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, 1997


                         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.
                                          
                                Yes    X       No
                                    -------       -------

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

       Common stock, $1.00 stated value          Outstanding at July 31, 1997
                                                 1,777,707 common shares



                              OHIO VALLEY BANC CORP
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1997



                         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


                          Part II - Other Information

    Other Information and Signatures ................................     14 


                              OHIO VALLEY BANC CORP
                           CONSOLIDATED BALANCE SHEETS


                                                     June 30,      December 31,
                                                       1997            1996
                                                   ------------    -------------
ASSETS
Cash and noninterest-bearing deposits with banks   $ 12,024,330    $  8,687,640
Federal funds sold                                    1,425,000       
                                                   ------------    ------------
     Total cash and cash equivalents                 13,449,330       8,687,640
Interest-bearing balances with banks                     66,595          77,618
Securities available-for-sale (Note 2)               32,900,731      30,591,988
Securities held-to-maturity (Approximate market
   value: $33,870,000 and $36,253,000)(Note 2)       33,590,014      35,996,835
Total loans (Note 3)                                262,876,236     254,044,106
Allowance for loan losses (Note 4)                   (3,145,751)     (3,080,494)
                                                   ------------    ------------ 
     Net loans                                      259,730,485     250,963,612
Premises and equipment, net                           7,225,146       6,365,672
Accrued interest receivable                           2,224,329       2,354,809
Other assets                                          6,871,243       5,884,503
                                                   ------------    ------------
          Total assets                             $356,057,873    $340,922,677
                                                   ============    ============

LIABILITIES
Noninterest-bearing deposits                       $ 34,174,949    $ 34,091,593
Interest-bearing deposits                           254,018,686     247,733,542
                                                   ------------    ------------
     Total deposits                                 288,193,635     281,825,135
Securities sold under agreements to repurchase       16,767,912       8,713,972
Other borrowed funds (Note 6)                        14,090,575      17,210,117
Accrued liabilities                                   5,100,582       2,795,452
                                                   ------------    ------------
          Total liabilities                         324,152,704     310,544,676
                                                   ------------    ------------

SHAREHOLDERS' EQUITY
Common stock ($1.00 stated value, 5,000,000
   shares authorized; 1,777,707 shares issued
   and outstanding at June 30, 1997; $10.00     
   stated value, 1,318,262 shares issued and
   outstanding at December 31, 1996)                  1,777,707      13,182,620
Surplus                                              25,060,211      12,618,641
Retained earnings                                     4,934,820       4,376,500
Net unrealized gains on available-for-sale               
   securities                                           132,431         200,240
                                                   ------------    ------------
   Total shareholders' equity                        31,905,169      30,378,001
                                                   ------------    ------------
          Total liabilities and                    
             shareholders' equity                  $356,057,873    $340,922,677
                                                   ============    ============

               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,
                                         1997           1996            1997           1996
                                     ------------   ------------    ------------   ------------
                                                                       
Interest income:
   Interest and fees on loans        $  6,439,567   $  5,522,133    $ 12,584,031   $ 10,724,617
   Interest and dividends on
    investment  securities
      Taxable                             798,820        844,324       1,592,770      1,742,276
      Nontaxable                          153,941        153,860         307,779        309,418
      Dividends                            51,803         37,528          96,226         74,743
                                     ------------   ------------    ------------   ------------
                                        1,004,564      1,035,712       1,996,775      2,126,437
   Interest on federal funds sold          71,854         57,333          84,236        136,580
   Interest on deposits with banks          1,288            652           2,440          1,309
                                     ------------   ------------    ------------   ------------
      Interest on investments           1,077,706      1,093,697       2,083,451      2,264,326
                                     ------------   ------------    ------------   ------------
         Total interest income          7,517,273      6,615,830      14,667,482     12,988,943

Interest expense:
   Interest on deposits                 3,153,843      2,786,358       6,132,656      5,620,599
   Interest on repurchase agreements       90,401         88,314         160,262        188,198
   Interest on other borrowed funds       220,702         77,994         470,246        148,770
                                     ------------   ------------    ------------   ------------
        Total interest expense          3,464,946      2,952,666       6,763,164      5,957,567                                  
                                     ------------   ------------    ------------   ------------                                  
        
