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

                                    FORM 10-Q

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


                         For the quarterly period ended:
                                  MARCH 31, 1999


                         Commission file number: 0-20914

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

                                      Ohio
         -------------------------------------------------------------- 
         (State or other jurisdiction of incorporation or organization)

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

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

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


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

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

       Common stock, $1.00 stated value          Outstanding at April 30, 1999
                                                 2,825,436 common shares



                              OHIO VALLEY BANC CORP
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1999



                         Part I - Financial Information

    Item 1 - Financial Statements

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



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

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

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

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

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


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


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



                          Part II - Other Information

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



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


                                                     March 31,     December 31,
                                                       1999            1998
                                                   ------------    ------------
ASSETS
Cash and noninterest-bearing deposits with banks   $    11,455     $    12,342
Federal funds sold                                       2,125             375
                                                   ------------    ------------
     Total cash and cash equivalents                    13,580          12,717
Interest-bearing balances with banks                       502             795 
Securities available-for-sale                           25,905          26,255 
Securities held-to-maturity                             44,933          45,369 
Total loans                                            367,943         347,130
Allowance for loan losses                               (4,431)         (4,277)
                                                   ------------    ------------ 
     Net loans                                         363,512         342,853
Premises and equipment, net                              8,650           8,360
Accrued interest receivable                              3,019           2,723
Other assets                                             8,858           8,376
                                                   ------------    ------------
          Total assets                             $   468,959     $   447,448
                                                   ============    ============

LIABILITIES
Noninterest-bearing deposits                       $    41,382     $    45,961
Interest-bearing deposits                              326,142         281,356
                                                   ------------    ------------
     Total deposits                                    367,524         327,317
Securities sold under agreements to repurchase           9,008          19,066
Other borrowed funds                                    45,569          55,743
Accrued liabilities                                      5,290           4,642 
                                                   ------------    ------------
          Total liabilities                            427,391         406,768
                                                   ------------    ------------

SHAREHOLDERS' EQUITY
Common stock ($1.00 stated value, 5,000,000
   shares authorized; 2,825,436 and 2,818,413
   shares issued and outstanding at March 31,     
   1999 and December 31, 1998)                           2,825           2,818
Surplus                                                 27,892          27,598
Retained earnings                                       10,435           9,797
Net unrealized gain on available-for-sale               
   securities                                              416             467
                                                   ------------    ------------
   Total shareholders' equity                           41,568          40,680  
                                                   ------------    ------------
          Total liabilities and                    
             shareholders' equity                  $   468,959     $   447,448
                                                   ============    ============

               See notes to the consolidated financial statements.

                                        1





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

                                               Three months ended March 31,
                                                 1999                1998
                                             ------------        ------------

Interest income:
   Interest and fees on loans                $      8,345        $      7,038   
   Interest on taxable securities                     767                 826 
   Interest on nontaxable securities                  208                 168
   Dividends                                           68                  59
   Other interest                                      49                  90
                                             ------------        ------------
         Total interest income                      9,437               8,181

Interest expense:
   Interest on deposits                             3,580               3,294
   Interest on repurchase agreements                   98                 111
   Interest on other borrowed funds                   697                 279
                                             ------------        ------------
        Total interest expense                      4,375               3,684
                                             ------------        ------------
        
Net interest income                                 5,062               4,497
Provision for loan losses                             448                 356
                                             ------------        ------------
Net interest income after provision                 4,614               4,141
                         
Other income:
   Service charges on deposit accounts                256                 202
   Trust division income                               56                  52
   Other operating income                             266                 250
                                             ------------        ------------
        Total other income                            578                 504

Other expense:
   Salaries and employee benefits                   2,139               1,887
   Occupancy expense                                  230                 150 
   Furniture and equipment expense                    230                 192
   Data processing expense                            104                 119
   Other operating expense                          1,066                 964
                                             ------------        ------------
        Total other expense                         3,769               3,312
                                             ------------        ------------

Income before taxes                                 1,423               1,333
Provision for income taxes                            391                 366
                                             ------------        ------------
NET INCOME                                   $      1,032        $        967
                                             ============        ============

Earnings per share                           $       0.29        $       0.28
                                             ============        ============


                                   (Continued)
                                       
                                        2


           
                              OHIO VALLEY BANC CORP
                  CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
                             IN SHAREHOLDERS' EQUITY
                 (dollars in thousands, except per share data)

                                               Three months ended March 31,
                                                 1999                1998
                                             ------------        ------------

Balance at beginning of period               $     40,680        $     36,834

Comprehensive income:
  Net income                                        1,032                 967
  Net change in unrealized gain on 
   available-for-sale securities                      (51)                 (1)
                                             ------------        ------------
    Total comprehensive income                        981                 966

Proceeds from issuance of common
   stock through the dividend
   reinvestment plan                                  301                 348

Cash dividends                                       (394)               (360)
                                             ------------        ------------

Balance at end of period                     $     41,568        $     37,788
                                             ============        ============
 

               See notes to the consolidated financial statements.

