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

                                    FORM 10-Q

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
               For the quarterly period ended: March 31, 2008

                                       OR

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
       For the transition period from ______________ to ______________

                         Commission file number: 0-20914
                                                 -------
                             OHIO VALLEY BANC CORP.
                            ------------------------
             (Exact name of registrant as specified in its charter)

              Ohio                                      31-1359191
            --------                                   ------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

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

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

                                 Not Applicable
                                ----------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer or a smaller reporting company.  See
the definitions of "large accelerated  filer",  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

   Large accelerated filer |_|                Accelerated filer |X|
   Non-accelerated filer   |_|                Smaller reporting company |_|

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
                                 |_| Yes     |X| No

The number of common shares of the registrant  outstanding as of May 9, 2008 was
4,038,017.





                             OHIO VALLEY BANC CORP.
                                    FORM 10-Q
                                      INDEX


PART I - FINANCIAL INFORMATION.................................................3

  Item 1.  Financial Statements (Unaudited)....................................3

           Consolidated Balance Sheets.........................................3

           Consolidated Statements of Income...................................4

           Condensed Consolidated Statements of Changes in
           Shareholders' Equity................................................5

           Condensed Consolidated Statements of Cash Flows.....................6

           Notes to the Consolidated Financial Statements......................7

  Item 2.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations..............................................13

  Item 3.  Quantitative and Qualitative Disclosure About Market Risk..........24

  Item 4.  Controls and Procedures............................................25

PART II - OTHER INFORMATION...................................................25

  Item 1.   Legal Proceedings.................................................25

  Item 1A.  Risk Factors......................................................25

  Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.......26

  Item 3.   Defaults Upon Senior Securities...................................26

  Item 4.   Submission of Matters to a Vote of Security Holders...............26

  Item 5.   Other Information.................................................26

  Item 6.   Exhibits and Reports on Form 8-K..................................26

SIGNATURES....................................................................27

EXHIBIT INDEX.................................................................28

                                       2

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


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


                                                                           March 31,                  December 31,
                                                                              2008                        2007
                                                                        -----------------           -----------------
                                                                                                    
ASSETS
Cash and noninterest-bearing deposits with banks                        $      17,946               $        15,584
Federal funds sold                                                             15,732                         1,310
                                                                        -----------------           -----------------
     Total cash and cash equivalents                                           33,678                        16,894
Interest-bearing deposits in other financial institutions                         507                           633
Securities available-for-sale                                                  71,333                        78,063
Securities held-to-maturity
   (estimated fair value: 2008 - $17,462; 2007 - $15,764)                      18,589                        15,981
Federal Home Loan Bank stock                                                    6,114                         6,036
Total loans                                                                   633,232                       637,103
    Less: Allowance for loan losses                                            (6,898)                       (6,737)
                                                                        -----------------           -----------------
     Net loans                                                                626,334                       630,366
Premises and equipment, net                                                     9,760                         9,871
Accrued income receivable                                                       3,450                         3,254
Goodwill                                                                        1,267                         1,267
Bank owned life insurance                                                      16,475                        16,339
Other assets                                                                    4,507                         4,714
                                                                        -----------------           -----------------
          Total assets                                                  $     792,014               $       783,418
                                                                        =================           =================

LIABILITIES
Noninterest-bearing deposits                                            $      86,348               $        78,589
Interest-bearing deposits                                                     524,940                       510,437
                                                                        -----------------           -----------------
     Total deposits                                                           611,288                       589,026
Securities sold under agreements to repurchase                                 30,043                        40,390
Other borrowed funds                                                           61,881                        67,002
Subordinated debentures                                                        13,500                        13,500
Accrued liabilities                                                            13,334                        11,989
                                                                        -----------------           -----------------
          Total liabilities                                                   730,046                       721,907

SHAREHOLDERS' EQUITY
Common stock ($1.00 par value per share, 10,000,000 shares
   authorized; 2008 - 4,641,748 shares issued;
   2007 - 4,641,747 shares issued)                                              4,642                         4,642
Additional paid-in capital                                                     32,664                        32,664
Retained earnings                                                              37,876                        37,763
Accumulated other comprehensive income (loss)                                     815                          (115)
Treasury stock, at cost (2008 - 590,731 shares;
   2007 - 567,403 shares)                                                     (14,029)                      (13,443)
                                                                        -----------------           -----------------
         Total shareholders' equity                                            61,968                        61,511
                                                                        -----------------           -----------------
              Total liabilities and shareholders' equity                $     792,014               $       783,418
                                                                        =================           =================

                 See notes to consolidated financial statements
                                        3

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


                                                                                     Three months ended
                                                                                          March 31,
                                                                              2008                        2007
                                                                         ----------------           -----------------
                                                                                               
Interest and dividend income:
     Loans, including fees                                               $      12,642              $      12,440
     Securities:
         Taxable                                                                   796                        752
         Tax exempt                                                                141                        128
     Dividends                                                                      79                         95
     Other Interest                                                                 76                         87
                                                                         ----------------           -----------------
                                                                                13,734                     13,502

Interest expense:
     Deposits                                                                    4,886                      5,267
     Securities sold under agreements to repurchase                                144                        226
     Other borrowed funds                                                          757                        612
     Subordinated debentures                                                       272                        326
                                                                         ----------------           -----------------
                                                                                 6,059                      6,431
                                                                         ----------------           -----------------
Net interest income                                                              7,675                      7,071
Provision for loan losses                                                          701                        386
                                                                         ----------------           -----------------
     Net interest income after provision for loan losses                         6,974                      6,685

Noninterest income:
     Service charges on deposit accounts                                           710                        660
     Trust fees                                                                     61                         56
     Income from bank owned life insurance                                         175                        180
     Gain on sale of loans                                                          45                         39
     Loss on sale of other real estate owned                                       (41)                        (1)
     Other                                                                         634                        459
                                                                         ----------------           -----------------
                                                                                 1,584                      1,393
Noninterest expense:
     Salaries and employee benefits                                              3,429                      3,233
     Occupancy                                                                     386                        364
     Furniture and equipment                                                       235                        270
     Data processing                                                               265                        194
     Other                                                                       1,437                      1,460
                                                                         ----------------           -----------------
                                                                                 5,752                      5,521
                                                                         ----------------           -----------------

Income before income taxes                                                       2,806                      2,557
Provision for income taxes                                                         841                        782
                                                                         ----------------           -----------------

NET INCOME                                                               $       1,965              $       1,775
                                                                         ================           =================

Earnings per share                                                       $         .48              $         .42
                                                                         ================           =================


                 See notes to consolidated financial statements
                                        4

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


                                                                                      Three months ended
                                                                                           March 31,
                                                                               2008                        2007
                                                                         -----------------           -----------------
                                                                                                 
Balance at beginning of period                                           $    61,511                 $    60,282

Comprehensive income:
     Net income                                                                1,965                       1,775
     Change in unrealized loss
      on available-for-sale securities                                         1,410                         233
     Income tax effect                                                          (479)                        (79)
                                                                         -----------------           -----------------
         Total comprehensive income                                            2,896                       1,929

Proceeds from issuance of common
     stock through dividend reinvestment plan                                   ----                         347

Cash dividends                                                                  (774)                       (714)

Shares acquired for treasury                                                    (586)                       (915)

Cumulative-effect adjustment in adopting SFAS 106                             (1,079)                       ----
                                                                         -----------------           -----------------

Balance at end of period                                                 $    61,968                 $    60,929
                                                                         =================           =================

Cash dividends per share                                                 $      0.19                 $      0.17
                                                                         =================           =================

Shares from common stock issued
     through dividend reinvestment plan                                            1                      13,382
                                                                         =================           =================

Shares acquired for treasury                                                  23,328                      36,150
                                                                         =================           =================


                 See notes to consolidated financial statements
                                        5

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


                                                                                     Three months ended
                                                                                         March 31,
                                                                             2008                          2007
                                                                        ---------------               ---------------
                                                                                                 
Net cash provided by operating activities:                              $      2,669                  $      1,693

Investing activities:
     Proceeds from maturities of securities available-for-sale                11,089                         1,552
     Purchases of securities available-for-sale                               (2,944)                       (1,501)
     Proceeds from maturities of securities held-to-maturity                     449                            10
     Purchases of securities held-to-maturity                                 (3,060)                         ----
     Change in interest-bearing deposits in other financial institutions         126                          (104)
     Net change in loans                                                       2,991                        (6,261)
     Proceeds from sale of other real estate owned                               141                            60
     Purchases of premises and equipment                                        (111)                         (292)
                                                                        ---------------               ---------------
         Net cash provided by (used in) investing activities                   8,681                        (6,536)

Financing activities:
     Change in deposits                                                       22,262                         8,922
     Cash dividends                                                             (774)                         (714)
     Proceeds from issuance of common stock
       through dividend reinvestment plan                                       ----                           347
     Purchases of treasury stock                                                (586)                         (915)
     Change in securities sold under agreements to repurchase                (10,347)                        5,531
     Proceeds from Federal Home Loan Bank borrowings                           7,000                          ----
     Repayment of Federal Home Loan Bank borrowings                           (7,010)                       (3,020)
     Change in other short-term borrowings                                    (5,111)                       (7,139)
     Proceeds from subordinated debentures                                      ----                         8,500
     Repayment of subordinated debentures                                       ----                        (8,500)
                                                                        ---------------               ---------------
         Net cash provided by financing activities                             5,434                         3,012
                                                                        ---------------               ---------------

Change in cash and cash equivalents                                           16,784                        (1,831)
Cash and cash equivalents at beginning of period                              16,894                        20,765
                                                                        ---------------               ---------------
Cash and cash equivalents at end of period                              $     33,678                  $     18,934
                                                                        ===============               ===============

Supplemental disclosure:

     Cash paid for interest                                             $      7,120                  $      7,156
     Cash paid for income taxes                                                   70                          ----
     Non-cash transfers from loans to other real estate owned                    340                         1,237


                 See notes to consolidated financial statements
                                        6

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (dollars in thousands, except per share data)

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS  OF  PRESENTATION:  The  accompanying  consolidated  financial  statements
include  the  accounts  of  Ohio  Valley  Banc  Corp.  ("Ohio  Valley")  and its
wholly-owned  subsidiaries,  The Ohio Valley Bank  Company  (the  "Bank"),  Loan
Central,  Inc. ("Loan  Central"),  a consumer finance  company,  and Ohio Valley
Financial Services Agency, LLC ("Ohio Valley Financial Services"),  an insurance
agency.  Ohio Valley and its subsidiaries  are  collectively  referred to as the
"Company".  All  material  intercompany  accounts  and  transactions  have  been
eliminated in consolidation.