Net interest income                     4,052,327      3,663,164       7,904,318      7,031,376
Provision for loan losses (Note 4)        202,493        281,274         501,975        519,076
                                     ------------   ------------    ------------   ------------
Net interest income after provision     3,849,834      3,381,890       7,402,343      6,512,300
                         
Other income:
   Service charges on deposit accounts    192,955        198,718         379,874        380,195
   Trust division income                   48,665         45,962          96,360        121,570
   Other operating income                 181,420         84,544         368,140        166,210
                                     ------------   ------------    ------------   ------------
        Total other income                429,040        329,224         844,374        667,975

Other expense:
   Salaries and employee benefits       1,716,934      1,494,240       3,399,469      2,908,329
   FDIC premiums                            8,970            500          17,468          1,000
   Occupancy expense                      128,147        103,235         250,564        227,087
   Furniture and equipment expense        184,454        150,679         325,801        294,147
   Data processing expense                156,000        123,118         312,000        229,855
   Other operating expense                822,219        705,790       1,604,530      1,362,354
                                     ------------   ------------    ------------   ------------
        Total other expense             3,016,724      2,577,562       5,909,832      5,022,772
                                     ------------   ------------    ------------   ------------


                                                  (Continued)
                                                     
                                                       2



                                             OHIO VALLEY BANC CORP
                                 CONSOLIDATED STATEMENTS OF INCOME (Continued)


                                         Three months ended              Six months ended
                                               June 30,                       June 30,
                                         1997           1996            1997           1996
                                     ------------   ------------    ------------   ------------

                                                                                
Income before federal income taxes   $  1,262,150   $  1,133,552    $  2,336,885   $  2,157,503
Provision for income taxes                352,863        333,227         642,736        630,612
                                     ------------   ------------    ------------   ------------
Net income                           $    909,287   $    800,325    $  1,694,149   $  1,526,891
                                     ============   ============    ============   ============


Earnings per share (Note 1):         $        .51   $        .47    $        .96   $        .89
                                     ============   ============    ============   ============
                           
Dividends per share (Note 1):        $        .20   $        .18    $        .39   $        .36
                                     ============   ============    ============   ============
                             
Weighted average shares
   outstanding (Note 1):                1,773,477      1,727,019       1,768,433      1,722,837


                             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,
                                        1997           1996            1997           1996
                                    ------------   ------------    ------------   ------------

                                                                               
Balance at beginning of period      $ 30,964,683   $ 27,987,692    $ 30,378,001   $ 27,577,478

Net income                               909,287        800,325       1,694,149      1,526,891

Proceeds from issuance of common
   stock through the dividend
   reinvestment plan                     295,828        271,972         594,909        413,237

Cash paid in lieu of fractional
   shares in stock split                 (10,901)        (9,214)        (10,901)        (9,214)

Cash dividends                          (353,615)      (322,744)       (683,180)      (631,542)

Net change in unrealized 
   appreciation on available-
   for-sale securities                    99,887       (227,686)        (67,809)      (376,505)
                                    ------------   ------------    ------------   ------------

Balance at end of period            $ 31,905,169   $ 28,500,345    $ 31,905,169   $ 28,500,345
                                    ============   ============    ============   ============


                             See notes to the consolidated financial statements.

                                                       4



                              OHIO VALLEY BANC CORP
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                   Six months ended June 30,
                                                   1997                1996
                                               ------------        ------------

Net cash from operating activities             $  3,899,665        $  2,600,602

Investing activities
   Proceeds from maturities of
      securities available-for-sale               3,000,000           8,500,000
   Purchases of securities available-
      for-sale                                   (4,537,443)         (3,545,078)
   Proceeds from maturities of
      securities held-to-maturity                 4,032,227           6,635,324
   Purchase of securities held-to-maturity       (2,431,959)           (527,618)
   Change in interest-bearing deposits
      in other banks                                 11,023              (1,581)
   Net increase in loans                         (9,268,848)        (22,716,370)
   Purchase of premises and equipment, net       (1,146,701)           (399,839)
                                               ------------        ------------ 
        Net cash from investing activities      (10,341,701)        (12,055,162)

