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:
                                  JUNE 30, 1996


                         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: (614) 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
       commom stock, as of the latest practicable date.

       Common stock, $10.00 stated value            Outstanding at July 31, 1996
                                                    1,298,975 common shares



                              OHIO VALLEY BANC CORP
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1996



                         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..........................................      4

    Condensed Consolidated Statements of Cash Flows..................      5

    Notes to the Consolidated Financial Statements...................      6


    Item 2 - Management's Discussion and Analysis of
                      Financial Condition and Results of Operations..     11



                              OHIO VALLEY BANC CORP
                           CONSOLIDATED BALANCE SHEETS


                                                     June 30,       December 31,
                                                       1996             1995
ASSETS
Cash and noninterest-bearing deposits with banks   $  6,393,621     $  7,605,748
Federal funds sold                                                     3,625,000
     Total cash and cash equivalents                  6,393,621       11,230,748
Interest-bearing balances with banks                     52,461           50,880
Securities available for sale (Note 2)               27,936,467       33,402,258
Securities held to maturity (Approximate market value:
   $43,165,000 and $49,616,000 respectively) (Note 2)43,216,924       49,350,373
Total loans (Note 3)                                239,231,128      216,756,892
Allowance for loan losses (Note 4)                  (2,648,505)      (2,388,639)
     Net loans                                      236,582,623      214,368,253
Premises and equipment, net                           5,720,098        5,577,841
Accrued interest receivable                           2,310,265        2,407,319
Other assets                                            986,621          656,992
          Total assets                             $323,199,080     $317,044,664

LIABILITIES
Noninterest-bearing deposits                       $ 33,657,022     $ 33,299,593
Interest-bearing deposits                           241,615,516      239,069,007
     Total deposits                                 275,272,538      272,368,600
Securities sold under agreements to repurchase        8,817,296        9,504,350
Other borrowed funds (Note 6)                         7,357,269        4,729,201
Accrued liabilities                                   3,251,632        2,865,035
          Total liabilities                         294,698,735      289,467,186

SHAREHOLDERS' EQUITY
Common stock ($10.00 stated value, 5,000,000 shares authorized; 1,298,975 shares
 issued  and  outstanding  at  June  30,  1996,   1,029,325  shares  issued  and
 outstanding at December 31, 1995)                   12,989,750       10,293,250
Surplus                                              12,135,263       11,838,736
Retained earnings                                     3,388,049        5,081,704
Net unrealized gains(losses)avail-for-sale securities   (12,717)         363,788
   Total shareholders' equity                        28,500,345       27,577,478
        Total liabilities and shareholders' equity $323,199,080     $317,044,664

               See notes to the consolidated financial statements.
                                        1





                              OHIO VALLEY BANC CORP
                        CONSOLIDATED STATEMENTS OF INCOME

                           Three months ended              Six months ended
                                 June 30,                       June 30,
                           1996           1995            1996           1995
Interest income:
Int and fees on loans $  5,522,133   $  4,814,922    $ 10,724,617   $  9,384,827
Int and dividends on
 investment  securities
   Taxable                 844,324      1,090,582       1,742,276      2,132,790
   Nontaxable              153,860        118,985         309,418        219,823
   Dividends                37,528         32,741          74,743         64,998
                         1,035,712      1,242,308       2,126,437      2,417,611
Int on federal funds sold   57,333        122,923         136,580        205,232
Int on deposits with banks     652         73,101           1,309        150,463
   Int on investments    1,093,697      1,438,332       2,264,326      2,773,306
      Total int income   6,615,830      6,253,254      12,988,943     12,158,133

Interest expense:
Interest on deposits     2,786,358      2,991,089       5,620,599      5,749,486
Interest on repurchase
   agreements               88,314        171,218         188,198        339,767
Interest on other
  borrowed funds            77,994         74,018         148,770        148,966
     Total int expense   2,952,666      3,236,325       5,957,567      6,238,219

Net interest income      3,663,164      3,016,929       7,031,376      5,919,914
Provision for loan
 losses (Note 5)           281,274        134,000         519,076        209,000
Net int income after
 provision               3,381,890      2,882,929       6,512,300      5,710,914

Other income:
Service charges on deposit
   accounts                198,718        186,103         380,195        358,086
Trust division income       45,962         67,757         121,570        124,462
Other operating income      84,544         59,055         166,210        125,977
     Total other income    329,224        312,915         667,975        608,525

