UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                            For the quarterly period
                                     ended:
                                 MARCH 31, 2001


                         Commission file number: 0-20914

                             Ohio Valley Banc Corp
                             ----------------------
             (Exact name of Registrant as specified in its charter)

                                      Ohio
         (State or other jurisdiction of incorporation or organization)

                                   31-1359191
                                   ----------
                     (I.R.S. Employer Identification Number)

                    420 Third Avenue. Gallipolis, Ohio 45631
                    ----------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (740) 446-2631


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                                                   X Yes
                                                                     No

Indicate the number of shares outstanding of the issuers classes of common
stock, as of the latest practicable date.


Common stock, $1.00 stated value                   Outstanding at April 30, 2001
                                                         3,467,282 common shares


                             OHIO VALLEY BANC CORP
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2001

================================================================================


                         Part I - Financial Information

Item 1 - Financial Statements

Interim financial information required by Regulation 210.10-01 of Regulation S-X
is included in this Form 10Q as referenced below:



Consolidated Balance Sheets.....................................              1

Consolidated Statements of Income...............................              2

Condensed Consolidated Statements of Changes in
   Shareholders' Equity.........................................              3

Condensed Consolidated Statements of Cash Flows.................              4

Notes to the Consolidated Financial Statements..................              5


Item 2 - Management's Discussion and Analysis of
            Financial Condition and Results of Operations.......             10

Item 3 - Quantitative and Qualitative Disclosure About
            Market Risk.........................................             14

                           Part II - Other Information

Other Information and Signatures................................             15


                             OHIO VALLEY BANC CORP
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                             (dollars in thousands)
================================================================================


                                                     March 31,      December 31,
                                                       2001             2000
                                                   ------------     ------------
ASSETS
Cash and noninterest-bearing deposits with banks   $    13,480      $    14,569
Federal funds sold                                      13,300
                                                   ------------     ------------
     Total cash and cash equivalent                     26,780           14,569
Interest-bearing balances with banks                       868              816
Securities available-for-sale                           53,415           59,819
Securities held-to-maturity (estimated fair
  value:  2001 - $16,047 , 2000 - $16,111)              15,463           15,767
Total loans                                            451,049          448,303
  Less:  Allowance for loan losses                      (5,410)          (5,385)
                                                   ------------     ------------
     Net loans                                         445,639          442,918
Premises and equipment, net                              9,229            9,285
Accrued income receivable                                3,419            4,104
Intangible assets, net                                   1,364            1,396
Bank owned life insurance                               10,058            9,408
Other assets                                             4,315            3,576
                                                   ------------     ------------
          Total assets                             $   570,550      $   561,658
                                                   ============     ============

LIABILITIES
Noninterest-bearing deposits                       $    46,992      $    47,661
Interest-bearing deposits                              390,572          384,710
                                                   ------------     ------------
     Total deposits                                    437,564          432,371
Securities sold under agreements to repurchase          12,125           18,345
Other borrowed funds                                    62,083           53,622
Obligated mandatorily redeemable capital securities
 of subsidiary trust                                     5,000            5,000
Accrued liabilities                                      8,821            7,828
                                                    -----------     ------------
          Total liabilities                            525,593          517,166
                                                    -----------     ------------

SHAREHOLDERS' EQUITY
Common stock ($1.00 stated value, 10,000,000
    shares authorized; 2001 - 3,559,771 shares
    issued, 2000 - 3,559,770 shares issued)              3,560            3,560
Additional paid-in capital                              28,760           28,760
Retained earnings                                       14,401           13,817
Accumulated other comprehensive income                     822              436
Treasury stock at cost (2001 - 92,489 shares,
  2000 - 72,489 shares)                                 (2,586)          (2,081)
                                                    -----------     ------------
          Total shareholders' equity                    44,957           44,492
                                                    -----------     ------------
               Total liabilities and
                  shareholders' equity              $  570,550      $   561,658
                                                    ===========     ============




================================================================================
               See notes to the consolidated financial statements.
                                       1


                              OHIO VALLEY BANC CORP
                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                  (dollars in thousands, except per share data)
================================================================================

