis P. Wilcoxon
Assistant Vice President,               Assistant Vice President,
Region Manager Pike County              Shareholder Relations



Kyla Carpenter                          Judy K. Hall
Assistant Cashier,                      Assistant Cashier,
Marketing Officer                       Manager, Training and Educational
                                        Development

Brenda G. Henson                        Keith A. Johnson
Assistant Cashier,                      Assistant Cashier,
Manager Customer Service                Collections Manager

Dians L. Parks                          Christopher S. Petro
Assistant Cashier,                      Assistant Cashier,
Internal Auditor                        Regulatory Reporting Manager

Linda L. Plymale                        Richard P. Speirs
Assistant Cashier,                      Assistant Cashier,
Operations Officer                      Maintenance Technical Supervisor

Stephanie L. Stover                     Cindy H. Johnston
Assistant Cashier                       Assistant Secretary
Retail Lending Operations Manager

Paula W. Salisbury
Assistant Secretary


                          WEST VIRGINIA ADVISORY BOARD

Anna P. Barnitz                         Richard L. Handley
Business Manager/Treasurer              Educator,
Bob's Market and Greenhouses, Inc.      Mason County Board of Education

Art E. Hartley, Sr.                     Gregory K. Hartley
                                        President,
                                        City Ice and Fuel, Inc.

Charles C. Lanham                       Mario P. Liberatore
                                        Advisory Board Chairman and
                                        Senior Vice President W.V. Bank Group

John C. Musgrave                        Trenton M. Stover
West Virginia Lottery Director          CPA/Owner,
                                        Trenton Stover CPA

Lannes C. Williamson                    R. Raymond Yauger
                                        President,
                                        Yauger Farm Supply, Inc.


SELECTED FINANCIAL DATA

                                           Years Ended December 31

SUMMARY OF OPERATIONS:           1999      1998      1997      1996      1995
(dollars in thousands, except per share data)
Total interest income          $ 40,006  $ 35,191  $ 31,453  $ 28,252  $ 26,187
Total interest expense           18,837    15,691    14,517    12,856    13,227
Net interest income              21,169    19,500    16,936    15,396    12,960
Provision for loan losses         2,303     2,295     1,245     1,328       634
Total other income                3,132     2,760     1,860     1,419     1,333
Total other expenses             16,060    14,201    12,293    10,738     9,509
Income before income taxes        5,938     5,764     5,258     4,749     4,150
Income taxes                      1,646     1,634     1,476     1,400     1,212
Net income                        4,292     4,130     3,782     3,349     2,938

PER SHARE DATA(1):

Net income per share           $   1.22  $   1.18  $   1.10  $   1.00  $    .90
Cash dividends per share       $    .53  $    .44  $    .42  $    .40  $    .38
Weighted average number
 of shares outstanding        3,530,203 3,502,366 3,426,600 3,341,274 3,253,684

AVERAGE BALANCE SUMMARY:

Total loans                    $382,353  $305,392  $271,535  $248,833  $217,907
Securities (2)                   73,783    74,478    73,303    76,907    97,609
Deposits                        376,050   319,493   304,296   290,790   281,158
Shareholders' equity             41,730    38,639    34,449    30,958    27,900
Total assets                    488,632   408,482   369,552   342,588   334,942

PERIOD END BALANCES:

Total loans                    $411,158  $347,130  $280,267  $264,660  $227,217
Securities (2)                   72,186    72,419    76,711    71,135    87,771
Deposits                        405,331   327,317   306,037   294,325   284,785
Shareholders' equity             42,708    40,680    36,834    32,874    29,861
Total assets                    522,057   447,448   379,088   355,986   331,845

KEY RATIOS:

Return on average assets            .88%     1.01%     1.02%      .98%      .88%
Return on average equity          10.29%    10.69%    10.98%    10.82%    10.53%
Dividend payout ratio             43.73%    37.13%    37.81%    39.53%    41.59%
Average equity to
 average assets                    8.54%     9.46%     9.32%     9.04%     8.33%

(1) Restated for stock splits as appropriate.
(2) Securities include interest-bearing balances with banks.



CONSOLIDATED STATEMENTS OF CONDITION

     As of December 31                                         1999       1998
     -----------------                                         ----       ----
(dollars in thousands)

ASSETS

Cash and noninterest-bearing deposits with banks            $ 19,000   $ 12,342
Federal funds sold                                                          375
                                                            --------   --------
     Total cash and cash equivalents                          19,000     12,717

Interest-bearing balances with banks                             806        795

Securities available-for-sale                                 55,371     26,255
Securities held-to-maturity                                   16,009     45,369

Total Loans                                                  411,158    347,130
  Less: Allowance for loan losses                             (5,055)    (4,277)
                                                            --------   --------
     Net Loans                                               406,103    342,853

Premises and equipment                                         9,888      8,360
Accrued income receivable                                      3,298      2,723
Intangible assets, net                                         1,412
Other assets                                                  10,170      8,376
                                                            --------   --------

     Total assets                                           $522,057   $447,448
                                                            ========   ========

LIABILITIES

Noninterest-bearing deposits                                $ 46,444   $ 45,961
Interest-bearing deposits                                    358,887    281,356
                                                            --------   --------
     Total Deposits                                          405,331    327,317

Securities sold under agreements to repurchase                16,788     19,066
Other borrowed funds                                          51,231     55,743
Accrued liabilities                                            5,999      4,642
                                                            --------   --------

     Total liabilities                                       479,349    406,768
                                                            --------   --------

SHAREHOLDERS' EQUITY

Common stock ($1 stated value: 10,000,000 shares
 authorized; 3,548,572 shares issued and 3,542,983
 shares outstanding at December 31, 1999; 5,000,000
 shares authorized; 2,818,413 shares issued and
 outstanding at December 31, 1998)                             3,549      2,818
Surplus                                                       28,454     27,598
Retained earnings                                             11,491      9,797
Accumulated other comprehensive income, net of tax              (597)       467
Treasury stock (5,589 shares at cost)                           (189)
                                                            --------   --------
     Total shareholders' equity                               42,708     40,680
                                                            --------   --------

     Total liabilities and shareholders' equity             $522,057   $447,448
                                                            ========   ========


           See accompanying notes to consolidated financial statements



CONSOLIDATED STATEMENTS OF INCOME

     For the years ended December 31              1999       1998       1997
     -------------------------------              ----       ----       ----
(dollars in thousands, except per share data)
INTEREST INCOME:
   Interest and fees on loans                   $35,539    $30,550    $26,858
   Interest on taxable securities                 3,200      3,212      3,361
   Interest on nontaxable securities                826        794        635
   Dividends                                        290        245        203
   Other interest                                   151        390        396
                                                -------    -------    -------
       Total interest income                     40,006     35,191     31,453

INTEREST EXPENSE:
   Interest on deposits                          15,602     13,489     13,163
   Interest on repurchase agreements                510        685        435
   Interest on other borrowed funds               2,725      1,517        919
                                                -------    -------    -------
       Total interest expense                    18,837     15,691     14,517
                                                -------    -------    -------

NET INTEREST INCOME                              21,169     19,500     16,936
Provision for loan losses                         2,303      2,295      1,245
                                                -------    -------    -------
       Net interest income after provision
        for loan losses                          18,866     17,205     15,691
                                                -------    -------    -------
OTHER INCOME:
   Service charges on deposit accounts            1,237        969        788
   Trust division income                            225        212        192
   Other operating income                         1,353      1,137        880
   Net gain on sale of
    available-for-sale securities                   317        442
                                                -------    -------    -------
       Total other income                         3,132      2,760      1,860
                                                -------    -------    -------

OTHER EXPENSE:
   Salaries and employee benefits                 9,190      8,089      7,312
   Occupancy expense                              1,041        764        537
   Furniture and equipment expense                1,115        904        749
   Corporation franchise tax                        356        368        367
   Data processing expense                          316        346        419
   Other operating expenses                       4,042      3,730      2,909
                                                -------    -------    -------
       Total other expense                       16,060     14,201     12,293
                                                -------    -------    -------

     Income before income taxes                   5,938      5,764      5,258

   Provision for income taxes                     1,646      1,634      1,476
                                                -------    -------    -------

       NET INCOME                               $ 4,292    $ 4,130    $ 3,782
                                                =======    =======    =======

Earnings per share                              $  1.22    $  1.18    $  1.10
                                                =======    =======    =======




           See accompanying notes to consolidated financial statements



CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY


For the years ended December 31, 1999, 1998 and 1997


                                                                               Accumulated
                                                                                 Other                        Total
                                           Common                 Retained    Comprehensive     Treasury    Shareholders'
(dollars in thousands)                      Stock     Surplus     Earnings       Income          Stock        Equity
                                            -----     -------     --------       ------          -----        ------
                                                                                            
BALANCES AT JANUARY 1, 1997               $13,257     $12,964     $ 6,214     $   439                         $32,874
  Comprehensive income:
     Net income                                                     3,782                                       3,782
     Net change in unrealized gain
      on available-for-sale securities                                            131                             131
                                                                                                              -------
        Total comprehensive income                                                                              3,913
  Change in stated value from $10
    to $1 per share                       (11,937)     11,937
  Common Stock split, 33-1/3%                 442                    (442)
  Cash paid in lieu of fractional
    shares in stock split                                             (11)                                        (11)
  Common Stock issued, 6,500 shares             6         231                                                     237
  Common Stock issued through
    dividend reinvestment, 35,422 shares      108       1,143                                                   1,251
  Cash dividends, $.42 per share                                   (1,430)                                     (1,430)
                                          -------     -------     -------     -------         -------         -------
BALANCES AT DECEMBER 31, 1997               1,876      26,275       8,113         570                          36,834
  Comprehensive income:
     Net income                                                     4,130                                       4,130
     Net change in unrealized gain
      on available-for-sale securities                                           (103)                           (103)
                                                                                                              -------
        Total comprehensive income                                                                              4,027
  Common Stock split, 50%                     906                    (906)
  Cash paid in lieu of fractional
    shares in stock split                                              (7)                                         (7)
  Common Stock issued, 5,450 shares             5         223                                                     228
  Common Stock issued through
    dividend reinvestment, 31,196 shares       31       1,100                                                   1,131
  Cash dividends, $.44 per share                                   (1,533)                                     (1,533)
                                          -------     -------     -------     -------        --------         -------
BALANCES AT DECEMBER 31, 1998               2,818      27,598       9,797         467                          40,680
  Comprehensive income:
     Net income                                                     4,292                                       4,292
     Cumulative effect of securities
      transfers, net                                                              167                             167
     Net change in unrealized gain
      on available-for-sale securities                                         (1,231)                         (1,231)
                                                                                                              -------
        Total comprehensive income                                                                              3,228
  Common Stock split, 25%                     706                    (706)
  Cash paid in lieu of fractional
    shares in stock split                                             (15)                                        (15)
  Common Stock issued, 7,500 shares             8         241                                                     249
  Common Stock issued through
    dividend reinvestment, 16,756 shares       17         615                                                     632
  Cash dividends, $.53 per share                                   (1,877)                                     (1,877)
  Shares acquired for treasury, 5,589 shares                                                $  (189)             (189)
                                          -------     -------     -------     -------       -------           -------
BALANCES AT DECEMBER 31, 1999             $ 3,549     $28,454     $11,491     $  (597)      $  (189)          $42,708
                                          =======     =======     =======     =======       =======           =======


             See accompanying notes to consolidated financial statements



CONSOLIDATED STATEMENTS OF CASH FLOWS



     For the years ended December 31                             1999       1998       1997
     -------------------------------                             ----       ----       ----
(dollars in thousands)
                                                                            