                                        3



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

                                                 Three months ended March 31,
                                                   1999                1998
                                               ------------        ------------

Net cash provided by operating activities      $      1,866        $      2,119

Investing activities
   Proceeds from maturities of
      securities available-for-sale                   2,100               3,500
   Purchases of securities available-
      for-sale                                       (1,763)             
   Proceeds from maturities of
      securities held-to-maturity                       300               3,344
   Change in interest-bearing deposits
      in other banks                                    293                 (14)
   Net increase in loans                            (21,107)             (8,538)
   Purchases of premises and equipment, net            (533)               (660)
   Purchases of insurance contracts                    (175)               (580)
                                                  ------------     ------------ 
        Net cash from investing activities          (20,885)             (2,948)

Financing activities
   Change in deposits                                40,207               6,964
   Cash dividends                                      (394)               (360)
   Proceeds from issuance of common stock               301                 348
   Change in securities sold under
      agreements to repurchase                      (10,059)              1,693
   Proceeds from long-term borrowings                 4,500              12,164
   Repayment of long-term borrowings                 (3,345)             (4,266)
   Change in other short-term borrowings            (11,328)             (4,298)
                                               ------------        ------------ 
        Net cash from financing activities           19,882              12,245
                                               ------------        ------------

Change in cash and cash equivalents                     863              11,416 
Cash and cash equivalents at beginning
   of year                                           12,717               7,806
                                               ------------       -------------
Cash and cash equivalents at March 31,         $     13,580       $      19,222
                                               ============       =============



               See notes to the consolidated financial statements

                                        4


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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

These interim  financial  statements are prepared  without audit and reflect all
adjustments of a normal  recurring  nature which,  in the opinion of Management,
are  necessary to present  fairly the  consolidated  financial  position of Ohio
Valley Banc Corp.  at March 31,  1999,  and its results of  operations  and cash
flows  for  the  periods  presented.  The  accompanying  consolidated  financial
statements  do not purport to contain all the  necessary  financial  disclosures
required by generally  accepted  accounting  principles  that might otherwise be
necessary in the circumstances. The Annual Report for Ohio Valley Banc Corp. for
the year ended December 31, 1998, contains consolidated financial statements and
related  notes  which  should  be  read in  conjunction  with  the  accompanying
consolidated financial statements.

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

For  consolidated  financial  statement  classification  and cash flow reporting
purposes,  cash and cash equivalents  include cash on hand,  noninterest-bearing
deposits with banks and federal funds sold. For the three months ended March 31,
1999 and March 31, 1998,  Ohio Valley Banc Corp.  paid interest in the amount of
$4,466 and $3,804,  respectively.  For the three months ended March 31, 1999 and
March 31,  1998,  Ohio  Valley  Banc Corp.  paid  income  taxes of $140 and $50,
respectively.

Earnings per share is computed based on the weighted average shares  outstanding
during the period. For the three months ended March 31, 1999 and March 31, 1998,
weighted average shares outstanding were 3,527,893 and 3,481,722,  respectively.
On April 7, 1999, the Board of Directors declared a five for four stock split to
shareholders  of record on April 19,  1999.  The  stock  split was  recorded  by
transferring  from retained  earnings an amount equal to the stated value of the
shares  issued.  Earnings  and  cash  dividends  per  share  amounts  have  been
retroactively adjusted to reflect the effect of the stock split.

The  Company  adopted  Statement  of  Financial  Accounting  Standard  No.  130,
"Reporting   Comprehensive   Income".   Under  this  new  accounting   standard,
comprehensive  income is now  reported  for all  periods.  Comprehensive  income
includes both net income and other  comprehensive  income.  Other  comprehensive
income  includes  the  change  in  unrealized  gains and  losses  on  securities
available-for-sale.