                                                     Three months ended
                                                           March 31,
                                                  2001                  2000
                                             -------------         -------------
Interest and dividend income:
     Loans, including fees                   $     10,389          $      9,495
     Securities:
        Taxable                                       810                   808
        Tax exempt                                    193                   193
     Dividends                                         80                    72
     Other Interest                                    51                    84
                                             -------------         -------------
                                                   11,523                10,652

Interest expense:
     Deposits                                       5,256                 4,631
     Repurchase agreements                            175                   150
     Other borrowed funds                             790                   599
     Obligated mandatorily redeemable capital
         securities of subsidiary trust               133
                                             -------------         -------------
                                                    6,354                 5,380
                                             -------------         -------------

Net interest income                                 5,169                 5,272
Provision for loan losses                             427                   302
                                             -------------         -------------
Net interest income after provision
    for loan losses                                 4,742                 4,970

Noninterest income:
     Service charges on deposit accounts              698                   333
     Trust fees                                        55                    53
     Income from bank owned insurance                 138                   113
     Other                                            275                   263
                                             -------------         -------------
                                                    1,166                   762

Noninterest expense:
     Salaries and employee benefits                 2,363                 2,371
     Occupancy expense                                316                   325
     Furniture and equipment expense                  273                   294
     Data processing expense                          107                    70
     Other                                          1,320                 1,213
                                             -------------         -------------
                                                    4,379                 4,273
                                             -------------         -------------

Income before income taxes                          1,529                 1,459
Provision for income taxes                            422                   407
                                             -------------         -------------

NET INCOME                                   $      1,107          $      1,052
                                             =============         =============

Earnings per share                           $       0.32          $       0.30
                                             =============         =============

================================================================================

               See notes to the consolidated financial statements.
                                       2

                              OHIO VALLEY BANC CORP
                  CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
                       IN SHAREHOLDERS' EQUITY (UNAUDITED)
                             (dollars in thousands)
================================================================================

                                                    Three months ended March 31,
                                                       2001             2000
                                                   ------------     ------------

Balance at beginning of period                     $    44,492      $    42,708

Comprehensive income:
   Net income                                            1,107            1,052
   Net change in unrealized gain on available-
     for-sale securities                                   386             (247)
                                                   ------------     ------------
        Total comprehensive income                       1,493              805

Proceeds from issuance of common
   stock through dividend reinvestment
   plan, (2001 - 1 share, 2000 - 4 shares)

Cash dividends (2001 - $.15 per share,
   2000 - $.14 per share)                                 (523)            (496)

Shares acquired for treasury (2001 - 20,000
   shares, 2000 - 5,300 shares)                           (505)            (167)
                                                   ------------     ------------

Balance at end of period                           $    44,957      $    42,850
                                                   ============     ============




================================================================================

               See notes to the consolidated financial statements.
                                       3

                           OHIO VALLEY BANC CORP
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                  (dollars in thousands, except per share data)
================================================================================


                                                    Three months ended March 31,
                                                     2001               2000
                                                 ------------       ------------

Net cash provided by operating activities        $     2,418        $     1,623

Investing activities
     Proceeds from maturities of
        securities available-for-sale                  9,067              1,545
     Purchases of securities available-
        for-sale                                      (2,000)            (2,982)
     Proceeds from maturities of
        securities held-to-maturity                      291                856
     Purchases of securities held-to-maturity                              (223)
     Change in interest-bearing deposits
        in other banks                                   (52)               263
     Net increase in loans                            (3,148)           (10,490)
     Purchases of premises and equipment, net           (241)              (601)
     Purchases of insurance contracts, net              (530)              (500)
                                                 ------------       ------------
          Net cash used in investing activities        3,387            (12,132)

Financing activities
     Change in deposits                                5,193             24,448
     Cash dividends                                     (523)              (496)
     Purchases of treasury stock                        (505)              (167)
     Change in securities sold under
        agreements to repurchase                      (6,220)            (2,497)
     Proceeds from long-term borrowings               15,025              1,250
     Repayment of long-term borrowings                (5,395)            (2,401)
     Change in other short-term borrowings            (1,169)            (2,415)
                                                 ------------       ------------
          Net cash from financing activities           6,406             17,722
                                                 ------------       ------------

Change in cash and cash equivalents                   12,211              7,213
Cash and cash equivalents at beginning of year        14,569             19,000
                                                 ------------       ------------
Cash and cash equivalents at March 31,           $    26,780        $    26,213
                                                 ============       ============





================================================================================

               See notes to the consolidated financial statements.
                                       4

                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (dollars in thousands, except per share data)
================================================================================

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying  consolidated financial statements include the accounts of Ohio
Valley Banc Corp. and its wholly owned subsidiaries The Ohio Valley Bank Company
and Loan Central,  Inc. All material intercompany accounts and transactions have
been eliminated in consolidation.