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                   $ 4,292    $ 4,130    $ 3,782
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Depreciation                                                 1,157        947        705
    Net amortization and accretion of securities                   171        137         47
    Amortization of intangible assets                               30
    Deferred tax benefit                                          (262)      (384)        15
    Provision for loan losses                                    2,303      2,295      1,245
    Contribution of common stock to ESOP                           249        228        237
    FHLB stock dividend                                           (280)      (190)      (172)
    Net gain on sale of available-for-sale securities             (317)      (442)
    Change in accrued income receivable                           (575)      (220)      (148)
    Change in accrued liabilities                                1,357        735      1,112
    Change in other assets                                      (1,873)       568     (1,339)
                                                               -------    -------    -------
      Net cash provided by operating activities                  6,252      7,804      5,484
                                                               -------    -------    -------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from maturities of securities
   available-for-sale                                           10,587      9,300       4,500
  Purchases of securities available-for-sale                   (13,438)    (2,917)     (6,314)
  Proceeds from maturities of securities
   held-to-maturity                                              2,841     12,850      14,390
  Purchases of securities held-to-maturity                      (1,347)   (18,942)    (17,900)
  Proceeds from sale of equity securities                          323      1,075
  Change in interest-bearing deposits in other banks               (11)     3,128        (478)
  Net increase in loans                                        (65,553)   (68,271)    (16,179)
  Purchases of premises and equipment                           (2,686)    (1,981)     (1,666)
  Purchases of insurance contracts                                (460)      (580)       (635)
                                                               -------    -------     -------
      Net cash used in investing activities                    (69,744)   (66,338)    (24,282)
                                                               -------    -------     -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Change in deposits                                            58,653     21,280      11,712
  Cash and cash equivalents received in assumption of
   deposits, net of assets acquired                             19,361
  Cash dividends                                                (1,877)    (1,533)     (1,430)
  Cash paid in lieu of fractional shares in stock split            (15)        (7)        (11)
  Proceeds from issuance of common stock                           632      1,131       1,251
  Purchases of treasury stock                                     (189)
  Change in securities sold under agreements to repurchase      (2,278)     6,235       4,117
  Proceeds from long-term borrowings                             8,500     35,164      11,425
  Repayment of long-term borrowings                             (9,818)    (8,498)     (6,681)
  Change in other short-term borrowings                         (3,194)     9,598      (2,475)
                                                               -------    -------     -------
      Net cash used in financing activities                     69,775     63,370      17,908
                                                               -------    -------     -------

CASH AND CASH EQUIVALENTS:
  Change in cash and cash equivalents                            6,283      4,836        (890)
  Cash and cash equivalents at beginning of year                12,717      7,881       8,771
                                                               -------    -------     -------
      Cash and cash equivalents at end of year                 $19,000    $12,717     $ 7,881
                                                               =======    =======     =======

CASH PAID DURING THE YEAR FOR:
  Interest                                                     $17,496    $15,578     $13,861
  Income taxes                                                   2,075      1,715       1,218


                  See accompanying notes to consolidated financial statements



Note A - Summary of Significant Accounting Policies

Unless otherwise indicated, amounts are in thousands, except per share data.

Principles of Consolidation:  The consolidated  financial statements include the
accounts  of the Ohio  Valley  Banc Corp.  (the  Company)  and its  wholly-owned
subsidiaries,  The Ohio Valley Bank Company (the Bank), Loan Central, a consumer
finance   company,   and  Jackson  Savings  Bank   (Jackson).   All  significant
intercompany balances and transactions have been eliminated.

Industry  Segment  Information:  The  Company  is  engaged  in the  business  of
commercial  and retail banking and trust  services,  with  operations  conducted
through 21 offices located in central and  southeastern  Ohio as well as western
West Virginia.  These  communities  are the source of  substantially  all of the
Company's deposit, loan and trust services. The majority of the Company's income
is derived from commercial and retail business  lending  activities.  Management
considers the Company to operate in one segment, banking.

Use of Estimates in the Preparation of Financial Statements:  The preparation of
financial statements in conformity with generally accepted accounting principles
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities,  the  disclosure  of  contingent  assets and
liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those  estimates.  Areas  involving the use of  management's  estimates and
assumptions  that are more  susceptible  to change in the near term  involve the
allowance for loan losses, the fair value of certain securities,  the fair value
of financial  instruments and the  determination  and carrying value of impaired
loans.

Cash and Cash  Equivalents:  Cash and  cash  equivalents  include  cash on hand,
noninterest-bearing  deposits  with banks and  federal  funds  sold.  Generally,
federal funds are purchased and sold for one-day  periods.  The Company  reports
net cash flows for customer loan transactions, deposit transactions,  short-term
borrowings and interest-bearing deposits with other financial institutions.

Securities:   The  Company  classifies   securities  into  held-to-maturity  and
available-for-sale  categories.  Held-to-maturity securities are those which the
Company has the positive intent and ability to hold to maturity and are reported
at  amortized  cost.  Securities   classified  as   available-for-sale   include
marketable  equity  securities and other  securities that management  intends to
sell or that  could be sold for  liquidity,  investment  management  or  similar
reasons   even  if  there  is  not  a   present   intention   of  such  a  sale.
Available-for-sale  securities are reported at fair value, with unrealized gains
or losses included as a separate component of equity, net of tax.
         Premium  amortization is deducted from, and discount accretion is added
to, interest income on securities using the level yield method. Gains and losses
are recognized upon the sale of specific identified  securities on the completed
transaction  basis.  Securities are written down to fair value when a decline in
fair value is not temporary.

Loans: Loans are reported at the principal balance outstanding,  net of unearned
interest,  deferred loan fees and costs, and an allowance for loan losses. Loans
held for sale are  reported  at the  lower of cost or  market,  on an  aggregate
basis.
         Interest  income  is  reported  on the  interest  method  and  includes
amortization  of net deferred  loan fees and costs over the loan term.  Interest
income is not reported when full loan repayment is in doubt,  typically when the
loan is impaired or payments are past due over 90 days (180 days for residential
mortgages).   Payments   received  on  such  loans  are  reported  as  principal
reductions.

Allowance  for Loan  Losses:  Because  some loans may not be repaid in full,  an
allowance  for loan losses is recorded.  Increases to the allowance are recorded
by a provision for loan losses  charged to expense.  Estimating the risk of loss
and the amount of loss on any loan is necessarily subjective.  Accordingly,  the
allowance is maintained by  management at a level  considered  adequate to cover
losses that are currently  anticipated  based on past loss  experience,  general
economic conditions,  information about specific borrower situations,  including
their financial  position and collateral  value, and other factors and estimates
which are  subject  to change  over  time.  While  management  may  periodically
allocate portions of the allowance for specific problem  situations,  the entire
allowance is available for any charge-offs  that occur. A loan is charged off by
management  as a loss when deemed  uncollectable,  although  collection  efforts
continue and future recoveries may occur.

Summary of Significant Accounting Policies (continued)

         Loans are considered  impaired if full  principal or interest  payments
are not anticipated. Impaired loans are carried at the present value of expected
cash flows discounted at the loan's effective interest rate or at the fair value
of the  collateral  if the  loan  is  collateral  dependent.  A  portion  of the
allowance  for loan  losses is  allocated  to  impaired  loans.  Smaller-balance
homogeneous  loans are  evaluated for  impairment  in total.  Such loans include
residential  first  mortgage  loans secured by  one-to-four  family  residences,
residential  construction  loans,  credit card and  automobile,  home equity and
second  mortgage  loans.  Commercial  loans and mortgage  loans secured by other
properties are evaluated individually for impairment.  When analysis of borrower
operating results and financial  condition  indicates that underlying cash flows
of  the  borrower's   business  are  not  adequate  to  meet  its  debt  service
requirements, the loan is evaluated for impairment. Loans are generally moved to
nonaccrual  status  when 90 days or more past due.  These  loans are often  also
considered  impaired.  Impaired loans, or portions thereof, are charged off when
deemed  uncollectable.  This typically  occurs when the loan is 120 or more days
past due.

Concentrations of Credit Risk:
         The Company, through its subsidiaries, grants residential, consumer and
commercial loans to customers  located  primarily in the  southeastern  Ohio and
western West Virginia areas.

The following  represents the  composition of the loan portfolio at December 31,
1999:
                                               % of Total Loans
                                               ----------------
      Real Estate loans                              49.04%
      Commercial and industrial loans                29.08%
      Consumer loans                                 21.63%
      All other loans                                  .25%
                                                    ------
                                                    100.00%
                                                    ======

Approximately 6.54% of total loans are unsecured.

         The Bank, in the normal  course of its  operations,  conducts  business
with correspondent financial  institutions.  Balances in correspondent accounts,
investments  in federal  funds,  certificates  of deposit  and other  short-term
securities  are closely  monitored to ensure that  prudent  levels of credit and
liquidity  risks are  maintained.  At  December  31,  1999,  the Bank's  primary
correspondent balance was $7,659 at the Federal Reserve Bank, Cleveland, Ohio.

Premises  and  Equipment:  Premises  and  equipment  are  stated  at  cost  less
accumulated depreciation.  Depreciation is computed on the declining balance and
straight-line  methods over the  estimated  useful lives of the various  assets.
Maintenance and repairs are expensed and major improvements are capitalized.

Other Real Estate:  Real estate acquired through  foreclosure or deed-in-lieu of
foreclosure  is  included  in other  assets.  Such real estate is carried at the
lower of  investment  in the loan or estimated  fair value of the property  less
estimated  selling costs. Any reduction to fair value at the time of acquisition
is accounted for as a loan charge-off. Any subsequent reduction in fair value is
recorded as a loss on other  assets.  Costs  incurred to carry other real estate
are charged to expense. Other real estate owned totaled $30 at December 31, 1999
and $31 at December  31,  1998.  There were no  transfers of loans to other real
estate in 1999 or 1997.  Transfers  of loans to other real  estate  were $163 in
1998.

Repurchase  Agreements:   Substantially  all  repurchase  agreement  liabilities
represent amounts advanced by various customers. Securities are pledged to cover
these liabilities, which are not covered by federal deposit insurance.

Per Share  Amounts:  Earnings  per share is based on net  income  divided by the
following  weighted  average  number of shares  outstanding  during the periods:
3,530,203 for 1999,  3,502,366 for 1998 and 3,426,600 for 1997.  The Company had
no dilutive  securities  outstanding for any period presented.  All earnings and
dividends  per share  disclosures  have been restated to  retroactively  reflect
stock  splits  of  25%,  50%  and 33  1/3%  declared  in  1999,  1998  and  1997
respectively.

Income  Taxes:  Income tax expense is the sum of the current year income tax due
or refundable  and the change in deferred tax assets and  liabilities.  Deferred
tax assets and liabilities are the expected future tax consequences of temporary
differences   between  the  carrying   amounts  and  tax  bases  of  assets  and
liabilities, computed using enacted tax rates. A valuation allowance, if needed,
reduces deferred tax assets to the amount expected to be realized.

Comprehensive  Income:  Comprehensive  income  consists  of net income and other
comprehensive  income.  Other comprehensive income includes unrealized gains and
losses on securities  available-for-sale  which are also  recognized as separate
components  of  equity.   The  accounting   standard  that  requires   reporting
comprehensive  income first applies for 1998, with prior information restated to
be comparable.

Reclassifications:  The consolidated financial statements for 1998 and 1997 have
been   reclassified   to  conform   with  the   presentation   for  1999.   Such
reclassifications had no effect on the net results of operations.