These interim financial statements are prepared by the Company 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 the Company at March 31, 2008,  and its results of operations  and cash flows
for the periods presented.  The results of operations for the three months ended
March 31, 2008 are not  necessarily  indicative of the  operating  results to be
anticipated for the full fiscal year ending December 31, 2008. The  accompanying
consolidated  financial  statements  do not purport to contain all the necessary
financial  disclosures  required by accounting  principles generally accepted in
the United  States of America  ("US GAAP") that might  otherwise be necessary in
the circumstances.  The Annual Report of the Company for the year ended December
31, 2007  contains  consolidated  financial  statements  and related notes which
should  be read in  conjunction  with the  accompanying  consolidated  financial
statements.

The  accounting  and reporting  policies  followed by the Company  conform to US
GAAP.  The  preparation  of  financial  statements  in  conformity  with US GAAP
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial statements. Actual results could differ
from those estimates.  The allowance for loan losses is particularly  subject to
change.

The  majority of the  Company's  income is derived  from  commercial  and retail
lending activities.  Management considers the Company to operate in one segment,
banking.

INCOME TAX:  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.

CASH FLOW: 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.  Generally,
federal funds are purchased and sold for one-day  periods.  The Company  reports
net cash flows for customer loan transactions, deposit transactions,  short-term
borrowings and interest-bearing deposits with other financial institutions.

EARNINGS PER SHARE:  Earnings per share are computed based on net income divided
by the weighted average number of common shares  outstanding  during the period.
The weighted average common shares  outstanding were 4,060,585 and 4,192,809 for
the three months ended March 31, 2008 and 2007, respectively. Ohio Valley had no
dilutive  effect and no potential  common shares issuable under stock options or
other agreements for any period presented.

LOANS: Loans are reported at the principal balance outstanding, net of unearned
interest, deferred loan fees and costs, and an allowance for loan losses.
Interest income is reported on an accrual basis using the

                                       7

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. Payments received on such loans are reported as principal reductions.

ALLOWANCE  FOR LOAN  LOSSES:  The  allowance  for  loan  losses  is a  valuation
allowance for probable  incurred  credit losses,  increased by the provision for
loan  losses and  decreased  by  charge-offs  less  recoveries.  Loan losses are
charged against the allowance when management believes the uncollectibility of a
loan is confirmed. Subsequent recoveries, if any, are credited to the allowance.
Management  estimates  the  allowance  balance  required  using  past  loan loss
experience,  the nature and volume of the portfolio,  information about specific
borrower  situations and estimated  collateral values,  economic  conditions and
other factors.  Allocations of the allowance may be made for specific loans, but
the entire  allowance is available for any loan that, in management's  judgment,
should be charged-off.

The  allowance  consists  of  specific  and  general  components.  The  specific
component relates to loans that are individually classified as impaired or loans
otherwise  classified as substandard or doubtful.  The general  component covers
non-classified  loans and is based on historical  loss  experience  adjusted for
current factors.

A loan is  impaired  when full  payment  under the loan  terms is not  expected.
Commercial  and  commercial  real estate loans are  individually  evaluated  for
impairment.  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.  Large groups of smaller balance
homogeneous  loans,  such as consumer and  residential  real estate  loans,  are
collectively evaluated for impairment, and accordingly,  they are not separately
identified for impairment disclosures.

ADOPTION OF NEW ACCOUNTING  STANDARDS:  In September 2006,  Financial Accounting
Standards  Board ("FASB")  issued  Statement of Financial  Accounting  Standards
("SFAS")  No. 157,  "Fair  Value  Measurements".  SFAS 157  defines  fair value,
establishes a framework for measuring fair value and expands  disclosures  about
fair value  measurements.  The statement also establishes a fair value hierarchy
about the assumptions used to measure fair value and clarifies assumptions about
risk  and the  effect  of a  restriction  on the  sale or use of an  asset.  The
standard is effective  for fiscal years  beginning  after  November 15, 2007. In
February 2008, the FASB issued Staff Position ("FSP") 157-2,  "Effective Date of
FASB Statement No. 157".  This FSP delays the effective date of SFAS 157 for all
nonfinancial  assets  and  liabilities,  except  those  that are  recognized  or
disclosed at fair value on a recurring basis (at least annually) to fiscal years
beginning  after  November 15,  2008,  and interim  periods  within those fiscal
years.  The Company adopted the provisions of SFAS 157 on January 1, 2008. There
was no material impact on the March 31, 2008 consolidated  financial  statements
of the Company as a result of the adoption of SFAS 157.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial Assets and Financial  Liabilities".  The standard  provides  companies
with an option to report selected financial assets and liabilities at fair value
and establishes  presentation and disclosure requirements designed to facilitate
comparisons between companies that choose different  measurement  attributes for
similar types of assets and  liabilities.  The new standard is effective for the
Company on January 1, 2008.  The Company did not elect the fair value option for
any financial assets or financial liabilities as of January 1, 2008.

During 2007,  the Emerging  Issues Task Force ("EITF") of FASB issued EITF Issue
No. 06-04,  "Accounting for Deferred  Compensation  and  Postretirement  Benefit
Aspects of Endorsement Split-Dollar Life Insurance Arrangements" (EITF Issue No.
06-04).  EITF Issue No. 06-04  requires an employer to recognize a liability for
future  postemployment  benefits in  accordance  with SFAS No. 106,  "Employers'
Accounting  for  Postretirement  Benefits Other Than  Pensions".  EITF Issue No.
06-04 is effective for

                                       8

fiscal  years  beginning  after  December 15,  2007.  At December 31, 2007,  the
Company  owned  $16,339  of bank  owned  life  insurance  policies.  These  life
insurance  policies  are  generally  subject to  endorsement  split-dollar  life
insurance agreements.  An endorsement  split-dollar  agreement is an arrangement
whereby an  employer  owns a life  insurance  policy  that covers the life of an
employee  and,  pursuant  to a  separate  agreement,  endorses  a portion of the
policy's  death   benefits  to  the  insured   employee's   beneficiary.   These
arrangements  were  designed  to provide a pre-and  postretirement  benefit  for
senior  officers and  directors  of the Company.  As a result of the adoption of
EITF No. 06-04, the Company recognized a cumulative effect adjustment (decrease)
to retained  earnings of $1,079,  which also  represented  additional  liability
required to be provided  under EITF No.  06-04 on January 1, 2008 related to the
agreements.  This adjustment  amount was different from the estimate made within
the Company's 2007 Form 10-K at 12/31/07.

RECLASSIFICATIONS:   Certain  items  related  to  the   consolidated   financial
statements for 2007 have been  reclassified to conform to the  presentation  for
2008. These reclassifications had no effect on the net results of operations.

NOTE 2 - FAIR VALUE OF FINANCIAL INSTRUMENTS

As  discussed  in Note 1,  SFAS 157 was  implemented  by the  Company  effective
January 1, 2008. SFAS 157 defines fair value as the exchange price that would be
received  for an asset or paid to  transfer a  liability  (an exit price) in the
principal or most  advantageous  market for the asset or liability in an orderly
transaction  between market  participants on the measurement date. SFAS 157 also
establishes a fair value  hierarchy which requires an entity to maximize the use
of observable inputs and minimize the use of unobservable  inputs when measuring
fair value.  The standard  describes  three levels of inputs that may be used to
measure fair value:

Level 1: Quoted prices (unadjusted) or identical assets or liabilities in active
markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices,  such as
quoted prices for similar assets or  liabilities,  quoted prices in markets that
are not active,  and other inputs that are observable or can be  corroborated by
observable market data.

Level  3:  Significant,   unobservable  inputs  that  reflect  a  company's  own
assumptions about the assumptions that market  participants would use in pricing
an asset or liability.

The following is a description of the Company's valuation  methodologies used to
measure and disclose the fair values of its financial  assets and liabilities on
a recurring or nonrecurring basis:

Securities  Available-For-Sale:  Securities classified as available-for-sale are
reported  at fair value  utilizing  Level 2 inputs.  For these  securities,  the
Company  obtains  fair  value  measurements  from  quoted  prices on  nationally
recognized securities exchanges.

Impaired Loans:  Impaired loans are reported at the fair value of the underlying
collateral.  Collateral values are estimated using Level 2 inputs based on third
party appraisals.

Other Real  Estate  Owned:  These  assets are  reported at the lower of the loan
carrying amount at foreclosure or fair value. Fair value is based on third party
appraisals which are considered Level 2 inputs.