                                   (Continued)

                                        5



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


NOTE 2 - SECURITIES 

The amortized cost,  gross unrealized gains and losses and estimated fair values
of the securities,  as presented in the consolidated  balance sheet at March 31,
1999 and December 31, 1998 are as follows:

                                             March 31, 1999
                          -----------------------------------------------------
                                           Gross        Gross       Estimated
                           Amortized     Unrealized   Unrealized       Fair
                              Cost          Gains       Losses        Values
                          ------------   ----------   ----------   ------------
Securities Available-for-Sale
- -----------------------------
U.S. Treasury 
   securities             $     15,802   $      240                $     16,042
U.S. Government agency
   securities                    4,053           47   $     (16)          4,084
Mortgage-backed
   securities                    1,478            1         (12)          1,467
Marketable equity
   securities                    3,942          370                       4,312
                          ------------   ----------   ----------   ------------
     Total securities     $     25,275   $      658   $     (28)   $     25,905
                          ============   ==========   ==========   ============

Securities Held-to-Maturity
- ---------------------------
U.S. Government agency
   securities             $     27,676   $      273   $     (21)   $     27,928
Obligations of state and
   political subdivisions       16,892          507         (21)         17,378
Mortgage-backed securities         365            1         (19)            347
                          ------------   ----------   ----------   ------------
     Total securities     $     44,933   $      781   $     (61)   $     45,653
                          ============   ==========   ==========   ============

                                           December 31, 1998
                          -----------------------------------------------------
                                           Gross        Gross       Estimated
                           Amortized     Unrealized   Unrealized       Fair
                              Cost          Gains       Losses        Values
                          ------------   ----------   ----------   ------------
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 state 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
                          ============   ==========   ==========   ============


                                   (Continued)

                                        6



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


NOTE 2 - SECURITIES (Continued)

The  amortized  cost and  estimated  fair value of debt  securities at March 31,
1998, by contractual  maturity,  are shown below.  Actual  maturities may differ
from contractual maturities because certain borrowers may have the right to call
or prepay the debt obligations prior to their contractual maturities.

                           Available-for-Sale             Held-to-Maturity
                       ---------------------------   ---------------------------
                                      Estimated                      Estimated
                        Amortized        Fair         Amortized         Fair
                           Cost          Value           Cost           Value
                       ------------   ------------   ------------   ------------
Debt securities:
 Due in one year
   or less             $      9,823   $      9,932   $      2,747   $      2,762
 Due in one to
   five years                10,032         10,195         34,683         35,178
 Due in five to                                         
   ten years                                                4,392          4,609
 Due after ten years                                        2,745          2,757
 Mortgage-backed sec.         1,478          1,466            366            347
                       ------------   ------------   ------------   ------------
 Total debt
   securities          $     21,333   $     21,593   $     44,933   $     45,653
                       ============   ============   ============   ============

Gains and losses on the sale of  securities  are  determined  using the specific
identification  method.  There were no sales of debt or equity securities during
the first three months of 1999 or 1998.

NOTE 3 - LOANS 

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

                                                      March 31,     December 31,
                                                        1999            1998
                                                    ------------    ------------
Real estate loans                                   $    173,267    $    163,650
Commercial and industrial loans                          107,745          96,116
Consumer loans                                            85,574          85,664
Other loans                                                1,357           1,700
                                                    ------------    ------------
                                                    $    367,943    $    347,130
                                                    ============    ============

At March 31,  1999 and  December  31,  1998,  loans on  nonaccrual  status  were
approximately $900 and $981, respectively.  Loans past due more than 90 days and
still  accruing at March 31, 1999 and  December 31, 1998 were $3,416 and $2,106,
respectively.  Other real estate  owned at March 31, 1999 and  December 31, 1998
was unchanged at $31.

                                   (Continued)

                                        7


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


NOTE 4 - ALLOWANCE FOR LOAN LOSSES 

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

                                                      1999             1998
                                                  ------------     ------------

    Balance - January 1,                          $      4,277     $      3,290 
    Loans charged off:
         Real estate                                        16                2
         Commercial                                         45              
         Consumer                                          298              319
                                                  ------------     ------------
              Total loans charged off                      359              321
    Recoveries of loans:
         Real estate                                        11               38 
         Commercial                                          2               44
         Consumer                                           52               35
                                                  ------------      -----------
              Total recoveries                              65              117

    Net loan charge-offs                                  (294)            (204)

    Provision charged to operations                        448              356
                                                  ------------     ------------
    Balance - March 31,                           $      4,431     $      3,442
                                                  ============     ============

Information  regarding  impaired  loans is as follows:
                                                     March 31,      December 31,
                                                       1999             1998
                                                   ------------     ------------
   Balance of impaired loans                       $        619     $        624
                                                   ============     ============
   Portion of impaired loan balance for which an
      allowance for credit losses is allocated     $        619     $        624
                                                   ============     ============
   Portion of allowance for loan losses 
      allocated to the impaired loan balance       $        250     $        275
                                                   ============     ============
   Average investment in impaired
      loans for the year                           $        621     $        632
                                                   ============     ============

Interest on impaired loans was not material for the periods ended March 31,
1999 and December 31, 1998.
                       