Other expense:
Salaries and employee
  benefits               1,494,240      1,276,274       2,908,329      2,551,541
FDIC premiums                  500        148,656           1,000        297,313
Occupancy expense          103,235         86,057         227,087        173,687
Furniture and equip exp    150,679        128,786         294,147        257,367
Data processing expense    123,118         87,032         229,855        174,032
Other operating expense    705,790        557,776       1,362,354      1,104,383
     Total other expense 2,577,562      2,284,581       5,022,772      4,558,323

                                   (Continued)
                                        2



                              OHIO VALLEY BANC CORP
                  CONSOLIDATED STATEMENTS OF INCOME (Continued)


                           Three months ended              Six months ended
                                 June 30,                       June 30,
                           1996           1995            1996           1995

Income before federal
 income taxes         $  1,133,552   $    911,263    $  2,157,503   $  1,761,116
Provision for income
 taxes                     333,227        274,542         630,612        533,198

Net income            $    800,325   $    636,721    $  1,526,891   $  1,227,918


Earnings per share
 (Note 1):            $        .62   $        .51    $       1.18   $       1.21

Dividends per share
 (Note 1):            $        .25   $        .24    $        .49   $        .47

Weighted average shares
   outstanding (Note 1): 1,295,264      1,260,565       1,292,128      1,255,811


               See notes to the consolidated financial statements.
                                        3



                              OHIO VALLEY BANC CORP
                  CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
                             IN SHAREHOLDERS' EQUITY


                          Three months ended              Six months ended
                               June 30,                       June 30,
                          1996           1995            1996           1995


Balance at beginning
 of period           $ 27,987,692   $ 25,004,141    $ 27,577,478   $ 24,387,516

Net income                800,326        636,721       1,526,891      1,227,918

Proceeds from issuance of common
   stock through the dividend
   reinvestment plan      271,970        256,573         413,237        502,335

Cash paid in lieu of fractional shares
   in stock split          (9,214)       (11,216)         (9,214)       (11,216)

Cash dividends           (322,744)      (301,193)       (631,542)      (585,220)

Net change in unrealized
   depreciation on available-for-sale
    securities           (227,685)         9,034        (376,505)        72,727

Balance at
    end of period    $ 28,500,345   $ 25,594,060    $ 28,500,345   $ 25,594,060


               See notes to the consolidated financial statements.
                                        4



                              OHIO VALLEY BANC CORP
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                Six months ended June 30,
                                                1996                1995

Net cash from operating activities          $  2,600,602        $  2,121,989

Investing activities
     Proceeds from maturities of 
        available-for-sale securities          8,500,000           1,968,491
     Purchases of available-for-sale 
        securities                            (3,545,078)         (1,968,491)
     Proceeds from maturities of 
        held-to-maturity securities            6,635,324           8,029,848
     Purchase of held-to-maturity securities    (527,618)        (10,831,077)
     Change in interest-bearing deposits 
        in other banks                            (1,581)          1,007,699
     Proceeds from sale of student loans                             268,894
     Loans purchased                                                 138,917
     Net increase in loans                   (22,716,370)         (7,920,763)
     Purchase of premises and equipment, net    (399,839)           (309,003)
          Net cash from investing activities (12,055,162)         (9,615,485)

Financing activities
     Net increase in deposit accounts          2,903,938           4,545,343
     Cash dividends                             (631,542)           (585,220)
     Cash paid in lieu of fractional shares 
        in stock split                            (9,214)            (11,216)
     Proceeds from issuance of common stock      413,237             502,335
     Change in securities sold under 
        agreements to repurchase                (687,054)            492,716
     Proceeds from other borrowed funds        7,649,523
     Repayment of other borrowed funds        (5,021,455)           (181,964)
          Net cash from financing activities   4,617,433           4,761,994

Increase (decrease) in cash and cash 
   equivalents                                (4,837,127)         (2,731,502)
Cash and cash equivalents at beginning 
   of period                                  11,230,748          12,947,047
Cash and cash equivalents at end of period  $  6,393,621       $  10,215,545



               See notes to the consolidated financial statements
                                        5


                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


    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 June 30,  1996,  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,
    1995,  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 six
    months  ended June 30, 1996 and June 30, 1995,  Ohio Valley Banc Corp.  paid
    interest in the amount of $6,355,629 and $5,841,515,  respectively.  For the
    six months  ended June 30,  1996 and June 30,  1995,  Ohio Valley Banc Corp.
    paid income taxes of $650,000 and $532,635, respectively.

