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, 2002


                         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, 2002
                                                         3,462,966 common shares


                             OHIO VALLEY BANC CORP
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002

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


                         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, except per share data)
================================================================================


                                                     March 31,      December 31,
                                                       2002             2001
                                                   ------------     ------------
ASSETS
Cash and noninterest-bearing deposits with banks   $    15,874      $    17,288
Federal funds sold                                      24,600            9,000
                                                   ------------     ------------
     Total cash and cash equivalent                     40,474           26,288
Interest-bearing balances with banks                     1,791            1,264
Securities available-for-sale                           54,079           61,559
Securities held-to-maturity (estimated fair
  value:  2002 - $14,688 , 2001 - $14,421)              14,303           13,973
Total loans                                            517,676          508,660
  Less:  Allowance for loan losses                      (6,377)          (6,251)
                                                   ------------     ------------
     Net loans                                         511,299          502,409
Premises and equipment, net                              8,449            8,702
Accrued income receivable                                3,314            3,420
Intangible assets, net                                   1,234            1,267
Bank owned life insurance                               12,237           12,089
Other assets                                             4,467            4,028
                                                   ------------     ------------
          Total assets                             $   651,647      $   634,999
                                                   ============     ============

LIABILITIES
Noninterest-bearing deposits                       $    58,247      $    56,735
Interest-bearing deposits                              421,748          399,126
                                                   ------------     ------------
     Total deposits                                    479,995          455,861
Securities sold under agreements to repurchase          16,410           29,274
Other borrowed funds                                    87,137           90,856
Obligated mandatorily redeemable capital securities
 of subsidiary trust                                    13,500            5,000
Accrued liabilities                                      7,590            7,708
                                                    -----------     ------------
          Total liabilities                            604,632          588,699
                                                    -----------     ------------

SHAREHOLDERS' EQUITY
Common stock ($1.00 stated value, 10,000,000
    shares authorized; 2002 - 3,592,956 shares
    issued, 2001 - 3,579,250 shares issued)              3,593            3,579
Additional paid-in capital                              29,524           29,207
Retained earnings                                       16,677           15,979
Accumulated other comprehensive income                     729            1,043
Treasury stock at cost (2002 and
  2001 - 129,990 shares)                                (3,508)          (3,508)
                                                    -----------     ------------
          Total shareholders' equity                    47,015           46,300
                                                    -----------     ------------
               Total liabilities and
                  shareholders' equity              $  651,647      $   634,999
                                                    ===========     ============




================================================================================
               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,
                                                  2002                  2001
                                             -------------         -------------
Interest and dividend income:
     Loans, including fees                   $     10,647          $     10,389
     Securities:
        Taxable                                       657                   810
        Tax exempt                                    176                   193
     Dividends                                         53                    80
     Other Interest                                    76                    51
                                             -------------         -------------
                                                   11,609                11,523

Interest expense:
     Deposits                                       3,900                 5,256
     Repurchase agreements                             84                   175
     Other borrowed funds                           1,113                   790
     Obligated mandatorily redeemable capital
         securities of subsidiary trust               139                   133
                                             -------------         -------------
                                                    5,236                 6,354
                                             -------------         -------------

Net interest income                                 6,373                 5,169
Provision for loan losses                           1,142                   427
                                             -------------         -------------
Net interest income after provision
    for loan losses                                 5,231                 4,742

Noninterest income:
     Service charges on deposit accounts              694                   698
     Trust fees                                        54                    55
     Income from bank owned insurance                 171                   138
     Other                                            361                   275
                                             -------------         -------------
                                                    1,280                 1,166

Noninterest expense:
     Salaries and employee benefits                 2,619                 2,363
     Occupancy expense                                311                   316
     Furniture and equipment expense                  263                   273
     Data processing expense                          147                   107
     Other                                          1,433                 1,320
                                             -------------         -------------
                                                    4,773                 4,379
                                             -------------         -------------

Income before income taxes                          1,738                 1,529
Provision for income taxes                            486                   422
                                             -------------         -------------

