MESSAGE FROM MANAGEMENT
- -----------------------
Determination  is a word usually  reserved  for  physical  feats rather than the
day-to-day operations of a financial  institution.  However, it is determination
that separates Ohio Valley Banc Corp. from its competitors.

1998 was a year of unsurpassed effort by the OVB Team which rewarded its company
with a year of record  expansion of growth and earnings.  We would challenge any
company our size to accomplish  what our people did in 1998. The year led to the
opening  of three  new  SuperBanks,  one new Ohio  Valley  Bank,  and a new Loan
Central office. The Banc Corp. acquired a new subsidiary,  Jackson Savings Bank,
and Ohio Valley Bank installed  seven new ATMs at various  locations  throughout
our market area.

The year started  with the  February  opening of Loan  Central's  third  office,
located in Jackson,  Ohio.  That office was soon followed by the  convenient new
Ohio Valley Bank Point  Pleasant  facility  which  opened in mid March.  The new
full-service  office has already surpassed  expectations and has provided a base
of operations to launch further expansion into the West Virginia market.

During  the  summer  and  into  the  fall  the  fast  pace  pressed  on with the
back-to-back openings of three new SuperBanks: within the WalMart SuperCenter in
Gallipolis, Ohio; WalMart SuperCenter in Cross Lanes, West Virginia; and the Big
Bend Foodland in Pomeroy, Ohio.

The year  wrapped  up with the  acquisition  of  Jackson  Savings  Bank based in
Jackson,  Ohio. As of March 31, 1998,  the state  chartered  bank reported total
assets  of  $15.5  million  and  shareholders'   equity  of  $2.7  million.  JSB
contributed  $341.9  thousand  ($.12 per share) in net income for the company in
1998. At year's end the Bank's  president,  Harold A. Howe,  was welcomed to the
OVB Board of  Directors  as Jackson  Savings  Bank  embarks on its 100th year of
service.

Due to its experienced determination,  the growth and progress your company made
this year was  substantial.  Ohio  Valley  Banc Corp.  marked an increase in net
income of 9 percent  for 1998  compared  to a year ago.  Net income for 1998 was
$4.13 million  compared to $3.78 million for 1997, a gain of $348 thousand.  Net
income  per  share for the year was $1.47  versus  $1.38 per share in 1997.  The
increase  of $.09 per  share  represented  an  increase  of 6.52  percent. 


 
Cash  dividends  for 1998  were  $.55 per share  compared  to $.52 for 1997,  an
increase of 5.8  percent.  Earnings  and cash  dividends  per share are based on
weighted  average  number  of  shares  outstanding  of  2,801,892  for  1998 and
2,741,280 for 1997.

Total shareholders' equity increased by $3,846,000. The book value of your stock
increased $1.16 to $14.42 per share,  based on 2,818,413 shares  outstanding for
December 31, 1998 versus  1,876,099  for December 31, 1997.  The NASDAQ quote on
market value of Ohio Valley Banc Corp. stock at year end 1998 was $41.00 bid and
$42.00  ask.  The year end 1997 bid was  $23.33 and  $25.33  ask.  All per share
numbers have been  adjusted for the 50 percent  stock split  effective  April 8,
1998.

We expect  challenges as we move forward  toward the 21st Century.  One of those
challenges,  the year 2000 computer date change, we have prepared for. We highly
recommend you read the references to this problem and our preparations for it in
the Senior Reports.  Further  information  regarding the financial condition and
results of operation of your Company may be found in Management's Discussion and
Analysis of Operations contained in the financial report.

Three  officer  promotions  were made to  maintain  the  tremendous  growth your
company experienced this year. Cherie Barr was promoted to Senior Vice President
and  Secretary of Loan  Central,  Inc.;  Phil Miller to OVB  Assistant  Cashier,
Franklin County Region Manager;  and Keith Johnson to OVB Assistant  Cashier and
Collections Manager.

The SuperBank in Cross Lanes was constructed,  stocked and fully  operational in
only six weeks.  The tremendous  growth you've seen this past year is not just a
trend, it's a mission. A mission that's being accomplished through determination
from experienced employees. When no one thought it could be done, we did it. And
we'll do it again.

Ohio Valley Banc Corp.



James L. Dailey
Chairman of the Board and
Chief Executive Officer



Jeffrey E. Smith
President and
Chief Operating Officer



GROUP REPORTS
- -------------

1998 was a successful  year for all groups of Ohio Valley Banc Corp.  Credit for
many of the year's  accomplishments can be attributed to more than one group, as
all groups worked together for the good of the company.

1998 was an outstanding  year for the Retail Bank Group. Our Loan department set
a record for interest income.  Real estate lending was at an all time high, with
the  Waverly  Office  leading  in  originations.  Installment  lending  activity
continues to increase, as well as in our Indirect Lending department.

We  introduced  our new Gold Club.  This  package  features an interest  bearing
checking account with unlimited transactions, overdraft protection, an OVB VisaO
Gold card and other free services.

With  help  from the  Administrative  Services  team,  we  accomplished  several
projects that will afford our customers additional  convenience and services. We
placed eight new Automatic Teller Machines (ATMs) at various  convenient  stores
in Ohio and WV. And...if you happen to spot a bright, shiny, red thing on wheels
that says "Fast Cash",  that is our new mobile ATM. Be sure to watch for this at
upcoming   events   throughout  our  market  area.   And,  best  of  all,  OVB's
Administrative team built the mobile unit.

In the midst of our usual busy days, our team opened and staffed four new retail
offices in 1998,  beginning  in March with Point  Pleasant,  WV. 1998 was a very
rewarding  year for the  West  Virginia  Bank  Group of Ohio  Valley  Bank.  Our
dedicated  experienced staff quickly adapted to their new environment,  became a
smooth  working  team and enabled us to far exceed our  marketing  plan for this
newest Ohio Valley Bank Division.  We were able to exceed our growth  projection
for both deposits and loans.  During the coming year,  we  anticipate  continued
strong growth in deposits and lending.

The West  Virginia  Group  Advisory  Board of Directors  has proved to be a very
valuable  resource for both our staff and our  customers.  The Advisory  Board's
input into the operation  enables our staff to respond to customers'  needs in a
very meaningful and professional way. We have been able to design and market new
products to meet customers' requests.



Then, the Retail Bank Group continued our journey of Supermarket Banking. On May
20, we opened our second  SuperBank at the new Gallipolis Wal Mart  SuperCenter.
At this office the loan  activity has been  tremendous.  One new  customer  even
commented, "I applied for a loan, opened a checking account and got a haircut in
one stop shopping!".

A few weeks later we began a new challenge in a new and  aggressive  market.  In
August,  the West Virginia  Group  expanded its operation  when they opened Ohio
Valley Bank's third SuperBank in the Wal Mart SuperCenter at Cross Lanes. We are
really excited about our entry into Putnam County, the fastest growing market in
West Virginia.  The West Virginia Group (staff and advisory  board) is poised to
continue to bring community banking to the people of northern West Virginia.

Most  recently,  on December  11, we opened our fourth  SuperBank at the Pomeroy
Foodland.  Our  SuperBanks  offer  evening and weekend  hours.  We receive  many
favorable comments regarding the convenience.  While our traditional offices are
still very busy, the  SuperBanks'  success are  additional  proof to support the
philosophy  that  "friendly   service  and  convenience  are  important  to  our
customers".

It's hard to believe  another year has past.  And what a busy year that was! The
Administrative Services Bank Group kept very busy; especially the Administrative
Services  department.  In fact,  they hardly had the  opportunity to catch their
breath  between  construction  jobs,  as they  acted as a support  group for the
Retail and West Virginia Bank Groups as they opened these four new offices. They
also opened a new Loan  Central  office  during the year.  Needless to say,  our
Administrative  Services  staff  needs  a  round  of  applause.  The  Processing
Department  also kept busy as normal  with their  daily  sorting  and mailing of
approximately 39,211 pieces of mail a month. January is always a busy month with
the addition of 1099s to be mailed.  In just two days,  18,000 1099s were sorted
and mailed and within one week's  time,  we mailed  38,500  pieces of end of the
year mail. They are a small, but busy bunch.



Of course,  our Human  Resource/Payroll  Department  keeps  busy with  bi-weekly
payrolls,  benefits, and employee's situations and problems. The last payroll of
the year, 241 employees were paid.

The Training Department  continued to give new employees their start in banking.
Forty-nine  new employees  were trained  during 1998.  That  department was also
instrumental  in  beginning  an in-house  "OVB  Continuing  Education  Program".
Through this  voluntary  program,  employees  may choose to expand their banking
knowledge by taking  banking  related  courses.  These classes are taught by OVB
managers  and  employees  receive  credits  that will be  applied  toward an OVB
diploma.

Even though the Administrative Services Group is a small group in number, we are
an intricate  part of OVB. We are looking  forward to 1999 and ways to make 1999
even bigger and better.

In the  Commercial  Bank Group,  1998 was a year for building and growing on the
foundations  that were laid in 1997. With  well-trained  support staff and a new
computer  system in place,  we started the year with a commitment  to expand our
base in the  central  Ohio area as well as our other  markets.  Our "Red  Carpet
Service"  was well  received  in the new  market  areas and was our best form of
advertising.  The ability to respond  quickly to customer  requests  and to meet
their needs was a major  contributor to our 91% commercial  loan volume increase
over 1997.

The  decreases in Prime Rate provided a  challenging  opportunity  to retain old
customers,  attract new customers  and yet maintain the necessary  yields to the
bank.  This  combination of volatile  factors taxed even our most creative minds
during the year. Yet we saw growth,  customer  satisfaction,  contained overhead
costs and profitability for the year.



As we look to the coming  year,  we  recognize  that the  changing  markets  and
reduced  interest  spreads will  require  more intense  scrutiny of the customer
requests and needs. We will continue to research each  opportunity of profitable
markets with significant  efforts directed to the Kanawha and Putnam counties in
West  Virginia.  We believe  this is an  untapped  market for us in which we can
provide the same combination of services and products that allowed us to grow in
the central Ohio area.

We  believe  that  1999  will  be a year of  continual  building  on  previously
established  foundations.  We will see new faces and new opportunities.  We will
remain the same "down home" group of  employees  who know that "If we don't take
care of the customer, someone else will."

Performance and Growth...these words capture Loan Central's theme for its second
full year of  operation.  During  1998,  the  finance  company  opened its third
successful office in late February in Jackson, Ohio.

The combined loan balance for our three  offices are $6.3  million.  This was an
increase  of  $2.3  million  or  57% in  our  loan  portfolio.  The  net  income
contributed  to the company by Loan  Central in 1998 was $102.7  thousand ( $.04
per share)  which was an  increase of $75.2  thousand  over 1997.  Loan  Central
introduced  a new line of Life  Insurance  Products in June 1998 to better serve
our  customers.  Our life  insurance  products are a superb fit for our customer
base and has helped with our growth and increased profitability.

We work hard to go the extra mile for every customer.  We believe Loan Central's
best years lie ahead.  We are  working to be the premier  provider of  financial
services in our markets and produce solid returns for our shareholders.

Finally,  we come to the Financial Bank Group, where recently,  the spotlight of
public  attention  has been  focused  on the  approach  of the year 2000 and the
problems  the new  millennium  may create  for our  computerized  society.  Your
company has been busy  addressing  this problem for almost two years now. In May
of 1997, a six member Year 2000  Committee was formed to ensure that Ohio Valley
Banc Corp. was properly prepared for the rollover to the new century. Later that
same year, your company spent over one million dollars on new computer  hardware
and software to replace the bank's data  processing  system.  Our new technology
was  developed  with  the year  2000 in mind.  The  vendor  has even  given us a
warranty guaranteeing that their software is year 2000 compliant.  More than 300
banks across the country utilize this software.



Nevertheless,  in late 1998, four of our employees traveled to a computer center
in Indiana and tested our computer technology to verify if our system was really
year  2000  compliant.  At  year  end  1998,  no year  2000  problems  had  been
identified.