    Earnings  per  share  is  computed  based  on the  weighted  average  shares
    outstanding  during the  period.  On April 3, 1996,  the Board of  Directors
    declared a 25% stock split to  shareholders of record on April 25, 1996. The
    stock split was recorded by  transferring  from retained  earnings an amount
    equal to the stated value of the shares issued.  Earnings and cash dividends
    per share amounts have been retroactively  adjusted to reflect the effect of
    the stock split.

    The Company  adopted  Statement  of Financial  Accounting  Standard No. 122,
    "Accounting for Mortgage  Servicing Rights," January 1, 1996, which requires
    companies  engaging in mortgage banking  activities to recognize as separate
    assets  rights to service  mortgage  loans for others.  The adoption of this
    statement had no impact on the Company's consolidated financial statements.


                                   (Continued)
                                        6



                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


    NOTE 2 - INVESTMENT SECURITIES

    The amortized  cost,  gross  unrealized  gains and losses and estimated fair
    values  of the  investment  securities,  as  presented  in the  consolidated
    balance sheet at June 30, 1996 and December 31, 1995 are as follows:
                                             June 30, 1996
                                         Gross          Gross        Estimated
                        Amortized      Unrealized     Unrealized        Fair
                           Cost          Gains          Losses         Values
Securities Available-for-Sale
U.S. Treasury
  securities           $ 25,524,119   $    223,383   $     65,439   $ 25,682,063
Marketable equity
  securities              2,431,617                       177,213      2,254,404
     Total securities  $ 27,955,736   $    223,383   $    242,652   $ 27,936,467

Securities Held-to-Maturity
U.S. Government agency
 securities            $ 29,440,477   $     80,132   $    247,723   $ 29,272,886
Obligations of state and
 political subdivisions  12,429,914        216,731         84,805     12,561,840
Corporate Obligations       759,593          4,532                       764,125
Mortgage-backed securities  586,940          1,159         26,824        561,275
     Total securities  $ 43,216,924   $    302,554   $    359,352   $ 43,160,126


                                             December 31, 1995
                                         Gross          Gross        Estimated
                        Amortized      Unrealized     Unrealized        Fair
                           Cost          Gains          Losses         Values
Securities Available-for-Sale
U.S. Treasury
  securities           $ 30,471,046   $    724,714   $     25,072   $ 31,170,688
Marketable equity
  securities              2,380,017                       148,447      2,231,570
     Total securities  $ 32,851,063   $    724,714   $    173,519   $ 33,402,258

 Securities Held-to-Maturity
U.S. Government agency
 securities            $ 34,935,131   $    258,698   $    286,236   $ 34,907,593
Obligations of state and
 political subdivisions  12,280,605        317,478         28,265     12,569,818
Corporate Obligations     1,511,996         19,393            389      1,531,000
Mortgage-backed securities  622,641          1,426         16,905        607,162
     Total securities  $ 49,350,373   $    596,995   $    331,795   $ 49,615,573




                                   (Continued)
                                        7



                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


    NOTE 2 - INVESTMENT SECURITIES (Continued)

    The amortized cost and estimated fair value of debt investment securities at
    June 30, 1996, by contractual  maturity,  are shown below. Actual maturities
    may differ from contractual  maturities  because certain  borrowers 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          $  5,527,826    $  5,522,188    $ 11,367,304    $ 11,307,649
 Due in one to
   five years         19,996,293      20,159,875      24,891,927      24,795,758
 Due in five to ten years                              6,370,753       6,495,444
 Mortgage-backed securities                              586,940         561,275
 Total debt
   securities       $ 25,524,119    $ 25,682,063    $ 43,216,924    $ 43,160,126

    Gains and losses on the sale of investment  securities are determined  using
    the specific  identification  method.  There were no sales of debt or equity
    securities during the first six months of 1996 or 1995.