NOTE B - SECURITIES
     The amortized cost and estimated fair value of securities as follows:


                                                          Gross        Gross     Estimated
                                            Amortized   Unrealized   Unrealized    Fair
December 31, 1999                             Cost        Gains        Losses      Value
- -----------------                             ----        -----        ------      -----
                                                                      
  Securities Available-for-Sale
  -----------------------------
  U.S. Treasury securities                   $ 7,490      $   21       $  (1)     $ 7,510
  U.S. Government agency securities           42,328           1        (807)      41,522
  Mortgage-backed securities                   2,307                    (118)       2,189
  Marketable equity securities                 4,150                                4,150
                                             -------      ------       -----      -------
     Total securities                        $56,275      $   22       $(926)     $55,371
                                             =======      ======       =====      =======
  Securities Held-to-Maturity
  ---------------------------
  Obligations of states and
    political subdivisions                   $15,690      $  151       $(247)     $15,594
  Mortgage-backed securities                     319           1         (22)         298
                                             -------      ------       -----      -------
     Total securities                        $16,009      $  152       $(269)     $15,892
                                             =======      ======       =====      =======

                                                          Gross        Gross     Estimated
                                            Amortized   Unrealized   Unrealized    Fair
December 31, 1998                             Cost        Gains        Losses      Value
- -----------------                             ----        -----        ------      -----
                                                                      
  Securities Available-for-Sale
  -----------------------------
  U.S. Treasury securities                   $17,807      $  336                  $18,143
  U.S. Government agency securities            4,057          67       $ (10)       4,114
  Marketable equity securities                 3,591         407                    3,998
                                             -------      ------       -----      -------
     Total securities                        $25,455      $  810       $ (10)     $26,255
                                             =======      ======       =====      =======
  Securities Held-to-Maturity
  ---------------------------
  U.S. Treasury securities                   $   100                              $   100
  U.S. Government agency securities           27,693      $  431       $ (12)      28,112
  Obligations of states and
    political subdivisions                    17,195         571         (21)      17,745
  Mortgage-backed securities                     381           1         (20)         362
                                             -------      ------       -----      -------
     Total securities                        $45,369      $1,003       $ (53)     $46,319
                                             =======      ======       =====      =======

     On April  1,  1999,  the  Company adopted  SFAS No.  133,  "Accounting  for
Derivative  Instruments and Hedging Activities." SFAS No. 133 allows the company
a one time reclassification of securities  held-to-maturity to classification as
available-for-sale  or trading.  The Company  transferred  securities with a par
value of $27,500 previously classified as held-to-maturity to available-for-sale
upon adoption.  The unrealized  gain, net of tax, on the securities  transferred
totaled $167. The Company has no derivative or hedging  activity covered by SFAS
No. 133.
     Securities with a carrying value of  approximately  $58,984 at December 31,
1999 and $55,851 at December 31, 1998 were pledged to secure public deposits and
for other purposes as required or permitted by law.
     The amortized cost and estimated fair value of debt  securities at December
31, 1999, by contractual maturity, are shown below. Actual maturities may differ
from contractual  maturities  because certain issuers may have the right to call
or prepay the debt obligations prior to their contractual maturities.

                                     Available-for-Sale       Held-to-Maturity
                                     ------------------       ----------------
                                               Estimated               Estimated
                                    Amortized    Fair       Amortized    Fair
Debt Securities:                      Cost       Value        Cost       Value
                                      ----       -----        ----       -----
  Due in one year or less          $ 6,515     $ 6,524      $ 2,389    $ 2,397
  Due in one to five years          43,303      42,508        7,486      7,582
  Due in five to ten years                                    3,460      3,422
  Due after ten years                                         2,355      2,193
  Mortgage-backed securities         2,307      2,189           319        298
                                   -------    -------       -------    -------
     Total debt securities         $52,125    $51,221       $16,009    $15,892
                                   =======    =======       =======    =======

     Proceeds  from the sale of equity  securities  in 1999 were $323 with gross
gains of $317 realized.  Proceeds from the sale of equity securities during 1998
were  $1,075 with gross gains of $459 and gross  losses of $17  realized.  There
were no sales of debt and equity securities during 1997.



NOTE C - LOANS

     Loans are comprised of the following at December 31:

                                          1999            1998
                                          ----            ----
Real estate loans                       $201,625        $163,650
Commercial and industrial loans          119,585          96,116
Consumer loans                            88,942          85,664
All other loans                            1,006           1,700
                                        --------        --------
  Total Loans                           $411,158        $347,130
                                        ========        ========


NOTE D - ALLOWANCE FOR LOAN LOSSES

     Following  is an analysis of changes in the  allowance  for loan losses for
years ended December 31:


                                          1999           1998           1997
                                          ----           ----           ----
Balance, beginning of year               $4,277         $3,390         $3,180

Loans charged-off:
  Real estate                                41            110             39
  Commercial                                454            130            215
  Consumer                                1,298          1,433            961
                                         ------         ------         ------
    Total loans charged-off               1,793          1,673          1,215

Recoveries of loans:
  Real estate                                13             40              1
  Commercial                                 23             47             41
  Consumer                                  232            178            138
                                         ------         ------         ------
    Total recoveries of loans               268            265            180

Net loan charge-offs                     (1,525)        (1,408)        (1,035)
Provision charged to operations           2,303          2,295          1,245
                                         ------         ------         ------
Balance, end of year                     $5,055         $4,277         $3,390
                                         ======         ======         ======

Information regarding impaired loans is as follows:

                                                         1999           1998
                                                         ----           ----
  Balance of impaired loans                              $1,413         $624
                                                         ======         ====
  Portion of impaired loan balance for which
  an allowance for credit losses is allocated            $1,413         $624
                                                         ======         ====
  Portion of allowance for loan losses allocated
    to the impaired loan balance                         $  600         $275
                                                         ======         ====

  Average investment in impaired loans for the year      $1,570         $632
                                                         ======         ====
  Interest on impaired loans was not material for years ending 1999 and 1998.



NOTE E - PREMISES AND EQUIPMENT

Following is a summary of premises and equipment at December 31:

                                                1999           1998
                                                ----           ----

Land                                          $ 1,375        $ 1,166
Buildings                                       8,435          7,149
Furniture and equipment                         6,784          5,594
                                              -------        -------
                                               16,594         13,909
Less accumulated depreciation                   6,706          5,549
                                              -------        -------
     Total Premises and Equipment             $ 9,888        $ 8,360
                                              =======        =======

The following is a summary of the future  minimum lease  payments for facilities
leased by the Company. Lease payments were $255 in 1999 and $152 in 1998.

2000         $  315
2001            306
2002            298
2003            271
2004            174
Thereafter      418
             ------
             $1,782
             ======

NOTE F - DEPOSITS
     Following is a summary of interest-bearing deposits at December 31:

                                                   1999           1998
                                                   ----           ----

NOW accounts                                    $ 74,447       $ 47,190
Savings and Money Market                          42,095         53,727
Time:
 IRA accounts                                     34,938         30,870
   Certificates of Deposit:
     In denominations under $100,000             136,824        105,480
     In denominations of $100,000 or more         70,583         44,089
                                                --------       --------
       Total time deposits                       242,345        180,439
                                                --------       --------
       Total interest-bearing deposits          $358,887       $281,356
                                                ========       ========

     Following is a summary of total time  deposits by remaining  maturities  at
December 31:

                                                   1999           1998
                                                   ----           ----

Within one year                                 $178,213       $119,747
From one to two years                             40,781         35,851
From two to three years                           10,412          9,247
From three to four years                          10,663          3,980
From four to five years                              937         10,308
Thereafter                                         1,339          1,306
                                                --------       --------
     Totals                                     $242,345       $180,439
                                                ========       ========



NOTE G - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

     Following is a summary of securities sold under agreements to repurchase at
December 31:

                                                  1999           1998
                                                  ----           ----

Balance outstanding at period end               $16,788        $19,066
                                                -------        -------
Weighted average interest rate at period end       4.54%          3.96%
                                                -------        -------
Average amount outstanding during the year      $13,961        $18,148
                                                -------        -------
Approximate weighted average interest rate
 during the year                                   3.65%          3.77%
                                                -------        -------
Maximum amount outstanding as of any month end  $16,788        $25,112
                                                -------        -------
Securities underlying these agreements at
 year-end were as follows:
  Carrying value of securities                  $36,326        $38,485
                                                -------        -------
  Fair Value                                    $35,793        $39,195
                                                -------        -------


NOTE H - OTHER BORROWED FUNDS

     Other  borrowed  funds at  December  31,  1999 and  1998 are  comprised  of
advances  from the Federal Home Loan Bank (FHLB),  promissory  notes and Federal
Reserve Bank Notes.  At year-end, other borrowed funds were as follows:

                                1999           2000
                                ----           ----

FHLB Borrowings               $38,746        $47,714
Promissory Notes                3,985          7,919
FRB Notes                       8,500            110
                              -------        -------
                              $51,231        $55,743
                              =======        =======

     Pursuant to collateral  agreements  with the FHLB,  advances are secured by
certain  qualifying  first  mortgage loans and by FHLB stock which total $58,120
and $3,891 at December  31,  1999.  Fixed rate FHLB  advances of $36,246  mature
through 2008 and have interest  rates ranging from 4.88% to 6.15%.  In addition,
variable rate FHLB borrowings represent $2,500.
     Promissory notes, issued primarily by the parent company,  have fixed rates
of 5.50% to 7.00% and are due at various dates through a final  maturity date of
May 29, 2002.  FRB notes are variable  rate  borrowings  with  balances that are
subject to change daily.

     Scheduled  principal  payments over the next five years:

               FHLB borrowings     Promissory notes     FRB Notes      Total
               ---------------     ----------------     ---------      -----
2000               $16,468              $3,967           $8,500       $28,935
2001                 5,615                  13                          5,628
2002                 5,282                   5                          5,287
2003                 3,098                                              3,098
2004                    85                                                 85
Thereafter           8,198                                              8,198
                   -------              ------           ------       -------
                   $38,746              $3,985           $8,500       $51,231
                   =======              ======           ======       =======

     Letters of credit issued on the Bank's behalf by the FHLB to  collateralize
certain  public unit  deposits  required by law totaled  $24,000 at December 31,
1999 and $18,189 at December 31, 1998.  Various  investment  securities from the
Bank used to  collateralize  FRB notes  totaled  $9,225 at December 31, 1999 and
$6,350 at December 31,  1998.  Promissory  notes were  unsecured at December 31,
1999 and 1998.



NOTE I - INCOME TAXES

   The provision for federal income taxes consists of the following components:

                                                 1999       1998      1997
                                                 ----       ----      ----
Current tax expense                             $1,908     $2,018    $1,461
Deferred tax expense (benefit)                    (262)      (384)       15
                                                ------     ------    ------
   Total federal income taxes                   $1,646     $1,634    $1,476
                                                ======     ======    ======

     The sources of gross deferred tax assets and gross deferred tax liabilities
at December 31:
                                                           1999       1998
                                                           ----       ----
Items giving rise to deferred tax assets:
   Allowance for loan losses in excess of tax reserve     $1,334     $1,136
   Deferred compensation                                     401        270
   Unrealized loss on securities available-for-sale          307
   Other                                                      90         60

Items giving rise to deferred tax liabilities:
   Investment accretion                                      (25)       (25)
   Depreciation                                             (124)      (122)
   FHLB stock dividends                                     (333)      (237)
   Unrealized gain on securities available-for-sale                    (241)
   Lease receivables                                         (46)       (42)
   Other                                                      (8)       (13)
                                                          ------     ------
Net deferred tax asset                                    $1,596     $  786
                                                          ======     ======

     The  difference  between the financial  statement tax provision and amounts
computed  by applying  the  statutory  federal  income tax rate of 34% to income
before taxes is as follows:

                                                      1999       1998     1997
                                                      ----       ----     ----

Statutory tax                                       $2,019     $1,960    $1,788
Effect of nontaxable interest
   and dividends                                      (297)      (298)     (242)
Nondeductible interest expense                          46         46        38
Insurance contracts                                   (117)      (110)      (99)
Other items                                             (5)        36        (9)
                                                    ------     ------    ------
   Total federal income taxes                       $1,646     $1,634    $1,476
                                                    ======     ======    ======

     Taxes  attributable to gains on sale of securities totaled $108 and $150 in
1999 and 1998.