NET INCOME                                   $      1,252          $      1,107
                                             =============         =============

Earnings per share (basic and diluted)       $       0.36          $       0.32
                                             =============         =============

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

               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,
                                                       2002             2001
                                                   ------------     ------------

Balance at beginning of period                     $    46,300      $    44,492

Comprehensive income:
   Net income                                            1,252            1,107
   Net change in unrealized gain on available-
     for-sale securities                                  (314)             386
                                                   ------------     ------------
        Total comprehensive income                         938            1,493

Proceeds from issuance of common
   stock through dividend reinvestment
   plan                                                    331

Cash dividends                                            (554)            (523)

Shares acquired for treasury                                               (505)
                                                   ------------     ------------

Balance at end of period                           $    47,015      $    44,957
                                                   ============     ============




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

               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,
                                                     2002               2001
                                                 ------------       ------------

Net cash provided by operating activities        $     2,486        $     2,418

Investing activities
     Proceeds from maturities of
        securities available-for-sale                 10,272              9,067
     Purchases of securities available-
        for-sale                                      (3,211)            (2,000)
     Proceeds from maturities of
        securities held-to-maturity                      261                291
     Purchases of securities held-to-maturity           (602)
     Change in interest-bearing deposits
        in other banks                                  (527)               (52)
     Net increase in loans                           (10,032)            (3,148)
     Purchases of premises and equipment, net            (34)              (241)
     Purchases of insurance contracts, net                                 (530)
                                                 ------------       ------------
          Net cash used in investing activities       (3,873)             3,387

Financing activities
     Change in deposits                               24,134              5,193
     Cash dividends                                     (554)              (523)
     Proceeds from issuance of common stock              331
     Purchases of treasury stock                                           (505)
     Change in securities sold under
        agreements to repurchase                     (12,864)            (6,220)
     Proceeds from obligated mandatorily
        redeemable capital securities of
        subsidiary trust                               8,244
     Proceeds from long-term borrowings                   40             15,025
     Repayment of long-term borrowings                (1,808)            (5,395)
     Change in other short-term borrowings            (1,950)            (1,169)
                                                 ------------       ------------
          Net cash from financing activities          15,573              6,406
                                                 ------------       ------------

Change in cash and cash equivalents                   14,186             12,211
Cash and cash equivalents at beginning of year        26,288             14,569
                                                 ------------       ------------
Cash and cash equivalents at March 31,           $    40,474        $    26,780
                                                 ============       ============

Cash paid for interest                           $     6,245        $     6,256
Cash paid for income taxes                               325                402



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

               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,  2002,  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, 2001, 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.  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.

Earnings per share is computed based on the weighted average shares  outstanding
during the period.  Weighted  average  shares  outstanding  were  3,459,235  and
3,480,615  for the  three  months  ending  March 31,  2002 and  March 31,  2001,
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.

In June 2001, the Financial  Accounting  Standings Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 141 "Business  Combinations".  SFAS
No. 141 requires all business  combinations within its scope to be accounted for
using the purchase  method,  rather than the  pooling-of-interests  method.  The
provisions of this statement apply to all business combinations  initiated after
June 30, 2001.  The adoption of this  statement  will only impact the  Company's
financial statements if it enters into a business combination.

Also in June 2001, the FASB issued SFAS No. 142,  "Goodwill and Other Intangible
Assets",  which  addresses the accounting for such assets arising from prior and
future  business  combinations.  Upon the adoption of this  statement,  goodwill
arising from business combinations will no longer be amortized,  but rather will
be assessed regularly for impairment,  with any such impairment  recognized as a
reduction  to earnings in the period  identified.  Other  identified  intangible
assets,  such as core deposit intangible  assets,  will continue to be amortized
over their estimated useful lives. The Company adopted this statement on January
1, 2002, and did not materially impact its financial statements.