    NOTE 3 - LOANS

    Total loans as presented on the balance sheet are comprised of the following
    classifications:

                                                      June 30,      December 31,
                                                        1996            1995
Real estate loans                                   $110,025,016    $104,398,656
Commercial and industrial loans                       55,398,041      44,374,561
Consumer loans                                        71,580,059      66,783,608
Other loans                                            1,958,011       1,200,067
                                                    $238,961,127    $216,756,892

At June  30,  1996 and  December  31,  1995,  loans on  nonaccrual  status  were
approximately $1,792,000 and $963,000, respectively. Loans past due more than 90
days and still  accruing at June 30, 1996 and December 31, 1995 were  $1,496,000
and $2,395,000,  respectively.  Other real estate owned at June 30, 1996 totaled
$192,046 compared to $202,046 at December 31, 1995.




                                   (Continued)
                                        8




                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


    NOTE 4 - ALLOWANCE FOR LOAN LOSSES

    A summary of  activity in the  allowance  for loan losses for the six months
    ended June 30, 1996 and June 30, 1995 is as follows:
                                                         1996             1995

    Balance - January 1,                           $  2,388,639     $  2,183,766
    Loans charged off:
         Real estate                                      1,250           28,173
         Commercial                                      73,374          181,636
         Consumer                                       217,977          165,365
              Total loans charged off                   292,601          375,174
    Recoveries of loans:
         Real estate                                                           6
         Commercial                                         103            2,704
         Consumer                                        33,288           24,929
              Total recoveries                           33,391           27,639

    Net loan charge-offs                              (259,210)        (347,535)

    Provision charged to operations                     519,076          209,000
    Balance - June 30,                             $  2,648,505     $  2,045,231

    Information regarding impaired loans at June 30, 1996 and June 30, 1995:

                                                       1996             1995
    Balance of impaired loans                      $  1,604,628     $    598,255

         Less portion for which no allowance for loan losses is allocated

         Portion of impaired loan balance for which an allowance for
              credit losses is allocated           $  1,604,628     $    598,255

         Portion of allowance for loan losses allocated to the impaired
              loan balance                         $    100,000     $    100,000

    Information regarding impaired loans for the periods ended June 30, 1996 and
    June 30, 1995:

         Average investment in
               impaired loans for the year         $  1,556,373     $    638,278

         Interest income recognized on
               impaired loans including
               interest income recognized
               on a cash basis                            9,396           27,956

         Int income recognized on impaired
               loans on a cash basis                      9,396


                                   (Continued)
                                        9



                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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

     The Company, through its subsidiary bank, grants residential, consumer, and
     commercial loans to customers  located  primarily in the southeastern  Ohio
     area. Approximately 9.53% of total loans are unsecured at June 30, 1996.

     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 June 30, 1996,  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
     $28,975,000.

     NOTE 6 - OTHER BORROWED FUNDS

     Other  borrowed  funds at June 30, 1996 and December 31, 1995 are primarily
     comprised of advances  from the Federal Home Loan Bank (FHLB).  Pursuant to
     collateral  agreements  with the FHLB,  advances are secured by  qualifying
     first mortgage loans.  Advances at June 30, 1996 and December 31, 1995 have
     original principal balances totaling  $8,000,000.  Interest expense on FHLB
     advances for the six months  ending June 30, 1996 and 1995 was $137,352 and
     $143,566,  respectively Promissory notes are due at various dates through a
     final maturity date of May 29, 2002.

                                Interest            Balance            Balance
         Maturity                 Rates            at 6/30/96       at 12/31/95

           1996                   5.50           $  2,000,000
           1998                   5.55                456,757      $     464,674
           2000                6.00-6.15            1,500,000          1,500,000
           2002                5.80-6.10            2,465,287          2,624,947
         Total FHLB borrowings                      6,422,044          4,589,621
     Promissory notes          4.50-7.10              935,225            139,580
           Total                                 $  7,357,269      $   4,729,201

     The following  table is a summary of the scheduled  principal  payments for
     these borrowings at June 30, 1996:
                        1996    1997      1998      1999       2000   Thereafter

     FHLB
       borrowings $2,201,915 $ 362,881 $ 797,305 $ 389,718 $1,913,709 $  756,516

     Promissory notes 49,512   784,532    10,230    15,981     16,780     58,190


                                   (Continued)
                                       10

                              OHIO VALLEY BANC CORP


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 June 30,  1996,  compared to December  31,  1995,  and the
consolidated  results of operations for the year-to-date  and quarterly  periods
ending June 30, 1996,  compared to the same periods in 1995. 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

Ohio Valley Banc Corp.'s  consolidated  total assets grew by $6,154,000 or 1.94%
for the first six months of 1996 to reach  $323,199,000.  During that time,  the
Bank  experienced  an  increase  in  loans  of  $22,474,000  and a  decrease  in
investment  securities  of  $11,599,000.  In  addition,  total  deposits  are up
$2,904,000 and other borrowed funds are up $2,628,000. These changes represent a
strategy  employed by management to restructure its balance sheet mix to achieve
higher performance. Maturing investment securities were used to fund loans where
higher yields were recognized and an added benefit of using  investments to fund
loans was that management did not have to be as aggressive on pricing  deposits.
The end result was a higher yield on earning assets and a lower cost of funds.