NOTE J - COMMITMENTS AND CONTINGENT LIABILITIES

   The Bank is a party to financial  instruments with off-balance  sheet risk in
the normal  course of business  to meet the  financing  needs of its  customers.
These  financial  instruments  include  commitments  to extend  credit,  standby
letters of credit and financial  guarantees.  The Bank's exposure to credit loss
in the event of  nonperformance  by the other party to the financial  instrument
for  commitments to extend credit and standby  letters of credit,  and financial
guarantees   written,   is  represented  by  the  contractual  amount  of  those
instruments.  The Bank uses the same credit  policies in making  commitments and
conditional  obligations  as it does for  instruments  recorded  on the  balance
sheet.

   Following is a summary of such commitments at December 31:

   Commitments to extend credit                  1999        1998

        Fixed rate                             $ 3,033     $ 1,379
        Variable rate                           37,721      36,611

   Standby letters of credit                     9,072       8,116

   The interest  rate on fixed rate commitments  ranged from 6.875% to 17.90% at
December 31, 1999.

   Commitments to extend  credit are  agreements  to lend  to a customer as long
as  there  is no  violation  of  any  condition  established  in  the  contract.
Commitments  generally have fixed expiration dates or other termination  clauses
and may  require  payment of a fee.  Standby  letters of credit are  conditional
commitments  issued by the Bank to guarantee the  performance of a customer to a
third party.  Since many of the commitments are expected to expire without being
drawn upon, the total  commitment  amounts do not necessarily  represent  future
cash  requirements.  The bank evaluates each customer's  credit  worthiness on a
case-by-case  basis. The amount of collateral  obtained,  if deemed necessary by
the Bank upon extension of credit, is based on management's credit evaluation of
the  counterparty.  Collateral held varies but may include accounts  receivable,
inventory,   property,  plant  and  equipment  and  income-producing  commercial
properties.
   There  are  various  contingent  liabilities  that are not  reflected  in the
financial statements,  including claims and legal action arising in the ordinary
course of business. In the opinion of management,  after consultation with legal
counsel,  the ultimate  disposition  of these  matters is not expected to have a
material effect on financial condition or results of operations.
   The bank  subsidiary of the Company is required to maintain  average  reserve
balances  with the Federal  Reserve Bank or as cash in the vault.  The amount of
those reserve  balances for the year ended December 31, 1999, was  approximately
$8,394.


NOTE K - RELATED PARTY TRANSACTIONS

   Certain  directors,  executive  officers  and  companies  in  which  they are
affiliated  were loan  customers  during  1999.  A summary of  activity on these
borrower relationships with aggregate debt greater than $60 is as follows:

Total loans at January 1, 1999        $14,346
   New loans                            1,586
   Repayments                          (2,120)
   Other changes                          645
                                      -------
Total loans at December 31, 1999      $14,457
                                      =======

   Other changes include adjustment for loans applicable to one reporting period
that are  excludable  from the other  reporting  period.  In  addition,  certain
directors,  executive  officers and companies in which they are affiliated  were
recipients  of  promissory  notes issued by the parent  company in the amount of
$3,430.



NOTE L - EMPLOYEE BENEFITS

   The Bank has a profit-sharing plan for the benefit of its employees and their
beneficiaries.  Contributions  to  the  plan  are  determined  by the  Board  of
Directors.  Contributions  charged to expense were $131, $111 and $128 for 1999,
1998 and 1997.
   The  Company  maintains  an Employee  Stock  Ownership  Plan (ESOP)  covering
substantially   all  of  its   employees.   The  Company   makes   discretionary
contributions  to the plan which are  allocated  to plan  participants  based on
relative compensation. The total number of shares held by the Plan, all of which
have been allocated to participant accounts were 178,872 and 132,017 at December
31, 1999 and 1998. In addition, the Bank made contributions to its ESOP Trust as
follows:

                                      Years ended December 31
                                  1999         1998         1997
                                  ----         ----         ----

Number of shares issued           7,500        5,450        6,500
                                  =====        =====        =====

Value of stock contributed        $249         $228         $237

Cash contributed                    12                        19
                                  ----         ----         ----

Total charged to expense          $261         $228         $256
                                  ====         ====         ====

   In December  1996,  life insurance  contracts with a cash surrender  value of
$5,210 were purchased by the Company, the owner the of policies.  The purpose of
these  contracts  was to replace a current  group  life  insurance  program  for
executive officers and implement a supplemental  retirement program in 1997. The
cost  of  providing  the  benefits  to  the  participants  of  the  supplemental
retirement  program  is  expected  to be  offset  by the  earnings  on the  life
insurance contracts.

NOTE M - OTHER COMPREHENSIVE INCOME

   Other  comprehensive  income components and related taxes for the years ended
December 31, are as follow:


                                                  1999       1998      1997
Unrealized holding gains (losses) on              ----       ----      ----
 available-for-sale securities                  $(1,548)    $ 286     $ 198

Cumulative effect of securities transferred         253

Less: Reclassification adjustment for
 gains (losses) later recognized in income          317       442
                                                -------     -----     -----
Net unrealized gain (losses)                     (1,612)     (156)      198

Tax effect                                         (548)      (53)       67
                                                -------     -----     -----
 Other comprehensive income                     $(1,064)    $(103)    $ 131
                                                =======     =====     =====



NOTE N - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

   The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:

Cash and Short-term Investments: For short-term instruments, the carrying amount
is a reasonable estimate of fair value.

Securities: For securities, fair value equals quoted market price, if available.
If a quoted market price is not available,  fair value is estimated using quoted
market prices for similar instruments.

Loans:  The fair value of fixed rate loans is  estimated by  discounting  future
cash flows  using the  current  rates at which  similar  loans  would be made to
borrowers with similar credit ratings and for the same remaining maturities. The
fair market value of commitments is not material at December 31, 1999 or 1998.

Life Insurance Cash Surrender  Value:  For life insurance cash surrender  value,
the carrying amount, is a reasonable estimate of fair value.

Deposit Liabilities:  The fair value of demand deposits,  savings accounts,  and
certain money market  deposits is the amount  payable on demand at the reporting
date.  The fair value of  fixed-maturity  certificates  of deposit is  estimated
using the rates currently offered for deposits of similar remaining maturities.

Securities  Sold Under  Agreements to Repurchase and Other Borrowed  Funds:  For
other  borrowed  funds,  rates  currently  available  to the Bank for debt  with
similar terms and  remaining  maturities  are used to estimate  fair value.  For
securities sold under  agreements to repurchase,  carrying value is a reasonable
estimate of fair value.

Accrued Interest  Receivable and Payable:  For accrued  interest  receivable and
payable, the carrying amount is a reasonable estimate of fair value.

   The estimated fair values of the Company's financial  instruments at December
31, are as follows:

                                             1999                  1998
                                             ----                  ----
                                       Carrying     Fair     Carrying    Fair
                                         Value      Value      Value     Value
                                         -----      -----      -----     -----

Financial assets:
   Cash and short-term investments     $ 19,806   $ 19,806   $ 13,512   $13,512
   Securities                            67,230     67,113     68,039    68,989
   FHLB stock                             4,150      4,150      3,585     3,585
   Loans                                406,103    410,373    342,853   348,695
   Accrued interest receivable            3,298      3,298      2,723     2,723
   Life insurance cash surrender value    7,854      7,854      7,056     7,056

Financial liabilities:
   Deposits                            (405,331)  (405,386)  (327,317) (328,516)
   Securities sold under agreements
     to repurchase                      (16,788)   (16,788)   (19,066)  (19,066)
   Other borrowed funds                 (51,231)   (50,141)   (55,743)  (55,835)
   Accrued interest payable              (4,487)    (4,487)    (3,147)   (3,147)

   Fair value estimates are made at a specific point in time,  based on relevant
market  information  and  information  about  the  financial  instrument.  These
estimates do not reflect any premium or discount that could result from offering
for sale at one time the  Company's  entire  holdings of a particular  financial
instrument.  Because no market exists for a significant portion of the Company's
financial  instruments,  fair value estimates are based on judgements  regarding
future   expected   loss   experience,   current   economic   conditions,   risk
characteristics  of various  financial  instruments , and other  factors.  These
estimates  are  subjective  in nature and involve  uncertainties  and matters of
significant judgement and therefore cannot be determined with precision. Changes
in assumptions could significantly affect the estimates.



NOTE O - REGULATORY MATTERS

   The  Company  and  subsidiary   banks  are  subject  to  regulatory   capital
requirements   administered  by  federal  banking  agencies.   Capital  adequacy
guidelines  and  prompt  corrective  action  regulations  involve   quantitative
measures of assets, liabilities,  and certain off-balance-sheet items calculated
under regulatory accounting  practices.  Capital amounts and classifications are
also subject to  qualitative  judgements by regulators  about  components,  risk
weightings,  and other factors, and the regulators can lower  classifications in
certain  cases.  Failure  to meet  various  capital  requirements  can  initiate
regulatory  action  that could have a direct  material  effect on the  financial
statements.

   The  prompt  corrective  action  regulations  provide  five  classifications,
including   well   capitalized,   adequately   capitalized,    undercapitalized,
significantly undercapitalized, and critically undercapitalized,  although these
terms are not used to  represent  overall  financial  condition.  If  adequately
capitalized,  regulatory  approval is required to accept brokered  deposits.  If
undercapitalized,  capital  distributions  are  limited,  as is asset growth and
expansion,   and  plans  for  capital  restoration  are  required.

At year-end,  consolidated  actual  capital  levels (in  thousands)  and minimum
required levels for the Company and subsidiary banks were:


                                                                                   Minimum Required
                                                                                      To Be Well
                                                               Minimum Required    Capitalized Under
                                                                  For Capital      Prompt Corrective
                                                Actual         Adequacy Purposes   Action Regulations
                                                ------         -----------------   ------------------
                                            Amount   Ratio       Amount  Ratio       Amount   Ratio
                                            ------   -----       ------  -----       ------   -----
                                                                            
1999
Total capital (to risk weighted assets)
   Consolidated                            $46,622   12.3%      $30,238   8.0%      $37,797   10.0%
   The Ohio Valley Bank Company            $39,830   11.0%      $28,953   8.0%      $36,192   10.0%
   The Jackson Savings Bank                $ 2,675   28.5%      $   750   8.0%      $   937   10.0%
Tier 1 capital (to risk weighted assets)
   Consolidated                            $41,893   11.1%      $15,119   4.0%      $22,678    6.0%
   The Ohio Valley Bank Company            $31,304    8.6%      $14,477   4.0%      $21,715    6.0%
   The Jackson Savings Bank                $ 2,558   27.3%      $   375   4.0%      $   562    6.0%
Tier 1 capital (to average assets)
   Consolidated                            $41,893    8.1%      $20,707   4.0%      $25,884    5.0%
   The Ohio Valley Bank Company            $31,304    6.3%      $19,827   4.0%      $24,783    5.0%
   The Jackson Savings Bank                $ 2,558   14.1%      $   546   3.0%      $   910    5.0%

1998
Total capital (to risk weighted assets)
   Consolidated                            $44,436   13.8%      $25,695   8.0%      $32,118   10.0%
   The Ohio Valley Bank Company            $36,930   11.9%      $24,803   8.0%      $31,004   10.0%
   The Jackson Savings Bank                $ 2,814   39.7%      $   566   8.0%      $   708   10.0%
Tier 1 capital (to risk weighted assets)
   Consolidated                            $40,421   12.6%      $12,847   4.0%      $19,271    6.0%
   The Ohio Valley Bank Company            $29,055    9.4%      $12,402   4.0%      $18,602    6.0%
   The Jackson Savings Bank                $ 2,642   37.3%      $   283   4.0%      $   425    6.0%
Tier 1 capital (to average assets)
   Consolidated                            $40,421    9.3%      $17,385   4.0%      $21,731    5.0%
   The Ohio Valley Bank Company            $29,055    7.0%      $16,627   4.0%      $20,784    5.0%
   The Jackson Savings Bank                $ 2,642   16.8%      $   471   3.0%      $   786    5.0%


   The Company and  subsidiary  banks at year-end 1999 were  categorized as well
capitalized. Management is not aware of any event or circumstances subsequent to
year-end that would change the Company's or subsidiary banks' capital structure.
   Dividends paid by the  subsidiaries are the primary source of funds available
to the Company for payment of dividends to  shareholders  and for other  working
capital needs.  The payment of dividends by the  subsidiaries  to the Company is
subject to restrictions by regulatory authorities.  These restrictions generally
limit  dividends  to the  current  and  prior two years  retained  earnings.  At
December 31, 1999, approximately $11,551 of the subsidiaries'  retained earnings
were  available  for  dividends  under  these  guidelines.  In addition to these
restrictions,  as a practical matter, dividend payments cannot reduce regulatory
capital levels below minimum  regulatory  guidelines.  These restrictions do not
presently limit the Company from paying dividends at its historical level.