Ohio Valley Banc Corp.'s  flagship  company,  The Ohio Valley  Bank,  has been a
successful  company  for over 125 years now.  During  that time the  company has
endured two world wars,  the Great  Depression,  floods,  power outages and even
chemical  spills as well as many other  challenges.  We are confident  that your
company is well positioned for the challenges and opportunities that lie ahead.

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

The Bank was  organized on September  24,  1872.  The Bank is insured  under the
Federal  Deposit  Insurance  Act and is chartered  under the banking laws of the
State of Ohio.

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

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

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



FINANCIAL HIGHLIGHTS

                           1998       1997       1996       1995       1994  
                           ----       ----       ----       ----       ----  

NET INCOME ($000)        $  4,130   $  3,782   $  3,349   $  2,938   $  2,521

TOTAL ASSETS ($000)      $447,448   $379,088   $355,986   $331,845   $328,493

INCOME PER SHARE         $   1.47   $   1.38   $   1.25   $   1.13   $   1.00

DIVIDENDS PER SHARE      $    .55        .52        .50        .47        .44


                                  DIRECTORS
                             OHIO VALLEY BANC CORP

Keith Brandeberry                       W. Lowell Call
Physician                               Vice President of Sausage Production,
                                        Bob Evans Farms, Inc.

James L. Dailey                         Robert H. Eastman
Chairman and Chief Executive Officer    President,
Ohio Valley Banc Corp.                  Ohio Valley Supermarkets, Inc.

Merrill L. Evans                        Morris E. Haskins
Farmer                                  Retired Bank Executive
President, Evans Enterprises, Inc.

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

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

                                   DIRECTORS
                            OHIO VALLEY BANK COMPANY

Phil A. Bowman                          Keith R. Brandeberry
Mining Consultant and                   
Developer

W. Lowell Call                          James L. Dailey
                                        
Robert H. Eastman                       Merrill L. Evans 

Lloyd R. Francis                        Art E. Hartley, Sr.
Developer                               Chairman of the Board,
                                        City Ice and Fuel, Inc.

Morris E. Haskins                       Harold A. Howe
                                        President, Jackson Savings Bank
 
Charles C. Lanham                       Frank H. Mills, Jr.
Executive Vice President,               Farmer
Ohio Valley Bank 

Warren F. Sheets                        Jeffrey E. Smith

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

DIRECTOR EMERITUS
C. Leon Saunders
Retired Bank Executive


                                    OFFICERS
                             OHIO VALLEY BANC CORP

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

Charles C. Lanham                       Wendell B. Thomas                       
Senior Vice President                   Vice President and Secretary            

Cherie A. Barr                          Sue Ann Bostic 
Vice President                          Vice President

Katrinka V. Hart                        Harold A. Howe
Vice President                          Vice President

Mario P. Liberatore                     E. Richard Mahan
Vice President                          Vice President

Larry E. Miller, II                     Cindy H. Johnston
Vice President                          Assistant Secretary

Paula W. Salisbury
Assistant Secretary
 
                          WEST VIRGINIA ADVISORY BOARD

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

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

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

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

Lannes C. Williamson                    R. Raymond Yauger
                                        President,
                                        Yauger Farm Supply, Inc.
 
                                   DIRECTORS
                              JACKSON SAVINGS BANK

Phil A. Bowman                          James L. Dailey

Harold A. Howe                          Charles C. Lanham

Wendell B. Thomas

                                    OFFICERS
                              JACKSON SAVINGS BANK

Harold A. Howe                          Wendell B. Thomas
President                               Secretary

Cindy H. Johnston                       Paula W. Salisbury
Assistant Secretary                     Assistant Secretary
                             
                                    OFFICERS
                                  LOAN CENTRAL

Jeffrey E. Smith                        Cherie A. Barr
President                               Senior Vice President and Secretary

Timothy R. Brumfield                    Renae L. Hughes
Manager, Gallipolis Office              Manager, Jackson Office

T. Joe Wilson
Manager, South Point Office


                                    OFFICERS
                            OHIO VALLEY BANK COMPANY

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

Charles C. Lanham                       Wendell B. Thomas                       
Executive Vice President                Senior Vice President                   
                                        and Secretary                           
                                  
Sue Ann Bostic                          Katrinka V. Hart                        
Senior Vice President,                  Senior Vice President,                  
Administrative Services Group           Retail Bank Group                       
                             
Mario P. Liberatore                     E. Richard Mahan
Senior Vice President,                  Senior Vice President,
West Virginia Bank Group                Commecial Bank Group     
                                        
Larry E. Miller, II                     Patricia L. Davis
Senior Vice President,                  Vice President,
Financial Bank Group                    Management Information Systems

Bryan W. Martin                         Richard D. Scott
Vice President,                         Vice President, Trust
Facilities and Technical                
Services

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

Sandra L. Edwards                       Hugh H. Graham, Jr.
Assistant Vice President,               Assistant Vice President,
Operations Center Manager               Retail Expansion and Acquisitions

Robert T. Hennesy                       Larry E. Lee
Assistant Vice President,               Assistant Vice President,
Retail Indirect Lending Manager         Cash Services and Security

Jennifer L. Osborne                     Patrick H. Tackett
Assistant Vice President,               Assistant Vice President,
Retail Lending Operations Manager       Retail Direct Lending Manager

Molly K. Tarbett                        Phyllis P. Wilcoxon                     
Assistant Vice President,               Assistant Vice President for            
Deposit Operations Manager              Shareholder Relations                   

Darren R. Blake                         Judy K. Hall                        
Assistant Cashier,                      Assistant Cashier and Manager,          
Research and Development for MIS        Training and Educational Development    
                                                                                
Brenda G. Henson                        Keith A. Johnson
Assistant Cashier,                      Assistant Cashier,
Manager Customer Service                Collections Manager

N. Kathryn Massie                       Philip E. Miller
Assistant Cashier,                      Assistant Cashier,
Telemarketing and                       Region Manager Franklin County
Quality Control

Linda L. Plymale                        Scott W. Shockey
Assistant Cashier,                      Assistant Cashier,
Operations Center                       Regulatory Reporting Manager

Timothy V. Stevens                      Rick A. Swain
Assistant Cashier,                      Assistant Cashier,
Retail Development                      Region Manager Pike County

Cindy H. Johnston                       Paula Salisbury
Assistant Secretary                     Assistant Secretary



SELECTED FINANCIAL DATA

                                           Years Ended December 31

SUMMARY OF OPERATIONS:           1998      1997      1996      1995      1994
(dollars in thousands, except per share data)
Total interest income          $ 35,191  $ 31,453  $ 28,252  $ 26,187  $ 22,579
Total interest expense           15,691    14,517    12,856    13,227    10,745
Net interest income              19,500    16,936    15,396    12,960    11,834
Provision for loan losses         2,295     1,245     1,328       634       430
Total other income                2,760     1,860     1,419     1,333     1,135
Total other expenses             14,201    12,293    10,738     9,509     8,866
Income before income taxes
 and cumulative effect of
 change in accounting method      5,764     5,258     4,749     4,150     3,673
Income taxes                      1,634     1,476     1,400     1,212     1,118
Cumulative effect of change
 in accounting method                                                       (34)
Net income                        4,130     3,782     3,349     2,938     2,521

PER SHARE DATA(1):

Net income per share           $   1.47  $   1.38  $   1.25  $   1.13  $   1.00
Cash dividends per share       $    .55  $    .52  $    .50  $    .47  $    .44
Weighted average number
 of shares outstanding            2,802     2,741     2,673     2,603     2,519

AVERAGE BALANCE SUMMARY:

Total loans                    $305,392  $271,535  $248,833  $217,907  $205,677
Securities (2)                   74,478    73,303    76,907    97,609    94,238
Deposits                        319,493   304,296   290,790   281,158   270,954
Shareholders' equity             38,639    34,449    30,958    27,900    25,106
Total assets                    408,482   369,552   342,588   334,942   317,688

PERIOD END BALANCES:

Total loans                    $347,130  $280,267  $264,660  $227,217  $210,974
Securities (2)                   72,419    76,711    71,135    87,771    98,105
Deposits                        327,317   306,037   294,325   284,785   276,828
Shareholders' equity             40,680    36,834    32,874    29,861    26,416
Total assets                    447,448   379,088   355,986   331,845   328,493

KEY RATIOS:

Return on average assets           1.01%     1.02%      .98%      .88%      .79%
Return on average equity          10.69%    10.98%    10.82%    10.53%    10.04%
Dividend payout ratio             37.13%    37.81%    39.53%    41.59%    44.37%
Average equity to
 average assets                    9.46%     9.32%     9.04%     8.33%     7.90%

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



CONSOLIDATED STATEMENTS OF CONDITION

     As of December 31                                         1998       1997
     -----------------                                         ----       ----  
(dollars in thousands)

ASSETS

Cash and noninterest-bearing deposits with banks            $ 12,342   $  7,787
Federal funds sold                                               375         94
                                                            --------   --------
     Total cash and cash equivalents                          12,717      7,881

Interest-bearing balances with banks                             795      3,923

Securities available-for-sale                                 26,255     33,369
Securities held-to-maturity                                   45,369     39,419

Total Loans                                                  347,130    280,267
  Less: Allowance for loan losses                             (4,277)    (3,390)
                                                            --------   --------
     Net Loans                                               342,853    276,877

Premises and equipment                                         8,360      7,326
Accrued income receivable                                      2,723      2,503
Other assets                                                   8,376      7,790
                                                            --------   --------

     Total assets                                           $447,448   $379,088
                                                            ========   ========

LIABILITIES

Noninterest-bearing deposits                                $ 45,961   $ 37,100
Interest-bearing deposits                                    281,356    268,937
                                                            --------   --------
     Total Deposits                                          327,317    306,037

Securities sold under agreements to repurchase                19,066     12,831
Other borrowed funds                                          55,743     19,479
Accrued liabilities                                            4,642      3,907
                                                            --------   --------

     Total liabilities                                       406,768    342,254
                                                            --------   --------

SHAREHOLDERS' EQUITY

Common stock ($1 stated value: 5,000,000 shares
 authorized; 2,818,413 and 1,876,099 shares issued
 and outstanding at December 31, 1998 and
 December 31, 1997)                                            2,818      1,876
Surplus                                                       27,598     26,275
Retained earnings                                              9,797      8,113
Net unrealized gain on available-for-sale securities             467        570
                                                            --------   --------
     Total shareholders' equity                               40,680     36,834
                                                            --------   --------

     Total liabilities and shareholders' equity             $447,448   $379,088
                                                            ========   ========


                 See accompanying notes to consolidated financial statements



CONSOLIDATED STATEMENTS OF INCOME

     For the years ended December 31              1998       1997       1996
     -------------------------------              ----       ----       ----
(dollars in thousands, except per share data)
INTEREST INCOME:
   Interest and fees on loans                   $30,550    $26,858    $23,682
   Interest on taxable securities                 3,212      3,361      3,453
   Interest on nontaxable securities                794        635        618
   Dividends                                        245        203        149
   Other interest                                   390        396        350
                                                -------    -------    -------
       Total interest income                     35,191     31,453     28,252

INTEREST EXPENSE:
   Interest on deposits                          13,489     13,163     12,092
   Interest on repurchase agreements                685        435        339
   Interest on other borrowed funds               1,517        919        425
                                                -------    -------    -------
       Total interest expense                    15,691     14,517     12,856
                                                -------    -------    -------

NET INTEREST INCOME                              19,500     16,936     15,396
Provision for loan losses                         2,295      1,245      1,328
                                                -------    -------    -------
       Net interest income after provision     
        for loan losses                          17,205     15,691     14,068

OTHER INCOME:
   Service charges on deposit accounts              969        788        791
   Trust division income                            212        192        197
   Other operating income                         1,137        880        459
   Net realized gain (loss) on sale of
    available-for-sale securities                   442                   (28)
                                                -------    -------    -------
                                                  2,760      1,860      1,419
                                                -------    -------    ------- 