These interim  financial  statements are prepared  without audit and reflect all
adjustments of a normal  recurring  nature which,  in the opinion of Management,
are  necessary to present  fairly the  consolidated  financial  position of Ohio
Valley Banc Corp.  at March 31,  2001,  and its results of  operations  and cash
flows  for  the  periods  presented.  The  accompanying  consolidated  financial
statements  do not purport to contain all the  necessary  financial  disclosures
required by generally  accepted  accounting  principles  that might otherwise be
necessary in the circumstances. The Annual Report for Ohio Valley Banc Corp. for
the year ended December 31, 2000, contains consolidated financial statements and
related  notes  which  should  be  read in  conjunction  with  the  accompanying
consolidated financial statements.

The  provision  for  income  taxes is based upon the  effective  income tax rate
expected to be applicable for the entire year.

For  consolidated  financial  statement  classification  and cash flow reporting
purposes,  cash and cash equivalents  include cash on hand,  noninterest-bearing
deposits with banks and federal funds sold. For the three months ended March 31,
2001 and 2000,  Ohio Valley Banc Corp. paid interest in the amount of $6,256 and
$4,466,  respectively.  For the three months  ended March 31, 2001,  Ohio Valley
Banc Corp.  paid income  taxes of $402 as compared to no income  taxes that were
paid during the same period in 2000.

Earnings per share is computed based on the weighted average shares  outstanding
during the period. For the three months ended March 31, 2001 and 2000,  weighted
average shares outstanding were 3,480,615 and 3,541,471, respectively.

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.




================================================================================

                                   (Continued)
                                       5

                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (dollars in thousands, except per share data)
================================================================================

NOTE 2 - SECURITIES

The amortized cost,  gross unrealized gains and losses and estimated fair values
of the  securities,  as  presented  in the  consolidated  balance  sheet  are as
follows:

                                            Gross          Gross       Estimated
                           Amortized      Unrealized     Unrealized       Fair
                             Cost           Gains          Losses        Values
March 31, 2001            ----------     -----------    ------------   ---------

Securities Available-for-Sale
- -----------------------------
U.S. Treasury securities  $   2,000      $        8                    $  2,008
U.S. Government agency
   securities                43,625           1,237     $        (2)     44,860
Mortgage-backed securities    1,998               4              (2)      2,000
Equity securities             4,547                                       4,547
                          ----------     -----------    ------------   ---------
     Total securities     $  52,170      $    1,249     $        (4)   $ 53,415
                          ==========     ===========    ============   =========

Securities Held-to-Maturity
- ---------------------------
Obligations of state and
   political subdivisions $  15,211      $      609     $       (16)   $ 15,804
Mortgage-backed securities      252               1             (10)        243
                          ----------     -----------    ------------   ---------
     Total securities     $  15,463      $      610     $       (26)   $ 16,047
                          ==========     ===========    ============   =========


December 31, 2000

Securities Available-for-Sale
- -----------------------------
U.S. Treasury securities  $    2,499     $         9                    $ 2,508
U.S. Government agency
  securities                  50,127             711    $       (42)     50,796
Mortgage-backed securities     2,065               1            (18)      2,048
Equity securities              4,467                                      4,467
                          -----------    ------------   ------------   ---------
    Total securities      $   59,158     $       721    $       (60)   $ 59,819
                          ===========    ============   ============   =========

Securities Held-to-Maturity
- ---------------------------
Obligations of state and
  political subdivisions  $   15,503     $       383    $       (25)   $ 15,861
Mortgage-backed securities       264               1            (15)        250
                          -----------    ------------   ------------   ---------
     Total securities     $   15,767     $       384    $       (40)   $ 16,111
                          ===========    ============   ============   =========