NOTE P - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

   Below is condensed  financial  information  of Ohio Valley Banc Corp. In this
information,  the parent's  investment  in  subsidiaries  is stated at cost plus
equity in undistributed  earnings of the subsidiaries  since  acquisition.  This
information  should  be read in  conjunction  with  the  consolidated  financial
statements.

       CONDENSED STATEMENTS OF CONDITION                 at December 31:
Assets                                                   1999      1998
                                                         ----      ----
  Cash and cash equivalents                            $    50   $    50
  Interest-bearing balances with subsidiaries            1,060     6,804
  Investment in subsidiaries                            36,205    33,534
  Notes receivable - subsidiaries                        9,455     8,321
  Other assets                                             101        65
                                                       -------   -------
    Total assets                                       $46,871   $48,774
                                                       =======   =======

Liabilities
 Notes Payable                                         $ 3,955   $ 7,878
 Other liabilities                                         208       216
                                                       -------   -------
    Total liabilities                                    4,163     8,094
                                                       -------   -------
Shareholders' Equity
 Total shareholders' equity                             42,708    40,680
                                                       -------   -------
     Total liabilities and shareholders' equity        $46,871   $48,774
                                                       =======   =======


       CONDENSED STATEMENTS OF INCOME

                                                       Years ended December 31:
                                                        1999     1998     1997
                                                        ----     ----     ----
Income:
  Interest on deposits                                 $  102   $  107   $   48
  Interest on loans                                        12       54       70
  Interest on notes                                       502      386      287
  Other operating income                                             3
  Dividends from bank subsidiary                          425    1,000    1,000

Expenses:
  Interest on notes                                       263      196       62
  Operating expenses                                      153      181      105
                                                       ------   ------   ------
  Income before federal income taxes and equity
    in undistributed earnings of subsidiaries             625    1,173    1,238
  Income tax expense                                      (68)     (85)     (80)
  Equity in undistributed earnings of subsidiaries      3,735    3,042    2,624
                                                       ------   ------   ------
    Net Income                                         $4,292   $4,130   $3,782
                                                       ======   ======   ======



NOTE P - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (continued)

       CONDENSED STATEMENT OF CASH FLOWS

            Years ended December 31:                    1999     1998     1997
                                                        ----     ----     ----
Cash flows from operating activities:
  Net income                                           $4,292   $4,130   $3,782
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Equity in undistributed earnings of subsidiaries (3,735)  (3,042)  (2,624)
      Amortization                                                           12
      Change in other assets                              (36)   1,198   (1,256)
      Change in other liabilities                          (8)     111       56
                                                       ------   ------   ------
      Net cash provided by operating activities           513    2,397      (30)
                                                       ------   ------   ------

Cash flows from investing activities:
  Change in other short-term investments                 (948)  (4,434)    (875)
  Change in subsidiary line of credit                    (186)   1,750   (1,454)
  Change in interest-bearing deposits                   5,744   (6,562)   1,403
                                                       ------   ------   ------
    Net cash used in investing activities               4,610   (9,246)    (926)
                                                       ------   ------   ------

Cash flows from financing activities:
  Change in other short-term borrowings                (3,923)   7,003      875
  Cash dividends paid                                  (1,877)  (1,506)  (1,396)
  Cash paid in lieu of fractional shares in stock split   (15)      (7)     (11)
  Proceeds from issuance of common stock                  881    1,359    1,488
  Purchases of treasury stock                            (189)
                                                       ------   ------   ------
    Net cash used in financing activities              (5,123)   6,849      956
                                                       ------   ------   ------

Cash and cash equivalents:
  Change in cash and cash equivalents                       0        0        0
  Cash and cash equivalents at beginning of year           50       50       50
                                                       ------   ------   ------
    Cash and cash equivalents at end of year           $   50   $   50   $   50
                                                       ======   ======   ======



NOTE Q - ACQUISITION AND INTANGIBLE ASSETS

     Effective  September 24, 1999, the Bank acquired from  Huntington  National
Bank (HNB) certain assets and assumed certain deposits and other  liabilities in
accordance with a purchase and assumption agreement of the same date.
     The  acquisition was accounted for using the purchase method of accounting.
Accordingly,  the assets  acquired and  liabilities  assumed have been  recorded
based on their estimated fair market value at the date of acquisition. A summary
of assets acquired and liabilities assumed follow:


Cash                                    $   428
Premises and equipment                      885
Funds received from HNB                  18,933
Goodwill                                  1,442
                                        -------
   Total assets                         $21,688
                                        =======

Deposit liabilities                     $21,590
Accrued interest payable and
 other liabilities                           98
                                        -------
   Total liabilities                    $21,688
                                        =======

     Goodwill totaled $1,412 at December 31, 1999 and is being amortized over an
original  term of 12 years on a straight  line basis.  Amortization  expense for
goodwill totaled $30 for 1999.

     Effective  December  15,  1998  Jackson  Savings  Bank,  Jackson,  Ohio was
acquired in a business  combination  accounted for as a pooling of interests.  A
total of 74,167 shares of the Company's common stock were issued in exchange for
all of the  outstanding  shares of Jackson  and  Jackson  became a wholly  owned
subsidiary  of the Company.  The  consolidated  financial  statements  have been
restated to include the effect of Jackson for all periods presented based on the
historical  amounts  reported  by  Jackson.  The  following  is a summary of the
separate  results of  operations  of the  Company  and Jackson for the two years
ended December 31, 1998.

                             Years ended December 31:

                               1998            1997
Net interest income
 Company                     $18,988         $16,408
 Jackson                         512             528
                             -------         -------
 Combined                    $19,500         $16,936
                             =======         =======

Net income
 Company                     $ 3,788         $ 3,680
 Jackson                         342             102
                             -------         -------
 Combined                    $ 4,130         $ 3,782
                             =======         =======



SUMMARIZED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

                                          Quarters Ended

       1999                   Mar. 31    Jun. 30    Sept. 30   Dec. 31

Total interest income         $9,437     $9,890     $10,214    $10,465
Total interest expense         4,376      4,558       4,765      5,138
Net interest income            5,061      5,332       5,449      5,327
Provision for loan losses        448        557         437        861
    Net Income                 1,032      1,141       1,097      1,022

Net income per share          $  .29     $  .33     $   .31    $   .29


       1998

Total interest income         $8,181     $8,720     $ 8,981    $ 9,309
Total interest expense         3,683      3,839       4,027      4,142
Net interest income            4,498      4,881       4,954      5,167
Provision for loan losses        357        535         491        912
    Net Income                   967        994       1,004      1,165

Net income per share          $  .28     $  .28     $   .29    $   .33


       1997

Total interest income         $7,435     $7,804     $ 8,025    $ 8,189
Total interest expense         3,451      3,619       3,694      3,753
Net interest income            3,984      4,185       4,331      4,436
Provision for loan losses        300        202         266        477
    Net Income                   810        934         962      1,076

Net income per share          $  .24     $  .27     $   .28    $   .31



REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholders
Ohio Valley Banc Corp.
Gallipolis, Ohio

   We have audited the accompanying consolidated statements of condition of Ohio
Valley Banc Corp., as of December 31, 1999 and 1998 and the related consolidated
statements of income, changes in shareholders' equity and cash flows for each of
the  three  years  in the  period  ended  December  31,  1999.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

   In our  opinion,  the  consolidated  financial  statements  referred to above
present fairly, in all material respects,  the financial position of Ohio Valley
Banc Corp.  as of December  31, 1999 and 1998 and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
1999, in conformity with generally accepted accounting principles.






                                                  Crowe, Chizek and Company LLP

Columbus, Ohio
February 3, 2000



SUMMARY OF COMMON STOCK DATA

                             OHIO VALLEY BANC CORP.
                     Years ended December 31, 1999 and 1998

INFORMATION AS TO STOCK PRICES AND DIVIDENDS: The market for the common stock of
the Company is not highly active and trading has historically  been limited.  On
February  9,  1996,  the  Company's  common  stock  was  established  on  NASDAQ
securities  market under the symbol "OVBC".  Prior to this date a limited market
was created in the first quarter of 1992 through the Ohio Company.

     The following  table shows bid and ask quotations for the Company's  common
stock  during 1999 and 1998.  The range of market  price is  compiled  from data
provided by the broker based on limited  trading and have been  restated for the
25% stock  split in 1999 and the 50% stock  split in 1998.  The  quotations  are
inter-dealer prices, without retail markup, markdown, or commission, and may not
represent actual transactions.

1999              Low Bid      High Bid      Low Ask       High Ask
- ----              -------      --------      -------       --------

First Quarter     $32.80        $33.60        $33.60        $35.20
Second Quarter     31.25         34.00         32.38         36.00
Third Quarter      29.25         33.50         29.50         35.00
Fourth Quarter     31.25         35.00         32.00         35.75

1998              Low Bid      High Bid      Low Ask       High Ask
- ----              -------      --------      -------       --------

First Quarter     $18.40        $22.13        $19.20        $23.06
Second Quarter     21.86         33.60         22.40         35.20
Third Quarter      32.00         32.40         32.80         34.40
Fourth Quarter     32.00         33.40         33.25         35.60

Dividends per share      1999        1998
- -------------------      ----        ----

First Quarter            $.11        $.11
Second Quarter            .14         .11
Third Quarter             .14         .11
Fourth Quarter            .14         .11

     Shown  above is a table  which  reflects  the  dividends  paid per share as
restated  for the 25% stock split in 1999 and the 50% stock split in 1998 on the
Company's common stock.  This disclosure is based on the weighted average number
of shares  for each year and does not  indicate  the  amount  paid on the actual
shares  outstanding  at the end of each  quarter.  As of  December  31, 1999 the
number of holders of common stock was 1,766 an increase from 1,600  shareholders
at December 31, 1998.


                      MANAGEMENT'S DISCUSSION AND ANALYSIS

         The  purpose  of this  discussion  is to  provide  an  analysis  of the
Company's  financial  condition and results of operations which is not otherwise
apparent from the audited  consolidated  financial  statements  included in this
report. The accompanying consolidated financial information has been prepared by
management in conformity with generally  accepted  accounting  principles and is
consistent with that reported in the consolidated  statements.  Reference should
be made to those statements and the selected financial data presented  elsewhere
in  this  report  for an  understanding  of the  following  tables  and  related
discussion.

                             RESULTS OF OPERATIONS:

SUMMARY
         Ohio  Valley  Banc  Corp.  generated  earnings  of  $4,292  for 1999 an
increase of 3.9% from 1998. Net income was up 9.2% in 1998. Net income per share
of $1.22 for 1999  represented  continued growth from $1.18 in 1998 and $1.10 in
1997.  Asset  growth for 1999 was  $74,609 or 16.7%  which grew total  assets to
$522,057.  The  Company's  return  on  assets  (ROA)  declined  to .88% for 1999
compared to 1998's ROA of 1.01% and 1997's ROA of 1.02%.  Return on equity (ROE)
was 10.29% for 1999 compared to 10.69% for 1998 and 10.98% for 1997. The average
of the bid and ask price for the  Company's  stock was $33.625 at  December  31,
1999 compared to $33.20 at year-end 1998 and $19.46 at year-end 1997.