OTHER EXPENSE:
   Salaries and employee benefits                 8,089      7,312      6,373
   Occupancy expense                                764        537        453
   Furniture and equipment expense                  904        749        606
   Corporation franchise tax                        368        367        412
   Data processing expense                          346        419        479
   Other operating expenses                       3,730      2,909      2,415
                                                -------    -------    -------
                                                 14,201     12,293     10,738
                                                -------    -------    -------

     Income before income taxes                   5,764      5,258      4,749

   Provision for income taxes                     1,634      1,476      1,400
                                                -------    -------    -------

       NET INCOME                               $ 4,130    $ 3,782    $ 3,349
                                                =======    =======    =======

Earnings per share                              $  1.47    $  1.38    $  1.25
                                                =======    =======    =======




           See accompanying notes to consolidated financial statements



CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY


For the years ended December 31, 1998, 1997 and 1996


                                                                           Net Unrealized
                                                                             Gain (Loss) 
                                                                            on Available-   Total
                                           Common                 Retained     for-Sale   Shareholders'
(dollars in thousands)                      Stock     Surplus     Earnings    Securities    Equity
                                            -----     -------     --------    ----------    ------
                                                                              
BALANCES AT JANUARY 1, 1996               $10,367     $12,184     $ 6,778     $   532      $29,861
  Comprehensive income:
     Net income                                                     3,349                    3,349
     Net change in unrealized gain
      on available-for-sale securities                                            (93)         (93)
                                                                                           -------    
        Total comprehensive income                                                           3,256    
  Common Stock split, 25%                   2,580                  (2,580)
  Cash paid in lieu of fractional
    shares in stock split                                              (9)                      (9)
  Common Stock issued, 5,500 shares            55         140                                  195
  Common Stock issued through
    dividend reinvestment                     255         640                                  895
  Cash dividends, $.50 per share                                   (1,283)                  (1,283)
  Dividends of pooled affiliate                                       (41)                     (41)
                                          -------     -------     -------     -------      -------
BALANCES AT DECEMBER 31, 1996              13,257      12,964       6,214         439       32,874
  Comprehensive income:
     Net income                                                     3,782                    3,782
     Net change in unrealized gain
      on available-for-sale securities                                            131          131
                                                                                           -------
        Total comprehensive income                                                           3,913
  Change in stated value from $10 per
   share to $1 per share                  (11,937)     11,937
  Common Stock split, 33-1/3%                 442                    (442)
  Cash paid in lieu of fractional
    shares in stock split                                             (11)                     (11)
  Common Stock issued, 6,500 shares             6         231                                  237
  Common Stock issued through
    dividend reinvestment                     108       1,143                                1,251
  Cash dividends, $.52 per share                                   (1,396)                  (1,396)
  Dividends of pooled affiliate                                       (34)                     (34)
                                          -------     -------     -------     -------      -------
BALANCES AT DECEMBER 31, 1997               1,876      26,275       8,113         570       36,834
  Comprehensive income:
     Net income                                                     4,130                    4,130
     Net change in unrealized gain
      on available-for-sale securities                                           (103)        (103)
                                                                                           -------
        Total comprehensive income                                                           4,027
  Common Stock split, 50%                     906                    (906)
  Cash paid in lieu of fractional
    shares in stock split                                              (7)                      (7)
  Common Stock issued, 5,450 shares             5         223                                  228
  Common Stock issued through
    dividend reinvestment                      31       1,100                                1,131
  Cash dividends, $.55 per share                                   (1,506)                  (1,506)
  Dividends of pooled affiliates                                      (27)                     (27)
                                          -------     -------     -------     -------       -------
BALANCES AT DECEMBER 31, 1998             $ 2,818     $27,598     $ 9,797     $   467       $40,680
                                          =======     =======     =======     =======       =======


             See accompanying notes to consolidated financial statements
       


CONSOLIDATED STATEMENTS OF CASH FLOWS



     For the years ended December 31                             1998       1997       1996
     -------------------------------                             ----       ----       ----
(dollars in thousands)
                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                   $ 4,130    $ 3,782    $ 3,349
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Depreciation                                                   947        705        551
    Net amortization and accretion of securities                   137         47         50
    Deferred tax benefit                                          (384)        15       (196)
    Provision for loan losses                                    2,295      1,245      1,328
    Contribution of common stock to ESOP                           228        237        195
    FHLB stock dividend                                           (190)      (172)      (106)
    Net gain on sale of equity securities                         (459)
    Net loss on sale of equity securities                           17                    28
    Change in accrued income receivable                           (220)      (148)        53 
    Change in accrued liabilities                                  735      1,112        (69)
    Change in other assets                                         568     (1,339)       263 
                                                               -------    -------    -------
      Net cash provided by operating activities                  7,804      5,484      5,446
                                                               -------    -------    -------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from maturities of securities
   available-for-sale                                            9,300      4,500      11,000
  Purchases of securities available-for-sale                    (2,917)    (6,314)     (8,708)
  Proceeds from maturities of securities
   held-to-maturity                                             12,850     14,390      14,063
  Purchases of securities held-to-maturity                     (18,942)   (17,900)       (770)
  Proceeds from sale of equity securities                        1,075                    364
  Change in interest-bearing deposits in other banks             3,128       (478)        (30)
  Net increase in loans                                        (68,271)   (16,179)    (38,149)
  Purchases of premises and equipment                           (1,981)    (1,666)     (1,339)
  Purchases of insurance contracts                                (580)      (635)     (5,210)
                                                               -------    -------     -------
      Net cash used in investing activities                    (66,338)   (24,282)    (28,779)
                                                               -------    -------     -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Change in deposits                                            21,280     11,712       9,540
  Cash dividends                                                (1,533)    (1,430)     (1,324)
  Cash paid in lieu of fractional shares in stock split             (7)       (11)         (9)
  Proceeds from issuance of common stock                         1,131      1,251         895
  Change in securities sold under agreements to repurchase       6,235      4,117        (790)
  Proceeds from long-term borrowings                            35,164     11,425       4,500
  Repayment of long-term borrowings                             (8,498)    (6,681)     (2,869)
  Change in other short-term borrowings                          9,598     (2,475)     10,850
                                                               -------    -------     -------
      Net cash used in financing activities                     63,370     17,908      20,793 
                                                               -------    -------     -------

CASH AND CASH EQUIVALENTS:
  Change in cash and cash equivalents                            4,836       (890)     (2,540)
  Cash and cash equivalents at beginning of year                 7,881      8,771      11,311
                                                               -------    -------     -------
      Cash and cash equivalents at end of year                 $12,717    $ 7,881     $ 8,771
                                                               =======    =======     =======

CASH PAID DURING THE YEAR FOR:
  Interest                                                     $15,578    $13,861     $12,972
  Income taxes                                                   1,715      1,218       1,441


                  See accompanying notes to consolidated financial statements



Note A - Summary of Significant Accounting Policies

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

Industry  Segment  Information:  The  Company  is  engaged  in the  business  of
commercial  and retail banking and trust  services,  with  operations  conducted
through 16 offices  located in central  and  southeastern  Ohio as well as Point
Pleasant and Cross Lanes,  West Virginia.  These  communities  are the source of
substantially  all of the  Company's  deposit,  loan  and  trust  services.  The
majority of the Company's  income is derived from commercial and retail business
lending activities.  Management considers the Company to operate in one segment,
banking.

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

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

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

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

Allowance  for Loan  Losses:  Because  some loans may not be repaid in full,  an
allowance  for loan losses is recorded.  Increases to the allowance are recorded
by a provision for loan losses  charged to expense.  Estimating the risk of loss
and the amount of loss on any loan is necessarily subjective.  Accordingly,  the
allowance is maintained by  management at a level  considered  adequate to cover
losses that are currently  anticipated  based on past loss  experience,  general
economic conditions,  information about specific borrower situations,  including
their financial  position and collateral  value, and other factors and estimates
which are  subject  to change  over  time.  While  management  may  periodically
allocate portions of the allowance for specific problem  situations,  the entire
allowance is available for any charge-offs  that occur. A loan is charged off by
management  as a loss when deemed  uncollectable,  although  collection  efforts
continue and future recoveries may occur.
         Loans are considered  impaired if full  principal or interest  payments
are not anticipated. Impaired loans are carried at the present value of expected
cash flows discounted at the loan's effective interest rate or at the fair value
of the  collateral  if the  loan  is  collateral  dependent.  A  portion  of the
allowance  for loan  losses is  allocated  to  impaired  loans.  Smaller-balance
homogeneous  loans are  evaluated for  impairment  in total.  Such loans include
residential  first  mortgage  loans secured by  one-to-four  family  residences,
residential  construction  loans,  credit card and  automobile,  home equity and
second  mortgage  loans.  Commercial  loans and mortgage  loans secured by other
properties are evaluated individually for impairment.  When analysis of borrower
operating results and financial  condition  indicates that underlying cash flows
of  the  borrower's   business  are  not  adequate  to  meet  its  debt  service
requirements, the loan is evaluated for impairment. Loans are generally moved to
nonaccrual  status  when 90 days or more past due.  These  loans are often  also
considered  impaired.  Impaired loans, or portions thereof, are charged off when
deemed  uncollectable.  This typically  occurs when the loan is 120 or more days
past due.



Summary of Significant Accounting Policies (continued)

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

The following represents the composition of the loan portfolio at Dec. 31, 1998:

                                            % of Total Loans
                                            ----------------
      Real Estate loans .......................... 47.14%
      Commercial and industrial loans............. 27.69%
      Consumer loans ............................. 24.68%
      All other loans ............................   .49%
                                                  ------
                                                  100.00%
                                                  ======

Approximately 8.04% of total loans are unsecured.

         The Bank, in the normal  course of its  operations,  conducts  business
with correspondent financial  institutions.  Balances in correspondent accounts,
investments  in federal  funds,  certificates  of deposit  and other  short-term
securities  are closely  monitored to ensure that  prudent  levels of credit and
liquidity  risks are  maintained.  At  December  31,  1998,  the Bank's  primary
correspondent balance was $6,736 at the Federal Reserve Bank, Cleveland, Ohio.

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

Other Real Estate:  Real estate acquired through  foreclosure or deed-in-lieu of
foreclosure  is  included  in other  assets.  Such real estate is carried at the
lower  of  investment  in loan or  estimated  fair  value of the  property  less
estimated  selling costs. Any reduction to fair value at the time of acquisition
is accounted for as a loan charge-off. Any subsequent reduction in fair value is
recorded as a loss on other  assets.  Costs  incurred to carry other real estate
are charged to expense. Other real estate owned totaled $31 at December 31, 1998
and $142 at December  31,  1997.  There were no transfers of loans to other real
estate in 1997.  Transfers  of loans to other real  estate  were $163 and $15 in
1998 and 1996.

Per Share  Amounts:  Earnings  per share is based on net  income  divided by the
following  weighted  average  number of shares  outstanding  during the periods:
2,801,892 for 1998,  2,741,280 for 1997 and 2,673,019 for 1996.  The Company had
no dilutive  securities  outstanding for any period presented.  All earnings and
dividends  per share  disclosures  have been restated to  retroactively  reflect
stock  splits  of  50%,  33-1/3%  and  25%  declared  in  1998,  1997  and  1996
respectively.

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

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

New  Accounting  Pronouncements:  Beginning  January 1, 2000,  a new  accounting
standard  will  require all  derivatives  to be  recorded at fair value.  Unless
designated  as hedges,  changes in these fair  values  will be  recorded  in the
income statement. Fair value changes involving hedges will generally be recorded
by offsetting  gains and losses on the hedge and on the hedged item, even if the
fair value of the hedged item is not otherwise recorded. This is not expected to
have a material  effect but the effect will depend on  derivative  holdings when
this standard applies.
         Mortgage  loans  originated in mortgage  banking may be converted  into
securities  on  occasion.   A  new  accounting  standard  for  1999  will  allow
classifying    these    securities   as    available-for-sale,    trading,    or
held-to-maturity,  instead of the current  requirements  to classify as trading.
This is not  expected  to  have a  material  effect  but the  effect  will  vary
depending on the level and designation of  securitizations  as well as on market
price movements.