                                       9

Assets and Liabilities Measured on a Recurring Basis
Assets  and  liabilities  measured  at  fair  value  on a  recurring  basis  are
summarized below:


                                         Fair Value Measurements at March 31, 2008, Using
                                    ------------------------------------------------------------
                                     Quoted Prices in          Significant
                                      Active Markets              Other            Significant
                                      for Identical             Observable         Unobservable
                                          Assets                  Inputs              Inputs
                                        (Level 1)                (Level 2)           (Level 3)
                                    -------------------      -----------------    --------------
                                                                           
Assets:

Securities Available-For-Sale               ----                  $ 71,333              ----


Assets and Liabilities Measured on a Nonrecurring Basis
Assets  and  liabilities  measured  at fair  value on a  nonrecurring  basis are
summarized below:


                                         Fair Value Measurements at March 31, 2008, Using
                                    ------------------------------------------------------------
                                     Quoted Prices in          Significant
                                      Active Markets              Other            Significant
                                      for Identical             Observable         Unobservable
                                          Assets                  Inputs              Inputs
                                        (Level 1)                (Level 2)           (Level 3)
                                    -------------------      -----------------    --------------
                                                                           
Assets:

Impaired Loans                              ----                  $ 4,284               ----
Other Real Estate Owned                     ----                      493               ----


NOTE 3 - LOANS

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


                                         March 31, 2008       December 31, 2007
                                       ------------------    -------------------

         Residential real estate           $  248,980              $  250,483
         Commercial real estate               193,824                 196,523
         Commercial and industrial             56,891                  55,090
         Consumer                             126,077                 127,832
         All other                              7,460                   7,175
                                       ------------------    -------------------
                                           $  633,232              $  637,103
                                       ==================    ===================

At March 31,  2008 and  December  31,  2007,  loans on  nonaccrual  status  were
approximately $7,145 and $2,734, respectively.  Loans past due more than 90 days
and still accruing at March 31, 2008 and December 31, 2007 were $1,715 and $927,
respectively.

                                       10

NOTE 4 - ALLOWANCE FOR LOAN LOSSES AND IMPAIRED LOANS

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


                                                                         2008                    2007
                                                                     -----------             -----------
                                                                                      
Balance - January 1,                                                    $ 6,737                 $ 9,412
Loans charged off:
     Commercial (1)                                                         176                   1,211
     Residential real estate                                                 80                     169
     Consumer                                                               555                     460
                                                                     -----------             -----------
         Total loans charged off                                            811                   1,840
Recoveries of loans:
     Commercial (1)                                                          93                     121
     Residential real estate                                                  3                      49
     Consumer                                                               175                     272
                                                                     -----------             -----------
         Total recoveries of loans                                          271                     442
                                                                     -----------             -----------
Net loan charge-offs                                                       (540)                 (1,398)

Provision charged to operations                                             701                     386
                                                                     -----------             -----------
Balance - March 31,                                                     $ 6,898                 $ 8,400
                                                                     ===========             ===========

(1) Includes commercial and industrial and commercial real estate loans.

Information regarding impaired loans is as follows:


                                                                     March 31,            December 31,
                                                                       2008                  2007
                                                                  ---------------      -----------------
                                                                                  
     Balance of impaired loans                                    $    11,566          $     6,871

     Less portion for which no specific
         allowance is allocated                                         7,282                2,568
                                                                  ---------------      -----------------

     Portion of impaired loan balance for which a
         specific allowance for credit losses is allocated        $     4,284          $     4,303
                                                                  ===============      =================

     Portion of allowance for loan losses specifically
         allocated for the impaired loan balance                  $     1,312          $     1,312
                                                                  ===============      =================

     Average investment in impaired loans year-to-date            $    11,563          $     6,918
                                                                  ===============      =================

Interest  recognized  on  impaired  loans  was $84  and $85 for the  three-month
periods  ended March 31, 2008 and 2007,  respectively.  Accrual basis income was
not materially different from cash basis income for the periods presented.

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 central and southeastern
areas of Ohio as well as the western  counties of West  Virginia.  Approximately
3.54% of total  loans were  unsecured  at March 31, 2008 as compared to 4.39% at
December 31, 2007.

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 contract amounts of these instruments are
not included in the consolidated financial statements. At March 31, 2008, the
contract amounts of these

                                       11

instruments totaled approximately  $81,013,  compared to $82,125 at December 31,
2007. Since many of these instruments are expected to expire without being drawn
upon,  the total  contract  amounts do not  necessarily  represent  future  cash
requirements.

NOTE 6 - OTHER BORROWED FUNDS

Other  borrowed  funds at March 31, 2008 and December 31, 2007 are  comprised of
advances from the Federal Home Loan Bank (FHLB) of Cincinnati,  promissory notes
and Federal Reserve Bank (FRB) Notes.


                                             FHLB                 Promissory             FRB
                                          Borrowings                Notes               Notes             Totals
                                      --------------------     -----------------    ---------------   ----------------
                                                                                             
March 31, 2008..................           $  51,169               $  5,550            $  5,162          $  61,881
December 31, 2007...............           $  55,779               $  5,723            $  5,500          $  67,002


Pursuant  to  collateral  agreements  with the FHLB,  advances  are  secured  by
$228,472  in  qualifying  mortgage  loans and  $6,114 in FHLB stock at March 31,
2008.  Fixed rate FHLB advances of $51,169 mature through 2010 and have interest
rates ranging from 2.13% to 6.62%.  There were no variable rate FHLB  borrowings
at March 31, 2008.

At March 31, 2008, the Company had a cash  management line of credit enabling it
to borrow up to $60,000  from the FHLB.  All cash  management  advances  have an
original  maturity  of 90 days.  The line of credit must be renewed on an annual
basis. There was $60,000 available on this line of credit at March 31, 2008.

Based on the Company's current FHLB stock ownership, total assets and pledgeable
residential  first  mortgage  loans,  the  Company  had the  ability  to  obtain
borrowings from the FHLB up to a maximum of $169,238 at March 31, 2008.

Promissory notes,  issued primarily by Ohio Valley, have fixed rates of 3.75% to
6.25% and are due at various dates through a final maturity date of February 11,
2009. A total of $3,521  represented  promissory notes payable by Ohio Valley to
related parties.

FRB notes consist of the  collection of tax payments from Bank  customers  under
the Treasury Tax and Loan program. These funds have a variable interest rate and
are callable on demand by the U.S. Treasury. The interest rate for the Company's
FRB notes was 1.98% at March 31, 2008 and 4.00% at December  31,  2007.  Various
investment  securities from the Bank used to collateralize the FRB notes totaled
$5,945 at March 31, 2008 and December 31, 2007.

Letters  of credit  issued  on the  Bank's  behalf by the FHLB to  collateralize
certain  public unit  deposits  as required by law totaled  $41,750 at March 31,
2008 and $34,950 at December 31, 2007.

Scheduled principal payments over the next five years:


                                           FHLB                 Promissory             FRB
                                        Borrowings                Notes               Notes               Totals
                                    -------------------      -----------------    ---------------    -----------------
                                                                                            
Year Ended 2008                     $      9,004             $       5,225        $     5,162        $      19,391
Year Ended 2009                           16,005                       325               ----               16,330
Year Ended 2010                           26,006                      ----               ----               26,006
Year Ended 2011                                6                      ----               ----                    6
Year Ended 2012                                6                      ----               ----                    6
Thereafter                                   142                      ----               ----                  142
                                    -------------------      -----------------    ---------------    -----------------
                                    $     51,169             $       5,550        $     5,162        $      61,881
                                    ===================      =================    ===============    =================

                                       12

NOTE 7 - SUBORDINATED DEBENTURES AND TRUST PREFERRED SECURITIES

On  March  22,  2007,  a  trust   formed  by  Ohio  Valley   issued   $8,500  of
adjustable-rate  trust preferred securities as part of a pooled offering of such
securities.  The rate on these trust preferred securities will be fixed at 6.58%
for five years,  and then  convert to a  floating-rate  term on March 15,  2012,
based on a rate  equal to the  3-month  LIBOR  plus  1.68%.  There  were no debt
issuance  costs  incurred  with these trust  preferred  securities.  The Company
issued subordinated  debentures to the trust in exchange for the proceeds of the
offering.  The  subordinated  debentures must be redeemed no later than June 15,
2037. On March 26, 2007, the proceeds from these new trust preferred  securities
were used to pay off $8,500 in higher cost trust preferred security debt, with a
floating rate of 8.97%. This payoff of $8,500 in trust preferred  securities was
the result of an early  call  feature  that  allowed  the  Company to redeem the
entire  portion of these  subordinated  debentures at par value.  For additional
discussion,  please refer to the caption  titled  "Subordinated  Debentures  and
Trust Preferred Securities" within Item 2, Management's  Discussion and Analysis
of Financial Condition and Results of Operations of this Form 10-Q.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

            (dollars in thousands, except share and per share data)

                           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,
which could cause actual results to differ  materially  from those  expressed in
such forward looking statements.  These factors include, but are not limited to,
the risk factors  discussed in Part I, Item 1A of Ohio Valley's Annual Report on
Form 10-K for the fiscal year ended  December 31, 2007 and Ohio  Valley's  other
securities  filings.  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 as a result of unanticipated future events.

                               Financial Overview

The Company is primarily  engaged in commercial and retail  banking,  offering a
blend of commercial,  consumer and agricultural  banking services within central
and  southeastern  Ohio as well as western West Virginia.  The banking  services
offered by the Bank include the  acceptance  of deposits in  checking,  savings,
time  and  money  market  accounts;   the  making  and  servicing  of  personal,
commercial,  floor plan and student loans;  and the making of  construction  and
real estate loans. The Bank also offers  individual  retirement  accounts,  safe
deposit boxes,  wire transfers and other standard banking products and services.
As part of its lending function, the Bank also offers credit card services. Loan
Central  engages in consumer  finance,  offering  smaller  balance  personal and
mortgage  loans to individuals  with higher credit risk history.  Loan Central's
line of business  also  includes  seasonal tax refund loan  services  during the
January  through  April  periods.  Ohio  Valley  Financial  Services  sells life
insurance.