NET INTEREST INCOME
         The most  significant  portion of the Company's  revenue,  net interest
income,  results from properly  managing the spread between  interest  income on
earning  assets  and  interest  expense  on the  liabilities  used to fund those
assets.  Net interest  income is affected by changes in both the average  volume
and mix of the  balance  sheet and the  level of  interest  rates for  financial
instruments.  Changes in net interest income are measured by net interest margin
and net interest spread. Net interest margin is expressed as net interest income
divided  by  average   interest-earning  assets.  Net  interest  spread  is  the
difference between the average yield earned on  interest-earning  assets and the
average rate paid on interest-bearing liabilities. Both of these are reported on
a taxable  equivalent  basis.  Net interest  margin is greater than net interest
spread  due to the  interest  earned  on  interest-earning  assets  funded  from
noninterest bearing funding sources, primarily demand deposits and stockholders'
equity.  Following  is a  discussion  of  changes  in  interest-earning  assets,
interest-bearing  liabilities  and the associated  impact on interest income and
interest  expense for the three years ending December 31, 1999.  Tables I and II
have been  prepared  to  summarize  the  significant  changes  outlined  in this
analysis.

         Net interest  income on a fully tax equivalent  basis (FTE) grew $1,664
in 1999,  an increase of 8.4% over the  $19,882  earned in 1998.  The growth was
primarily  attributable  to an increase in earning  assets  which was  partially
offset by  decline  in net  interest  margin.  For  1998,  net  interest  income
increased  15.3%  over  1997.  The  growth in net  interest  income for 1998 was
attributable to a higher level of interest-earning assets combined with a higher
net interest margin.

         For 1999, average earning assets grew by 19.5% as compared to growth of
10.1% in 1998.  Driving  the growth in earning  assets was the growth in average
loan  balances.  Average  total  loans  expanded  $76,961 or 25.2% from 1998 and
represented  83.4% of earning  assets.  This  compares to average loan growth of
12.5%  for 1998 and  loans  representing  79.6% of  earning  assets.  Management
focuses on generating loan growth as this portion of earning assets provides the
greatest return to the Company.  Although loans comprise a larger  percentage of
earning assets,  management is comfortable with the current level of loans based
on  collateral  values,  the  balance of the  allowance  for loan losses and the
Company's  well-capitalized  status.  Average securities  declined from 19.9% of
earning assets for 1997 to 15.9% in 1999.  Management  maintains securities at a
dollar level  adequate  enough to provide  ample  liquidity  and cover  pledging
requirements.

         Average  interest-bearing  liabilities increased 22.1% between 1998 and
1999  and   increased   9.1%  between  1997  and  1998.   The   composition   of
interest-bearing  liabilities  for 1999 has  continued  to shift  away from time
deposits  which  represented  53.7%  of  interest-bearing  liabilities  in  1999
compared to 58.7% in 1998 and 64.5% in 1997.  More  emphasis  has been placed on
other  borrowed  funds  and NOW  accounts.  Borrowed  funds  comprised  12.8% of
interest-bearing liabilities for 1999 up from 8.3% in 1998 and 5.1% in 1997. The
use of borrowed funds has been a cost-effective funding source for the Company's
positive  loan  growth.  The average  cost of  borrowed  funds for 1999 is 5.39%
compared to time  deposits  average  cost of 5.50%.  The average  balance of NOW
accounts   increased   $29,953  from  1998  to  1999  and   comprise   16.7%  of
interest-bearing  liabilities  as  compared  to 11.2% in 1998 and 10.7% in 1997.
Although  these  balances  were  influenced  by more  aggressive  pricing on NOW
accounts, the average cost was less than traditional time deposits.

         The net interest  margin  declined  .48% to 4.70% in 1999 from 5.18% in
1998.  This  follows  a .23%  increase  in the  net  interest  margin  in  1998.
Contributing  to the decline in net interest  margin in 1999 was the decrease in
the net interest  spread of .37%.  The yield on earning  assets  decreased  .46%
compared to funding costs decreasing .09%. The yield on interest-earning  assets
declined due to the return on average loans declining .72% from 1998 in relation
to lower interest rates and competition. This was partially offset by the higher
relative  balances in loans.  Total funding  costs  decreased in relation to the
cost of time deposits declining .23% and the balance of time deposits comprising

a smaller percentage of interest-bearing liabilities.  Additionally, the cost of
NOW accounts  increased .42% and the cost of other borrowed money declined .26%.
The impact of interest free funds on the net interest margin decreased from .76%
in 1998 to .65% in 1999.  Contributing to the decline was the slower growth rate
in demand deposits and capital versus the exceptional growth in interest-bearing
liabilities.  The .11%  decrease in the  contribution  of interest  free funding
sources  combined with the .37% decrease in the net interest  spread yielded the
 .48%  decrease in the net  interest  margin.  The 1998  increase in net interest
margin was due to a .20% gain in net interest  spread with asset  yields  rising
 .16% versus funding costs  decreasing  .04%. The gain in net interest spread was
complemented by an increase of .03% from interest free funding sources.

OTHER INCOME AND EXPENSE
         Total other income,  excluding  securities gains and losses,  increased
$497 a 21.4% gain over 1998. Total other income increased 24.6% in 1998. Driving
the Company's  growth in  noninterest  income was the increase in service charge
income from the increase in the deposit base from  continued  expansion into new
markets.  Service  charges on deposit  accounts were up $268 in 1999 and $181 in
1998.  Additionally,  other operating  income  increased $216 over 1998 and $257
over 1997 with gains in fee income  from  debit and  credit  card  transactions,
commissions earned from loan insurance sales and loan service fees.

         Total  other  expense  increased  $1,859 or 13.1% in 1999 and $1,908 or
15.5% in 1998.  The most  significant  expense  in this  category  is salary and
employee benefits.  Through new branch openings and acquisitions,  the number of
full-time  equivalent  employees  increased  from 222 at year-end 1997 to 270 at
year-end 1999. Salary and employee benefits  increased $1,101 or 13.6% from 1998
to 1999 and increased $777 or 10.6% from 1997 to 1998.  Associated  with the new
offices  was an increase  in  occupancy  expense  and  furniture  and  equipment
expense. Increased costs are related to depreciation,  rental property costs and
utilities.  The increase in other operating expenses was related to advertising,
computer  software  depreciation,  conversion  expenses from the purchase of the
Huntington branches,  merger related expenses associated with the acquisition of
Jackson Savings and general inflationary increases.

YEAR 2000
         The Company is pleased to announce that it did not experience any "Y2K"
related problems at the turn of the century, nor does it anticipate any problems
developing  during the year 2000.  During 1997, the Company began  preparing for
"Y2K" by performing thorough inventories of all its computer equipment,  related
software  and  technology,  as well as preparing a  contingency  plan for "Y2K."
During 1998 and 1999, the Company  continued its preparation by testing software
and processing systems for the year 2000. No problems were found. As a result of
this extensive  preparation and planning,  the Company was well prepared for any
"Y2K" related  problems and did not experience any losses.  Excluding  personnel
costs, the Company incurred approximately $40 in expense to prepare for the year
2000.

FINANCIAL CONDITION:

SECURITIES
         The  second   largest   component  of  earning  assets  is  securities.
Management's goal in structuring the portfolio is to maintain a prudent level of
liquidity while providing an acceptable rate of return without sacrificing asset
quality.  Maturing securities have historically  provided  sufficient  liquidity
such that management has not sold a debt security in several years.

         The  portfolio  consists  primarily  of U.S.  Treasury  notes  and U.S.
Government agency bonds which comprise approximately 69% of total securities. As
a result,  the  portfolio's  exposure to credit risk is  minimal.  The  weighted
average FTE yield on debt  securities  at year-end 1999 was 6.42% as compared to
6.52%  at  year-end  1998.  Given  current  reinvestment  rates,  the  yield  on
securities  should  remain  level in 2000.  Table III  provides a summary of the
portfolio by category and remaining contractual  maturity.  Issues classified as
equity  securities  have no stated  maturity  date and are not included in Table
III.


LOANS
         In 1999, total loans increased $64,028 or 18.4% to reach $411,158.  The
largest contributor was residential mortgage loans which experienced  tremendous
growth of $37,975 or 23.2% driven by low interest  rates and newer market areas.
Over half of this  growth  occurred  in the newer  markets of Pike and  Franklin
counties in Ohio as well as Mason county in West Virginia. The Company generally
originates  real estate loans for its own portfolio,  as very few loans are sold
on the  secondary  market.  Commercial  loans  increased  $23,469  or 24.4% with
approximately  one-third of this increase coming from loan  originations  within
the West  Virginia  market area.  Furthermore,  the newer markets in Jackson and
Meigs counties of Ohio contributed another one-third of this increase.  Consumer
loans grew $3,278 representing a 3.8% gain. A portion of the consumer loans were
originated through indirect lending, primarily from area automobile dealers, and
are subject to the same underwriting as our regular loans. Tables V, VI, and VII
have been provided to enhance the  understanding  of the loan  portfolio and the
allowance for potential  loan losses.  Management  evaluates the adequacy of the
allowance for loan losses quarterly based on several factors including,  but not
limited to, general economic conditions, loan portfolio composition,  prior loan
loss experience,  and management's estimate of probable losses. Actual losses on
loans  are  reflected  as  reductions  in the  reserve  and are  referred  to as
charge-offs.  The amount of the provision  for loan losses  charged to operating
expenses is the amount  necessary,  in  management's  opinion,  to maintain  the
allowance  for loan  losses at an  adequate  level.  The  allowance  required is
primarily a function of the relative quality of the loans in the loan portfolio,
the mix of loans in the portfolio and the rate of growth of outstanding loans.

         The ratio of net  charge-offs  to average  total loans at December  31,
1999 was .40% down from .46% at December 31, 1998 due mostly to declining losses
in the  consumer  loan  area.  Net  charge-offs  in both  the  real  estate  and
commercial  loan areas were  relatively low, which represent the overall quality
of these  segments of the loan  portfolio.  Nonperforming  loans,  which include
nonaccrual  loans and accruing  loans past due 90 days or more,  are returned to
performing  status  when  the  loan is  brought  current  and has  performed  in
accordance with contractual terms. Nonperforming loans were approximately $6,664
or 1.62% of outstanding balances at December 31, 1999 compared to $3,087 or .89%
of outstanding  balances at the end of 1998.  Approximately 54% of this increase
was attributed to two large commercial lines.  Near the end of 1999,  management
wrote down one of the two lines by $331.  At this time,  management  believes it
has taken the necessary steps to reduce the risks associated with these lines.

         For 1999,  provision  expense  was up  slightly  by $8  compared to the
provision  expense for 1998.  This  minimal  increase in  provision  expense was
largely due to the increases in real estate  mortgages for 1999 which  typically
represent  relatively  lower  risk  loans due to higher,  more  stable  value of
collateral  and therefore  require a lower  allocation of the allowance for loan
losses.  As a  percentage  of total  loans,  the  allowance  for loan  losses at
December  31,  1999  was  1.23%,   unchanged  from  December  31,  1998.   While
nonperforming  loan balances have increased  from December 31, 1998,  management
believes the  allowance is adequate to absorb  inherent  losses in the portfolio
based on collateral  values as well as a higher  relative  volume of real estate
mortgages.  Management  anticipates  that it will  continue its provision to the
allowance for loan losses at its current level for the foreseeable  future based
on the current status of nonperforming loans.

DEPOSITS
         Interest-earning  assets are funded  primarily  by core  deposits.  The
accompanying table IV shows the composition of total deposits as of December 31,
1999. Total deposits grew $78,014 or 23.8% to reach $405,331 by year-end 1999. A
contributing  factor to this  increase  was the  purchase  of two West  Virginia
branches  in the third  quarter  of 1999 that  allowed  the  Company  to acquire
$21,590 in total  deposits.  Leading the growth in deposits was  certificates of
deposits with an increase of $57,839 which helped to fund loan growth as well as
reduce borrowed funds.  NOW accounts also  contributed to deposit growth with an
increase of $27,256.  The Company's  new Gold Club  product,  which offers a NOW
account  combined with other banking  benefits,  led to this increase.  This new
product  also  contributed  to the $7,684  decrease  in money  market  accounts.
Additionally, noninterest-bearing deposits increased $483. With the expansion in
new and current  markets,  management  expects  continued  growth in deposits in
2000.