Reclassifications:  The consolidated financial statements for 1997 and 1996 have
been   reclassified   to  conform   with  the   presentation   for  1998.   Such
reclassifications had no effect on the net results of operations.



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


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

                                                          Gross        Gross     Estimated
                                            Amortized   Unrealized   Unrealized    Fair
December 31, 1997                             Cost        Gains        Losses      Value
- -----------------                             ----        -----        ------      -----
                                                                      
  Securities Available-for-Sale
  -----------------------------
  U.S. Treasury securities                   $27,093      $  353                  $27,446
  U.S. Government agency securities            2,028          34                    2,062
  Marketable equity securities                 3,428         476       $ (43)       3,861
                                             -------      ------       -----      -------
     Total securities                        $32,549      $  863       $ (43)     $33,369
                                             =======      ======       =====      =======
  Securities Held-to-Maturity
  ---------------------------
  U.S. Government agency securities          $24,509      $  126       $ (13)     $24,622
  Obligations of states and
    political subdivisions                    13,935         422                   14,357
  Corporate obligations                          503           3                      506
  Mortgage-backed securities                     472           1         (23)         450
                                             -------      ------       -----      -------
     Total securities                        $39,419      $  552       $ (36)     $39,935
                                             =======      ======       =====      =======

     Securities with a carrying value of  approximately  $55,851 at December 31,
1998 and $47,842 at December 31, 1997 were pledged to secure public deposits and
for other purposes as required or permitted by law.
     The amortized cost and estimated fair value of debt  securities at December
31, 1998, by contractual maturity, are shown below. Actual maturities may differ
from contractual  maturities  because certain issuers may have the right to call
or prepay the debt obligations prior to their contractual maturities.

                                     Available-for-Sale       Held-to-Maturity
                                     ------------------       ----------------
                                               Estimated               Estimated
                                    Amortized    Fair       Amortized    Fair
Debt Securities:                      Cost       Value        Cost       Value
                                      ----       -----        ----       -----
  Due in one year or less          $10,314     $10,451      $ 2,855    $ 2,875
  Due in one to five years          11,550      11,806       34,891     35,567
  Due in five to ten years                                    4,371      4,613
  Due after ten years                                         2,871      2,902
  Mortgage-backed securities                                    381        362
                                   -------    -------       -------    -------
     Total debt securities         $21,864    $22,257       $45,369    $46,319
                                   =======    =======       =======    =======

     Proceeds from the sale of equity  securities in 1998 were $1,075 with gross
gains of $459 and gross losses of $17 realized. Proceeds from the sale of equity
securities  in 1996 were $364 with gross losses of $28  realized.  There were no
sales of debt and equity securities during 1997.




NOTE C - LOANS

     Loans are comprised of the following at December 31:

(dollars in thousands)                    1998            1997
                                          ----            ---- 
Real estate loans                       $163,650        $120,697
Commercial and industrial loans           96,116          78,124
Consumer loans                            85,664          78,878
All other loans                            1,700           2,568
                                        --------        --------
  Total Loans                           $347,130        $280,267
                                        ========        ========


NOTE D - ALLOWANCE FOR LOAN LOSSES

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


                                          1998           1997           1996
                                          ----           ----           ----
Balance, beginning of year               $3,390         $3,180         $2,481  

Loans charged-off:
  Real estate                               110             39              5  
  Commercial                                130            215             78
  Consumer                                1,433            961            673  
                                         ------         ------         ------
    Total loans charged-off               1,673          1,215            756 

Recoveries of loans:
  Real estate                                40              1
  Commercial                                 47             41             73
  Consumer                                  178            138             54
                                         ------         ------         ------
    Total recoveries of loans               265            180            127

Net loan charge-offs                     (1,408)        (1,035)          (629)
Provision charged to operations           2,295          1,245          1,328
                                         ------         ------         ------
Balance, end of year                     $4,277         $3,390         $3,180
                                         ======         ======         ======

Information regarding impaired loans is as follows:

                                                         1998           1997
                                                         ----           ----
  Balance of impaired loans                              $624           $430
                                                         ====           ====
  Portion of impaired loan balance for which
  an allowance for credit losses is allocated            $624           $430
                                                         ====           ====  
  Portion of allowance for loan losses allocated
    to the impaired loan balance                         $275           $200
                                                         ====           ====

  Average investment in impaired loans for the year      $632           $440
                                                         ====           ====
  Interest on impaired loans was not material for years ending 1998 and 1997.


           
NOTE E - PREMISES AND EQUIPMENT

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

(dollars in thousands)                          1998           1997
                                                ----           ----

Land                                          $ 1,166        $ 1,166
Buildings                                       7,149          6,213
Furniture and equipment                         5,594          4,549
                                              -------        -------
                                               13,909         11,928
Less accumulated depreciation                   5,549          4,602
                                              -------        -------
     Total Premises and Equipment             $ 8,360        $ 7,326
                                              =======        =======

The following is a summary of the future  minimum lease  payments for facilities
leased by the Company. Lease payments were $152 in 1998 and $84 in 1997.

1999         $  165
2000            155
2001            146
2002            138
2003            111
Thereafter      664
             ------
             $1,379    
             ======    

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

                                                   1998           1997
(dollars in thousands)                             ----           ----

NOW accounts                                    $ 47,190       $ 29,439
Savings and Money Market                          53,727         48,908
Time:
 IRA accounts                                     30,870         28,102
   Certificates of Deposit:
     In denominations under $100,000             105,480        120,055
     In denominations of $100,000 or more         44,089         42,433
                                                --------       --------
       Total time deposits                       180,439        190,590
                                                --------       --------
       Total interest-bearing deposits          $281,356       $268,937
                                                ========       ========

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

                                                   1998           1997
                                                   ----           ----
  
Within one year                                 $119,747       $139,918
From one to two years                             35,851         33,881
From two to three years                            9,247          8,560
From three to four years                           3,980          3,226
From four to five years                           10,308          3,670
Thereafter                                         1,306          1,335
                                                --------       --------
     Totals                                     $180,439       $190,590
                                                ========       ========



NOTE G - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

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

(dollars in thousands)                            1998           1997
                                                  ----           ----

Balance outstanding at period end               $19,066        $12,831
                                                -------        -------
Weighted average interest rate at period end       3.96%          3.95%
                                                -------        -------
Average amount outstanding during the year      $18,148        $11,352
                                                -------        -------
Approximate weighted average interest rate
 during the year                                   3.77%          3.83%
                                                -------        -------
Maximum amount outstanding as of any month end  $25,112        $16,768
                                                -------        -------
Securities underlying these agreements at
 year-end were as follows:
  Carrying value of securities                  $38,485        $28,336
                                                -------        -------
  Fair Value                                    $39,195        $28,634
                                                -------        -------


NOTE H - OTHER BORROWED FUNDS
(dollars in thousands)
     Other  borrowed  funds at  December  31,  1998 and  1997 are  comprised  of
advances  from the Federal Home Loan Bank (FHLB),  promissory  notes and Federal
Reserve Bank Notes.  Pursuant to collateral  agreements with the FHLB,  advances
are secured by certain  qualifying  first mortgage loans and by FHLB stock which
total  $71,570  and $3,343 at December  31,  1998.  Fixed rate FHLB  advances of
$37,729 mature through 2008 and have interest rates ranging from 4.88% to 6.15%.
In addition, overnight FHLB borrowings represent $9,985.
     Promissory notes, issued primarily by the parent company,  have fixed rates
of 5.15% to 7.00% and are due at various dates through a final  maturity date of
May 29, 2002.

     The following  table is a summary of the scheduled  principal  payments for
these borrowings:

                    FHLB borrowings     Promissory notes     FRB Notes
                    ---------------     ----------------     ---------
1999                    $13,619              $7,889             $110
2000                     10,939                  12
2001                      4,439                  13
2002                      5,336                   5
2003                      3,098                 
Thereafter               10,283
                        -------              ------             ----
                        $47,714              $7,919             $110
                        =======              ======             ====



NOTE I - INCOME TAXES

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

(dollars in thousands)                           1998       1997      1996
                                                 ----       ----      ----
Current tax expense                             $2,018     $1,461    $1,596
Deferred tax expense (benefit)                    (384)        15      (196)
                                                ------     ------    ------
   Total federal income taxes                   $1,634     $1,476    $1,400
                                                ======     ======    ======

     The sources of gross deferred tax assets and gross deferred tax liabilities
at December 31:
                                                           1998       1997 
                                                           ----       ----
Items giving rise to deferred tax assets:
   Allowance for loan losses in excess of tax reserve     $1,136     $  912
   Deferred compensation                                     270        113
   Other                                                      60         54

Items giving rise to deferred tax liabilities:
   Investment accretion                                      (25)       (94)
   Depreciation                                             (122)       (94)
   FHLB stock dividends                                     (237)      (167)
   Unrealized gain on securities available-for-sale         (241)      (272)
   Lease receivables                                         (42)       (56)
   Other                                                     (13)       (25)
                                                          ------     ------  
Net deferred tax asset                                    $  786     $  371 
                                                          ======     ====== 

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

                                                      1998       1997     1996
                                                      ----       ----     ----

Statutory tax                                       $1,960     $1,788    $1,615
Effect of nontaxable interest
   and dividends                                      (298)      (242)     (243)
Nondeductible interest expense                          46         38        35
Insurance contracts                                   (110)       (99)
Other items                                             36         (9)       (7)
                                                    ------     ------    ------
   Total federal income taxes                       $1,634     $1,476    $1,400
                                                    ======     ======    ======


NOTE J - COMMITMENTS AND CONTINGENT LIABILITIES

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



NOTE J - COMMITMENTS AND CONTINGENT LIABILITIES(continued)
(dollars in thousands)

   Following is a summary of such commitments at December 31:

(dollars in thousands)

   Commitments to extend credit                  1998        1997

        Fixed rate                             $ 1,379     $   423
        Variable rate                           36,611      29,955

   Standby letters of credit                     8,116       9,265

   The interest  rate on fixed rate commitments  ranged from 6.875% to 17.90% at
December 31, 1998.

   Commitments to extend  credit are  agreements  to lend  to a customer as long
as  there  is no  violation  of  any  condition  established  in  the  contract.
Commitments  generally have fixed expiration dates or other termination  clauses
and may  require  payment of a fee.  Standby  letters of credit are  conditional
commitments  issued by the Bank to guarantee the  performance of a customer to a
third party.  Since many of the commitments are expected to expire without being
drawn upon, the total  commitment  amounts do not necessarily  represent  future
cash  requirements.  The bank evaluates each customer's  credit  worthiness on a
case-by-case  basis. The amount of collateral  obtained,  if deemed necessary by
the Bank upon extension of credit, is based on management's credit evaluation of
the  counterparty.  Collateral held varies but may include accounts  receivable,
inventory,   property,  plant  and  equipment  and  income-producing  commercial
properties.
   There  are  various  contingent  liabilities  that are not  reflected  in the
financial statements,  including claims and legal action arising in the ordinary
course of business. In the opinion of management,  after consultation with legal
counsel,  the ultimate  disposition  of these  matters is not expected to have a
material effect on financial condition or results of operations.
   The bank  subsidiary of the Company is required to maintain  average  reserve
balances  with the Federal  Reserve Bank or as cash in the vault.  The amount of
those reserve  balances for the year ended December 31, 1998, was  approximately
$4,860.


NOTE K - RELATED PARTY TRANSACTIONS
(dollars in thousands)
   Certain  directors,  executive  officers  and  companies  in  which  they are
affiliated  were loan  customers  during  1998.  A summary of  activity on these
borrower relationships with aggregate debt greater than $60 is as follows:

Total loans at January 1, 1998        $10,658
   New loans                            9,197
   Repayments                          (5,323)
   Other changes                         (186)
                                      ------- 
Total loans at December 31, 1998      $14,346
                                      =======

   Other changes include adjustment for loans applicable to one reporting period
that are  excludable  from the other  reporting  period.  In  addition,  certain
directors,  executive  officers and companies in which they are affiliated  were
recipients  of  promissory  notes issued by the parent  company in the amount of
$1,150.