================================================================================

                                   (Continued)
                                       6

                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (dollars in thousands, except per share data)
================================================================================

NOTE 2 - SECURITIES (Continued)

The  amortized  cost and  estimated  fair value of debt  securities at March 31,
2001, 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
                         Cost          Value             Cost           Value
                     ------------   -----------       -----------    -----------
Debt securities:
 Due in one year
   or less           $     9,031    $    9,116        $    1,884     $    1,897
Due in one to
  five years              35,594        36,743             6,852          7,151
Due in five to
  ten years                1,000         1,009             3,523          3,671
Due after ten years                                        2,952          3,085
Mortgage-backed sec.       1,998         2,000               252            243
                     ------------   -----------       -----------    -----------
Total debt
  securities         $    47,623    $   48,868        $   15,463     $   16,047
                     ============   ===========       ===========    ===========

Gains and losses on the sale of  securities  are  determined  using the specific
identification  method. There were no sales of debt and equity securities during
the first three months of 2001 and 2000.



NOTE 3 - LOANS

Total loans as presented  on the balance  sheet are  comprised of the  following
classifications:
                                               March 31,            December 31,
                                                 2001                   2000
                                         ----------------       ----------------

Real estate loans                        $       208,068        $       209,724
Commercial and industrial loans                  144,436                139,826
Consumer loans                                    97,940                 98,013
Other loans                                          605                    740
                                         ----------------       ----------------
                                         $       451,049        $       448,303
                                         ================       ================

At March 31,  2001 and  December  31,  2000,  loans on  nonaccrual  status  were
approximately $2,812 and $2,948, respectively.  Loans past due more than 90 days
and still  accruing  at March 31,  2001 and  December  31,  2000 were $2,449 and
$3,691, respectively.


================================================================================

                                   (Continued)
                                       7

                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (dollars in thousands, except per share data)
================================================================================

NOTE 4 - ALLOWANCE FOR LOAN LOSSES

A summary of activity  in the  allowance  for loan  losses for the three  months
ended March 31 is as follows:
                                              2001                    2000
                                        ----------------        ----------------

Balance - January 1,                    $         5,385         $         5,055
Loans charged off:
     Real estate                                     43                       3
     Commercial                                       5                      15
     Consumer                                       516                     407
                                        ----------------        ----------------
          Total loans charged off                   564                     425
Recoveries of loans:
     Real estate                                      4
     Commercial                                       5
     Consumer                                       153                      59
                                        ----------------        ----------------
          Total recoveries                          162                      59
                                        ----------------        ----------------

Net loan charge-offs                               (402)                   (366)

Provision charged to operations                     427                     302
                                        ----------------        ----------------
Balance - March 31,                     $         5,410         $         4,991
                                        ================        ================


Information regarding impaired loans is as follows:
                                                March 31,         December 31,
                                                 2001                 2000
                                            --------------       ---------------

Balance of impaired loans                   $       1,003        $        1,233
                                            ==============       ===============

Portion of impaired loan balance for
  which an allowance for credit
  losses is allocated                       $       1,003        $        1,233
                                            ==============       ===============

Portion of allowance for loan losses
  allocated to the impaired loan balance    $         540        $          530
                                            ==============       ===============

Average investment in impaired loans
  year-to-date                              $       1,118        $        1,266
                                            ==============       ===============

     Interest on impaired loans was not material for the periods ended March 31,
2001 and December 31, 2000.






================================================================================

                                   (Continued)
                                       8

                             OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (dollars in thousands, except per share data)
================================================================================

NOTE 5 - CONCENTRATIONS OF CREDIT RISK AND FINANCIAL
INSTRUMENTS WITH OFF-BALANCE SHEET RISK

     The Company, through  its subsidiaries, grants  residential,  consumer, and
commercial loans to customers  located primarily in the central and southeastern
areas of Ohio as well as  the western  counties  of West Virginia. Approximately
5.88% of total loans  were unsecured  at March 31, 2001  as compared to 6.25% at
December 31, 2000.
     The Corporation is a party to financial  instruments with off-balance sheet
risk. These  instruments are  required in the  normal course of business to meet
the financial  needs of its customers. The contract or notional amounts of these
instruments are  not included in the consolidated financial statements. At March
31, 2001, the contract or notional amounts of these instruments, which primarily
include commitments to extend credit and standby letters of credit and financial
guarantees, totaled approximately $51,252 as compared to $52,135 at December 31,
2000.