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

                                   (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, 2002            ----------     -----------    ------------   ---------

Securities Available-for-Sale
- -----------------------------
U.S. Government agency
   securities             $  46,582      $    1,182     $       (88)  $  47,676
Mortgage-backed securities    1,564              10                       1,574
Equity securities             4,829                                       4,829
                          ----------     -----------    ------------   ---------
     Total securities     $  52,975      $    1,192     $       (88)   $ 54,079
                          ==========     ===========    ============   =========

Securities Held-to-Maturity
- ---------------------------
Obligations of state and
   political subdivisions $  14,107      $      472     $       (80)   $ 14,499
Mortgage-backed securities      196                              (7)        189
                          ----------     -----------    ------------   ---------
     Total securities     $  14,303      $      472     $       (87)   $ 14,688
                          ==========     ===========    ============   =========


December 31, 2001

Securities Available-for-Sale
- -----------------------------
U.S. Treasury securities  $    1,990     $         3                    $ 1,993
U.S. Government agency
  securities                  51,494           1,578    $       (16)     53,056
Mortgage-backed securities     1,719              15                      1,734
Equity securities              4,776                                      4,776
                          -----------    ------------   ------------   ---------
    Total securities      $   59,979     $     1,596    $       (16)   $ 61,559
                          ===========    ============   ============   =========

Securities Held-to-Maturity
- ---------------------------
Obligations of state and
  political subdivisions  $   13,765     $       481    $       (25)   $ 14,221
Mortgage-backed securities       208                             (8)        200
                          -----------    ------------   ------------   ---------
     Total securities     $   13,973     $       481    $       (33)   $ 14,421
                          ===========    ============   ============   =========





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

                                   (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,
2002, 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           $    20,965    $   21,153        $    1,573     $    1,601
Due in one to
  five years              23,617        24,556             5,119          5,371
Due in five to
  ten years                2,000         1,967             5,338          5,486
Due after ten years                                        2,077          2,041
Mortgage-backed sec.       1,564         1,574               196            189
                     ------------   -----------       -----------    -----------
Total debt
  securities         $    48,146    $   49,250        $   14,303     $   14,688
                     ============   ===========       ===========    ===========

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 2002 and 2001.



NOTE 3 - LOANS

Total loans as presented  on the balance  sheet are  comprised of the  following
classifications:
                                               March 31,            December 31,
                                                 2002                   2001
                                         ----------------       ----------------

Real estate loans                        $       226,854        $       226,212
Commercial and industrial loans                  177,044                173,154
Consumer loans                                   113,171                108,437
Other loans                                          607                    857
                                         ----------------       ----------------
                                         $       517,676        $       508,660
                                         ================       ================

At March 31,  2002 and  December  31,  2001,  loans on  nonaccrual  status  were
approximately $3,265 and $3,297, respectively.  Loans past due more than 90 days
and still  accruing  at March 31,  2002 and  December  31,  2001 were $2,244 and
$3,013, 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:
                                              2002                    2001
                                        ----------------        ----------------

Balance - January 1,                    $         6,251         $         5,385
Loans charged off:
     Real estate                                    211                      43
     Commercial                                     431                       5
     Consumer                                       753                     516
                                        ----------------        ----------------
          Total loans charged off                 1,395                     564
Recoveries of loans:
     Real estate                                    101                       4
     Commercial                                     132                       5
     Consumer                                       146                     153
                                        ----------------        ----------------
          Total recoveries                          379                     162
                                        ----------------        ----------------

Net loan charge-offs                             (1,016)                   (402)

Provision charged to operations                   1,142                     427
                                        ----------------        ----------------
Balance - March 31,                     $         6,377         $         5,410
                                        ================        ================


Information regarding impaired loans is as follows:
                                                March 31,         December 31,
                                                 2002                 2001
                                            --------------       ---------------

Balance of impaired loans                   $         807        $          960
                                            ==============       ===============

Portion of impaired loan balance for
  which an allowance for credit
  losses is allocated                       $         807        $          960
                                            ==============       ===============

Portion of allowance for loan losses
  allocated to the impaired loan balance    $         600        $          300
                                            ==============       ===============

Average investment in impaired loans
  year-to-date                              $         774        $        1,013
                                            ==============       ===============

     Interest on impaired loans was not material for the periods ended March 31,
2002 and December 31, 2001.