NOTE L - EMPLOYEE BENEFITS
(dollars in thousands)

   The Bank has a profit-sharing plan for the benefit of its employees and their
beneficiaries.  Contributions  to  the  plan  are  determined  by the  Board  of
Directors.  Contributions  charged to  operations  were $111,  $128 and $115 for
1998, 1997 and 1996.
   The  Company  maintains  an Employee  Stock  Ownership  Plan (ESOP)  covering
substantially   all  of  its   employees.   The  Company   makes   discretionary
contributions  to the plan which are  allocated  to plan  participants  based on
relative compensation. The total number of shares held by the Plan, all of which
have been allocated  to participant accounts were 132,017 and 91,386 at December
31, 1998 and 1997. In addition, the Bank made contributions to its ESOP Trust as
follows:

                                      Years ended December 31
                                  1998         1997         1996
                                  ----         ----         ----

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

Value of stock contributed        $228         $237         $195

Cash contributed                                 19           35
                                  ----         ----         ----

Total charged to expense          $228         $256         $230
                                  ====         ====         ====

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

NOTE M - OTHER COMPREHENSIVE INCOME
(dollars in thousands)

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


                                                 1998       1997       1996
Unrealized holding gains (losses) on             ----       ----       ----  
 available-for-sale securities                  $ 286      $ 198      $(169)

Less: Reclassification adjustment for
 gains (losses) later recognized in income        442                   (28)
                                                -----      -----      -----
Net unrealized gain (losses)                     (156)       198       (141)

Tax effect                                        (53)        67        (48)
                                                -----      -----      -----
 Other comprehensive income                     $(103)     $ 131      $ (93)
                                                =====      =====      =====



NOTE N - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
(dollars in thousands)
   The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:

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

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

Loans:  The fair value of fixed rate loans is  estimated by  discounting  future
cash flows  using the  current  rates at which  similar  loans  would be made to
borrowers with similar credit ratings and for the same remaining maturities. The
fair market value of commitments is not material at December 31, 1998 or 1997.

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

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

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

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

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

                                             1998                  1997
                                             ----                  ----
                                       Carrying     Fair     Carrying    Fair
                                         Value      Value      Value     Value
                                         -----      -----      -----     -----

Financial assets:
   Cash and short-term investments     $ 13,512   $ 13,512   $ 11,804   $11,804
   Securities                            71,624     72,574     72,788    73,304
   Loans                                342,853    348,695    276,877   277,428
   Accrued interest receivable            2,723      2,723      2,503     2,503
   Life insurance cash surrender value    7,056      7,056      6,152     6,152

Financial liabilities:
   Deposits                            (327,317)  (328,516)  (306,037) (306,976)
   Securities sold under agreements
     to repurchase                      (19,066)   (19,066)   (12,831)  (12,831)
   Other borrowed funds                 (55,743)   (55,835)   (19,479)  (19,479)
   Accrued interest payable              (3,147)    (3,147)    (2,996)   (2,996)

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



NOTE O - REGULATORY MATTERS

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

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

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


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

1997
Total capital (to risk weighted assets)
   Consolidated                            $37,177    14.2%     $20,901   8.0%      $26,126   10.0%
   The Ohio Valley Bank Company            $33,619    13.0%     $20,693   8.0%      $25,867   10.0%
   The Jackson Savings Bank                $ 2,346    34.2%     $   550   8.0%      $   687   10.0%
Tier 1 capital (to risk weighted assets)
   Consolidated                            $33,911    13.0%     $10,450   4.0%      $15,676    6.0%
   The Ohio Valley Bank Company            $26,429    10.2%     $10,347   4.0%      $15,520    6.0%
   The Jackson Savings Bank                $ 2,262    32.9%     $   275   4.0%      $   412    6.0%
Tier 1 capital (to average assets)
   Consolidated                            $33,911     9.3%     $14,577   4.0%      $18,222    5.0%
   The Ohio Valley Bank Company            $26,429     7.3%     $14,422   4.0%      $18,027    5.0%
   The Jackson Savings Bank                $ 2,262    14.8%     $   458   3.0%      $   764    5.0%


   The Company and  subsidiary  banks at year-end 1998 were  categorized as well
capitalized. Management is not aware of any event or circumstances subsequent to
year-end that would change the Company's or subsidiary banks' capital structure.
   Dividends paid by the  subsidiaries are the primary source of funds available
to the Company for payment of dividends to  shareholders  and for other  working
capital needs.  The payment of dividends by the  subsidiaries  to the Company is
subject to restrictions by regulatory authorities.  These restrictions generally
limit  dividends  to the  current  and  prior two years  retained  earnings.  At
December 31, 1998,  approximately $4,314 of the subsidiaries'  retained earnings
were  available  for  dividends  under  these  guidelines.  In addition to these
restrictions,  as a practical matter, dividend payments cannot reduce regulatory
capital levels below minimum  regulatory  guidelines.  These restrictions do not
presently limit the Company from paying dividends at its historical level.



NOTE P - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
(dollars in thousands)
   Below is condensed  financial  information  of Ohio Valley Banc Corp. In this
information,  the parent's  investment  in  subsidiaries  is stated at cost plus
equity in undistributed  earnings of the subsidiaries  since  acquisition.  This
information  should  be read in  conjunction  with  the  consolidated  financial
statements.

       CONDENSED STATEMENTS OF CONDITION                 at December 31:
Assets                                                   1998      1997
                                                         ----      ----
  Cash and cash equivalents                            $    50   $    50
  Interest-bearing balances with subsidiaries            6,804       242
  Investment in subsidiaries                            33,534    29,620
  Notes receivable - subsidiaries                        8,321     6,639
  Other assets                                              65     1,263
                                                       -------   -------
    Total assets                                       $48,774   $37,814
                                                       =======   =======

Liabilities
 Notes Payable                                         $ 7,878   $   875
 Other liabilities                                         216   $   105
                                                       -------   -------
    Total liabilities                                    8,094       980
                                                       -------   -------
Shareholders' Equity
 Common Stock                                            2,818     1,876
 Surplus                                                27,598    26,275
 Retained Earnings                                       9,797     8,113
 Net unrealized gain on available-for-sale-securities      467       570
                                                       -------   -------
   Total shareholders' equity                           40,680    36,834
                                                       -------   -------
     Total liabilities and shareholders' equity        $48,774   $37,814
                                                       =======   =======


       CONDENSED STATEMENTS OF INCOME                          

                                                       Years ended December 31:
                                                        1998     1997     1996
                                                        ----     ----     ----
Income:
  Interest on deposits                                 $  107   $   48   $   12
  Interest on loans                                        54       70       12
  Interest on notes                                       386      287
  Other operating income                                    3
  Dividends from bank subsidiary                        1,000    1,000    6,000

Expenses:
  Interest on notes                                       196       62
  Operating expenses                                      181      105       87
                                                       ------   ------   ------
  Income before federal income taxes and equity
    in undistributed earnings of subsidiaries           1,173    1,238    5,937
  Income tax benefit (expense)                            (85)     (80)      21
  Equity in undistributed earnings of subsidiaries      3,042    2,624   (2,609)
                                                       ------   ------   ------
    Net Income                                         $4,130   $3,782   $3,349
                                                       ======   ======   ======




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

       CONDENSED STATEMENT OF CASH FLOWS

            Years ended December 31:                    1998     1997     1996
                                                        ----     ----     ----
Cash flows from operating activities:
  Net income                                           $4,130   $3,782   $3,349
  Adjustments to reconcile net income to net cash         
    provided by operating activities:
      Equity in undistributed earnings of subsidiaries (3,042)  (2,624)   2,609
      Amortization                                                  12       12
      Change in other assets                            1,198   (1,256)      21
      Change in other liabilities                         111       56         
                                                       ------   ------   ------
      Net cash provided by operating activities         2,397      (30)   5,991 
                                                       ------   ------   ------

Cash flows from investing activities:
  Purchase of long-term note from subsidiary                             (4,000)
  Change in other short-term investments               (4,434)    (875)    (300)
  Change in subsidiary line of credit                   1,750   (1,454)    (310)
  Change in interest-bearing deposits                  (6,562)   1,403   (1,645)
                                                       ------   ------   ------
    Net cash used in investing activities              (9,246)    (926)  (6,255)
                                                       ------   ------   ------

Cash flows from financing activities:
  Change in other short-term borrowings                 7,003      875
  Cash dividends paid                                  (1,506)  (1,396)  (1,283)
  Cash paid in lieu of fractional shares in stock split    (7)     (11)      (9)
  Proceeds from issuance of common stock                1,359    1,488    1,090
                                                       ------   ------   ------
    Net cash used in financing activities               6,849      956     (202)
                                                       ------   ------   ------

Cash and cash equivalents:
  Change in cash and cash equivalents                       0        0     (466)
  Cash and cash equivalents at beginning of year           50       50      516
                                                       ------   ------   ------
    Cash and cash equivalents at end of year           $   50   $   50   $   50
                                                       ======   ======   ======




NOTE Q - ACQUISITION
(dollars in thousands)

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

                                     Years ended December 31:

                                1998            1997            1996
Net interest income              
 Company                     $18,988         $16,408         $14,840 
 Jackson                         512             528             556     
 Combined                    $19,500         $16,936         $15,396     
         
Net income              
 Company                     $ 3,788         $ 3,680         $ 3,166 
 Jackson                         342             102             183     
 Combined                    $ 4,130         $ 3,782         $ 3,349

SUMMARIZED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

                                          Quarters Ended

       1998                   Mar. 31    Jun. 30    Sept. 30   Dec. 31

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

Net income per share          $  .35     $  .35     $  .36     $  .41


       1997

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

Net income per share          $  .30     $  .34     $  .35     $  .39


       1996

Total interest income         $6,663     $6,906     $7,183     $7,500
Total interest expense         3,156      3,104      3,226      3,370
Net interest income            3,507      3,802      3,957      4,130
Provision for loan losses        241        283        241        563
    Net Income                   771        846        886        846

Net income per share          $  .29     $  .32     $  .33     $  .31



REPORT OF INDEPENDENT AUDITORS

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

   We have audited the accompanying consolidated statements of condition of Ohio
Valley Banc Corp., as of December 31, 1998 and 1997 and the related consolidated
statements of income, changes in shareholders' equity and cash flows for each of
the  three  years  in the  period  ended  December  31,  1998.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

   In our  opinion,  the  consolidated  financial  statements  referred to above
present fairly, in all material respects,  the financial position of Ohio Valley
Banc Corp.  as of December  31, 1998 and 1997 and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
1998, in conformity with generally accepted accounting principles.






                                                  Crowe, Chizek and Company LLP

Columbus, Ohio
February 4, 1999



SUMMARY OF COMMON STOCK DATA

                             OHIO VALLEY BANC CORP.
                     Years ended December 31, 1998 and 1997

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

     The following  table shows bid and ask quotations for the Company's  common
stock  during 1998 and 1997.  The range of market  price is  compiled  from data
provided by the broker based on limited  trading and have been  restated for the
50% stock split in 1998 and the 33-1/3% stock split in 1997.  The quotations are
inter-dealer prices, without retail markup, markdown, or commission, and may not
represent actual transactions.