Net income  increased  by $190,  or 10.7%,  to reach $1,965 for the three months
ended March 31,  2008,  compared to the same period in 2007.  Earnings per share
for the first quarter of 2008 finished at $.48, up 14.3% over the same period in
2007.  The  annualized  net income to average  asset ratio,  or return on assets
(ROA),  and net  income to  average  equity  ratio,  or return on equity  (ROE),
increased to 1.00% and

                                       13


13.02%  during  the first  quarter  of 2008,  as  compared  to .94% and  11.91%,
respectively,  for the same  period in 2007.  The  Company's  growth in earnings
during the first quarter of 2008 was accomplished  primarily by: 1) net interest
margin expansion as a result of the lower  short-term  interest rate environment
initiated by the Federal Reserve Bank,  which led to an 8.5%  improvement in net
interest  income;  and 2)  noninterest  income  improvement of 13.7% over 2007's
first quarter due to the increased  transaction  volume related to the Company's
tax refund  loans and deposit  clearing  services as well as service  charges on
deposit accounts.

The consolidated  total assets of the Company  increased $8,596, or 1.1%, during
the first  quarter of 2008 to finish at  $792,014.  This  moderate  increase  in
assets was led by an excess liquidity  position,  causing an increase of $14,422
in overnight federal funds sold balances from year-end 2007.  Federal funds sold
balances were partially  offset by lower loan balances,  which decreased  $3,871
from year-end 2007, and lower investment securities, which decreased $4,122 from
year-end 2007. Loan growth continues to be challenged by the declining volume of
consumer  loans as well as  decreases  in its  commercial  and real  estate loan
portfolios  during  the first  quarter of 2008 as  compared  to  year-end  2007.
Maturity runoff of U.S. Government  sponsored entity securities led the decrease
in the Company's  investment  securities.  While the demand for loans  decreased
during the first quarter of 2008, the Company was able to benefit from growth in
its  interest-bearing  deposits of $14,503 from year-end 2007, to use as funding
sources during the remaining  three quarters of 2008.  Interest-bearing  deposit
growth was led by surges in the Company's  public fund NOW accounts,  up $23,301
from year-end  2007,  and Market Watch  product,  up $4,170 from year-end  2007,
partially  offset by a decrease in time deposits of $15,310 from year-end  2007.
Furthermore, the Company's  noninterest-bearing demand deposits increased $7,759
from  year-end  2007.  The  total  deposits  retained  from  year-end  2007 were
partially  used to fund  the  runoff  in the  Company's  securities  sold  under
agreements  to  repurchase  ("repurchase  agreements")  and  repayments of other
borrowed funds, which decreased $10,347 and $5,121, respectively,  from year-end
2007.

                                  Comparison of
                               Financial Condition
                     at March 31, 2008 and December 31, 2007

The following discussion focuses, in more detail, on the consolidated  financial
condition of the Company at March 31, 2008  compared to December  31, 2007.  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.

Cash and Cash Equivalents

The Company's  cash and cash  equivalents  consist of cash and balances due from
banks and federal funds sold. The amounts of cash and cash equivalents fluctuate
on a daily basis due to customer  activity  and  liquidity  needs.  At March 31,
2008, cash and cash equivalents had increased  $16,784,  or 99.3%, to $33,678 as
compared to $16,894 at December 31, 2007.  The increased  liquidity  position of
the Company at March 31, 2008 was the result of lower loan demand  combined with
increases in both interest- and noninterest-bearing  deposits.  Interest-bearing
deposits  were  impacted by growth in the  Company's  public fund NOW  accounts.
Noninterest-bearing  deposit growth was driven by seasonal  volume of tax refund
check and deposit  clearing  transactions  during the first quarter of 2008. The
Company  used  these  excess  funds to invest in  overnight  federal  funds sold
balances, which increased $14,422 to reach $15,732 at March 31, 2008 as compared
to only $1,310 at year-end 2007. As liquidity levels vary continuously  based on
consumer activities, amounts of cash and cash equivalents can vary widely at any
given point in time.  Management  believes that the current  balance of cash and
cash equivalents  remains at a level that will meet cash obligations and provide
adequate liquidity. Further information regarding the Company's liquidity can be
found  under  the  caption  "Liquidity"  in  this  Management's  Discussion  and
Analysis.

                                       14

Securities

During the first  quarter of 2008,  investment  securities  decreased  $4,122 to
finish at  $89,922,  a  decrease  of 4.4% as  compared  to  year-end  2007.  The
Company's   investment   securities   portfolio   consists  of   mortgage-backed
securities,  U.S.  government  sponsored  entity  securities and  obligations of
states and political  subdivisions.  U.S. government sponsored entity securities
decreased  $7,970,  or 20.2%,  as a result of two large  maturities in the first
quarter of 2008. In addition to attractive yield  opportunities  and a desire to
increase  diversification within the Company's securities portfolio,  the demand
for  U.S.  government  sponsored  entity  securities  has also  been to  satisfy
pledging requirements for repurchase  agreements.  In the first quarter of 2008,
the Company's repurchase agreements decreased 25.6%, reducing the need to secure
these  balances  and  impacted the runoff in U.S.  government  sponsored  entity
securities.   This   decrease  was   partially   offset  by  increases  in  both
mortgage-backed securities and obligations of states and political subdivisions,
which were up $1,238, or 3.2%, and $2,610, or 16.4%, respectively, from year-end
2007. The Company  continues to benefit from the  advantages of  mortgage-backed
securities,  which  make up the  largest  portion  of the  Company's  investment
portfolio,  totaling  $39,902,  or 44.4% of total investments at March 31, 2008.
The primary advantage of mortgage-backed  securities has been the increased cash
flows due to the more rapid  (monthly)  repayment  of  principal  as compared to
other types of investment  securities,  which deliver  proceeds upon maturity or
call date. Principal  repayments from mortgage-backed  securities totaled $1,926
from January 1, 2008  through  March 31, 2008.  For the  remainder of 2008,  the
Company's  focus will be to generate  interest  revenue  primarily  through loan
growth, as loans generate the highest yields of total earning assets.

Loans

The loan portfolio  represents  the Company's  largest asset category and is its
most significant  source of interest  income.  During the first quarter of 2008,
total loans were down $3,871,  or 0.6%, from year-end 2007.  Lower loan balances
were mostly influenced by consumer loans,  which were down $1,755, or 1.4%, from
year-end 2007. The Company's  consumer loans are secured by automobiles,  mobile
homes,  recreational  vehicles and other personal  property.  Personal loans and
unsecured  credit card  receivables  are also  included as consumer  loans.  The
decrease in consumer volume was mostly  attributable to the automobile  indirect
lending segment,  which decreased $1,222, or 4.2%, from year-end 2007. While the
automobile  lending  segment  continues to represent the largest  portion of the
Company's  consumer loan  portfolio,  management's  emphasis on profitable  loan
growth with higher returns has contributed  most to the reduction in loan volume
within this area.  Indirect  automobile loans bear additional costs from dealers
that  partially   offset  interest   revenue  and  lower  the  rate  of  return.
Furthermore,  economic  factors  that have  weakened  the economy  and  consumer
spending have caused a decline in automobile  loan volume.  As short-term  rates
have aggressively  moved down since September 2007,  continued  competition with
local  banks and  alternative  methods of  financing,  such as  captive  finance
companies  offering  loans at  below-market  interest  rates,  have continued to
challenge  automobile loan growth during the first quarter of 2008. In addition,
the Company's  all-terrain vehicle loans decreased $405, or 11.5%, from year-end
2007.

Generating  residential  real estate loans  remains a key focus of the Company's
lending efforts.  The Company's  residential real estate loans consist primarily
of one- to four-family residential mortgages and carry many of the same customer
and industry risks as the commercial  loan  portfolio.  For the first quarter of
2008, total  residential real estate loan balances  decreased  $1,503,  or 0.6%,
from  year-end  2007 to total  $248,980.  The decrease  was largely  driven by a
reduction in the Company's one-year adjustable-rate mortgage balances of $3,154,
or  7.5%,  from  year-end  2007.  During  2006 and  2007,  consumer  demand  for
fixed-rate  real estate loans  continued to increase due to the  continuation of
lower, more affordable,  mortgage rates. As long-term interest rates continue to
remain  relatively stable in 2008,  consumers  continue to pay off and refinance
their variable rate mortgages,  although the volume of refinancings has begun to
stabilize  as compared  to 2007 and 2006.  This has  resulted in lower  one-year
adjustable-rate mortgage balances at the end of 2008's first quarter as compared
to year-end  2007.  Partially  offsetting

                                       15

the decreases in variable  real estate loan balances was the continued  consumer
preference of the Company's  longer-termed,  fixed-rate real estate loans, which
were up $1,959,  or 1.2%, from year-end 2007. To help further satisfy demand for
longer-termed,  fixed-rate real estate loans, the Company continues to originate
and sell some fixed-rate  mortgages to the secondary market, and has sold $2,983
in loans during the first three months of 2008, which were up $1,053,  or 54.5%,
over the volume in the first three  months of 2007.  The  remaining  real estate
loan  portfolio  balances  decreased  $308  primarily  from the Company's  other
variable-rate real estate loan products.