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

                                   (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
4.54% of total loans  were unsecured  at March 31, 2002  as compared to 4.81% at
December 31, 2001.
     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, 2002, 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 $69,307 as compared to $64,312 at December 31,
2001.

NOTE 6 - OTHER BORROWED FUNDS

     Other borrowed funds at March 31, 2002 and December 31, 2001 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
       ---------------      ----------------      ---------         ----------

2002      $ 79,795             $ 6,342             $ 1,000           $ 87,137
2001      $ 81,564             $ 3,792             $ 5,500           $ 90,856

     Pursuant to  collateral  agreements with the  FHLB, advances are secured by
certain qualifying  first mortgage  loans and by FHLB stock which total $119,694
and $4,829 at March 31, 2002.  Fixed rate FHLB advances  mature through 2010 and
have interest rates ranging from 4.30% to 6.62%.
     Promissory notes, issued primarily by the  parent company, have fixed rates
of 2.05% to 7.00% and are due at various dates  through a final maturity date of
April 9, 2003.

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

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

2002         $       11,472       $         4,703       $  1,000      $  17,175
2003                 13,932                 1,639                        15,571
2004                 14,487                                              14,487
2005                 11,114                                              11,114
2006                 14,606                                              14,606
Thereafter           14,184                                              14,184
            ----------------      ----------------      ----------    ----------
            $        79,795       $         6,342       $   1,000     $  87,137
            ================      ================      ==========    ==========

     Letters of credit issued on the Bank's behalf by the  FHLB to collateralize
certain public  unit deposits  as  required by law  totaled $29,750 at March 31,
2002 and $29,000  at December 31, 2001.  Various  investment securities from the
Bank used to collateralize FRB notes totaled $5,970 at March 31, 2002 and $5,970
at  December 31, 2001.

NOTE 7 - TRUST PREFERRED SECURITIES

     Obligated mandatorily  redeemable capital  securities of a subsidiary trust
(Trust  Preferred  Securities)  of $8,500 were issued on March 26, 2002,  with a
variable rate of 5.59% and a redemption date of March 27, 2007.  Trust preferred
securities were unsecured through March 31, 2002.


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

                                        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, 2002,  compared to December  31,  2001,  and the
consolidated  results of operations  for the  quarterly  period ending March 31,
2002,  compared to the same period in 2001. 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  $16,648 or
2.6% to reach $651,647 at March 31, 2002.  Contributing to this asset growth was
the  increase in federal  funds sold which grew  $15,600  during the first three
months of 2002. 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  Company's
newest  issuance  of  trust  preferred   securities  which  totaled  $8,500  and
maturities of various treasury and government  agency securities which lead to a
total investment  decrease of $7,150.  The demand for these types of investments
have decreased due to the decline in yield on reinvestment opportunities.

Also  contributing  to asset growth was loans,  which grew $9,016 or 1.8% during
the first  three  months of 2002.  Loans were  funded by growth in  deposits  of
$24,134 or 5.3%,  of which a portion  was used to reduce  securities  sold under
agreements to repurchase  which are down $12,864.  During the first three months
of 2002,  loan  growth  was led by  consumer  loans  expanding  $4,734  or 4.4%.
Approximately 75% of this increase occurred within indirect loans,  particularly
automobiles,  where  management has been more aggressive in its pricing of these
products.  Commercial loans increased $3,890 or 2.2%. Approximately 67% of these
loans were originated in the primary market areas of Gallia,  Jackson,  Pike and
Franklin  counties in Ohio and 18% was from the  growing  West  Virginia  market
areas.  While commercial loan growth was limited in the first quarter of 2002 by
large  unanticipated  paydowns,  increased  loan volume in the second quarter is
expected.  Additionally,  real estate mortgages  increased $642 during the first
three months in 2002.