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

First Quarter     $23.00        $27.66        $24.00        $28.83
Second Quarter     27.33         42.00         28.00         44.00
Third Quarter      40.00         40.50         41.00         43.00
Fourth Quarter     40.00         41.75         41.56         44.50

1997              Low Bid      High Bid      Low Ask       High Ask
- ----              -------      --------      -------       --------

First Quarter     $17.37        $18.88        $18.00        $19.50
Second Quarter     18.88         23.17         19.50         25.83
Third Quarter      23.17         23.67         25.67         26.00
Fourth Quarter     23.33         24.67         24.67         26.00

Dividends per share      1998        1997
- -------------------      ----        ----

First Quarter            $.13        $.13
Second Quarter            .14         .13
Third Quarter             .14         .13
Fourth Quarter            .14         .13

     Shown  above is a table  which  reflects  the  dividends  paid per share as
restated for the 50% stock split in 1998 and the 33-1/3%  stock split in 1997 on
the Company's  common stock.  This  disclosure is based on the weighted  average
number of shares  for each year and does not  indicate  the  amount  paid on the
actual shares  outstanding  at the end of each quarter.  As of December 31, 1998
the  number of  holders  of common  stock was  1,600,  an  increase  from  1,299
shareholders at December 31, 1997.


                      MANAGEMENT'S DISCUSSION AND ANALYSIS

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

                             RESULTS OF OPERATIONS:

SUMMARY
         Ohio Valley Banc Corp achieved record earnings in 1998 of $4,130,000 an
increase of 9.2% from 1997's $3,782,000 which was up 12.9% from 1996. With these
earnings,  net income per share  increased to $1.47 from $1.38 in 1997, up 6.5%.
Net income per share was up 10.4% in 1997. Asset growth for 1998 was $68,360,000
or 18.0% which grew total assets to $447,448,000. The Company's return on assets
(ROA)  declined  slightly to 1.01% for 1998  compared to 1997's  1.02% but is up
from 1996's ROA of .98%. The Company's commitment to enhancing shareholder value
was demonstrated by the market value of your stock being up over 70.6% from 1997
which  was up 37.5%  from  1996.  Return on equity  (ROE)  was  10.69%  for 1998
compared to 10.98% for 1997 and 10.82% for 1996.

NET INTEREST INCOME
         The most  significant  portion of the Company's  revenue,  net interest
income,  results from properly  managing the spread between  interest  income on
earning  assets  and  interest  expense  on the  liabilities  used to fund those
assets.  Net interest  income is affected by changes in both the average  volume
and mix of the  balance  sheet and the  level of  interest  rates for  financial
instruments.  Changes in net interest income are measured by net interest margin
and net interest spread. Net interest margin is expressed as net interest income
divided  by  average   interest-earning  assets.  Net  interest  spread  is  the
difference between the average yield earned on  interest-earning  assets and the
average rate paid on interest-bearing liabilities. Both of these are reported on
a taxable  equivalent  basis.  Net interest  margin is greater than net interest
spread  due to the  interest  earned  on  interest-earning  assets  funded  from
noninterest bearing funding sources, primarily demand deposits and stockholders'
equity.  Following  is a  discussion  of  changes  in  interest-earning  assets,
interest-bearing  liabilities  and the associated  impact on interest income and
interest  expense for the three years ending December 31, 1998.  Tables I and II
have been  prepared  to  summarize  the  significant  changes  outlined  in this
analysis.
         Net  interest  income on a fully tax  equivalent  basis (FTE)  expanded
$2,631,000  in 1998, an increase of 15.3% over the  $17,251,000  earned in 1997.
Net interest income increased 9.9% in 1997 over 1996. The growth in net interest
income for 1998 and 1997 was attributable to a higher level of  interest-earning
assets combined with a higher net interest margin.
         Average earning assets grew by 10.1% during 1998 to reach $383,780,000.
In 1997,  average  earning  assets  grew 6.0% over 1996.  Driving  the growth in
earning  assets was the growth in average  loan  balances.  Average  total loans
expanded  $33,857,000 or 12.5% from 1997 and represent  79.6% of earning assets.
This  compares to average  loan  growth of 9.1% for 1997 and loans  representing
77.9% of earning  assets.  Management  focuses on generating loan growth as this
portion of earning assets provides the greatest  return to the Company.  Average
securities  declined from 22.3% of earning assets for 1996 to 18.6% in 1998. The
shift in earning  assets to loans from  securities  was a strategy  employed  by
management  to move a portion of maturing  securities  to loans to increase  the
yield on earning  assets  which  contributed  to a higher net  interest  margin.
Although loans  comprise a larger  percentage of earning  assets,  management is
comfortable  with the current  level of loans based on  collateral  values,  the
increase in the  allowance  for loan losses and the  Company's  well-capitalized
status.   Management  does  not  anticipate  to  continue  the  reallocation  of
securities to loans in 1999 but by continuing to grow loans and  maintaining the
securities portfolio the percentage of securities to earning assets may decline.
Securities have reached an approximate level which management has targeted which
will provide ample liquidity and cover pledging requirements.
         Average  interest-bearing  liabilities  increased  $27,123,000  or 9.1%
between 1997 and 1998 and increased  $21,200,000  or 7.7% between 1996 and 1997.
The composition of  interest-bearing  liabilities for 1998 has shifted away from
time deposits which  represented 58.7% of  interest-bearing  liabilities in 1998
compared to 64.5% in 1997 and 62.8% in 1996.  More  emphasis  has been placed on
other  borrowed  funds and  repurchase  agreements  which have grown to comprise
13.9% of  interest-bearing  liabilities  from 8.9% in 1997 and 6.2% in 1996. The
use of borrowed funds has been a cost-effective funding source for the Company's
positive  loan  growth.  The average  cost of  borrowed  funds for 1998 is 5.65%
compared to time deposits average cost of 5.73%. Furthermore,  the total average
balance  of  NOW  accounts,   money  markets  and  savings  deposits   increased
$10,039,000  from 1997 to 1998 reversing the decrease of $6,497,000 from 1996 to
1997. Due to a falling rate environment,  Management  preferred to grow deposits
in variable rate products  instead of fixed rate time  deposits.  These balances
were  influenced  by more  aggressive  pricing on NOW and money market  accounts
combined with a larger market area.



         The net interest  margin  improved  .23% to 5.18% in 1998 from 4.95% in
1997.  This  follows  a .17%  increase  in the  net  interest  margin  in  1997.
Contributing  to the improved net interest  margin in 1998 was a gain in the net
interest  spread of .20%.  The yield on earning  assets  rose .16%  compared  to
funding costs  decreasing  .04%. The yield on  interest-earning  assets improved
with higher  relative  balances in loans  combined  with a .11% increase in loan
yields to reach 10.02%. Total funding costs decreased in relation to the cost of
borrowed funds declining .40% and time deposits  comprising a smaller percentage
of  interest-bearing  liabilities.  The impact of interest free funds on the net
interest  margin  increased from .73% in 1997 to .76% in 1998. The .03% increase
in the  contribution  of interest  free funding  sources  combined with the .20%
increase  in the net  interest  spread  yielded  the  .23%  increase  in the net
interest margin. The 1997 increase in net interest margin was due to a .20% gain
in net  interest  spread with asset  yields  rising .42%  versus  funding  costs
increasing  .22%.  The gain in net  interest  spread was  partially  offset by a
decrease of .03% from interest free funding sources.  Management expects the net
interest  margin to level off or even decline in 1999 based on balance sheet mix
stabilizing.

OTHER INCOME AND EXPENSE
         Total other income,  excluding  securities gains and losses,  increased
$458,000,   a  24.6%  gain  over  1997.  Service  charges  on  deposit  accounts
contributed  an  additional  $181,000  in 1998  associated  with  the  Company's
continued  expansion  into new markets.  Additionally,  other  operating  income
increased  $257,000 with gains in loan service fees and commissions  earned from
loan  insurance  sales.  Total other income  increased  28.5% from 1996 to 1997.
Contributing  to 1997's  additional  income was the earnings from life insurance
contracts  purchased  mostly in the fourth  quarter of 1996,  which  provided an
additional  $320,000.  The purpose of these  contracts  was to replace a current
group life  insurance  program for  executive  officers and implement a deferred
compensation plan for directors and executive  officers in 1996 and to implement
a supplemental retirement program in 1997. The cost of providing the benefits to
the participants is expected to be offset by the tax preferenced earnings on the
life insurance contracts.
         Total  other  expense  increased   $1,908,000  or  15.5%  in  1998  and
$1,555,000 or 14.5% in 1997.  The most  significant  expense in this category is
salary  and  employee  benefits.  From  1996 to  1998,  management  staffed  two
full-service branches and four SuperBank offices for the Bank and one office for
Loan Central. Related to the growth in operations was the increase in the number
of full-time  equivalent  employees from 206 at year-end 1996 to 238 at year-end
1998. Salary and employee benefits increased $777,000 or 10.6% from 1997 to 1998
and  increased  $939,000  or 14.7%  from 1996 to 1997.  Associated  with the new
offices  was an increase  in  occupancy  expense  and  furniture  and  equipment
expense. Increased costs are related to depreciation,  rental property costs and
utilities.  Investment in equipment to support growth and processing  technology
also  contributed to the increase.  The return on this  investment in technology
was  reflected  in data  processing  expense  being down for 1997 and 1998.  The
increase in other  operating  expenses over 1997 was related  computer  software
depreciation, merger related expenses associated with the acquisition of Jackson
Savings and general inflationary  increases.  1997's increase in other operating
expense was  impacted  by a  supplemental  retirement  program  implemented  for
directors which also will be offset by earnings on life insurance contracts.

YEAR 2000
         In May of 1997, a six member  committee was formed and charged with the
responsibility  of  ensuring  that the  Company  will be ready for the Year 2000
transition.  This committee has conducted extensive inventories of the Company's
computer  software and hardware as well as other equipment that may be microchip
dependent.  The vendors associated with the aforementioned hardware and software
were contacted to determine the product's Year 2000 readiness.  A Year 2000 plan
has been  developed  which  commits the Company to being Year 2000  compliant by
December  31,  1998,  thereby  affording  the  Company one full year to test all
mission critical systems to verify their viability for the Year 2000 and beyond.
The Company's core software applications, which process loans and deposits, were
developed with the Year 2000 in mind. Nevertheless,  in October 1998 the Company
tested its core hardware and software applications.  Although review of the test
results  are  incomplete,  no year  2000  problems  have been  identified  as of
December 31, 1998.
         The awareness and  assessment  phases of the Company's Year 2000 effort
are complete.  Management estimates that 90% of renovations have been completed.
Ninety percent of the Company's testing has been completed.  Management plans to
have all  renovations  and  testing  completed  by March  31,  1999.  Management
anticipates a total  compliance  cost of less than  $100,000 and therefore  such
costs will not materially effect the Company's results of operations,  liquidity
and  capital  resources.  As  of  December  31,  1998,  the  Company  has  spent
approximately $31,000 on its Year 2000 efforts.
         The risks  associated  with the Company's Year 2000  compliance  relate
primarily to its relationships  with critical business  partners,  which include
service suppliers and customers,  and their ability to effectively  address Year
2000 issues.  In an effort to mitigate  such risk,  the Company has attempted to
assess the Year 2000 efforts and  preparedness of our significant  customers and
service suppliers. The Company has formulated a Year 2000 contingency plan which
was approved by the Company's Board of Directors.


                              FINANCIAL CONDITION:

SECURITIES
         The  second   largest   component  of  earning  assets  is  securities.
Management's goal in structuring the portfolio is to maintain a prudent level of
liquidity while providing an acceptable rate of return without sacrificing asset
quality.  Maturing securities,  have historically  provided sufficient liquidity
such that management has not sold a debt security in several years.
         The  portfolio  consists  primarily  of U.S.  Treasury  notes  and U.S.
Government agencies which comprise  approximately 70% of total securities.  As a
result, the portfolio's exposure to credit risk is minimal. The weighted average
FTE yield on debt  securities at year-end 1998 was 6.52% as compared to 6.64% at
year-end 1997.  Given current  reinvestment  rates, the yield on securities will
decline  in 1999 as higher  yielding  securities  mature.  Table III  provides a
summary of the portfolio by category and remaining contractual maturity.  Issues
classified  as  equity  securities  have no  stated  maturity  date  and are not
included in Table III. The portfolio was comprised  largely of fixed rate issues
and  does  not  contain  any  issues  which  would be  classified  as high  risk
mortgage-backed securities.