Financing activities
   Net change in deposits                         6,368,500           2,903,938
   Cash dividends                                  (683,180)           (631,542)
   Cash paid in lieu of fractional shares
      in stock split                                (10,901)             (9,214)
   Proceeds from issuance of common stock           594,909             413,237
   Change in securities sold under
      agreements to repurchase                    8,053,940            (687,054)
   Proceeds from long-term borrowings            11,200,000           7,649,523
   Repayment of long-term borrowings             (5,218,542)         (5,021,455)
   Change in other short-term borrowings         (9,101,000)
                                               ------------        ------------ 
        Net cash from financing activities       11,203,726           4,617,433
                                               ------------        ------------

Change in cash and cash equivalents               4,761,690          (4,837,127)
Cash and cash equivalents at beginning
   of year                                        8,687,640          11,230,748
                                               ------------       -------------
Cash and cash equivalents at end of year       $ 13,449,330       $   6,393,621
                                               ============       =============



               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,  1997,  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, 1996, 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,
1997 and June 30, 1996,  Ohio Valley Banc Corp.  paid  interest in the amount of
$6,016,077 and $6,355,629,  respectively. For the six months ended June 30, 1997
and June 30,  1996,  Ohio Valley Banc Corp.  paid income  taxes of $790,000  and
$650,000, respectively.

Earnings per share is computed based on the weighted average shares  outstanding
during the period. On April 9, 1997, the Board of Directors  declared a four for
three stock split to  shareholders  of record on April 21, 1997. 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.

On April 9, 1997, the shareholders approved a proposal to fix the stated capital
of the common  shares of the Company at one dollar per share,  a change from ten
dollars per share previously applied.










                                   (Continued)

                                        6



                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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 at March 31,
1997 and December 31, 1996 are as follows:

                                             June 30, 1997
                          -----------------------------------------------------
                                           Gross        Gross       Estimated
                           Amortized     Unrealized   Unrealized       Fair
                              Cost          Gains       Losses        Values
                          ------------   ----------   ----------   ------------
Securities Available-for-Sale
- -----------------------------
U.S. Treasury 
   securities             $ 28,570,225   $  313,060   $    5,410   $ 28,877,875
U.S. Government agency
   securities                1,027,253        2,378                   1,029,631
Marketable equity
   securities                3,102,600                   109,375      2,993,225
                          ------------   ----------   ----------   ------------
     Total securities     $ 32,700,078   $  315,438   $  114,785   $ 32,900,731
                          ============   ==========   ==========   ============

Securities Held-to-Maturity
- ---------------------------
U.S. Government agency
   securities             $ 20,191,313   $   70,180   $   76,390   $ 20,185,103
Obligations of state and
   political subdivisions   12,380,915      325,757       15,601     12,691,071
Corporate Obligations          505,780        4,670                     510,450
Mortgage-backed securities     512,006        1,197       29,915        483,288
                          ------------   ----------   ----------   ------------
     Total securities     $ 33,590,014   $  401,804   $  121,906   $ 33,869,912
                          ============   ==========   ==========   ============

                                           December 31, 1996
                          -----------------------------------------------------
                                           Gross        Gross       Estimated
                           Amortized     Unrealized   Unrealized       Fair
                              Cost          Gains       Losses        Values
                          ------------   ----------   ----------   ------------
Securities Available-for-Sale
- -----------------------------
U.S. Treasury
  securities              $ 28,038,794   $  432,570   $    4,176   $ 28,467,188
Marketable equity
  securities                 2,249,800                   125,000      2,124,800
                          ------------   ----------   ----------   ------------
     Total securities     $ 30,288,594   $  432,570   $  129,176   $ 30,591,988
                          ============   ==========   ==========   ============

Securities Held-to-Maturity
- ---------------------------
U.S. Government agency
 securities               $ 22,441,039   $  100,444   $   84,667   $ 22,456,816
Obligations of state and
 political subdivisions     12,252,242      288,961       29,808     12,511,395
Corporate Obligations          758,062        7,838                     765,900
Mortgage-backed securities     545,492        1,724       28,551        518,665
                          ------------   ----------   ----------   ------------
     Total securities     $ 35,996,835   $  398,967   $  143,026   $ 36,252,776
                          ============   ==========   ==========   ============


                                   (Continued)

                                        7



                              OHIO VALLEY BANC CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - SECURITIES (Continued)

The amortized cost and estimated fair value of debt securities at June 30, 1997,
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             $  7,458,529   $  7,520,000   $ 13,520,202   $ 13,475,277
 Due in one to
   five years            22,138,949     22,387,506     14,089,997     14,205,520
 Due in five to                                         
   ten years                                            5,467,809      5,705,827
  Mortgage-backed sec.                                    512,006        483,288
                       ------------   ------------   ------------   ------------
 Total debt
   securities          $ 29,597,478   $ 29,907,506   $ 33,590,014   $ 33,869,912
                       ============   ============   ============   ============

Gains and losses on the sale of  securities  are  determined  using the specific
identification  method.  There were no sales of debt or equity securities during
the first six months of 1997 or 1996.