During the first  quarter  of 2002,  management  continued  to  emphasize  asset
quality  which is  important  in a period of economic  slowdown.  This  emphasis
prompted a $614,000 net charge-off  increase occurring mostly in installment and
commercial  nonperforming loans. As a result, the Company's  nonperforming loans
as a percent of total  loans  declined to 1.06% at March 31, 2002 as compared to
1.24% at year end 2001. Furthermore,  management believes the allowance for loan
losses is adequate to absorb probable

                                    Page 10


losses in the portfolio based on collateral  values,  declines in  nonperforming
loans and the fact that almost half of the Company's loan portfolio  consists of
real estate mortgages. A comprehensive analysis of the allowance for loan losses
is performed on a quarterly  basis to ensure its  adequacy.  As a percentage  of
total loans,  the  allowance  for loan losses at March 31, 2002 and December 31,
2001 was 1.23%.

Total deposit growth was primarily in time deposits which  increased  $13,181 or
4.9%. This growth was partially driven by increases in the Company's brokered CD
issues which totaled  $5,227 during the first three months of 2002.  Savings and
interest-bearing  demand deposits  increased $9,441 or 7.1%. 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  investments.
Additionally,  non-interest bearing deposits increased $1,512 or 2.7% during the
first three months of 2002.  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 down $3,719 from  December 31,  2001,  as  management  is shifting its
focus back to funding  loan growth  through its  traditional  retail  sources of
funds in  certificates  of deposit  since the cost of these  retail  sources has
decreased significantly. The decrease in other borrowed funds occurred primarily
in overnight  borrowings.  Additionally,  securities  sold under  agreements  to
repurchase  are down $12,864 from December 31, 2001.  Furthermore,  on March 26,
2002,  the  Company   completed  the  issuance  of  $8,500  of  trust  preferred
securities.  The  proceeds  from  this  issuance  will be used  to  enhance  the
Company's  risk-based  capital  adequacy levels as well as support the growth of
additional earning assets.

Total  shareholders'  equity  at March  31,  2002 of  $47,015  was up by $715 as
compared to the balance of $46,300 on December  31, 2001.  Contributing  to this
increase was  year-to-date  income of $1,252 and  proceeds  from the issuance of
common stock through the dividend  reinvestment plan of $331 less cash dividends
paid of $554,  or $.16 per  share.  The cash  dividend  represents  44.2% of the
year-to-date income.  Management had limited activity within the Company's stock
repurchase  program  during the first three months of 2002. On January 15, 2002,
the Company voted to extend its stock  repurchase  program to February 10, 2003.
The stock repurchase  program limits the purchase of up to 175,000 shares. As of
April 30, 2002, the Company had over 45,000 shares available to purchase.

RESULTS OF OPERATIONS

Ohio Valley Banc Corp's net income was $1,252 for the first  quarter of 2002, up
$145 or 13.1% compared to $1,107 for the first quarter of 2002.  Comparing March
31, 2002 to March 31, 2001, return on assets was unchanged at .80% and return on
equity  increased  from 10.11% to 10.86%.  First quarter  earnings per share was
$.36  per  share,  up  12.5%  over  last  year's  $.32 per  share.  The  primary
contributors  to the gain in net  income  were a $1,204 or 23%  increase  in net
interest  income  partially  offset by a $715  increase  in  provision  for loan
losses.