                                   (Continued)

                                        8



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


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

The  Company,  through  its  subsidiaries,  grants  residential,  consumer,  and
commercial loans to customers  located  primarily in the southeastern Ohio area.
Approximately  8.06% of total loans were unsecured at March 31, 1999 as compared
to 8.04% at December 31, 1998.

The Corporation is a party to financial instruments with off-balance sheet risk.
These  instruments  are  required  in the normal  course of business to meet the
financial  needs of its  customers.  The  contract or notional  amounts of these
instruments are not included in the consolidated financial statements.  At March
31, 1999, the contract or notional amounts of these instruments, which primarily
include commitments to extend credit and standby letters of credit and financial
guarantees, totaled approximately $45,955 as compared to $46,106 at December 31,
1998.

NOTE 6 - OTHER BORROWED FUNDS 

Other  borrowed  funds at March 31, 1999 and December 31, 1998 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 $58,330 and $3,691 at March 31, 1999.  Fixed rate FHLB advances of $36,386
mature  through 2008 and have  interest  rates  ranging from 4.88% to 6.15%.  In
addition, variable rate FHLB borrowings represent $2,500.

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

                    FHLB borrowings     Promissory notes    FRB Notes
                    ---------------     ----------------    ---------
     1999           $           292     $          4,051    $   2,102
     2000                    14,188                  512
     2001                     5,689                   13
     2002                     5,336                    5
     2003                     3,098
     Thereafter              10,283
                    ---------------     ----------------    ---------
                    $        38,886     $          4,581    $   2,102
                    ===============     ================    =========         

                                   (Continued)

                                        9

                              OHIO VALLEY BANC CORP
                  (dollars in thousands, except per share data)
 
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

INTRODUCTION

The following discussion focuses on the consolidated financial condition of Ohio
Valley Banc Corp.  at March 31, 1999,  compared to December  31,  1998,  and the
consolidated  results of operations  for the first three months of 1999 compared
to the same  period in 1998.  The purpose of this  discussion  is to provide the
reader a more thorough  understanding of the consolidated  financial statements.
This  discussion  should be read in  conjunction  with the interim  consolidated
financial statements and the footnotes included in this Form 10-Q.

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

On May 3, 1999,  the Company  entered  into a purchase  agreement to acquire two
West Virginia branches of Huntington National Bank. The two offices had combined
deposits of $27  million at  December  31,  1998.  These  offices are the Milton
office,  located at 280 East Main Street,  Milton, and the Barboursville office,
located in the Krogers  Supermarket at 5636 U.S.  Route 60 East,  Barboursville.
The  purchase  is  subject to  certain  conditions  including  the  approval  of
regulatory  authorities  and is expected to be completed in the third quarter of
1999.  Management entered into the agreement to expand and enhance the Company's
existing banking activities in West Virginia.

Management  will  continue  to grow  into  new  markets  by  establishing  three
Superbanks in Wal-Mart  stores.  Two branches will be located in West  Virginia,
one in Huntington and one in South Charleston.  The third branch will be located
in South Point, Ohio.

FINANCIAL CONDITION

The consolidated  total assets of Ohio Valley Banc Corp. grew $21,511 or 4.8% to
reach $468,959 at March 31, 1999.  The growth in total assets  occurred in loans
which  increased  $20,813.  Funding  the growth in loans was  deposit  growth of
$40,207  or 12.3%.  A portion  of the  deposit  growth  was  utilized  to reduce
borrowed  funds and  securities  sold under  agreements to repurchase  which are
collectively down $20,232.