NOTE 6 - OTHER BORROWED FUNDS

     Other borrowed funds at March 31, 2001 and December 31, 2000 are comprised
of advances from the Federal Home Loan Bank (FHLB), promissory notes and Federal
Reserve Bank Notes.

       FHLB borrowings      Promissory notes      FRB Notes           Totals
       ---------------      ----------------      ---------         ----------

2001      $ 50,686             $ 5,897             $ 5,500           $ 62,083
2000      $ 44,753             $ 5,594             $ 3,275           $ 53,622

     Pursuant to  collateral  agreements with the  FHLB, advances are secured by
certain qualifying  first mortgage  loans and  by FHLB stock which total $76,029
and $4,547 at March 31, 2001. Fixed rate FHLB advances of $50,686 mature through
2010 and have interest rates ranging from 4.88% to 7.08%.
     Promissory notes, issued primarily by the  parent company, have fixed rates
of 5.00% to 7.25% and are due at various dates  through a final maturity date of
May 29, 2002.

Scheduled principal payments over the next five years are to be:

             FHLB borrowings      Promissory notes      FRB Notes       Totals
             ---------------      ----------------      ---------     ----------

2001         $        8,436       $         5,399       $  5,500      $  19,335
2002                 11,042                   498                        11,540
2003                  9,929                                               9,929
2004                  4,484                                               4,484
2005                  2,611                                               2,611
Thereafter           14,184                                              14,184
            ----------------      ----------------      ----------    ----------
            $        50,686       $         5,897       $   5,500     $  62,083
            ================      ================      ==========    ==========

     Letters of credit issued on the Bank's behalf by the  FHLB to collateralize
certain public  unit deposits  as  required by law  totaled $44,845 at March 31,
2001 and $33,100  at December 31, 2000.  Various  investment securities from the
Bank used to collateralize FRB notes totaled $6,315 at March 31, 2001 and $9,165
at  December 31, 2000.  Promissory  notes were  unsecured  at March 31, 2001 and
December 31, 2000.

================================================================================

                                        9

                              OHIO VALLEY BANC CORP
                  (dollars in thousands, except per share data)

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

INTRODUCTION

The following discussion focuses on the consolidated financial condition of Ohio
Valley Banc Corp.  at March 31, 2001,  compared to December  31,  2000,  and the
consolidated  results of operations  for the  quarterly  period ending March 31,
2001,  compared to the same period in 2000. The purpose of this discussion is to
provide the reader a more thorough  understanding of the consolidated  financial
statements.  This  discussion  should be read in  conjunction  with the  interim
consolidated financial statements and the footnotes included in this Form 10-Q.

The  Registrant is not aware of any trends,  events or  uncertainties  that will
have or are  reasonably  likely  to have a  material  effect  on the  liquidity,
capital resources or operations except as discussed herein. Also, the Registrant
is not aware of any current  recommendations  by  regulatory  authorities  which
would have such effect if implemented.

FINANCIAL CONDITION

The consolidated total assets of Ohio Valley Banc Corp. increased $8,892 or 1.6%
to reach $570,550 at March 31, 2001.  Contributing  to this asset growth was the
increase in federal funds sold which grew $13,300  during the first three months
of  2001.  With the  anticipation  of  upcoming  commercial  loan  originations,
management  will use the federal  funds sold balances as a funding  source.  The
large  increase in federal funds sold was funded  partially by the maturities of
various  government agency securities which lead to a total investment  decrease
of $6,708.  The  demand  for these  types of  investments  decreased  due to the
decline in yield on reinvestment  opportunities  as well as the reduced pledging
requirements to support public fund deposits.