                                    11


The 23% increase in net interest income was primarily due to the decrease in the
Bank's funding costs resulting in a higher net interest  margin.  Earning assets
increased  $17,993  from  December  31,  2001 and had a  positive  impact to net
interest income. Net interest income was further enhanced by the 142 basis point
decrease in average funding costs which was a benefit realized by the decline in
interest  rates that occurred  throughout  2001. As a result,  the Company's net
interest  margin during the first  quarter of 2002  increased 32 basis points to
4.38%  as  compared  to 4.06%  for the  same  period  in  2001.  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  increase in net interest  income  during the first three months of 2002 was
partially offset by an increase to provision expense of $715 for the same period
as compared to 2001.  The  year-to-date  increase to  provision  expense was the
result of a $614 increase to net charge-offs,  primarily consumer and commercial
nonperforming  loans, which helped to enhance asset quality and lower the credit
risk associated with the Company's loan portfolio.  The increase in net interest
income after provision for the first quarter of 2002 was partially offset by net
noninterest  expense  increasing  $280 or 8.7%  for the  first  quarter  in 2002
compared to the same period in 2001. Total noninterest  income increased $114 or
9.8% for the first  three  months in 2002  compared  to the same period in 2001.
Contributing  most to this gain was  earnings  from bank  owned  life  insurance
contracts and loan service fees.  Total  noninterest  expense  increased $394 or
9.0% for the first quarter compared to the same period in 2001. Contributing the
most to this  gain  was the  increase  in  salary  and  employee  benefits,  the
Company's largest noninterest  expense,  which were up $256 over the first three
months of 2001.  This increase was primarily  affected by annual merit increases
and rising  benefit costs.  Furthermore,  data  processing  and other  operating
expense  were up $153 over the  first  quarter  of 2001 due to loan  acquisition
costs, taxes 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, 2002   December 31, 2001    Minimum
                                  --------------   -----------------  ----------
Tier 1 risk-based capital              11.0%              9.5%           4.00%
Total risk-based capital ratio         12.2%             10.7%           8.00%
Leverage ratio                          9.2%              7.9%           4.00%

Cash dividends paid of $554 for the first three months of 2002 represents a 5.9%
increase  over the cash  dividends  paid  during  the same  period in 2001.  The
increase in cash  dividends  paid is largely due to the increase in the dividend
rate paid per share. At March 31, 2002,  approximately  73% of the  shareholders
were enrolled in the dividend  reinvestment plan. As part of the Company's stock
repurchase program, management will continue to monitor opportunities to utilize
reinvested  dividends and voluntary  cash to purchase  shares on the open market
that can be redistributed through the dividend reinvestment plan.

                                    12


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 $97,917 represented 15.0%
of total  assets at March 31, 2002.  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,  2002,  the  Bank  could  borrow  an
additional $49 million from the Federal Home Loan Bank. The Company  experienced
an increase of $14,186 in cash and cash  equivalents  for the three months ended
March 31, 2002. See the condensed consolidated statement of cash flows on page 4
for further cash flow information.

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


RATE SENSITIVITY ANALYSIS


Table VIII
(dollars in thousands)

As of March 31, 2002                                 Principal Amount Maturing in:
                                                                                          There-           Fair Value
                                         2002      2003      2004      2005      2006     after    Total    03/31/02
                                                                                    
Rate-Sensitive Assets:
Fixed interest rate loans             $  9,633  $  7,880  $ 15,044  $ 22,844  $ 23,439  $265,290  $344,130  $347,571
Average interest rate                   10.02%    11.53%    10.78%     9.81%     8.73%     7.93%     8.37%

Variable interest rate loans          $ 37,197  $  9,447  $  3,366  $  4,650  $  6,035  $112,851  $173,546  $174,848
Average interest rate                    6.39%     5.97%     6.12%     6.44%     6.92%     6.90%     6.72%

Fixed interest rate securities        $ 19,531  $  6,734  $ 10,683  $ 12,817  $  1,500  $ 16,013  $ 67,278  $ 68,767
Average interest rate                    4.04%     6.53%     6.57%     6.36%     5.83%     6.09%     5.66%

Federal funds sold                    $ 24,600                                                    $ 24,600  $ 24,600
Average interest rate                    1.63%                                                       1.63%

Other interest-bearing assets         $  1,791                                                    $  1,791  $  1,791
Average interest rate                    0.75%                                                       0.75%

Total Rate-Sensitive Assets           $ 92,752  $24,061   $ 29,093  $ 40,311  $ 30,974  $394,154  $611,345  $617,577
Average interest rate                    4.90%    7.95%      8.69%     8.32%     8.24%     7.56%     7.31%