FUNDS BORROWED
         In addition to traditional  deposits,  the Company  considers  borrowed
funds when evaluating funding sources. Other funds borrowed consist primarily of
Federal Home Loan Bank (FHLB)  advances,  securities  sold under  agreements  to
repurchase,  and  promissory  notes.  FHLB  advances  are subject to  collateral
agreements  and are secured by qualifying  first  mortgage loans and FHLB stock.
Management  has  utilized  FHLB  advances to fund  long-term  assets and to fund
short-term  liquidity  needs. At December 31, 1999, the balance of FHLB advances
totaled  $38,746  compared to $47,714 at December 31, 1998. FHLB borrowings have
two distinct advantages: they can be less expensive than deposits for comparable
terms and they are not subject to early redemption.  Management will continue to
evaluate borrowings from the FHLB as an alternative  funding source.  Promissory
notes are  primarily  associated  with  funding  loans at Loan  Central and were
issued with terms of one year or less.

CAPITAL RESOURCES
         The  Company   maintains  a  capital  level  that  exceeds   regulatory
requirements  as a  margin  of  safety  for  its  depositors  and  shareholders.
Shareholders'  equity totaled $42,708 at December 31, 1999,  compared to $40,680
at December 31, 1998, which represents growth of 5.0%. All of the capital ratios
exceeded the regulatory  minimum  guidelines as identified in Note O "Regulatory
Matters".

         Cash dividends paid of $1,877 for 1999 represents a 22.4% increase over
the cash  dividends paid during 1998. The increase in cash dividends paid is due
to the  additional  shares  outstanding  during 1999 which were not  outstanding
during 1998 and an increase in dividends paid per share.

         The Company maintains a dividend  reinvestment and stock purchase plan.
The plan allows  shareholders to purchase  additional shares of company stock. A
benefit of the plan is to permit the  shareholders to reinvest cash dividends as
well as make  supplemental  purchases  without  the usual  payment of  brokerage
commissions.  During 1999,  the Company  issued 16,756 shares under the dividend
reinvestment and stock purchase plan. At December 31, 1999, approximately 73% of
the shareholders were enrolled in the dividend reinvestment plan. Members of the
plan invested $632 in 1999 which represents 34% of year-to-date  dividends paid.
As part of the  Company's  stock  repurchase  program,  management  was  able to
utilize  reinvested  dividends and voluntary cash to purchase shares on the open
market and redistribute them through the dividend reinvestment plan.

LIQUIDITY AND INTEREST RATE SENSITIVITY
         The  Company's  goal for interest  rate  sensitivity  management  is to
maintain a balance  between  steady  net  interest  income  growth and the risks
associated  with interest rate  fluctuations.  Interest rate risk ("IRR") is the
exposure of the Company's  financial  condition to adverse movements in interest
rates.  Accepting  this risk can be an important  source of  profitability,  but
excessive levels of IRR can threaten the Company's  earnings and capital.  It is
management's  policy  not to  position  the  balance  sheet so as to expose  the
Company  to levels  of  interest  rate risk  which  could  significantly  impair
earnings performance or endanger capital.

         The  Company's  asset  and  liability   committee   monitors  the  rate
sensitivity  of the balance sheet weekly through  parameters  established by the
Board of Directors. The committee uses an interest rate sensitivity gap analysis
prepared  quarterly  to  monitor  the  relationship  between  the  maturity  and
repricing  of its  interest-earning  assets  and  interest-bearing  liabilities.
Interest rate sensitivity gap is defined as the difference between the amount of
interest-earning  assets and interest-bearing  liabilities maturing or repricing
within a specified time period.  A gap position is considered  positive when the
amount of interest  sensitive  assets  exceed the amount of  interest  sensitive
liabilities,  and is  considered  negative  when the amount  interest  sensitive
liabilities exceed the amount of interest sensitive assets. Generally,  during a
period of rising  interest  rates,  a negative  gap would  adversely  affect net
interest  income,  while a  positive  gap  would  result in an  increase  in net
interest  income.  Conversely,  during a period of  falling  interest  rates,  a
negative  gap would  result  in an  increase  in net  interest  income,  while a
positive gap would negatively affect net interest income.  This analysis assumes
that  interest  rate changes for  interest-earning  assets and  interest-bearing
liabilities are of the same magnitude and velocity, whereas actual interest rate
changes generally differ in magnitude and velocity.  Based on the gap model, the
Company  was  liability  sensitive  in the short  term and asset  sensitive  for
periods over five years.

         The  Company's  exposure to  interest  rate risk is  primarily  managed
through  the   selection   of  the  type  and   repricing   characteristics   of
interest-earning  assets  and  interest-bearing   liabilities.   Management  can
influence  the  Company's  gap  position  by  offering  fixed or  variable  rate
products, by changing the terms of new loans,  investments and time deposits, or
by selling  existing  assets or  repaying  certain  liabilities.  The  Company's
ability to manage its gap position  can be  challenged  by customer  preferences
which  may  not  meet  the  Company's   goals.   The  FHLB  assists  in  funding
interest-earning   assets  by  providing   advances   with   similar   repricing
characteristics as many of the loans offered by the Company.

         Table  VIII  provides   information   about  the  Company's   financial
instruments  that are sensitive to changes in interest rates. The table presents
repricing  opportunities  strictly by maturity date without regard for repricing
dates for variable rate products.  Noninterest-bearing  checking deposits assume
an annual decay rate of 13% and savings and  interest-bearing  checking accounts
assume an annual decay rate of 20% based on the Company's historical experience.
A  fundamental  difference  between  the  table  and  the gap  model  previously
discussed is that the table presents  financial  intruments based on the date of
expected cash flows while gap analysis only focuses on repricing characteristics
of financial instruments.

         Liquidity  management  should  focus on matching  the cash  inflows and
outflows within the Company's  natural market for loans and deposits.  This goal
is accomplished by maintaining sufficient asset liquidity along with stable core
deposits.  The primary sources of liquidity are  interest-bearing  balances with
banks,  federal  funds sold and the maturity and  repayment of  investments  and
loans as well as cash flows provided from operations. The Company has classified
$55,371 in  securities  as available for sale at December 31, 1999. In addition,
the  Federal  Home Loan Bank in  Cincinnati  offers  advances  to the Bank which
further enhances the Bank's ability to meet liquidity demands. The Bank also has
the ability to purchase federal funds from several of its  correspondent  banks.
Management  does not rely on any single  source of  liquidity  and  monitors the
level of  liquidity  based on many factors  affecting  the  Company's  financial
condition. See statement of cash flows.

INFLATION
         Consolidated  financial  data  included  herein  has been  prepared  in
accordance with generally accepted accounting principles (GAAP). Presently, GAAP
requires  the Company to measure  financial  position and  operating  results in
terms of historical dollars with the exception of securities available-for-sale,
which are carried at fair value.  Changes in the relative  value of money due to
inflation or deflation are generally not considered.

         In management's opinion, changes in interest rates affect the financial
institution  to a far greater degree than changes in the inflation  rate.  While
interest rates are greatly  influenced by changes in the inflation rate, they do
not  change at the same rate or in the same  magnitude  as the  inflation  rate.
Rather,  interest  rate  volatility  is based on changes in the expected rate of
inflation,  as well as monetary and fiscal policies.  A financial  institution's
ability to be  relatively  unaffected  by changes  in  interest  rates is a good
indicator of its capability to perform in today's volatile economic environment.
The Company seeks to insulate  itself from interest rate  volatility by ensuring
that rate sensitive assets and rate sensitive  liabilities respond to changes in
interest rates in a similar time frame and to a similar degree.

FORWARD LOOKING STATEMENTS
         Except for the historical  statements and discussions contained herein,
statements  contained in this report  constitute  "forward  looking  statements"
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the  Securities  Act  of  1934  and as  defined  in  the  Private  Securities
Litigation  Reform  Act of 1995.  Such  statements  are often,  but not  always,
identified by the use of such words as "believes," "anticipates," "expects," and
similar  expressions.  Such statements  involve various  important  assumptions,
risks,  uncertainties,  and other factors, many of which are beyond our control,
that could cause actual  results to differ  materially  from those  expressed in
such forward looking statements.  These factors include, but are not limited to:
changes  in  political,  economic  or other  factors  such as  inflation  rates,
recessionary or expansive trends, and taxes; competitive pressures; fluctuations
in interest  rates;  the level of defaults and  prepayment  on loans made by the
Company; unanticipated litigation,  claims, or assessments;  fluctuations in the
cost of  obtaining  funds to make loans;  and  regulatory  changes.  Readers are
cautioned not to place undue reliance on such forward looking statements,  which
speak only as of the date  hereof.  The Company  undertakes  no  obligation  and
disclaims  any  intention  to  republish  revised  or  updated  forward  looking
statements, whether as a result of new information,  unanticipated future events
or otherwise.


CONSOLIDATED AVERAGE BALANCE SHEET & ANALYSIS OF NET INTEREST INCOME


Table I
                                                                        December 31
                                   ------------------------------------------------------------------------------------
                                              1999                         1998                         1997
(dollars in thousands)             --------------------------   --------------------------   --------------------------
                                   Average    Income/  Yield/   Average    Income/  Yield/   Average    Income/  Yield/
                                   Balance    Expense   Rate    Balance    Expense   Rate    Balance    Expense   Rate
                                   -------    -------   ----    -------    -------   ----    -------    -------   ----
                                                                                       
ASSETS
- ------
Interest-earning assets:
  Interest-bearing balances        $    781   $    30   3.87%   $  3,079   $   176   5.71%   $  3,835   $   194   5.06%
    with banks
  Federal funds sold                  2,485       121   4.87       3,910       214   5.47       3,728       202   5.40
  Securities:
    Taxable                          56,153     3,490   6.21      55,092     3,457   6.27      56,768     3,564   6.28
    Tax exempt                       16,849     1,183   7.02      16,307     1,136   6.97      12,700       911   7.17
  Loans                             382,353    35,559   9.30     305,392    30,590  10.02     271,535    26,897   9.91
                                   --------   -------  -----    --------   -------  -----    --------   -------  -----
    Total interest-
      earning assets                458,621    40,383   8.81%    383,780    35,573   9.27%    348,566    31,768   9.11%

Noninterest-earning assets:
  Cash and due from banks            13,146                        9,268                        7,968
  Other nonearning assets            21,517                       19,065                       16,322
  Allowance for loan losses          (4,652)                      (3,631)                      (3,304)
                                   --------                     --------                     --------
    Total noninterest-
      earning assets                 30,011                       24,702                       20,986

        Total assets               $488,632                     $408,482                     $369,552
                                   ========                     ========                     ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
  NOW accounts                     $ 66,105     2,514   3.80%   $ 36,152     1,222   3.38%   $ 31,568     1,048   3.32%
  Savings and Money Market           52,628     1,426   2.71      52,671     1,381   2.62      47,216     1,181   2.50
  Time deposits                     212,091    11,662   5.50     189,955    10,886   5.73     191,317    10,934   5.72
  Repurchase agreements              13,961       510   3.65      18,148       685   3.77      11,352       435   3.83
  Other borrowed money               50,539     2,725   5.39      26,832     1,517   5.65      15,182       919   6.05
                                   --------   -------  -----    --------   -------  -----    --------   -------  -----
    Total interest-
      bearing liabilities           395,324    18,837   4.76%    323,758    15,691   4.85%    296,635    14,517   4.89%

Noninterest-bearing liabilities:
  Demand deposit accounts            45,226                       40,715                       34,195
  Other liabilities                   6,352                        5,370                        4,273
                                   --------                     --------                       ------
    Total noninterest-
      bearing liabilities            51,578                       46,085                       38,468

  Shareholders' equity               41,730                       38,639                       34,449
                                   --------                     --------                     --------
    Total liabilities and
      shareholders' equity         $488,632                     $408,482                     $369,552
                                   ========                     ========                     ========

Net interest earnings                         $21,546                      $19,882                      $17,251
                                              =======                      =======                      =======
Net interest earnings as a percent
  of interest-earning assets                            4.70%                        5.18%                        4.95%
                                                       -----                        -----                        -----
Net interest rate spread                                4.05%                        4.42%                        4.22%
                                                       -----                        -----                        -----
Average interest-bearing liabilities
  to average earning assets                            86.20%                       84.36%                       85.10%
                                                       =====                        =====                        =====


Fully taxable  equivalent yields are calculated  assuming a 34% tax rate, net of
nondeductible  interest  expense.  Average  balances  are computed on an average
daily basis. The average balance for available-for-sale  securities includes the
market  value  adjustment.  However,  the  calculated  yield  is  based  on  the
securities'  amortized cost.  Average loan balances include  nonaccruing  loans.
Loan income includes cash received on nonaccruing loans.