Also contributing to asset growth was loans,  which grew $2,746 during the first
three months of 2001. Loans were funded by growth in deposits of $5,193 or 1.2%,
of which a portion  was used to  reduce  securities  sold  under  agreements  to
repurchase  which are down $6,220.  During the first three months of 2001,  loan
growth was led by commercial loans expanding $4,610 or 3.3%.  Approximately  84%
of these loans were  originated in the primary market areas of Gallia,  Jackson,
Pike and  Franklin  counties  in Ohio and 9% was from the West  Virginia  market
areas.  Real estate mortgages  decreased $1,656 and consumer loans decreased $73
during the first three  months in 2001.  Management  believes  the  allowance is
adequate to absorb inherent  losses in the portfolio based on collateral  values
as well as a large  portfolio  mix of real  estate  mortgages.  A  comprehensive
analysis of the  allowance  for loan and lease loss is  performed on a quarterly
basis to ensure its adequacy.  As a percentage of total loans, the allowance for
loan losses at March 31, 2001 and December 31, 2000 was 1.20%.

Total  deposit  growth was  primarily  in savings  and  interest-bearing  demand
deposits  increasing  $8,996 or 7.7%.  While  the  Company's  Gold Club  account
continues  to impact this area of deposit  growth,  the largest  portion of this
increase  was  related  to  the   collection  of  real  estate  taxes  by  local
municipalities  who maintain  various deposit  accounts  within the bank.  These
deposits from tax collections are short-term in nature and also had an impact on
the increase in federal funds which represent overnight

                                       10


investments.  This growth was offset by decreases in time deposits of $3,134 and
non-interest  bearing  deposits of $669  during the first three  months of 2001.
Management utilized this net deposit growth to help fund the growth in loans and
to reduce securities sold under agreements to repurchase.

Other  borrowed  funds are  primarily  advances from the Federal Home Loan Bank,
which are used to fund loan growth or short-term liquidity needs. Other borrowed
funds  are up  $8,461  from  December  31,  2000,  with the  increase  occurring
primarily in long-term  FHLB  borrowings.  Securities  sold under  agreements to
repurchase are down $6,220 from December 31, 2000.

Total  shareholders'  equity  at March  31,  2001 of  $44,957  was up by $465 as
compared to the balance of $44,492 on December  31, 2000.  Contributing  to this
increase was year-to-date  income of $1,107 less cash dividends paid of $523, or
$.15 per share. The cash dividend  represents 47.2% of the year-to-date  income.
There were  minimal  proceeds  from the  issuance  of common  stock  through the
dividend reinvestment plan during the first three months of 2001. Management has
instead  utilized the proceeds from  reinvested  dividends and voluntary cash to
purchase shares on the open market and redistribute  these dollars back into the
plan without the need for the issuance of common stock. Furthermore,  as part of
the stock repurchase  program,  the Company purchased 20,000 additional treasury
shares  during the first  three  months of 2001.  The stock  repurchase  program
limits the purchase of shares to 5% of the total shares outstanding. As of April
30, 2001, the Company had over 80,800 shares available to purchase.

RESULTS OF OPERATIONS

Ohio Valley Banc Corp's net income was $1,107 for the first  quarter of 2001, up
5.2% compared to $1,052 for the first quarter of 2000.  Comparing March 31, 2001
to March 31, 2000,  return on assets was  unchanged at .80% and return on equity
increased  from 9.90% to 10.11%.  First quarter  earnings per share was $.32 per
share, up 6.7% over last year's $.30 per share. The primary  contributors to the
gain in net income was a $404 or 53% increase in noninterest  income offset by a
$103 decline in net interest  income and a $125  increase in provision  for loan
losses.

The decrease in net  interest  income was  primarily  due to the increase in the
Bank's funding costs  resulting in a lower net interest  margin.  Earning assets
increased  $9,390 from  December  31, 2000  largely due to the growth in federal
funds sold.  This growth was offset be declines  in  investment  securities  and
moderate  growth in loans.  Additionally,  the Company's  $5,000 trust preferred
security  that was issued in the fourth  quarter of 2000  brought an  additional
$133 in  interest  expense  during the first  three  months of 2001 that was not
present during the same period last year. As a result,  net interest  income was
negatively  impacted in the first  three  months of 2001 as compared to the same
period in 2000 by a decline in the net interest margin due to the Bank's cost of
funds  increasing  43 basis points and asset yields only  increasing by 23 basis
points.  For additional  discussion on the Company's  rate sensitive  assets and
liabilities,  please see Item 3,  Quantitative and Qualitative  Disclosure About
Market Risk on page 14.