LOANS
         In  1998,   total  loans  increased   $66,863,000  or  23.9%  to  reach
$347,130,000.  The largest  contributor  was  residential  mortgage  loans which
experienced  tremendous  growth of  $42,953,000  or 35.9% driven by low interest
rates.  Furthermore,  a majority of the mortgage  loan growth  occurred in newer
markets outside of Gallia county.  The Company generally  originates real estate
loans for its own portfolio, as very few loans are sold on the secondary market.
Commercial loans increased  $17,992,000 or 23.0%. Consumer loans grew $6,786,000
representing  a 8.6% gain.  A portion  of the  consumer  loans  were  originated
through  indirect  lending,  primarily  from area  automobile  dealers,  and are
subject to the same  underwriting  as our regular  loans.  Tables V, VI, and VII
have been provided to enhance the  understanding  of the loan  portfolio and the
allowance for potential loan losses. The allowance for loan losses is maintained
by  management  at  a  level  considered  adequate  to  cover  possible  losses.
Management  evaluates the adequacy of the  allowance  for loan losses  quarterly
based on  several  factors  including,  but not  limited  to,  general  economic
conditions,  loan  portfolio  composition,   prior  loan  loss  experience,  and
management's  estimate of future  probable  losses.  Actual  losses on loans are
reflected as reductions in the reserve and are referred to as  charge-offs.  The
amount of the  provision  for loan losses  charged to operating  expenses is the
amount necessary,  in management's  opinion,  to maintain the allowance for loan
losses at an adequate level.  The allowance  required is primarily a function of
the relative quality of the loans in the loan portfolio, the mix of loans in the
portfolio and the rate of growth of outstanding loans.
         The ratio of net  charge-offs  to average  total loans at December  31,
1998 was .46% up from .38% at December  31, 1997 due mostly to higher  losses in
the consumer loan area.  Net  charge-offs in both the real estate and commercial
loan areas were  relatively  low, which  represents the overall quality of these
segments of the loan portfolio.  Nonperforming  loans,  which include nonaccrual
loans and accruing  loans past due 90 days or more,  are returned to  performing
status when the loan is brought  current and has  performed in  accordance  with
contractual terms.  Nonperforming loans were approximately $3,087,000 or .89% of
outstanding  balances at December 31, 1998  compared to  $4,626,000  or 1.65% of
outstanding  balances at the end of 1997. The decrease  nonperforming  loans was
primarily attributable to loans that were 90 days or more past due.
         For 1998, provision expense was up $1,050,000 compared to the provision
expense for 1997.  The increase in  provision  expense was  associated  with the
exceptional loan growth in 1998 coupled with the increase in net charge offs. As
a percentage of total loans,  the allowance for loan losses at December 31, 1998
was 1.23% versus 1.21% at December 31, 1997.  Management  believes the allowance
is adequate to absorb inherent  losses in the current  portfolio and anticipates
that it will  continue  its  provision to the  allowance  for loan losses at its
current level for the foreseeable future.



DEPOSITS
         Interest-earning  assets are funded  primarily  by core  deposits.  The
accompanying table IV shows the composition of total deposits as of December 31,
1998. Total deposits grew $21,280,000 or 7.0% to reach  $327,317,000 by year-end
1998.  Leading  the growth in  deposits  was NOW  accounts  with an  increase of
$17,751,000.   The  Company's   new  Gold  Club  product   fueled  this  growth.
Furthermore,  noninterest-bearing deposits increased $8,861,000 and money market
accounts increased  $4,648,000.  Certificates of deposit are down $12,919,00 due
to the  utilization  of borrowed  funds.  With the  expansion in new and current
markets, management expects continued growth in deposits in 1999.

FUNDS BORROWED
         In addition to traditional  deposits,  the Company  considers  borrowed
funds when evaluating  funding sources.  Other funds borrowed consist of Federal
Home Loan Bank (FHLB) advances,  securities sold under agreements to repurchase,
and promissory notes. FHLB advances are subject to collateral agreements and are
secured by  qualifying  first  mortgage  loans.  Management  has  utilized  FHLB
advances to fund long-term  assets and to fund  short-term  liquidity  needs. At
December 31, 1998, the balance of FHLB advances totaled $47,714,000  compared to
$18,553,000 at December 31, 1997. FHLB borrowings have two distinct  advantages:
they are less  expensive  than  deposits for  comparable  terms and they are not
subject to early  redemption.  Management  will continue to evaluate  borrowings
from the FHLB as an alternative  funding source.  Promissory notes are primarily
associated  with funding loans at Loan Central and were issued with terms of one
year of less. 

CAPITAL RESOURCES
         The  Company   maintains  a  capital  level  that  exceeds   regulatory
requirements  as a  margin  of  safety  for  its  depositors  and  shareholders.
Shareholders'  equity  totaled  $40,680,000  at December 31,  1998,  compared to
$36,834,000 at December 31, 1997, which  represents  growth of 10.4%. All of the
capital ratios exceeded the regulatory  minimum guidelines as identified in Note
O "Regulatory Matters".
         Cash dividends  paid of $1,506,000 for 1998  represents a 7.9% increase
over the cash dividends paid during 1997. The increase in cash dividends paid is
due to the additional shares  outstanding during 1998 which were not outstanding
during 1997 and an increase in dividends paid per share.
         The Company maintains a dividend  reinvestment and stock purchase plan.
The plan allows  shareholders to purchase  additional shares of company stock. A
benefit of the plan is to permit the  shareholders to reinvest cash dividends as
well as make  supplemental  purchases  without  the usual  payment of  brokerage
commissions.  During 1998,  the Company  issued 31,196 shares under the dividend
reinvestment and stock purchase plan. At December 31, 1998, approximately 68% of
the shareholders were enrolled in the dividend reinvestment plan. Members of the
plan invested $1,131,000 in 1998 which represents 75% of year-to-date  dividends
paid.

LIQUIDITY AND INTEREST RATE SENSITIVITY
         The  Company's  goal for interest  rate  sensitivity  management  is to
maintain a balance  between  steady  net  interest  income  growth and the risks
associated  with interest rate  fluctuations.  Interest rate risk ("IRR") is the
exposure of the Company's  financial  condition to adverse movements in interest
rates.  Accepting  this risk can be an important  source of  profitability,  but
excessive levels of IRR can threaten the Company's  earnings and capital.  It is
management's  policy  not to  position  the  balance  sheet so as to expose  the
Company  to levels  of  interest  rate risk  which  could  significantly  impair
earnings performance or endanger capital.
         The  Company's  asset  and  liability   committee   monitors  the  rate
sensitivity  of the balance sheet weekly through  parameters  established by the
Board of Directors. The committee uses an interest rate sensitivity gap analysis
prepared  quarterly  to  monitor  the  relationship  between  the  maturity  and
repricing  of its  interest-earning  assets  and  interest-bearing  liabilities.
Interest rate sensitivity gap is defined as the difference between the amount of
interest-earning  assets and interest-bearing  liabilities maturing or repricing
within a specified time period.  A gap position is considered  positive when the
amount of interest  sensitive  assets  exceed the amount of  interest  sensitive
liabilities,  and is  considered  negative  when the amount  interest  sensitive
liabilities exceed the amount of interest sensitive assets. Generally,  during a
period of rising  interest  rates,  a negative  gap would  adversely  affect net
interest  income,  while a  positive  gap  would  result in an  increase  in net
interest  income.  Conversely,  during a period of  falling  interest  rates,  a
negative  gap would  result  in an  increase  in net  interest  income,  while a
positive gap would negatively affect net interest income.  This analysis assumes
that  interest  rate changes for  interest-earning  assets and  interest-bearing
liabilities are of the same magnitude and velocity, whereas actual interest rate
changes generally differ in magnitude and velocity.



         The  Company's  exposure to  interest  rate risk is  primarily  managed
through  the   selection   of  the  type  and   repricing   characteristics   of
interest-earning  assets  and  interest-bearing   liabilities.   Management  can
influence  the  Company's  gap  position  by  offering  fixed or  variable  rate
products, by changing the terms of new loans,  investments and time deposits, or
by selling  existing  assets or  repaying  certain  liabilities.  The  Company's
ability to manage its gap position  can be  challenged  by customer  preferences
which  may  not  meet  the  Company's   goals.   The  FHLB  assists  in  funding
interest-earning   assets  by  providing   advances   with   similar   repricing
characteristics as many of the loans offered by the Company.
         Table  VIII  provides   information   about  the  Company's   financial
instruments  that are sensitive to changes in interest rates. The table presents
repricing  opportunities  strictly by maturity date without regard for repricing
dates for variable rate products.  Noninterest-bearing  checking deposits assume
an annual decay rate of 13% and savings and  interest-bearing  checking accounts
assume an annual decay rate of 21% based on the Company's historical experience.
         Liquidity  management  should  focus on matching  the cash  inflows and
outflows within the Company's  natural market for loans and deposits.  This goal
is accomplished by maintaining sufficient asset liquidity along with stable core
deposits.  The primary sources of liquidity are  interest-bearing  balances with
banks,  federal  funds sold and the maturity and  repayment of  investments  and
loans as well as cash flows provided from operations. The Company has classified
$26,255,000  in  securities  as  available  for sale at December  31,  1998.  In
addition, Federal Home Loan Bank in Cincinnati offers advances to the Bank which
further enhances the Bank's ability to meet liquidity demands. The Bank also has
the ability to purchase federal funds from several of its  correspondent  banks.
Management  does not rely on any single  source of  liquidity  and  monitors the
level of  liquidity  based on many factors  affecting  the  Company's  financial
condition. See statement of cash flows.

INFLATION
         Consolidated  financial  data  included  herein  has been  prepared  in
accordance with generally accepted accounting principles (GAAP). Presently, GAAP
requires  the Company to measure  financial  position and  operating  results in
terms of historical dollars with the exception of securities available for sale,
which are carried at fair value.  Changes in the relative  value of money due to
inflation or deflation are generally not considered.
         In management's opinion, changes in interest rates affect the financial
institution  to a far greater degree than changes in the inflation  rate.  While
interest rates are greatly  influenced by changes in the inflation rate, they do
not  change at the same rate or in the same  magnitude  as the  inflation  rate.
Rather,  interest  rate  volatility  is based on changes in the expected rate of
inflation,  as well as monetary and fiscal policies.  A financial  institution's
ability to be  relatively  unaffected  by changes  in  interest  rates is a good
indicator of its capability to perform in today's volatile economic environment.
The Company seeks to insulate  itself from interest rate  volatility by ensuring
that rate sensitive assets and rate sensitive  liabilities respond to changes in
interest rates in a similar time frame and to a similar degree.