RATE VOLUME ANALYSIS OF CHANGES IN INTEREST INCOME & EXPENSE


Table II
                                                 1999                                   1998
                                      -----------------------------          ----------------------------
(dollars in thousands)                     Increase (Decrease)                    Increase (Decrease)
                                        From Previous Year Due to              From Previous Year Due to
                                      -----------------------------          ----------------------------
                                      Volume    Yield/Rate    Total          Volume   Yield/Rate    Total
                                      ------    ----------    -----          ------   ----------    -----
                                                                                
INTEREST INCOME
- ---------------
Interest-bearing balances
  with banks                        $  (102)    $    (44)   $  (146)        $   (41)  $     23    $   (18)
Federal funds sold                      (71)         (22)       (93)             10          2         12
Securities:
  Taxable                                66          (33)        33            (105)        (2)      (107)
  Tax exempt                             39            8         47             251        (26)       225
Loans                                 7,279       (2,310)     4,969           3,389        304      3,693
                                    -------      -------    -------         -------    -------    -------
    Total interest income             7,211       (2,401)     4,810           3,504        301      3,805

INTEREST EXPENSE
- ----------------
NOW accounts                          1,122          170      1,292             155         19        174
Savings and Money Market                 (1)          46         45             141         59        200
Time deposits                         1,231         (455)       776             (79)        31        (48)
Repurchase agreements                  (153)         (22)      (175)            257         (7)       250
Other borrowed money                  1,281          (73)     1,208             662        (64)       598
                                    -------      -------    -------         -------    -------    -------
    Total interest expense            3,480         (334)     3,146           1,136         38      1,174
                                    -------      -------    -------         -------    -------    -------
Net interest earnings               $ 3,731      $(2,067)   $ 1,664         $ 2,368    $   263    $ 2,631
                                    =======      =======    =======         =======    =======    =======


The change in interest due to both volume and rate has been  allocated to volume
and rate  changes in  proportion  to the  relationship  of the  absolute  dollar
amounts of the change in each. Fully taxable  equivalent yield assumes a 34% tax
rate, net of related nondeductible interest expense.


SECURITIES


Table III
                                                                      MATURING
                                   ---------------------------------------------------------------------------
As of December 31, 1999                Within           After One but       After Five but
(dollars in thousands)                One Year        Within Five Years    Within Ten Years    After Ten Years
                                      --------        -----------------    ----------------    ---------------
                                   Amount    Yield     Amount    Yield      Amount   Yield      Amount   Yield
                                   ------    -----     ------    -----      ------   -----      ------   -----
                                                                                 
U.S. Treasury securities          $ 5,005    6.31%    $ 2,505    6.42%
Obligations of U.S. Government
  agency securities                 1,519    6.01%     40,003    6.07%
Obligations of states and
  political subdivisions            2,389    7.25%      7,486    7.67%      $3,460    7.62%      $2,355   7.12%
Mortgage-backed securities                                  7    8.00%         732    5.95%       1,769   5.65%
                                  -------    ----     -------    ----       ------    ----       ------   ----
    Total debt securiities        $ 8,913    6.51%    $50,001    6.32%      $4,192    7.33%      $4,124   6.47%
                                  =======    ====     =======    ====       ======    ====       ======   ====


Tax equivalent  adjustments have been made in calculating  yields on obligations
of states and political  subdivisions using a 34% rate.  Weighted average yields
are  calculated on the basis of the cost and effective  yields  weighted for the
scheduled  maturity of each  security.  Mortgage-backed  securities,  which have
prepayment  provisions,  are assigned to a maturity  based on estimated  average
lives.  Securities are shown at their  carrying  values which include the market
value adustments for available-for-sale securities.

DEPOSITS

Table IV                                     as of December 31

(dollars in thousands)
                                     1999           1998           1997
                                     ----           ----           ----
Interest-bearing deposits:
  NOW accounts                     $ 74,447       $ 47,190       $ 29,439
  Money Market                       12,419         20,103         15,455
  Savings accounts                   29,676         33,624         33,453
  IRA accounts                       34,938         30,870         28,102
  Certificates of Deposit           207,407        149,569        162,488
                                   --------       --------       --------
                                    358,887        281,356        268,937
Noninterest-bearing deposits:
  Demand deposits                    46,444         45,961         37,100
                                   --------       --------       --------
    Total deposits                 $405,331       $327,317       $306,037
                                   ========       ========       ========


ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

Table V                                        Years Ended December 31
(dollars in thousands)                 1999     1998     1997     1996     1995
- ----------------------                 ----     ----     ----     ----     ----

Commercial loans                      $1,278   $1,132   $  879   $  887   $  328
 Percentage of loans to total loans   29.33%   28.18%   28.79%   29.08%   20.06%

Real estate loans                        270      264      218      338      328
 Percentage of loans to total loans   49.04%   47.14%   43.07%   42.56%   50.49%

Consumer loans                         1,444    1,360      949      799      597
 Percentage of loans to total loans   21.63%   24.68%   28.14%   28.36%   29.45%

Unallocated                            2,063    1,521    1,344    1,156    1,228
                                     -------  -------  -------  -------  -------
Allowance for Loan Losses             $5,055   $4,277   $3,390   $3,180   $2,481
                                     =======  =======  =======  =======  =======
                                     100.00%  100.00%  100.00%  100.00%  100.00%
                                     =======  =======  =======  =======  =======
Ratio of net charge-offs
 to average loans                       .40%     .46%     .38%     .25%     .19%
                                     =======  =======  =======  =======  =======

The above allocation is based on estimates and subjective  judgements and is not
necessarily  indicative  of the  specific  amounts or loan  categories  in which
losses may ultimately occur.

SUMMARY OF NONPERFORMING AND PAST DUE LOANS

Table VI
(dollars in thousands)                 1999     1998     1997     1996     1995
- ----------------------                 ----     ----     ----     ----     ----
Impaired loans                        $1,413   $  624   $  430   $  449   $  579
Past due-90 days or more and
  still accruing                       3,711    2,106    3,607    2,707   $2,785
Nonaccrual                             2,953      981    1,019      737      963
Accruing loans past due 90
  days or more to total loans           .90%     .61%    1.29%    1.02%    1.23%
Nonaccrual loans as a % of
  total loans                           .72%     .28%     .36%     .28%     .42%
Impaired loans as a % of total loans    .34%     .18%     .15%     .17%     .25%
Allowance for loans losses as a
  % of total loans                     1.23%    1.23%    1.21%    1.20%    1.09%

   Management  believes that the impaired loan disclosures are comparable to the
nonperforming  loan disclosures except that the impaired loan disclosures do not
include  single family  residential  or consumer loans which are analyzed in the
aggregate for loan impairment purposes.
   During 1999,  the Company did not recognize  any interest  income on impaired
loans.  Loans not included above that management feels have loss potential total
approximately  $600.  The  Company  has no  assets  which are  considered  to be
troubled debt restructurings.
   Management  formally  considers  placing  a loan on  nonaccrual  status  when
collection  of principal or interest has become  doubtful.  Furthermore,  a loan
should not be  returned  to the  accrual  status  unless  either all  delinquent
principal or interest has been brought  current or the loan becomes well secured
and is in the process of collection.

MATURITY AND REPRICING DATA OF LOANS


Table VII

As of December 31, 1999                             Maturing/Repricing
(dollars in thousands)
                               Within       After One but
                              One Year    Within Five Years   After Five Years     Total
                              --------    -----------------   ----------------     -----
                                                                     
Commercial loans and other    $ 65,921         $ 8,575           $ 46,095        $120,591
Real estate loans               54,081          15,712            131,832         201,625
Consumer loans                  22,768          56,245              9,929          88,942
                              --------         -------           --------        --------
  Total loans                 $142,770         $80,532           $187,856        $411,158
                              ========         =======           ========        ========


Loans maturing or repricing after one year with:
   Variable interest rates    $ 25,882
   Fixed interest rates        242,506
                              --------
   Total                      $268,388
                              ========


RATE SENSITIVITY ANALYSIS


Table VIII
(dollars in thousands)

As of December 31, 1999                                 Principal Amount Maturing in:
                                                                                          There-           Fair Value
                                         2000      2001      2002      2003      2004     after    Total    12/31/99
                                                                                    
Rate-Sensitive Assets:
Fixed interest rate loans             $  8,878  $  8,584  $ 17,232  $ 18,867  $ 19,707  $181,722  $254,990  $260,319
Average interest rate                    9.77%    12.02%    11.73%    10.79%     9.65%     8.01%     8.79%

Variable interest rate loans          $ 43,495  $  3,626  $  4,003  $  3,020  $  7,082  $ 94,942  $156,168  $155,109
Average interest rate                   10.05%    10.51%     9.32%     8.65%     8.90%     7.81%     8.60%

Fixed interest rate securities        $  8,904  $ 10,285  $ 11,336  $ 19,475  $  9,693  $ 12,591  $ 72,284  $ 71,263
Average interest rate                    6.52%     6.40%     6.24%     6.19%     6.60%     6.94%     6.45%

Other interest-bearing assets         $    806                                                    $    806  $    806
Average interest rate                    2.48%                                                       2.48%

Rate-Sensitive Liabilities:
Noninterest-bearing checking          $  6,224  $  5,390  $  4,667  $  4,042  $  3,500  $ 22,621  $ 46,444  $ 46,444

Savings & Interest-bearing checking   $ 18,106  $ 15,010  $ 12,496  $ 10,444  $  8,763  $ 51,723  $116,542  $116,542
Average interest rate                    3.20%     3.26%     3.32%     3.38%     3.43%     3.72%     3.49%

Time deposits                         $178,213  $ 40,781  $ 10,412  $ 10,663  $    937  $  1,339  $242,345  $242,400
Average interest rate                    5.48%     5.60%     5.89%     6.02%     5.56%     7.29%     5.55%

Fixed interest rate borrowings        $ 16,878  $  4,365  $  5,282  $  3,098  $     85  $  8,198  $ 37,906  $ 36,816
Average interest rate                    5.40%     5.56%     5.42%     5.71%     5.85%     5.41%     5.45%

Variable interest rate borrowings     $ 30,113                                                    $ 30,113  $ 30,113
Average interest rate                    4.89%                                                       4.89%




KEY RATIOS

Table IX
                               1999     1998     1997     1996     1995
                               ----     ----     ----     ----     ----
Return on average assets        .88%    1.01%    1.02%     .98%     .88%
Return on average equity      10.29%   10.69%   10.98%   10.82%   10.53%
Dividend payout ratio         43.73%   37.13%   37.81%   39.53%   41.59%
Average equity to
  average assets               8.54%    9.46%    9.32%    9.04%    8.33%