The Company's  commercial  loans  comprise the largest  portion of the Company's
loan portfolio.  During the first quarter of 2008, total commercial loans, which
include  commercial  real estate loans,  and commercial  and  industrial  loans,
decreased $898, or 0.4%, from year-end 2007.  While commercial loan balances are
down,  management  continues to place emphasis on its commercial lending,  which
generally  yields a higher  return on  investment  as compared to other types of
loans.  The Company's  commercial loan portfolio  consists of loans to corporate
borrowers  primarily in small to mid-sized  industrial and commercial  companies
that include service, retail and wholesale merchants.  Collateral securing these
loans includes equipment,  inventory,  stock,  commercial real estate and rental
property.  Commercial real estate,  the Company's  largest segment of commercial
loans,  contributed  most to lower  commercial  loan  balances  during the first
quarter of 2008,  decreasing  $2,699,  or 1.4%,  largely due to commercial  loan
paydowns and payoffs. Commercial real estate loans are largely comprised of loan
participations  with other banks  outside the  Company's  primary  market  area.
Although the Company is not actively marketing  participation  loans outside its
primary  market area, it is taking  advantage of the  relationships  it has with
certain  lenders in those  areas where the  Company  believes it can  profitably
participate  with an  acceptable  level  of  risk.  Partially  offsetting  lower
commercial real estate loan balances was growth in the Company's  commercial and
industrial  loans,  which were up  $1,801,  or 3.3%,  from  year-end  2007.  The
commercial loan portfolio,  including participation loans, consists primarily of
rental  property  loans (18.3% of portfolio),  medical  industry loans (13.7% of
portfolio),  land  development  loans (12.2% of portfolio),  and hotel and motel
loans (10.9% of portfolio). During the first quarter of 2008, the primary market
areas  for  the  Company's   commercial   loan   originations,   excluding  loan
participations,  were in the areas of Gallia,  Jackson and Franklin  counties of
Ohio,  which  accounted  for 58.5% of total  originations,  and the growing West
Virginia markets,  which accounted for 31.5% of total  originations for the same
time  period.  While  management  believes  lending  opportunities  exist in the
Company's  markets,  future  commercial  lending  activities  will  depend  upon
economic  and  related  conditions,  such as  general  demand  for  loans in the
Company's  primary  markets,  interest  rates  offered by the Company and normal
underwriting considerations.  Additionally, the potential for larger than normal
commercial loan payoffs may limit loan growth during the remainder of 2008.

The Company  recognized an increase of $285 in other loans from  year-end  2007.
Other loans consist primarily of state and municipal loans and overdrafts.  This
increase was largely due to an increase in state and municipal loans of $253.

The  Company  continues  to  monitor  the  pace of its  loan  volume,  as it has
experienced a 0.6%  drop-off  within its total loan  portfolio  during the first
quarter of 2008.  The  well-documented  housing  market crisis and rising energy
costs have impacted  consumer  spending and has led to lower consumer demand for
loans. Furthermore, the Company continues to view consumer loans as a decreasing
portfolio,  due to higher loan costs,  increased competition in automobile loans
and a lower return on investment as compared to the other loan portfolios.  As a
result,  the Company  expects total loan growth in 2008 to be  challenged,  with
volume to remain  relatively stable throughout the rest of the year. The Company
remains  committed to sound  underwriting  practices  without  sacrificing asset
quality and avoiding  exposure to unnecessary  risk that could weaken the credit
quality of the portfolio.

                                       16

Allowance for Loan Losses

Management  continually  monitors  the  loan  portfolio  to  identify  potential
portfolio  risks  and to  detect  potential  credit  deterioration  in the early
stages,  and  then  establishes  reserves  based  upon its  evaluation  of these
inherent risks.  During the first three months of 2008, the Company's  allowance
for loan losses remained stable,  finishing at $6,898,  as compared to $6,737 at
year-end 2007. The level of  nonperforming  loans,  which consist of nonaccruing
loans and  accruing  loans past due 90 days or more,  increased  from  $3,661 at
year-end 2007 to $8,860 at  quarter-end  2008. The  nonperforming  loan balances
increased  primarily from one commercial loan  relationship  which accounted for
56.0% of total nonperforming loans and 53.1% of nonperforming assets. While this
relationship  accounted for the  deterioration in the Company's asset quality at
March 31, 2008,  management  believes the remaining  balance of this  commercial
relationship is adequately collateralized based on the current liquidation value
of the underlying  property.  As a result, no specific  allocations were made to
the  allowance  for loan  losses on behalf of this  nonperforming  relationship.
Management  believes it has  appropriately  reviewed  and  considered  this loan
relationship  in  establishing  the allowance for loan losses at March 31, 2008,
even though no specific allocations were made. During the first quarter of 2008,
net charge-offs totaled $540, which were down $858 from the same period in 2007,
in large part due to commercial  charge-offs of specific  allocations  that were
reflected  in the  allowance  for loan  losses  from  2007.  As a result  of the
commercial  loan  relationship   mentioned  earlier,   the  Company's  ratio  of
nonperforming  loans as a percentage of total loans was 1.40% at March 31, 2008,
up from 0.57% at year-end 2007.  The Company's  ratio of  nonperforming  assets,
which includes real estate acquired through foreclosure and referred to as other
real estate owned ("OREO"),  as a percentage of total assets also increased from
0.50% at year-end  2007 to 1.18% at March 31, 2008.  This  nonperforming  credit
continues to be at various  stages of resolution.  Management  believes that the
allowance for loan losses is adequate and reflects  probable  incurred losses in
the loan portfolio.  Asset quality remains a key focus, as management  continues
to stress not just loan growth, but quality in loan underwriting as well.

Deposits

Deposits,  both  interest-  and  noninterest-bearing,  continue  to be the  most
significant  source of funds  used by the  Company to  support  earning  assets.
Deposits are influenced by changes in interest  rates,  economic  conditions and
competition  from other  banks.  During the first  three  months of 2008,  total
deposits were up $22,262,  or 3.8%,  from year-end  2007. The change in deposits
came  primarily  from  an  increase  in the  Company's  interest-bearing  demand
deposits, non-interest bearing deposits and money market balances.

Interest-bearing  demand deposits increased $24,616,  or 37.5%, during the first
quarter of 2008. This growth was largely driven by a $23,301  increase in public
fund balances related to the local city and county school construction  projects
currently in process within Gallia County, Ohio. Also contributing to the growth
in the Company's public fund deposits was the collection of real estate taxes by
local municipalities who maintain various deposit accounts (NOW accounts) within
the  Bank.  These  deposits  from  seasonal  real  estate  tax  collections  are
short-term in nature and typically decrease in the second quarter.

The Company's interest-free funding source, noninterest bearing demand deposits,
increased  $7,759, or 9.9%, from year-end 2007. The spike in demand deposits was
largely the result of the Company's relationship with a third party tax software
provider  that  allows the Bank to  actively  participate  as a  facilitator  of
electronic  tax refund  checks  ("ERC's")  and  electronic  tax refund  deposits
("ERD's")  that are transacted  throughout  the United  States.  These ERC's and
ERD's are facilitated  through several business checking accounts on hand at the
Bank. At March 31, 2008,  the Bank had $7,754 in excess ERC's and ERD's that had
yet to clear  through  these  business  checking  accounts.  Also  adding to the
increase  in  interest-free  funds was  growth in the  Company's  free  checking
products,  which were up $1,029,  or 12.9%.  This  includes the  Company's  Easy
Checking   accounts,   which  feature  no  service  charge  or  minimum  balance
requirements to the customer.  The Easy Checking account, a transaction  account
with

                                       17

electronic   features,   increases  the  Company's  core   deposits,   increases
interchange fees and helps to lower processing costs.

Partially  offsetting deposit growth were time deposits,  decreasing $15,310, or
4.5%,  from  year-end  2007.  Time  deposits,  particularly  CD's,  are the most
significant source of funding for the Company's earning assets,  making up 53.3%
of total  deposits.  With loan  balances  on a  declining  pace,  down 0.6% from
year-end 2007,  there has not been an aggressive need to deploy time deposits as
a funding source. Yet, as market rates have aggressively lowered since September
2007,  the Company has seen the cost of its retail CD balances  begin to reprice
downward (as a lagging effect to the actions by the Federal  Reserve) to reflect
current  deposit rates.  This lagging effect has caused the Company's  retail CD
portfolio to become more of an attractive funding source to fund earning assets,
producing an average cost of 4.69% during the first  quarter of 2008 as compared
to 4.78% during the same period of 2007. Wholesale fund deposits (i.e., brokered
and  network  CD  issuances)  have  not been as  responsive  to the  decline  in
short-term  market  rates,  producing  an average cost of 4.84% during the first
quarter  of 2008 as  compared  to 4.76%  during  the same  period of 2007,  well
exceeding  the price to fund asset growth with retail CD balances.  As a result,
management  will  continue to emphasize  its core deposit  funding and retail CD
balances as a more  affordable  and cost effective  source to subsidize  earning
asset growth as compared to wholesale deposits.

The Company will continue to experience  increased  competition  for deposits in
its market areas,  which should  challenge its net growth in retail CD balances.
The Company will continue to emphasize growth in its core deposits as well as to
utilize its retail CD funding  sources during the remainder of 2008,  reflecting
the Company's efforts to reduce its reliance on higher cost funding.

Securities Sold Under Agreements to Repurchase

Repurchase  agreements,  which are financing  arrangements  that have  overnight
maturity terms,  were down $10,347,  or 25.6%, from year-end 2007. This increase
was mostly due to seasonal  fluctuations of two commercial accounts in the first
quarter of 2008.