For the first quarter of 1999, loan growth was led by commercial loans expanding
$11,629 or 12.1%. Approximately half of the commercial loan growth was generated
from the  Columbus,  Ohio market.  In which,  the Company has had a branch since
1997. For the same time period,  real estate mortgages  expanded $9,617 or 5.9%.
The Company has  generated a large  volume of new  residential  loans as well as
refinances. A majority of the real estate loans were generated in newer markets.
Consumer loans remained level for the first quarter. Management anticipates that
it will  continue its  provision to the allowance for loan losses at its current
level for the  foreseeable  future and  believes  the  allowance  is adequate to
absorb  inherent  losses  in the  portfolio  based on  collateral  values  and a
comprehensive  analysis  of the  allowance  for loan  and  lease  loss  which is
performed on a quarterly  basis.  As a percentage of total loans,  the allowance
for loan losses at March 31, 1999 was 1.20% versus 1.23% at December 31, 1998.

                                       10


Total  deposit  growth  was led by time  deposits  increasing  $30,514  or 16.9%
followed by savings and  interest-bearing  demand deposits increasing $14,272 or
14.1%.  Noninterest-bearing  demand  deposits are down $4,579.  During the first
quarter,  management  generated deposit growth through more aggressive  pricing,
especially in new markets.  Management  utilized the deposit  growth to fund the
strong loan growth and to reduce borrowed funds.

Other  borrowed  funds are  primarily  advances from the Federal Home Loan Bank,
which are used to fund loan growth or short-term liquidity needs. Other borrowed
funds are down $10,174 from December 31, 1998. The decrease  occurred  primarily
in  overnight  borrowings.  Furthermore,  securities  sold under  agreements  to
repurchase are down $10,058 from December 31, 1998.

Total  shareholders'  equity at March 31, 1999 of $41,568 was 2.2%  greater than
the balance of $40,680 on December 31, 1998.  Contributing  to this increase was
year-to-date  income of $1,032 and  proceeds  from the  issuance of common stock
through the dividend reinvestment plan of $301 less cash dividends paid of $394,
or $.11 per share  adjusted for the stock split.  The cash  dividend  represents
38.2% of the  year-to-date  income;  although  the  Dividend  Reinvestment  Plan
effectively reduces the payout ratio to 9.0%.  Management's decision to effect a
five for four stock split was generated by a desire to make the Company's common
stock more accessible to the smaller investor.

RESULTS OF OPERATIONS

Ohio Valley Banc Corp's net income was $1,032 for the first  quarter of 1999, up
6.7% compared to $967 for the first quarter of 1998. Comparing March 31, 1999 to
March 31,  1998,  return on assets  decreased  from  1.03% to .91% and return on
equity  decreased  from 10.57% to 10.22%.  The Company's  earnings per share was
$.29 per share at March 31, 1999, as compared to $.28 per share recorded for the
first quarter of 1998,  adjusted for the stock split. The primary contributor to
the gain in net income was net interest  income.  Net interest income  increased
$564 or 12.5%  over the  first  quarter  of 1998 due to the  growth  in  earning
assets. Net interest income was negatively impacted in the first quarter of 1999
by a decline in the net interest margin.  The decline in net interest margin was
related to a decrease in interest rates during the fourth quarter of 1998.

The gain in net interest income was partially offset by net noninterest  expense
being up $383 or 13.6%. Total other income increased $74 or 14.7% over March 31,
1998, due primarily to service charges on deposit accounts which  contributed an
additional  $54. Total other expense of $3,769 at March 31, 1999, was up $457 or
13.8% from the first  quarter of 1998.  Contributing  to the  increase  in total
other expense was salary and employee  benefits,  which increased $252 or 13.4%.
With the establishment of additional  offices and growth in assets which require
more people to service,  the number of full-time  equivalent employees increased
from 217 at March 31, 1998 to 243 at March 31, 1999.  Additionally,  the Company
awarded  annual  merit  increases.  The growth in  operations  coupled  with the
investment  in  processing  technology  provided  for the  increase in occupancy
expense and furniture and equipment expense.  The upgrade in technology produced
the decrease in data processing. Contributing to the increase in other operating
expense was computer  software  depreciation  and general  increases in overhead
expenses.

                                       11


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.  The review of the test
results produced no Year 2000 problems.

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 June  30,  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.

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.

CAPITAL RESOURCES

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

                                         Company Ratios               Regulatory
                               March 31, 1999     December 31, 1998     Minimum 
                             -----------------    -----------------    ---------

Tier 1 risk-based capital           12.1%                12.6%            4.00%
Total risk-based capital ratio      13.4%                13.8%            8.00%
Leverage ratio                       8.9%                 9.3%            4.00%

Cash dividends paid of $394 for the first three months of 1999 represents a 9.4%
increase  over the cash  dividends  paid  during  the same  period in 1998.  The
increase in cash  dividends  paid is due to the  additional  shares  outstanding
during  1999  which  were  not  outstanding  during  1998.  At March  31,  1999,
approximately 69% of the shareholders were enrolled in the dividend reinvestment
plan.  The dollars  reninvested  through the plan offset a majority of dividends
paid.