For the first half of 1996, management generated a 10.37% increase in total loan
balances.  The largest  contributor to the growth in loans was commercial  loans
which grew  $11,023,000  or 24.84% from December 31, 1995 to June 30, 1996.  For
the same time period, mortgage loans and consumer loans increased $5,626,000 and
$5,066,000,  respectively.  At June 30, 1996, the ratio of loans to deposits was
86.91%  compared to 79.58% at December 31, 1995.  The increase in this ratio was
due to management  utilizing  matured  investment  securities to partially  fund
loans as loans grew faster than deposits.  Loans past due more than 90 days plus
loans placed on  nonaccrual  status were  approximately  $3,387,000  or 1.42% of
outstanding  balances  at June  30,  1996  compared  to  $3,358,000  or 1.55% of
outstanding balances at the end of 1995. For the first half of 1996,  management
provided an additional $310,000 to the allowance for loan losses compared to the
provision  expense  for the first  half of 1995.  As a result  of the  Company's
continued loan growth and introduction of Loan Central,  Inc., a finance company
which  emphasizes  consumer  loans,  management  expects the  provision for loan
losses to  remain at its  current  level  adjusted  to  reflect  charges  to the
allowance for any account carrying a specific allocation.

                                       11


Total investment securities declined 14.02% from December 31, 1995. The decrease
in investments  was due to the  reinvestment  of maturities and calls into loans
where higher yields were  recognized.  U.S.  Treasury notes and U.S.  Government
agencies  declined  $5,489,000 and  $5,495,000  from December 31, 1995. The fair
market value of the  investment  portfolio was less than the  amortized  cost by
$76,000 at June 30, 1996 compared to an $816,000 unrealized gain at December 31,
1995. The decrease in market value was due to an increase in market rates during
the first half of 1996. Within the Company's investment portfolio are securities
which are considered to be structured notes.

Structured notes are debt securities other than mortgage-backed securities whose
cash  flow  characteristics  depend  on one or more  indices  and/or  that  have
embedded  forward,  put or  call  options.  The  investment  portfolio  contains
$17,000,000 of structured notes which represents 23.89% of the entire portfolio.
The fair market value of these  securities  was less than the amortized  cost by
$206,000  or  1.48%.  Management  has the  ability  and  intends  to hold  these
securities to maturity.  The Company has had no sales of  investment  securities
during 1996 and does not anticipate any sales.

Total  deposits at June 30,  1996,  of  $275,273,000  represents  an increase of
$2,904,000  or 1.07% from  December 31, 1995.  Time  deposits  accounted for the
growth by increasing  $2,233,000.  Savings and interest-bearing  demand deposits
are up slightly.

Other  borrowed  funds are  primarily  advances  from the Federal Home Loan Bank
(FHLB),  which are used to fund loan growth and  management has matched the FHLB
advance repayment terms with loans that have similar repayments. The increase in
promissory  notes are a result of Loan  Central  utilizing  this type of debt to
fund loan growth.

Total  shareholders'  equity at June 30, 1996 of  $28,500,000  was 3.35% greater
than the balance of  $27,577,000  on December  31,  1995.  Contributing  to this
increase was year-to-date income of $1,527,000 and proceeds from the issuance of
common  stock  through the  dividend  reinvestment  plan of  $413,000  less cash
dividends paid of $632,000,  or $.59 per share  (adjusted for stock split).  The
cash  dividend  represents  41.36%  of the  year-to-date  income;  although  the
Dividend  Reinvestment  Plan  effectively  reduces  the payout  ratio to 14.30%.
Management's  decision to effect a five for four stock split was  generated by a
desire  to make the  Company's  common  stock  more  accessible  to the  smaller
investor.