Other Borrowed Funds

The Company also  accesses  other  funding  sources,  including  short-term  and
long-term  borrowings,  to fund asset  growth and satisfy  short-term  liquidity
needs.  Other borrowed funds consist  primarily of Federal Home Loan Bank (FHLB)
advances and  promissory  notes.  During the first three  months of 2008,  other
borrowed funds were down $5,121,  or 7.6%,  from year-end 2007.  Management used
the growth in deposit proceeds to repay FHLB borrowings during the first quarter
2008. While deposits  continue to be the primary source of funding for growth in
earning assets, management will continue to utilize various wholesale borrowings
to help manage interest rate sensitivity and liquidity.

Subordinated Debentures and Trust Preferred Securities

On  March  22,  2007,  a  trust   formed  by  Ohio  Valley   issued   $8,500  of
adjustable-rate  trust preferred securities as part of a pooled offering of such
securities.  The Company used the proceeds from these trust preferred securities
to pay off $8,500 in higher  cost  trust  preferred  security  debt on March 26,
2007.  The  replacement of the higher cost trust  preferred  security debt was a
strategy by management  to lower  interest rate  pressures  that were  impacting
interest expense and help improve the Company's net interest  margin.  The early
extinguishment  and  replacement  of this higher cost debt improved  earnings by
nearly  $54  pre-tax  ($35  after  taxes)  during  the first  quarter of 2008 as
compared to the same period in 2007. For additional  discussion on the terms and
conditions of this new trust preferred security issuance,  please refer to "Note
7 - Subordinated Debentures and Trust Preferred Securities" within Item 1, Notes
to the Consolidated Financial Statements of this Form 10-Q.

                                       18

Shareholders' Equity

The Company maintains a capital level that exceeds regulatory  requirements as a
margin of safety for its  depositors.  Total  shareholders'  equity at March 31,
2008 of $61,968 was up $457,  or 0.7%,  as compared to the balance of $61,511 on
December 31, 2007.  Contributing  most to this  increase  was  year-to-date  net
income of $1,965  partially  offset by cash  dividends paid of $774, or $.19 per
share,  year-to-date,  and an increase in the amount of share  repurchases.  The
Company had treasury  stock  totaling  $14,029 at March 31, 2008, an increase of
$586 as  compared  to the  total  at  year-end  2007.  The  Company  anticipates
repurchasing  additional  common  shares from time to time as  authorized by its
stock repurchase program. The Board of Directors authorized the repurchase of up
to 175,000 of its common shares between February 15, 2008 and February 15, 2009.
As of March  31,  2008,  8,845  shares  had been  repurchased  pursuant  to that
authorization.

                                  Comparison of
                              Results of Operations
                      for the Quarter Ended March 31, 2008

The following discussion focuses, in more detail, on the consolidated results of
operations of the Company for the quarterly period ended March 31, 2008 compared
to the same  period in 2007.  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.

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 interest-bearing  liabilities.  The Company earns
interest and dividend  income from loans,  investment  securities and short-term
investments while incurring  interest expense on  interest-bearing  deposits and
repurchase agreements,  as well as short-term and long-term borrowings.  For the
first quarter of 2008, net interest income  increased $604, or 8.5%, as compared
to the same quarter in 2007,  primarily due to an expanding net interest  margin
caused by lower funding costs.

Total interest income  increased $232, or 1.7%, for the first quarter of 2008 as
compared  to the same  period in 2007.  Growth in  2008's  year-to-date  average
earning  assets of  $21,571,  or 3.0%,  as  compared to the same period in 2007,
contributed  to the growth in interest  revenue.  The growth in average  earning
assets was largely comprised of residential real estate loan and commercial real
estate loan participations since March 2007. Further  complementing asset yields
was addional fee income from  increased  originations  of the  Company's  refund
anticipation loans ("RAL").  The Company's  participation with a third party tax
software  provider has given them the  opportunity  to make RAL loans during the
tax refund loan season,  typically  from January  through  March.  RAL loans are
short-term  cash advances  against a customer's  anticipated  income tax refund.
Through the first quarter of 2008, the Company had  recognized  over $213 in RAL
fees as compared to $65 during the same period in 2007.

Partially  offsetting  the positive  contributions  to net interest  income from
earning  asset  growth and RAL loan fees was a 15 basis  point  decrease  in the
Company's asset yields,  dropping from 7.64% at March 31, 2007 to 7.49% at March
31,  2008.  In relation to lower  earning  asset  yields,  the  Company's  total
interest  expense  decreased $372, or 5.8%,  during the first quarter of 2008 as
compared  to the same  period  in 2007,  as a result  of lower  interest-bearing
liability  costs.  Since  September  2007,  the Federal  Reserve has reduced the
target  Federal  Funds  rate 300  basis  points.  These  actions  have  caused a
corresponding  downward shift in short-term  interest rates,  while  longer-term
rates have not  decreased to the same extent.  Although  rates on loans  reprice
more rapidly than  interest  rates paid on deposits  during a changing  interest
rate  environment,  the Bank had positioned its balance sheet so that there were
more  interest-bearing

                                       19

liabilites  subject  to  reprice  and,  therefore,  were  more  reactive  to the
aggressive  changes in  short-term  interest  rates  than  earning  assets.  The
short-term  rate  decreases  impacted  the  repricings  of various  Bank deposit
products,  including  public  fund NOW  accounts,  Gold  Club and  Market  Watch
accounts.  Interest rates on CD balances will continue to reprice at lower rates
(as a lagging  effect to the Federal  Reserve  action to drop the Federal  Funds
rate) which will  continue to lower  funding  costs and improve the net interest
margin.  As a result of the decrease in rates from  September  2007,  the Bank's
total weighted  average  funding costs have decreased 31 basis points from March
31, 2007 to March 31, 2008.

As a result of lower funding costs, the Company's  quarterly net interest margin
increased  19 basis  points  from 4.02% at March 31,  2007 to 4.21% at March 31,
2008. It is difficult to speculate on future changes in net interest  margin and
the  frequency  and size of  changes  in  market  interest  rates.  However,  as
evidenced  by the  Federal  Reserve's  most  recent  action on April 30, 2008 of
dropping the target  Federal Funds rate by "only" 25 basis points as compared to
much larger  increments  in previous  periods,  management  believes that market
rates are beginning to approach their "target" zone of economic stability. There
can be no assurance of additional future rate cuts as changes in market interest
rates are  dependent  upon a variety  of factors  that are beyond the  Company's
control.  With market rates seemingly beginning to stabilize from the aggressive
rate cuts over the past  seven  months,  management  believes  that  there  will
continue to be opportunities for net interest margin improvement during the rest
of 2008, with the Company's  retail CD portfolio poised to mature and reprice at
the  lower  market  rates.  For  additional  discussion  on the  Company's  rate
sensitive  assets  and  liabilities,   please  see  Item  3,   Quantitative  and
Qualitative Disclosure About Market Risk, of this Form 10-Q.

Provision for Loan Losses

Management performs,  on a quarterly basis, a detailed analysis of the allowance
for loan losses that encompasses loan portfolio composition,  loan quality, loan
loss experience and other relevant economic factors. During the first quarter of
2008,  provision  expense increased $315, or 81.6%, over the same time period in
2007. This increase is primarily a timing  difference that is a direct result of
the Company's  significant  commercial  loan  allocations  that were made to the
allowance  for loan losses  during the fourth  quarter of 2006.  At that time, a
specific allocation for loan losses was made on behalf of a commercial loan that
was  determined  to be  impaired,  which  required a  corresponding  increase to
provision for loan losses in 2006. During the first quarter of 2007, charge-offs
were recorded on the specific  allocation  established  for the impaired loan of
2006,  effectively  causing  the  majority  of the  $1,211  in  commercial  loan
charge-offs  at March 31,  2007.  While the  Company's  nonperforming  loans and
nonperforming  assets  are  up  from  year-end  2007,  management  believes  the
liquidation  values behind the commercial loan relationship that has caused this
increase  in  nonperforming  loans are  adequate  and,  therefore,  no  specific
allocations were made to the allowance for loan losses. Management believes that
the allowance  for loan losses was adequate at March 31, 2008 and  reflective of
probable  losses in the  portfolio.  The  allowance for loan losses was 1.09% of
total  loans at March 31,  2008,  up from 1.06% at  December  31,  2007.  Future
provisions  to the  allowance  for  loan  losses  will  continue  to be based on
management's  quarterly in-depth  evaluation that is discussed in further detail
under the caption "Critical  Accounting Policies - Allowance for Loan Losses" of
this Form 10-Q.

Noninterest Income

Noninterest  income for the three  months  ended March 31,  2008 was $1,584,  an
increase  of $191,  or  13.7%,  over the same  period in 2007.  These  quarterly
results were impacted mostly by service charges on deposit accounts,  as well as
seasonal tax refund  processing  fees and debit card  interchange  fees that are
classified  as other  noninterest  income.  The Bank's  service  charge  fees on
deposit  accounts  increased  in large part due to a higher  volume of overdraft
balances during the first quarter of 2008,  increasing  non-sufficient fund fees
by $62, or 12.0%,  over the same quarterly period in 2007. Also  contributing to
noninterest revenue growth were activities from other noninterest

                                       20

income sources. As mentioned previously,  the Company began its participation in
a new tax refund loan service in 2006 where it serves as a  facilitator  for the
clearing  of tax refunds for a tax  software  provider.  The Company is one of a
limited number of financial  institutions  throughout the U.S. that  facilitates
tax refunds through its relationship with this tax software provider.  These tax
refunds are in the form of two items:  electronic  refund checks and  electronic
refund  deposits.  ERC's and ERD's are granted by tax preparers to taxpayers who
wish to  receive  their  funds  electronically  via an  ACH.  The  Company  then
facilitates  the  clearing of the ERC/ERD  items via a demand  deposit  business
account.  During the first quarter of 2008, the Company's tax refund  processing
fees totaled over $221, an increase of $136, or 158.8%,  over the same period in
2007.  Further  enhancing  growth in other  noninterest  income  was debit  card
interchange  income,  increasing $18, or 13.9%, during the first quarter of 2008
as compared to the same period in 2007. The volume of transactions utilizing the
Company's  Jeanie(R)  Plus debit card  continue to increase over a year ago. The
Company's  customers used their  Jeanie(R) Plus debit cards to complete  300,464
transactions  during the first  three  months of 2008,  up 9.8% from the 273,536
transactions  during the same period in 2007,  derived  mostly from gasoline and
restaurant purchases.