The  decrease  in net  interest  income  was offset by net  noninterest  expense
decreasing  $298 or 8.5% for the  first  quarter  in 2001  compared  to the same
period in 2000. Total noninterest income increased $404

                                       11


or 53.0% for the first three months in 2001 compared to the same period in 2000.
Contributing  most to this  gain was  service  charge  income,  impacted  by the
addition of new products and services,  which  contributed  an  additional  $365
during the first quarter compared to the same period in 2000. Total  noninterest
expense  increased $106 or only 2.5% for the first quarter  compared to the same
period in 2000.  Contributing  the most to this minimal increase was the decline
in salary and employee  benefits,  which are down $8 over the first three months
of 2000.  This  decline  can be  attributed  to the  decrease  in the  Company's
full-time  equivalent  employee  base from 257 at March 31, 2000 to 239 at March
31,  2001,   as  more  emphasis  has  been  placed  on   reallocating   employee
responsibilities  as opposed to  employee  expansion.  The growth in  additional
offices and fixed assets experienced in 1999 and 2000 has been stable throughout
the first  quarter of 2001.  This has  provided  for the  decrease in  occupancy
expense and  furniture and equipment  expense which are  collectively  down $30.
Furthermore,  data processing and other  operating  expense are up $144 over the
first  quarter  of  2000  due to  computer  software  depreciation  and  general
increases in overhead expenses.

CAPITAL RESOURCES

All of the  capital  ratio's  exceeded  the  regulatory  minimum  guidelines  as
identified in the following table:

                                           Company Ratios             Regulatory
                                March 31, 2001    December 31, 2000     Minimum
                              ----------------   ------------------   ----------

Tier 1 risk-based capital            11.1%              11.2%            4.00%
Total risk-based capital ratio       12.4%              12.5%            8.00%
Leverage ratio                        8.5%               8.5%            4.00%

Cash dividends paid of $523 for the first three months of 2001 represents a 5.4%
increase  over the cash  dividends  paid  during  the same  period in 2000.  The
increase in cash  dividends  paid is largely due to the increase in the dividend
rate paid per share. At March 31, 2001,  approximately  73% of the  shareholders
were enrolled in the dividend  reinvestment plan. As part of the Company's stock
repurchase program, management has continued to utilize reinvested dividends and
voluntary cash to purchase shares on the open market to be redistributed through
the dividend reinvestment plan.

On February 28, 2001,  the  Registrant  along with two other  financial  holding
companies  acquired  BSG Title  Services,  a title  insurance  company  based in
Delaware,  Ohio. The Registrant  secured a 40% minority interest in this company
by investing $20. The new acquisition takes advantage of the  Gramm-Leach-Bliley
Act and further expands the Registrant's products and services.

LIQUIDITY

Liquidity  relates to the Bank's  ability  to meet the cash  demands  and credit
needs of its customers and is provided by the ability to readily  convert assets
to cash and raise funds in the market  place.  Total cash and cash  equivalents,
interest-bearing  deposits  with  banks,  held-to-maturity  securities  maturing
within one year and securities  available-for-sale  of $82,947 represented 14.5%
of total  assets at March 31, 2001.  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.  At March  31,  2001,  the  Bank  could  borrow  an
additional $47 million from the Federal Home Loan Bank. The Company  experienced
an increase of $12,211 in cash and cash  equivalents  for the three months ended
March 31, 2001. See the condensed consolidated statement of cash flows on page 4
for further cash flow information.

                                       12


CONCENTRATION OF CREDIT RISK

The Company  maintains a diversified  credit  portfolio,  with real estate loans
comprising the most  significant  portion.  Credit risk is primarily  subject to
loans made to businesses  and  individuals in central and  southeastern  Ohio as
well as western West  Virginia.  Management  believes this risk to be general in
nature,  as there are no  material  concentrations  of loans to any  industry or
consumer  group.  To the  extent  possible,  the  Company  diversifies  its loan
portfolio to limit credit risk by avoiding industry concentrations.

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.

                                       13

OHIO VALLEY BANC CORP.
MATURITY ANALYSIS


(dollars in thousands)

Item 3. Quantitative and Qualitative Disclosure About Market Risk

The following table 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.  As compared to 12/31/00, there were no significant changes through the first three months of 2001.