                                       12



LIQUIDITY

Liquidity  relates to the Bank's  ability  to meet the cash  demands  and credit
needs of its customers and is provided by the ability to readily  convert assets
to cash and raise funds in the market  place.  Total cash and cash  equivalents,
interest-bearing   deposits  with  banks,   securities   available-for-sale  and
held-to-maturity securities maturing within one year of $42,734 represented 9.1%
of total  assets at March 31, 1999.  In addition,  the Federal Home Loan Bank in
Cincinnati offers advances to the Bank which further enhances the Bank's ability
to meet  liquidity  demands.  At March  31,  1999,  the  Bank  could  borrow  an
additional $35 million from the Federal Home Loan Bank. The Company  experienced
an  increase of $862 in cash and cash  equivalents  for the three  months  ended
March 31, 1999. See the condensed consolidated statement of cash flows on page 5
for further cash flow information.

CONCENTRATION OF CREDIT RISK

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

FORWARD LOOKING STATEMENTS

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

                                       13

 
OHIO VALLEY BANC CORP.
MATURITY ANALYSIS


(dollars in thousands)

As of March 31, 1999                                    Principal Amount Maturing in:
                                                                                          There-           Fair Value
                                         1999      2000      2001      2002      2003     after    Total    03/31/99
                                                                                    
Rate-Sensitive Assets:
Fixed interest rate loans             $ 10,036  $  6,748  $ 13,269  $ 19,053  $ 17,136  $137,162  $203,404  $209,466
Average interest rate                    9.31%    11.99%    12.20%    11.33%    10.21%     8.34%     9.20% 

Variable interest rate loans          $ 36,640  $  3,099  $  5,812  $  5,272  $  3,980  $109,736  $164,539  $164,901
Average interest rate                    9.46%    11.04%     9.22%     8.64%     8.23%     7.80%     8.31%

Fixed interest rate securities        $ 10,777  $  8,340  $ 10,309  $ 11,371  $ 16,387  $ 13,024  $ 70,208  $ 71,558
Average interest rate                    7.05%     6.44%     6.40%     6.24%     6.20%     7.13%     6.57%

Other interest-bearing assets         $  2,627                                                    $  2,627  $  2,627  
Average interest rate                    4.68%                                                       4.68%

Rate-Sensitive Liabilities:
Noninterest-bearing checking          $  4,966  $  4,734  $  3,802  $  3,346  $  2,944  $ 21,590  $ 41,382  $ 41,382

Savings & Interest-bearing checking   $ 17,315  $ 14,206  $ 11,729  $  9,747  $  8,151  $ 54,041  $115,189  $115,189
Average interest rate                    2.95%     3.00%     3.04%     3.09%     3.13%     3.38%     3.19%

Time deposits                         $ 97,454  $ 86,596  $  9,878  $  4,971  $ 10,357  $  1,697  $210,953  $212,346
Average interest rate                    5.41%     5.49%     5.64%     6.17%     6.02%     6.84%     5.51%

Fixed interest rate borrowings        $  4,335  $ 13,439  $  4,439  $  5,336  $  3,098  $ 10,321  $ 40,968  $ 41,050
Average interest rate                    5.54%     5.33%     5.55%     5.42%     5.71%     5.37%     5.42%

Variable interest rate borrowings     $ 13,609                                                    $ 13,609  $ 13,609
Average interest rate                    4.33%                                                       4.33%

                                                                            14



                                                                            

                              OHIO VALLEY BANC CORP
                           Part II - Other Information

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

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

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

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

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

Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
A.   Exhibit 27 - Financial Data Schedule [Exhibit is filed herewith.]
B.   Form 8-K dated May 5, 1999 describing the acquisition of two Huntington
     Bancshares Inc.  branches by the Company was filed and is incorporated into
     this Form 10-Q by reference.



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


    Date  May 14, 1999             /S/ James L. Dailey
          -----------------        ------------------------------------
                                   James L. Dailey
                                   Chairman and Chief Executive Officer


    Date  May 14, 1999             /S/ Jeffrey E. Smith
          -----------------        ------------------------------------
                                   Jeffrey E. Smith
                                   President, Chief Operating Officer
                                   and Treasurer


                                       15