Partially  offsetting  the growth in  noninterest  income was an increase in the
loss on sale of OREO,  with losses totaling $41 at March 31, 2008 as compared to
$1 at March 31, 2007. The total of all remaining  noninterest  income categories
remained  relatively  unchanged  from  the  prior  year.  The  total  growth  in
noninterest income  demonstrates  management's  desire to leverage technology to
enhance efficiency and diversify the Company's revenue sources.

Noninterest Expense

During the first  quarter of 2008,  total  noninterest  expense was up $231,  or
4.2%,  as  compared to the same period in 2007.  Contributing  to the  quarterly
increase were salaries and employee benefits,  the Company's largest noninterest
expense item,  which  increased  $196, or 6.1%, for the first quarter of 2008 as
compared to the same time period in 2007. The increase was largely due to higher
accrued  incentive costs as well as increased health insurance benefit expenses.
The  Company's  full-time   equivalent  ("FTE")  employees  remained  relatively
unchanged  at March 31, 2008 with 253 FTE  employees on staff as compared to 252
FTE employees at March 31, 2007. Also increasing were data processing  expenses,
which were up $71, or 36.6%, over the same quarterly period in 2007. This was in
large part due to the  continued  higher  monthly  costs  incurred on the Bank's
implementation of new technology to better serve the convenience of its consumer
base,  which  include ATM,  debit and credit  cards,  as well as various  online
banking products, including net teller and bill pay.

Partially  offsetting  the  increases  to  overhead  expenses  was a decrease in
occupancy,  furniture and equipment costs,  which decreased $13, or 2.1%, in the
first quarter of 2008 as compared to the same period in 2007.  This was in large
part due to the  maturities of  depreciation  terms on asset  acquisitions  from
previous years causing depreciation expense to fall from a year ago.

Further decreases were recognized within other noninterest  expense, led by loan
costs  decreasing  $137,  and corporate  franchise tax decreasing $15 during the
first  quarter  of 2008 as  compared  to the same  period  in  2007.  Management
anticipates  loan  expenses to be below the costs  incurred from 2007 due to the
larger than normal volume of foreclosure  costs that were incurred  during 2007.
These  large  loan and  collection  expenses  from last year were the  result of
having to resolve  nonperforming  credits and improve asset quality  during this
time.  Partially  offsetting loan and corporate  franchise tax decreases  within
other noninterest expense were increases in the Company's marketing costs, which
were up $51 from last  year,  that  include  advertising,  donations  and public
relations activities.

The Company's efficiency ratio is defined as noninterest expense as a percentage
of fully  tax-equivalent  net  interest  income  plus  noninterest  income.  The
emphasis  management  has placed on managing its balance  sheet mix and interest
rate  sensitivity  to help expand the net interest  margin as well as developing
more  innovative  ways to generate  noninterest  revenue has  contributed  to an
improving efficiency ratio,

                                       21

finishing at 61.38% for the three  months  ended March 31, 2007,  as compared to
64.49% for the same period in 2007.

Capital Resources

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

                                          Company Ratios              Regulatory
                                    3/31/08            12/31/07         Minimum
                                    -------            --------       ----------

Tier 1 risk-based capital            12.0%               12.0%            4.00%

Total risk-based capital ratio       13.1%               13.1%            8.00%

Leverage ratio                        9.3%                9.5%            4.00%

Cash dividends paid of $774 for the first three months of 2008 represent an 8.4%
increase  over the cash  dividends  paid  during  the same  period in 2007.  The
quarterly  dividend  rate  increased  from  $0.17 per share in 2007 to $0.19 per
share in 2008.  The dividend rate has increased in proportion to the  consistent
growth  in  retained  earnings.  At March  31,  2008,  approximately  81% of the
Company's  shareholders  were  enrolled in the Company's  dividend  reinvestment
plan. As part of the Company's stock purchase program,  management will continue
to utilize  reinvested  dividends and voluntary cash, if necessary,  to purchase
shares on the open market to be redistributed  through the dividend reinvestment
plan.

                                    Liquidity

Liquidity  relates to the Company'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 other financial  institutions,  held-to-maturity
securities  maturing  within  one  year  and  available-for-sale  securities  of
$106,758  represented 13.5% of total assets at March 31, 2008. In addition,  the
FHLB offers  advances to the Bank which further  enhances the Bank's  ability to
meet liquidity  demands.  At March 31, 2008, the Bank could borrow an additional
$76,000 from the FHLB.  The Bank also has the ability to purchase  federal funds
from several of its correspondent banks. For further cash flow information,  see
the condensed  consolidated statement of cash flows contained in this Form 10-Q.
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.

                         Off-Balance Sheet Arrangements

As discussed in Note 5 - Concentrations of Credit Risk and Financial Instruments
with Off-Balance  Sheet Risk, the Company engages in certain  off-balance  sheet
credit-related  activities,  including  commitments to extend credit and standby
letters of credit,  which could require the Company to make cash payments in the
event that  specified  future  events  occur.  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  to  guarantee  the
performance  of a  customer  to a  third  party.  While  these  commitments  are
necessary to meet the financing needs of the Company's customers,  many of these
commitments  are expected to expire  without  being drawn upon.  Therefore,  the
total  amount  of  commitments  does  not  necessarily   represent  future  cash
requirements.

                          Critical Accounting Policies

The most significant  accounting  policies followed by the Company are presented
in Note 1 to the consolidated financial statements.  These policies,  along with
the  disclosures  presented  in the other  financial  statement  notes,  provide
information on how significant assets and liabilities are valued in the

                                       22

financial  statements  and how those  values are  determined.  Management  views
critical accounting policies to be those that are highly dependent on subjective
or complex  judgments,  estimates  and  assumptions,  and where changes in those
estimates  and  assumptions  could have a  significant  impact on the  financial
statements.  Management  currently  views the adequacy of the allowance for loan
losses to be a critical accounting policy.

Allowance for loan losses:  To arrive at the total dollars necessary to maintain
an allowance  level  sufficient to absorb probable losses incurred at a specific
financial statement date,  management has developed  procedures to establish and
then  evaluate the allowance  once  determined.  The  allowance  consists of the
following  components:   specific  allocation,   general  allocation  and  other
estimated general allocation.

To arrive at the amount  required for the  specific  allocation  component,  the
Company  evaluates  loans  for  which a loss may be  incurred  either in part or
whole.  To  achieve  this task,  the  Company  has  created a  quarterly  report
("Watchlist")  which lists the loans from each loan  portfolio  that  management
deems to be  potential  credit  risks.  The criteria to be placed on this report
are: past due 60 or more days, nonaccrual and loans management has determined to
be potential problem loans.  These loans are reviewed and analyzed for potential
loss by the Large Loan Review Committee,  which consists of the President of the
Company and members of senior management with lending authority. The function of
the  Committee  is to review  and  analyze  large  borrowers  for  credit  risk,
scrutinize  the  Watchlist  and evaluate the adequacy of the  allowance for loan
losses and other credit related issues.  The Committee has established a grading
system to evaluate the credit risk of each  commercial  borrower on a scale of 1
(least  risk)  to  10  (greatest  risk).  After  the  Committee  evaluates  each
relationship  listed in the report,  a specific loss allocation may be assessed.
The  specific  allocation  is  currently  made up of  amounts  allocated  to the
commercial and real estate loan portfolios.

Included in the specific  allocation  analysis are impaired loans, which consist
of loans with balances of $200 or more on nonaccrual status or non-performing in
nature. These loans are also individually analyzed and a specific allocation may
be assessed based on expected  credit loss.  Collateral  dependent loans will be
evaluated to  determine a fair value of the  collateral  securing the loan.  Any
changes in the  impaired  allocation  will be  reflected  in the total  specific
allocation.

The second  component  (general  allowance)  is based upon total loan  portfolio
balances minus loan balances already reviewed (specific  allocation).  The Large
Loan Review Committee  evaluates credit analysis reports that provide management
with  a  "snapshot"  of  information  on  borrowers  with  larger-balance  loans
(aggregate  balances of $1,000 or greater),  including  loan grades,  collateral
values,  and other factors. A list is prepared and updated quarterly that allows
management  to monitor this group of  borrowers.  Therefore,  only small balance
commercial loans and homogeneous  loans (consumer and real estate loans) are not
specifically  reviewed to  determine  minor  delinquencies,  current  collateral
values and present  credit  risk.  The Company  utilizes  actual  historic  loss
experience  as a factor to calculate the probable  losses for this  component of
the allowance for loan losses.  This risk factor  reflects a 3 year  performance
evaluation of credit losses per loan  portfolio.  The risk factor is achieved by
taking the average net charge-off per loan portfolio for the last 36 consecutive
months and dividing it by the average loan balance for each loan  portfolio over
the same time period.  The Company  believes  that by using the 36 month average
loss risk factor,  the estimated  allowance will more accurately reflect current
probable losses.