NOTE 3 - LOANS

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

                                                      June 30,      December 31,
                                                        1997            1996
                                                    ------------    ------------
Real estate loans                                   $116,990,501    $113,648,586
Commercial and industrial loans                       67,342,788      63,174,969
Consumer loans                                        76,317,312      74,908,483
Other loans                                            2,225,635       2,312,068
                                                    ------------    ------------
                                                    $262,876,236    $254,044,106
                                                    ============    ============

At June  30,  1997 and  December  31,  1996,  loans on  nonaccrual  status  were
approximately $281,000 and $737,000,  respectively.  Loans past due more than 90
days and still  accruing at June 30, 1997 and December 31, 1996 were  $3,224,000
and $2,207,000,  respectively.  Other real estate owned at June 30, 1997 totaled
$217,110, unchanged from December 31, 1996.

                                   (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, 1997 and June 30, 1996 is as follows:

                                                      1997             1996
                                                  ------------     ------------

    Balance - January 1,                          $  3,080,494     $  2,388,639
    Loans charged off:
         Real estate                                     2,741            1,250
         Commercial                                    102,386           73,374
         Consumer                                      432,882          217,977
                                                  ------------     ------------
              Total loans charged off                  538,009          292,601
    Recoveries of loans:
         Real estate                                                            
         Commercial                                     15,103              103
         Consumer                                       86,188           33,288
                                                  ------------      -----------
              Total recoveries                         101,291           33,391

    Net loan charge-offs                              (436,718)        (259,210)

    Provision charged to operations                    501,975          519,076
                                                  ------------     ------------
    Balance - June 30,                            $  3,145,751     $  2,648,505
                                                  ============     ============

Information  regarding  impaired  loans at June 30, 1997 and June 30, 1996:

                                                       1997             1996
                                                   ------------     ------------
   Balance of impaired loans                       $    440,680     $  1,604,628

      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  $    440,680     $  1,604,628
                                                   ============     ============
      Portion of allowance for loan losses 
         allocated to the impaired loan balance    $    200,000     $    100,000
                                                   ============     ============

Information  regarding  impaired  loans for the periods  ended June 30, 1997 and
June 30, 1996:

         Average investment in impaired
            loans for the year                     $    444,759     $  1,556,373

         Interest income recognized on impaired
            loans including interest income
            recognized on a cash basis                                     9,396
             
         Interest 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  subsidiaries,  grants  residential,  consumer,  and
commercial loans to customers  located  primarily in the southeastern Ohio area.
Approximately 8.92% of total loans are unsecured at June 30, 1997.

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, 1997, 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 $37,530,000.

NOTE 6 - OTHER BORROWED FUNDS

Other  borrowed  funds at June 30, 1997 and December  31, 1996 are  comprised of
advances from the Federal Home Loan Bank (FHLB)and promissory notes. Pursuant to
collateral  agreements with the FHLB, advances are secured by certain qualifying
first mortgage loans which total $18,353,324 at June 30, 1997.  Promissory notes
have been issued  primarily by the Parent  Company and are due at various  dates
through a final maturity date of May 29, 2002.

                                Interest           Balance            Balance
         Maturity                Rates            at 3/31/97        at 12/31/96
         --------               -------          ------------       ------------

           1997                   5.83           $  1,000,000      $  11,675,000
           1998                5.55-6.05            7,604,248            448,616
           2000                6.00-6.15            1,500,000          1,500,000
           2002                5.80-6.10            2,131,301          2,300,788
                                                 ------------      -------------
         Total FHLB borrowings                     12,235,549         15,924,404
     Promissory notes          4.50-7.10            1,855,026          1,285,713
                                                 ------------      -------------
           Total                                 $ 14,090,575      $  17,210,117
                                                 ============      =============