As of March 31, 2001                                     Principal Amount Maturing in:
                                                                                          There-           Fair Value
                                         2001      2002      2003      2004      2005     after    Total    03/31/01
                                                                                    
Rate-Sensitive Assets:
Fixed interest rate loans             $  8,228  $  8,264  $ 14,306  $ 22,242  $ 21,761  $204,870  $279,671  $282,513
Average interest rate                   10.66%    11.85%    11.80%    10.55%     9.73%     8.23%     8.90%

Variable interest rate loans          $ 35,541  $ 15,228  $  2,084  $  4,660  $  5,347  $108,518  $171,378  $172,025
Average interest rate                   10.08%     9.68%     8.89%     8.86%     9.27%     8.52%     8.98%

Fixed interest rate securities        $  8,244  $ 11,274  $ 13,358  $ 10,687  $  8,792  $ 15,278  $ 67,633  $ 69,462
Average interest rate                    6.47%     6.24%     6.23%     6.57%     7.30%     6.94%     6.61%

Federal Funds Sold                    $ 13,300                                                    $ 13,300  $ 13,300
Average interest rate                    4.87%                                                       4.87%

Other interest-bearing assets         $    868                                                    $    868  $    868
Average interest rate                    3.08%                                                       3.08%

Rate-Sensitive Liabilities:
Noninterest-bearing checking          $  6,767  $  5,793  $  4,958  $  4,244  $  3,633  $ 21,597  $ 46,992  $ 46,992

Savings & Interest-bearing checking   $ 21,022  $ 17,401  $ 14,426  $ 11,977  $  9,959  $ 51,146  $125,931  $125,931
Average interest rate                    3.35%     3.37%     3.40%     3.43%     3.45%     3.58%     3.47%

Time deposits                         $150,163  $ 80,896  $ 26,286  $  3,373  $  1,848  $  2,075  $264,641  $268,532
Average interest rate                    6.24%     6.08%     6.26%     6.01%     6.60%     6.83%     6.20%

Fixed interest rate borrowings        $ 13,834  $ 11,540  $  9,929  $  4,484  $  2,611  $ 19,184  $ 61,582  $ 61,708
Average interest rate                    6.32%     5.65%     5.52%     5.47%     5.49%     6.90%     6.15%

Variable interest rate borrowings     $ 17,775                                                    $ 17,775  $ 17,775
Average interest rate                    4.47%                                                       4.47%

                                                          (Continued)
                                                              14


                              OHIO VALLEY BANC CORP
                                MATURITY ANALYSIS

================================================================================

Item 3. Quantitative and Qualitative Disclosure About Market Risk (continued)

The  decline in prime rate  during  the first  quarter of 2001 had an  immediate
impact on the Company's net interest  margin due to variable rate assets tied to
prime  outweighing  variable  rate  liabilities  tied  to  prime.  As  the  year
progresses,  management  expects that impact to be offset by a larger  volume of
fixed rate liabilities  repricing downward quicker than fixed rate assets. Based
on the gap model, the Company's one year cumulative gap is liability  sensitive,
which  should  benefit  the  Company  over the  long  term in a  declining  rate
environment.

                          Part II - Other Information

Item 1 - Legal Proceedings
- --------------------------
  None

Item 2 - Changes in Securities
- ------------------------------
  None

Item 3 - Defaults Upon Senior Securities
- ----------------------------------------
  None

Item 4 - Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
  None

Item 5 - Other Information
- --------------------------
  None

Item 6 - Exhibits and Reports on Form 8-K
- ------------------------------------------
B.  No reports on Form 8-K were filed for the quarter ending March 31, 2001.


                                     OHIO VALLEY BANC CORP.
                                     -------------------------------------------


Date    May 14, 2001                 /s/ Jeffrey E. Smith
      -------------------            -------------------------------------------
                                     Jeffrey E. Smith
                                     President and Chief Executive Officer


Date    May 14, 2001                 /s/ Larry E. Miller, II
      -------------------            -------------------------------------------
                                     Larry E. Miller, II
                                     Senior Vice President and Treasurer




================================================================================

                                       15