The final component used to evaluate the adequacy of the allowance includes five
additional  areas that management  believes can have an impact on collecting all
principal due. These areas are: 1) delinquency trends, 2) current local economic
conditions,  3) non-performing  loan trends, 4) recovery vs. charge-off,  and 5)
personnel changes.  Each of these areas is given a percentage factor, from a low
of 10% to a high of 30%,  determined  by the degree of impact it may have on the
allowance.  To  calculate  the  impact  of  other  economic  conditions  on  the
allowance, the total general allowance is multiplied by this factor.

                                       23

These dollars are then added to the other two components to provide for economic
conditions in the Company's assessment area. The Company's assessment area takes
in a total of ten counties in Ohio and West Virginia.  Each  assessment area has
its individual economic  conditions;  however, the Company has chosen to average
the risk factors for compiling the economic risk factor.

The  adequacy  of the  allowance  may be  determined  by  certain  specific  and
nonspecific  allocations;  however,  the total  allocation  is available for any
credit losses that may impact the loan portfolios.

                          Concentration of Credit Risk

The Company  maintains a diversified  credit  portfolio,  with commercial loans,
both commercial real estate and commercial and industrial,  currently comprising
the most significant portion.  Credit risk is primarily subject to loans made to
businesses and individuals in central and  southeastern  Ohio as well as western
West Virginia.  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.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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.

The Company  evaluates  IRR through the use of an earnings  simulation  model to
analyze net interest income sensitivity to changing interest rates. The modeling
process starts with a base case  simulation,  which assumes a flat interest rate
scenario. The base case scenario is compared to rising and falling interest rate
scenarios  assuming a parallel shift in all interest  rates.  Comparisons of net
interest  income  and net  income  fluctuations  from  the  flat  rate  scenario
illustrate the risks associated with the projected balance sheet structure.

The Company's  Asset/Liability  Committee  monitors and manages IRR within Board
approved policy limits. The current IRR policy limits anticipated changes in net
interest  income  over a 12 month  horizon  to plus or minus 10% of the base net
interest  income  assuming  a parallel  rate shock of up 100,  200 and 300 basis
points and down 100, 200 and 300 basis points.

The  following  table  presents the  Company's  estimated  net  interest  income
sensitivity:


                                                      March 31, 2008                        December 31, 2007
       Change in Interest Rates                    Percentage Change in                   Percentage Change in
            in Basis Points                         Net Interest Income                    Net Interest Income
       ------------------------                    --------------------                   --------------------
                                                                                   
                 +300                                     (3.41%)                               (8.23%)
                 +200                                     (2.24%)                               (5.09%)
                 +100                                     (1.08%)                               (2.47%)
                 -100                                      1.47%                                 2.48%
                 -200                                      2.99%                                 5.01%
                 -300                                      4.65%                                 7.86%

The  estimated  percentage  change  in net  interest  income  due to a change in
interest rates was within the policy  guidelines  established  by the Board.  At
March 31,  2008,  the  Company's  analysis  of net  interest  income  reflects a
liability sensitive  position.  Based on current  assumptions,  an instantaneous
decrease in interest rates would positively impact net interest income primarily
due to the duration of earning assets

                                       24


exceeding the duration of interest-bearing  liabilities. As compared to December
31, 2007,  the Company's  interest  rate risk profile has become less  liability
sensitive  primarily due to the influx of liquidity.  Since  September 2007, the
Federal Reserve has reduced  short-term  interest rates 325 basis points and the
Company's net interest margin has responded  positively to the decline in market
rates.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

With the  participation  of the  President  and  Chief  Executive  Officer  (the
principal  executive officer) and the Vice President and Chief Financial Officer
(the principal  financial officer) of Ohio Valley,  Ohio Valley's management has
evaluated the effectiveness of Ohio Valley's  disclosure controls and procedures
(as defined in Rule  13a-15(e)  under the  Securities  Exchange Act of 1934,  as
amended (the "Exchange  Act")) as of the end of the quarterly  period covered by
this  Quarterly  Report on Form 10-Q.  Based on that  evaluation,  Ohio Valley's
President and Chief  Executive  Officer and Vice  President and Chief  Financial
Officer have concluded that Ohio Valley's disclosure controls and procedures are
effective as of the end of the quarterly period covered by this Quarterly Report
on Form 10-Q to ensure that information  required to be disclosed by Ohio Valley
in the reports  that it files or submits  under the  Exchange  Act is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's rules and forms.  Disclosure  controls and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that  information  required to be disclosed by Ohio Valley in the reports
that it files or submits under the Exchange Act is accumulated and  communicated
to Ohio  Valley's  management,  including its  principal  executive  officer and
principal  financial officer, as appropriate to allow timely decisions regarding
required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in Ohio Valley's  internal control over financial  reporting
(as defined in Rule 13a-15(f)  under the Exchange Act) that occurred during Ohio
Valley's fiscal quarter ended March 31, 2008, that has materially  affected,  or
is reasonably likely to materially  affect,  Ohio Valley's internal control over
financial reporting.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no material  pending legal  proceedings to which Ohio Valley or any of
its subsidiaries is a party, other than ordinary,  routine litigation incidental
to their  respective  businesses.  In the opinion of Ohio  Valley's  management,
these proceedings should not, individually or in the aggregate,  have a material
effect on Ohio Valley's results of operations or financial condition.

ITEM 1A.  RISK FACTORS

In  addition to other  information  set forth in this  Quarterly  Report on Form
10-Q, you should carefully  consider the risk factors discussed in Part I, "Item
1A. Risk Factors" in Ohio Valley's Annual Report on Form 10-K for the year ended
December 31, 2007, as filed with the U.S.  Securities and Exchange Commission on
March 17, 2008 and available at www.sec.gov. These risk factors could materially
affect the Company's business,  financial condition or future results.  The risk
factors  described  in the  Annual  Report on Form  10-K are not the only  risks
facing the Company.  Additional risks and  uncertainties  not currently known to
the  Company  or that  management  currently  deems  to be  immaterial  also may
materially  adversely affect the Company's business,  financial condition and/or
operating results.

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ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

              (a)    Not Applicable.

              (b)    Not Applicable.

              (c)    The following  table provides  information  regarding  Ohio
                     Valley's repurchases of its common shares during the fiscal
                     quarter ended March 31, 2008:

                   ISSUER REPURCHASES OF EQUITY SECURITIES(1)


                                                                                            Maximum Number
                                                                                          of Shares That May
                             Total Number                       Total Number of Shares     Yet Be Purchased
                              of Common          Average         Purchased as Part of       Under Publicly
                                Shares        Price Paid per      Publicly Announced       Announced Plan or
         Period               Purchased       Common Share         Plans or Pograms            Programs
-----------------------     --------------- ------------------- ------------------------ ----------------------
                                                                                
January 1 - 31, 2008            10,850           $25.17                 10,850                    31,567
February 1 - 29, 2008           10,803           $25.08                 10,803                   167,830
March 1 - 31, 2008               1,675           $25.00                  1,675                   166,155
                            --------------- ------------------- ------------------------ ----------------------
TOTAL                           23,328           $25.12                 23,328                   166,155
                            =============== =================== ======================== ======================

(1)  On February 9, 2007, Ohio Valley's Board of Directors announced its plan to
     repurchase up to 175,000 of its common shares between February 16, 2007 and
     February 15, 2008. On January 15, 2008,  Ohio  Valley's  Board of Directors
     announced its plan to repurchase up to 175,000 of its common shares between
     February 16, 2008 and February 15, 2009.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable.

ITEM 5.  OTHER INFORMATION

         Not Applicable.

ITEM 6.  EXHIBITS

         (a)  Exhibits:
         Reference  is  made   to  the  Exhibit  Index  set  forth   immediately
         following the signature page of this Form 10-Q.

                                       26

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                       OHIO VALLEY BANC CORP.


Date:  May 9, 2008               By:  /s/  Jeffrey E. Smith
                                      ----------------------
                                      Jeffrey E.  Smith
                                      President and Chief Executive Officer



Date:  May 9, 2008               By:  /s/  Scott W. Shockey
                                      ---------------------
                                      Scott W. Shockey
                                      Vice President and Chief Financial Officer









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                                  EXHIBIT INDEX

The  following  exhibits are included in this Form 10-Q or are  incorporated  by
reference as noted in the following table:

   Exhibit Number                                 Exhibit Description
----------------------         -------------------------------------------------
         3(a)                  Amended Articles of Incorporation  of Ohio Valley
                               (reflects  amendments  through April 7,1999) [for
                               SEC reporting  compliance only - - not filed with
                               the Ohio Secretary of State]. Incorporated herein
                               by reference  to  Exhibit 3(a) to  Ohio  Valley's
                               Annual  Report on Form 10-K for fiscal year ended
                               December 31, 2007(SEC File No. 0-20914).

         3(b)                  Code of Regulations of Ohio Valley.  Incorporated
                               herein  by   reference  to  Exhibit  3(b) to Ohio
                               Valley's current  report  on  Form 8-K  (SEC File
                               No.0-20914) filed November 6, 1992.

         4                     Agreement to furnish  instruments  and agreements
                               defining  rights of  holders of  long-term  debt.
                               Filed herewith.

        31.1                   Rule 13a-14(a)/15d-14(a) Certification (Principal
                               Executive Officer).Filed herewith.

        31.2                   Rule 13a-14(a)/15d-14(a) Certification (Principal
                               Financial Officer). Filed herewith.

        32                     Section 1350  Certification  (Principal Executive
                               Officer and  Principal  Financial Officer). Filed
                               herewith.




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