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


CONSOLIDATED AVERAGE BALANCE SHEET & ANALYSIS OF NET INTEREST INCOME


Table I
                                                                        December 31
                                   ------------------------------------------------------------------------------------
                                              1998                         1997                         1996 
(dollars in thousands)             --------------------------   --------------------------   --------------------------
                                   Average    Income/  Yield/   Average    Income/  Yield/   Average    Income/  Yield/
                                   Balance    Expense   Rate    Balance    Expense   Rate    Balance    Expense   Rate 
                                   -------    -------   ----    -------    -------   ----    -------    -------   ---- 
                                                                                       
ASSETS
- ------
Interest-earning assets:
  Interest-bearing balances        $  3,079   $   176   5.71%   $  3,835   $   194   5.06%   $  3,708   $   192   5.17%
    with banks
  Federal funds sold                  3,910       214   5.47       3,728       202   5.40       2,999       158   5.27
  Securities:
    Taxable                          55,092     3,457   6.27      56,768     3,564   6.28      60,898     3,602   5.91
    Tax exempt                       16,307     1,136   6.97      12,700       911   7.17      12,301       889   7.23
  Loans                             305,392    30,590  10.02     271,535    26,897   9.91     248,833    23,715   9.53
                                   --------   -------  -----    --------   -------  -----    --------   -------  -----
    Total interest-
      earning assets                383,780    35,573   9.27%    348,566    31,768   9.11%    328,739    28,556   8.69%

Noninterest-earning assets:
  Cash and due from banks             9,268                        7,968                        7,462
  Other nonearning assets            19,065                       16,322                        9,168
  Allowance for loan losses          (3,631)                      (3,304)                      (2,781)
                                   --------                     --------                     --------
    Total noninterest-
      earning assets                 24,702                       20,986                       13,849

        Total assets               $408,482                     $369,552                     $342,588
                                   ========                     ========                     ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
  NOW accounts                     $ 36,152     1,222   3.38%   $ 31,568     1,048   3.32%   $ 32,238     1,091   3.38%
  Savings and Money Market           52,671     1,381   2.62      47,216     1,181   2.50      53,043     1,329   2.50
  Time deposits                     189,955    10,886   5.73     191,317    10,934   5.72     173,060     9,672   5.59
  Repurchase agreements              18,148       685   3.77      11,352       435   3.83       9,813       339   3.46
  Other borrowed money               26,832     1,517   5.65      15,182       919   6.05       7,281       425   5.84
                                   --------   -------  -----    --------   -------  -----    --------   -------  -----
    Total interest-
      bearing liabilities           323,758    15,691   4.85%    296,635    14,517   4.89%    275,435    12,856   4.67%

Noninterest-bearing liabilities:
  Demand deposit accounts            40,715                       34,195                       32,449
  Other liabilities                   5,370                        4,273                        3,746
                                   --------                     --------                       ------
    Total noninterest-
      bearing liabilities            46,085                       38,468                       36,195
  
  Shareholders' equity               38,639                       34,449                       30,958
                                   --------                     --------
    Total liabilities and
      shareholders' equity         $408,482                     $369,552                     $342,588
                                   ========                     ========                     ========

Net interest earnings                         $19,882                      $17,251                      $15,700
                                              =======                      =======                      =======
Net interest earnings as a percent
  of interest-earning assets                            5.18%                        4.95%                        4.78%
                                                       -----                        -----                        -----
Net interest rate spread                                4.42%                        4.22%                        4.02%
                                                       -----                        -----                        -----
Average interest-bearing liabilities
  to average earning assets                            84.36%                       85.10%                       83.79%
                                                       =====                        =====                        =====


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


RATE VOLUME ANALYSIS OF CHANGES IN INTEREST INCOME & EXPENSE


Table II
                                                 1998                                   1997  
                                      -----------------------------          ----------------------------
(dollars in thousands)                     Increase (Decrease)                    Increase (Decrease)
                                        From Previous Year Due to              From Previous Year Due to
                                      -----------------------------          ----------------------------
                                      Volume    Yield/Rate    Total          Volume   Yield/Rate    Total
                                      ------    ----------    -----          ------   ----------    -----
                                                                                
INTEREST INCOME
- ---------------
Interest-bearing balances
  with banks                        $   (41)    $    23     $   (18)        $     6   $     (4)   $     2
Federal funds sold                       10           2          12              40          4         44
Securities:
  Taxable                              (105)         (2)       (107)           (252)       214        (38)
  Tax exempt                            251         (26)        225              29         (7)        22  
Loans                                 3,389         304       3,693           2,222        960      3,182 
                                    -------     -------     -------         -------    -------    -------
    Total interest income             3,504         301       3,805           2,045      1,167      3,212 

INTEREST EXPENSE
- ----------------
NOW accounts                            155          19         174             (22)       (21)       (43)
Savings and Money Market                141          59         200            (146)        (2)      (148)
Time deposits                           (79)         31         (48)          1,039        223      1,262
Repurchase agreements                   257          (7)        250              57         39         96
Other borrowed money                    662         (64)        598             478         16        494 
                                    -------     -------     -------         -------    -------    ------- 
    Total interest expense            1,136          38       1,174           1,406        255      1,661 
                                    -------     -------     -------         -------    -------    -------
Net interest earnings               $ 2,368      $  263     $ 2,631         $   639    $   912    $ 1,551 
                                    =======     =======     =======         =======    =======    ======= 


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


SECURITIES


Table III             
                                                                      MATURING
                                   ---------------------------------------------------------------------------
As of December 31, 1998                Within           After One but       After Five but
(dollars in thousands)                One Year        Within Five Years    Within Ten Years    After Ten Years
                                      --------        -----------------    ----------------    ---------------
                                   Amount    Yield     Amount    Yield      Amount   Yield      Amount   Yield
                                   ------    -----     ------    -----      ------   -----      ------   -----
                                                                                 
U.S. Treasury securities          $10,551    6.81%    $ 7,692    6.35%
Obligations of U.S. Government      
  agency securities                                    31,807    6.02%
Obligations of states and
  political subdivisions            2,756    6.69%      7,197    7.39%      $4,371    7.82%      $2,871   7.09%
Mortgage-backed securities                                  7    8.00%         350    6.13%          24   6.28% 
                                  -------    ----     -------    ----       ------    ----       ------   ----
    Total debt securiities        $13,307    6.78%    $46,703    6.29%      $4,721    7.70%      $2,895   7.09%
                                  =======    ====     =======    ====       ======    ====       ======   ====


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

DEPOSITS

Table IV                                     as of December 31

(dollars in thousands)
                                     1998           1997           1996
                                     ----           ----           ----
Interest-bearing deposits:
  NOW accounts                     $ 47,190       $ 29,439       $ 28,493
  Money Market                       20,103         15,455         16,115
  Savings accounts                   33,624         33,453         34,628
  IRA accounts                       30,870         28,102         28,044
  Certificates of Deposit           149,569        162,488        152,954
                                   --------       --------       --------
                                    281,356        268,937        260,234
Noninterest-bearing deposits:
  Demand deposits                    45,961         37,100         34,091
                                   --------       --------       --------
    Total deposits                 $327,317       $306,037       $294,325
                                   ========       ========       ========


ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

Table V                                        Years Ended December 31
(dollars in thousands)                 1998     1997     1996     1995     1994
- ----------------------                 ----     ----     ----     ----     ----

Commercial loans                      $1,132   $  879   $  887   $  328   $  628
 Percentage of loans to total loans   28.18%   28.79%   29.08%   20.06%   23.38%

Real estate loans                        264      218      338      328      213
 Percentage of loans to total loans   47.14%   43.07%   42.56%   50.49%   50.17%

Consumer loans                         1,360      949      799      597      544
 Percentage of loans to total loans   24.68%   28.14%   28.36%   29.45%   26.45%

Unallocated                            1,521    1,344    1,156    1,228      876
                                     -------  -------  -------  -------  -------
Allowance for Loan Losses             $4,277   $3,390   $3,180   $2,481   $2,261
                                     =======  =======  =======  =======  =======
                                     100.00%  100.00%  100.00%  100.00%  100.00%
                                     =======  =======  =======  =======  =======
Ratio of net charge-offs
 to average loans                       .46%     .38%     .25%     .19%     .12%
                                     =======  =======  =======  =======  =======

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

SUMMARY OF NONPERFORMING AND PAST DUE LOANS

Table VI
(dollars in thousands)                 1998     1997     1996     1995     1994
- ----------------------                 ----     ----     ----     ----     ----
Impaired loans                        $  624   $  430   $  449   $  579 
Past due-90 days or more and
  still accruing                       2,106    3,607    2,707    2,785   $3,096
Nonaccrual                               981    1,019      737      963      473
Accruing loans past due 90
  days or more to total loans           .61%    1.29%    1.02%    1.23%    1.47%
Nonaccrual loans as a % of
  total loans                           .28%     .36%     .28%     .42%     .22%
Impaired loans as a % of total loans    .18%     .15%     .17%     .25%
Allowance for loans losses as a
  % of total loans                     1.23%    1.21%    1.20%    1.09%    1.07%

   Management  believes that the impaired loan disclosures are comparable to the
nonperforming  loan disclosures except that the impaired loan disclosures do not
include  single family  residential  or consumer loans which are analyzed in the
aggregate for loan impairment purposes.
   During 1998,  the Company did not recognize  any interest  income on impaired
loans.  Loans not included above that management feels have loss potential total
approximately  $275.  The Company has no assets which are  considered  to be
troubled debt restructurings.
   Management  formally  considers  placing  a loan on  nonaccrual  status  when
collection  of principal or interest has become  doubtful.  Furthermore,  a loan
should not be  returned  to the  accrual  status  unless  either all  delinquent
principal or interest has been brought  current or the loan becomes well secured
and is in the process of collection.

MATURITY AND REPRICING DATA OF LOANS


Table VII

As of December 31, 1998                             Maturing/Repricing
(dollars in thousands)
                               Within       After One but
                              One Year    Within Five Years   After Five Years     Total
                              --------    -----------------   ----------------     -----
                                                                      
Commercial loans and other    $ 54,776         $12,510            $30,530        $ 97,816
Real estate loans               42,187          33,850             87,613         163,650
Consumer loans                  22,231          52,770             10,663          85,664
                              --------         -------            -------        --------
  Total loans                 $119,194         $99,130            128,806        $347,130
                              ========         =======            =======        ========


Loans maturing or repricing after one year with:
   Variable interest rates    $ 55,005     
   Fixed interest rates        172,931
                              --------
   Total                      $227,936     
                              ========     


RATE SENSITIVITY ANALYSIS


Table VIII
(dollars in thousands)

As of December 31, 1998                                 Principal Amount Maturing in:
                                                                                          There-           Fair Value
                                         1999      2000      2001      2002      2003     after    Total    12/31/98
                                                                                    
Rate-Sensitive Assets:
Fixed interest rate loans             $ 11,262  $  7,926  $ 15,369  $ 20,251  $ 16,367  $113,018  $184,193  $189,679
Average interest rate                    9.52%    11.78%    11.96%    11.25%    10.12%     8.21%     9.26% 

Variable interest rate loans          $ 31,588  $  2,825  $  5,995  $  5,886  $  4,218  $112,425  $162,937  $163,293
Average interest rate                    9.87%     9.34%     9.24%     8.61%     8.39%     7.89%     8.39%

Fixed interest rate securities        $ 13,169  $  8,352  $ 10,317  $ 11,382  $ 16,389  $ 11,215  $ 70,824  $ 72,574
Average interest rate                    6.88%     6.44%     6.40%     6.24%     6.20%     7.33%     6.57%

Other interest-bearing assets         $    795                                                    $    795  $    795
Average interest rate                    4.78%                                                       4.78%

Rate-Sensitive Liabilities:
Noninterest-bearing checking          $  5,515  $  5,258  $  4,223  $  3,716  $  3,270  $ 23,979  $ 45,961  $ 45,961

Savings & Interest-bearing checking   $ 15,908  $ 12,941  $ 10,593  $  8,726  $  7,235  $ 45,514  $100,917  $100,917
Average interest rate                    3.02%     3.06%     3.09%     3.13%     3.17%     3.38%     3.21%

Time deposits                         $119,747  $ 35,851  $  9,247  $  3,980  $ 10,308  $  1,306  $180,439  $181,638
Average interest rate                    5.43%     5.53%     5.70%     6.41%     6.00%     7.30%     5.53%

Fixed interest rate borrowings        $ 11,622  $ 10,939  $  4,439  $  5,336  $  3,098  $ 10,324  $ 45,758  $ 45,850
Average interest rate                    5.48%     5.35%     5.55%     5.42%     5.71%     5.37%     5.44%

Variable interest rate borrowings     $ 29,051                                                    $ 29,051  $ 29,051
Average interest rate                    4.58%                                                       4.58%




KEY RATIOS

Table IX
                               1998     1997     1996     1995     1994
                               ----     ----     ----     ----     ----
Return on average assets       1.01%    1.02%     .98%     .88%     .79%
Return on average equity      10.69%   10.98%   10.82%   10.53%   10.04%
Dividend payout ratio         37.13%   37.81%   39.53%   41.59%   44.37%
Average equity to
  average assets               9.46%    9.32%    9.04%    8.33%    7.90%