Rate-Sensitive Liabilities:
Noninterest-bearing checking          $  7,922  $  6,844  $  5,914  $  5,109  $  4,414  $ 28,044  $ 58,247  $ 58,247

Savings & Interest-bearing checking   $ 22,551  $ 18,902  $ 15,856  $ 13,310  $ 11,180  $ 60,075  $141,874  $141,874
Average interest rate                    1.85%     1.86%     1.88%     1.89%     1.90%     1.95%     1.90%

Time deposits                         $120,847  $ 99,511  $ 34,082  $ 13,741  $  9,646  $  2,047  $279,874  $284,072
Average interest rate                    4.48%     4.37%     4.51%     5.02%     4.91%     6.54%     4.50%

Fixed interest rate borrowings        $ 16,173  $ 15,572  $ 14,486  $ 11,114  $ 14,606  $ 19,184  $ 91,135  $ 92,319
Average interest rate                    5.02%     5.18%     5.16%     5.26%     5.22%     6.89%     5.52%

Variable interest rate borrowings     $ 25,912                                                    $ 25,912  $ 25,912
Average interest rate                    3.07%                                                       3.07%

Total Rate-Sensitive Liabilities      $193,405  $140,829  $ 70,338  $ 43,274  $ 39,846  $109,350  $597,042  $602,424
Average interest rate                    3.85%     3.91%     3.67%     3.53%     3.64%     2.40%     3.54%


As of December 31, 2001                                 Principal Amount Maturing in:
                                                                                          There-           Fair Value
                                         2002      2003      2004      2005      2006     after    Total    12/31/01
                                                                                    
Total Rate-Sensitive Assets          $ 97,688  $ 17,119  $ 31,670  $ 40,920  $ 30,418  $370,285  $588,100  $595,178
Average interest rate                    5.70     9.20%     8.82%     8.59%     8.26%     7.74%     7.59%

Total Rate-Sensitive Liabilities     $241,620  $102,787  $ 58,432  $ 40,300  $ 33,796  $104,056  $580,991  $586,897
Average interest rate                    4.13%     4.17%     3.69%     3.57%     3.53%     2.46%     3.72%

                                                                                Page 14


                              OHIO VALLEY BANC CORP
                                MATURITY ANALYSIS

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

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

Based on the gap model,  the  Company's  one year  cumulative  gap is  liability
sensitive,  which would  benefit the  Company in a declining  rate  environment.
Based on low interest rates,  management has taken steps to guard against rising
interest  rates.  Management  has been offering  fixed rate mortgage loans to be
sold on the secondary market. Historically,  the Company originated all mortgage
loans to be held in its own portfolio. Furthermore,  management has extended the
average maturity of its funding sources by offering longer term  certificates of
deposit and borrowing wholesale funds for longer time periods. The result of the
above  strategies that were  implemented  starting last year is less exposure to
interest rate risk.
                          Part II - Other Information

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

Item 2 - Changes in Securities and Use of Proceeds
- --------------------------------------------------
  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.  The Company filed a report on Form 8-K dated January 18, 2002 related to the
issuance of a news release  announcing  its earnings for the fourth  quarter and
year-to-date periods ending December 31, 2001.

    The  Company filed a report  on Form 8-K dated  February 4, 2002  related to
the approval of extending its Treasury Stock Repurchase  Program to February 10,
2003 from February 10, 2002.  The extension  authorizes  the repurchase of up to
175,000  shares, of  which the Company had over 45,000 shares remaining at April
30, 2002.

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


Date    May 14, 2002                 /s/ Jeffrey E. Smith
      -------------------            -------------------------------------------
                                     Jeffrey E. Smith
                                     President and Chief Executive Officer


Date    May 14, 2002                 /s/ Larry E. Miller, II
      -------------------            -------------------------------------------
                                     Larry E. Miller, II
                                     Senior Vice President and Treasurer




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

                                       15