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

                      1997      1998      1999      2000      2001    Thereafter
                      ----      ----      ----      ----      ----    ----------

FHLB borrowings  $1,214,301 $7,961,305 $ 389,718 $1,913,709 $ 439,178 $ 317,338

Promissory notes  1,178,844    585,230    15,981    16,780     52,650     5,541

                                   (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,  1997,  compared to December  31,  1996,  and the
consolidated  results of operations for the year-to-date  and quarterly  periods
ending June 30, 1997,  compared to the same periods in 1996. 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

Total assets at June 30, 1997,  were  $356,058,000  compared to  $340,923,000 at
December  31,  1996,   representing  an  increase  of  4.4%.  Total  loans  were
$262,876,000  at June 30, 1997,  which is $8,832,000  more than the December 31,
1996 level.  Total  deposits  increased  to  $288,194,000  at June 30, 1997 from
$281,825,000 at December 31, 1996.

For the  first  half of  1997,  commercial  loans  expanded  $4,168,000  or 6.6%
followed  by mortgage  loan growth of  $3,342,000  and  consumer  loan growth of
$1,409,000.  The ratio of loans to deposits was 91.2% at June 30, 1997, compared
to 90.1% at December 31, 1996.  The increase in this ratio was  attributable  to
loan growth along with funding  provided by securities sold under  agreements to
repurchase which have not been included in this ratio.  Loans past due more than
90 days plus loans placed on nonaccrual status were approximately  $3,505,000 or
1.33% of outstanding  balances at June 30, 1997, compared to $2,944,000 or 1.16%
of outstanding  balances at the end of 1996. As a percentage of total loans, the
allowance  for loan losses at June 30, 1997 was 1.20%  versus  1.21% at December
31, 1996.  Management  anticipates  that it will  continue its  provision to the
allowance  for loan losses at its current level for the  foreseeable  future and
believes the  allowance is adequate to absorb  inherent  losses in the portfolio
based on collateral values.

The  securities  portfolio  remained  level from December 31, 1996 as management
reinvested  maturing  securities in U.S.  Treasury notes or FHLB stock. The fair
market value of the portfolio was higher than the amortized  cost by $481,000 at
June 30, 1997  compared to a $559,000  unrealized  gain at  December  31,  1996.
Within  the  Company's  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  $10,500,000 of structured notes which represents 16% of the
entire  portfolio.  The fair market value of these  securities was less than the
amortized cost by $75,000 or .7%. Management has the ability and presently

                                       11


intends to hold  these  securities  to  maturity.  $2  million of step-up  bonds
matured during the first quarter of 1997.  $7.5 million of the structured  notes
are scheduled to mature in the second half of 1997. The Company has had no sales
of investment securities during 1997 and does not anticipate any sales.

Total  deposits at June 30,  1997,  of  $288,194,000  represents  an increase of
$6,369,000  or 2.3% from  December 31, 1996.  Time  deposits  accounted  for the
growth by increasing  $6,886,000.  Savings and interest-bearing  demand deposits
are down slightly.

Securities  sold  under  agreements  to  repurchase  increased  $8,054,000  from
December 31, 1996. Other borrowed funds are primarily  advances from the Federal
Home  Loan  Bank  (FHLB),  which  are used to fund  loan  growth  or  short-term
liquidity needs. Other borrowed funds are down $3,120,000 from December 31, 1996
due to the repayment of short-term borrowings.

Total shareholders' equity at June 30, 1997 of $31,905,000 was 5.0% greater than
the balance of $30,378,000 on December 31, 1996.  Contributing  to this increase
was  year-to-date  income of $1,694,000 and proceeds from the issuance of common
stock through the dividend  reinvestment  plan of $595,000  less cash  dividends
paid of $683,000,  or $.39 per share adjusted for stock split. The cash dividend
represents 40.3% of the year-to-date income;  although the Dividend Reinvestment
Plan  effectively  reduces the payout  ratio to 5.2%.


RESULTS OF OPERATIONS

Ohio Valley  Banc  Corp.'s net income was  $909,000  for the second  quarter and
$1,694,000  for the first six months of 1997,  up 13.6% and 11.0%,  compared  to
$800,000 and $1,527,000 for the same periods in 1996.  Second quarter net income
per share, adjusted for the stock split, was $.51, up 8.5% over last year's $.47
and for the first six months of 1997,  net  income  per share was $.96,  up 7.9%
over 1996's  $.89.  Comparing  the first half of 1997 to the first half of 1996,
return on average  assets was .98% compared to .96% and return on average equity
was 11.02% compared to 10.97%.