                                       12


RESULTS OF OPERATIONS

Ohio Valley  Banc  Corp.'s net income was  $800,000  for the second  quarter and
$1,527,000 for the first six months of 1996, up 25.70% and 24.35%, respectively,
compared to $637,000 and $1,228,000 for the same periods in 1995.  Comparing the
first half of 1996 to the first half of 1995,  return on average assets was .96%
compared to .78% and return on average equity was 10.97% compared to 9.94%.  The
Company's  net  income  per  share for the  second  quarter  was $.62,  a 21.57%
increase  over 1995's  $.51 and $1.18 for the first six  months,  up 20.41% over
1995's $.98,  adjusted for the five for four stock  split.  Contributing  to the
gain in net income over June 30,  1995's  performance  was net  interest  income
which  exceeded the  year-to-date  and second quarter of last year by $1,111,000
and $646,000.  Total interest income was up $831,000 and total interest  expense
was down  $281,000 for the first six months of 1996  compared to the same period
in 1995.  Due to the  change in  balance  sheet mix as  discussed  earlier,  the
Company   had  an   increase   in  the  spread   between   earning   assets  and
interest-bearing  liabilities.  Management  does not  expect  this  trend to the
interest margin to continue  indefinitely.  The Bank's  adjusted  cumulative gap
reflects a modest  asset  sensitive  position of 1.16% in the time frame of less
than one year.  This gap position is well within the Bank's Asset and  Liability
Policy of plus or minus 15%. As a result,  the  Company  does not expect a large
change in net interest  income due to an increase or decrease in interest rates.
See the gap table on pages 15 and 16 for more detailed  information on asset and
liability ratios.

Other  income  increased  $59,000 and $16,000 over the  year-to-date  and second
quarter of 1995.  The  increase is primarily  due to service  charges on deposit
accounts.  Other expense increased $293,000 or 12.82% over the second quarter of
1995 and  increased  $464,000 or 10.19%  over the first six months of 1995.  The
increase in salary and employee benefits was due to an increase in the number of
full-time equivalent employees from 183 at June 30, 1995 to 188 at June 30, 1996
and from annual  merit  increases.  The  increase in  occupancy,  furniture  and
equipment,  and other operating  expenses were caused by the expense  associated
with the  establishment of two offices for Loan Central,  Inc. and an additional
building for the Bank used for general office space.  The Bank's  insurance rate
per $100 of deposits  for the first half of 1996 was $0 compared to $.23 for the
first half of 1995. As a result, FDIC premiums are down significantly.

                                       13


CAPITAL RESOURCES

Shareholders'   equity  totaled  $28,500,000  at  June  30,  1996,  compared  to
$27,577,000  at December  31,  1995.  All of the capital  ratio's  exceeded  the
regulatory minimum guidelines as identified in the following table:

                                    Company Ratios                   Regulatory
                             June 30, 1996    December 31, 1995        Minimum
                             -------------    -------------------      --------

Tier 1 risk-based capital       12.56%                13.27%              4.00%
Total risk-based capital ratio  13.73%                14.45%              8.00%
Leverage ratio                   8.77%                 8.54%         4.00-5.00%

Cash  dividends  paid of  $632,000  ($.49 per share) for the first six months of
1996  represents a 7.92%  increase over the cash  dividends paid during the same
period in 1995 ($.47 per share).  The increase in cash  dividends paid is due to
the additional shares  outstanding during 1996 which were not outstanding during
1995 and to the increase in the dividend  paid per share.  During the first half
of 1996,  the Company issued 11,671 shares under the dividend  reinvestment  and
stock purchase  plan. At June 30, 1996,  approximately  54% of the  shareholders
were enrolled in the dividend reinvestment plan.

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,   securities   available-for-sale  and
held-to-maturity  securities maturing within one year of $45,750,000 represented
14.16% of total  assets at June 30,  1996.  In  addition,  the  Corporation  has
established  a  $16,200,000  line of credit with the  Federal  Home Loan Bank in
Cincinnati to further enhance the bank's ability to meet liquidity demands.  The
Company  experienced a decrease of $4,837,000 in cash and cash  equivalents  for
the six months ended June 30, 1996. See the condensed  consolidated statement of
cash flows on page 5 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  southeastern  Ohio.  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.

