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                                                                  Exhibit 99.3


                            THE JACKSON SAVINGS BANK
                                 221 MAIN STREET
                               JACKSON, OHIO 45640
                                 (740) 286-2903

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

         Notice is hereby given that a special meeting of shareholders of The
Jackson Savings Bank, a state savings bank incorporated under Ohio law
("Jackson"), will be held at _______________________, Jackson, Ohio 45640, on
____ __, 1998, at _:__ p.m., Eastern Time (the "Special Meeting"), for the
following purposes, each of which is described in the accompanying
Prospectus/Proxy Statement:

         1.    To consider and vote upon the adoption of the Agreement and Plan
               of Reorganization (the "Agreement") dated April 8, 1998, by and
               between Jackson and Ohio Valley Banc Corp., a bank holding
               company incorporated under Ohio law ("OVBC"). Pursuant to the
               terms of the Agreement, (i) Ohio Valley Interim Savings Bank
               ("Interim Bank"), a wholly-owned subsidiary of OVBC formed
               exclusively for the purposes of this transaction, will be merged
               with and into Jackson and Jackson will be the surviving entity of
               the merger and will become a wholly-owned subsidiary of OVBC (the
               "Merger") and (ii) upon the date that the Merger becomes
               effective (the "Effective Time"), each of the outstanding common
               shares of Jackson will be canceled and extinguished in
               consideration and exchange for a number of OVBC common shares
               equal to the quotient of $163.09, divided by the mathematical
               average of the closing bid and asked prices of OVBC common shares
               on the Nasdaq National Market for a period of 20 trading days
               ending five trading days before the Effective Time.

         2.    To transact such other business as may properly come before the
               Special Meeting or any adjournments thereof.


         Only shareholders of Jackson of record at the close of business on
_________ __, 1998, will be entitled to receive notice of and to vote at the
Special Meeting and at any adjournments thereof.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. EACH
SHAREHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE JACKSON SPECIAL
MEETING, IS REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY FOR THE
JACKSON SPECIAL MEETING WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOP. ANY
PROXY GIVEN BY A SHAREHOLDER MAY BE REVOKED BEFORE IT IS EXERCISED BY SUBMITTING
A LATER DATED PROXY, BY ATTENDING THE JACKSON SPECIAL MEETING AND VOTING IN
PERSON OR BY GIVING NOTICE OF REVOCATION TO JACKSON IN A WRITING ADDRESSED TO
AND RECEIVED BY THE SECRETARY OF JACKSON BEFORE THE JACKSON SPECIAL MEETING.

                                           By Order of the Board of Directors

                                           Harold A. Howe, President

Jackson, Ohio
_______ __, 1998


          PLEASE DO NOT FORWARD YOUR JACKSON CERTIFICATES AT THIS TIME.