The Company's enhanced financial performance was primarily attributable to gains
in net interest  income which  exceeded the  year-to-date  and second quarter of
last year by $873,000 and $389,000.  The increase in net interest income was due
to the growth in earning assets combined with a higher net interest margin.

Total other income  increased  $176,000 and $100,000 over the  year-to-date  and
second  quarter of 1996.  The increase was related to earnings on life insurance
contracts  purchased in the fourth  quarter of 1996 to take advantage of the tax
preferenced nature of life insurance contracts and to support additional benefit
packages.  Total other  expense  increased  $887,000 or 17.7% over the first six
months of 1996 and increased  $439,000 or 17.0% over the second quarter of 1996.
With the establishment of additional  offices and growth in assets which require
more people to service, the number of full-time equivalent employees increased

                                       12


by 20 from June 30, 1996 to June 30, 1997.  Salary and employee  benefits are up
$491,000 over the first half of 1996 and are up $223,000 over the second quarter
of 1996. Data processing expenses increased in relation to the system conversion
and credit card  processing.  Contributing  to the  increase in other  operating
expense was the supplemental  retirement program established in 1997 and general
increases in overhead expenses.

CAPITAL RESOURCES

Shareholders'   equity  totaled  $31,905,000  at  June  30,  1997,  compared  to
$30,378,000  at December  31,  1996.  All of the capital  ratio's  exceeded  the
regulatory minimum guidelines as identified in the following table:

                                                  Company Ratios      Regulatory
                              June 30, 1997      December 31, 1996      Minimum
                              -------------     ------------------     --------

Tier 1 risk-based capital         12.4%                12.5%              4.00%
Total risk-based capital ratio    13.6%                13.8%              8.00%
Leverage ratio                     9.1%                 8.9%              4.00%

Cash  dividends  paid of $683,000 for the first six months of 1996  represents a
8.2% increase over the cash  dividends  paid during the same period in 1996. The
increase in cash  dividends  paid is due to the  additional  shares  outstanding
during 1997 which were not  outstanding  during 1996 and to the  increase in the
dividend  paid per  share.  During the first half of 1997,  the  Company  issued
17,697 shares under the dividend  reinvestment  and stock purchase plan. At June
30, 1997,  approximately  59% 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 the fair
value of  held-to-maturity  securities  maturing  within one year of $59,892,000
represented 16.8% of total assets at June 30, 1997. In addition, the Corporation
has established a $16,900,000  line of credit with the Federal Home Loan Bank in
Cincinnati to further enhance the bank's ability to meet liquidity  demands.  As
of June 30, 1997, the Bank had the full amount of the line of credit  available.
The Company  experienced an increase of $4,762,000 in cash and cash  equivalents
for the six months ended June 30, 1997. 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.

                                       13


                              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 9, 1997,
for the purpose of electing  directors  and fixing the stated  capital of common
shares of the  Company  at one dollar per  share.  Shareholders  received  proxy
materials  containing the information  required by these items. Three Directors,
Keith R.  Brandeberry,  Merrill L. Evans, and Thomas E. Wiseman,  were nominated
for reelection and were reelected. The proposal to fix the stated capital at one
dollar per share was  approved.  The summary of voting of the  1,325,937  shares
outstanding were as follows:

Director Candidate     Shares voted:   For     Against   Abstain
- ------------------                     ---     -------   -------

Keith R. Brandeberry                1,078,539   11,768
Merrill L. Evans                    1,069,013   21,294
Thomas E. Wiseman                   1,087,115    3,192

Proposal to fix the stated
capital of common shares of the
Company at one dollar per share     1,073,412    1,920    14,975

235,630 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 1997.



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


    Date  August 14, 1997          /S/ James L. Dailey
          -----------------        ------------------------------------
                                   James L. Dailey
                                   Chairman and Chief Executive Officer


    Date  August 14, 1997          /S/ Jeffrey E. Smith
          -----------------        ------------------------------------
                                   Jeffrey E. Smith
                                   President, Chief Operating Officer
                                   and Treasurer


                                       14