                                       14




                                                OHIO VALLEY BANC CORP
                                              RATE SENSITIVITY ANALYSIS
                                                  As of June 30, 1996




                                                                                             Non-rate
                                                                                            Sensitive
                                               1 To            3 To            1 To           & Over
                                              90 Days        12 Months        5 Years         5 Years          Total
                                                                                          
ASSETS
    Interest-earning assets:
         Interest-bearing balances
            with banks                    $     52,461                                                    $     52,461
         Investment securities              11,628,948    $ 14,335,966    $ 36,563,316    $  8,625,161      71,153,391
         Total loans                        58,614,742      84,543,903      46,626,588      49,445,895     239,231,128
              Total interest-
                earning assets              70,296,151      98,879,869      83,189,904      58,071,056     310,436,980

    Noninterest-earning assets:
         Cash and noninterest-bearing
            deposits with banks                                                              6,393,621       6,393,621
         Bank premises and equipment                                                         5,720,098       5,720,098
         Accrued interest receivable                                                         2,310,265       2,310,265
         Other assets                                                                          986,621         986,621
         Less: Allowance for loan losses                                                    (2,648,505)     (2,648,505)
                   Total assets           $ 70,296,151    $ 98,879,869    $ 83,189,904    $ 70,833,156    $323,199,080



                                   (Continued)
                                       15





                                               OHIO VALLEY BANC CORP
                                       RATE SENSITIVITY ANALYSIS (Continued)
                                               As of June 30, 1996





                                                                                             Non-rate
                                                                                            Sensitive
                                               1 To            3 To            1 To           & Over
                                             90 Days        12 Months        5 Years         5 Years          Total
                                                                                          
    LIABILITIES AND
       SHAREHOLDERS' EQUITY 
    Interest-bearing liabilities:
         Interest-bearing deposits        $ 87,672,769    $ 65,753,785    $ 84,321,962    $  3,867,000    $241,615,516
         Securities sold under agreements
           to repurchase                     8,817,296                                                       8,817,296
         Other borrowed funds                2,132,906       1,046,787       3,588,891         588,685       7,357,269
              Total interest-bearing
              liabilities                   98,622,971      66,800,572      87,910,853       4,455,685     257,790,081

    Noninterest-bearing liabilities:
         Noninterest-bearing deposits                                                       33,657,022      33,657,022
         Accrued liabilities                                                                 3,251,632       3,251,632
         Total shareholders' equity                                                         28,500,345      28,500,345
              Total liabilities and
                 shareholders' equity     $ 98,622,971    $ 66,800,572    $ 87,910,853    $ 69,864,684    $323,199,080

    Rate sensitive gap                    $(28,326,820)   $ 32,079,297    $ (4,720,949)   $ 53,615,371    $ 49,162,112
    Rate sensitive gap as a
       percentage of total assets                (8.77)%          9.93 %         (1.46)%         16.59 %         15.21 %

    Cumulative gap                        $(28,326,820)   $  3,752,477    $   (968,472)   $ 52,646,899
    Cumulative gap as a
       percentage of total assets                (8.77)%          1.16 %         (0.30)%         16.29 %





                                       16



                              OHIO VALLEY BANC CORP
                           Part II - Other Information



Submission of Matters to a Vote of Security Holders

Ohio Valley Banc Corp. held its Annual Meeting of Shareholders on April 3,1996,
for the purpose of electing directors and increasing the number of authorized
shares of the Company from 2,000,000 to 5,000,000.  Shareholders received proxy
materials containing the information required by these items. Three Directors,
James L. Dailey, Morris E. Haskins, and W. Lowell Call, were nominated for
reelection and were reelected.  The proposal to increase the number of shares
authorized was approved. The summary of voting of the 1,032,639 shares
outstanding were as follows:

Director Candidate     Shares voted:   For     Against   Abstain

James L. Dailey                      861,616     818
Morris E. Haskins                    862,434
W. Lowell Call                       862,434

Increase in authorized shares        850,685    7,806     3,943

170,205 shares were not voted.

Exhibits and Reports on Form 8-K

A.   Exhibits - not applicable
B.   Reports - Form 8-K - No reports on Form 8-K were filed by the Registrant
     during the first six months of 1996.



                                OHIO VALLEY BANC CORP.


    Date  August 13, 1996       /S/ James L. Dailey
                                James L. Dailey
                                Chairman and Chief Executive Officer


    Date  August 13, 1996       /S/ Jeffrey E. Smith
                                Jeffrey E. Smith
                                President, Chief Operating Officer
                                and Treasurer



                                       17