SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
    (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                             OHIO VALLEY BANC CORP.
                ------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or Item 22(a)(2)
    of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
    14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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[ ] Fee paid previously with preliminary materials.
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    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously.  Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.

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     (3) Filing Party:_________________________________

     (4) Date Filed:__________________________________


                         ANNUAL MEETING OF SHAREHOLDERS
                            Wednesday, April 9, 2003



TO OUR SHAREHOLDERS:

We take pleasure in inviting you to our Annual  Meeting of  Shareholders,  which
will be held on Wednesday,  April 9, 2003, at 5:00 p.m.,  Eastern Daylight Time,
at the Morris and Dorothy Haskins Ariel Theatre, 426 Second Avenue,  Gallipolis,
Ohio.

The Annual  Meeting  will be held for the  purpose  of  electing  Directors  and
transacting  such other  business as may  properly be brought  before it. At the
meeting,  we shall also report to you on our operations during the past year and
plans for the future.

The close of  business  on March 12,  2003 has been fixed as the record date for
determination  of  shareholders  entitled to notice of the Annual Meeting and to
vote at the Annual Meeting or any adjournment thereof.

The formal notice of Annual  Meeting,  the Proxy  Statement and a proxy card are
enclosed.  After reading the Proxy Statement,  will you please promptly fill in,
sign and return to us the enclosed proxy card in the envelope provided.  In lieu
of  returning  the  enclosed  proxy card,  you may vote by either  visiting  the
proxyvote.com  Web site or calling the toll-free number on the proxy card. Polls
will close  promptly  at 5:00 p.m. on the day of  the Annual  Meeting,  April 9,
2003. We urge you to vote to insure that your shares are represented.

Last year, more than 81% of the Company's  shares were  represented in person or
by proxy at the Annual Meeting.  The Company  appreciates  this interest on your
part.

We hope to see many of you in  person at the  Annual  Meeting.  There  will be a
social hour  beginning at 4:00 p.m. Hors D'oeuvres and beverages will be served,
and we hope you  will  take  this  opportunity  to  become  acquainted  with the
officers and Directors of your Company.

Sincerely,



James L. Dailey                  Jeffrey E. Smith
Chairman of the Board            President and Chief Executive Officer



Dated:  March 19, 2003



                             OHIO VALLEY BANC CORP.
                                  P.O. Box 240
                             Gallipolis, Ohio 45631


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            Wednesday, April 9, 2003
                                    5:00 p.m.


                                                                Gallipolis, Ohio
                                                                  March 19, 2003

To the Shareholders of
Ohio Valley Banc Corp.

     Notice is hereby  given that the Annual  Meeting  of  Shareholders  of Ohio
Valley Banc Corp. (the "Company") will be held at the Morris and Dorothy Haskins
Ariel Theatre, 426 Second Avenue, Gallipolis, Ohio, on Wednesday, the 9th day of
April, 2003, at 5:00 p.m., Eastern Daylight Time, for the following purposes:

         1.   To elect three Directors of the Company to serve for three-year
              terms until the 2006 Annual Meeting of Shareholders and until
              their successors are elected and qualified.

         2.   To transact such other business as may properly come before the
              meeting or any adjournment(s) thereof.

     Holders of common  shares of the Company of record at the close of business
on March 12, 2003,  will be entitled to vote at the  meeting.  If you attend the
Annual  Meeting  and  desire to  revoke  your  proxy,  you may do so and vote in
person.  Attendance at the Annual Meeting will not, in and of itself, constitute
revocation of a proxy.

                                              BY ORDER OF THE BOARD OF DIRECTORS


                                                                 James L. Dailey
                                                           Chairman of the Board


                                                                Jeffrey E. Smith
                                           President and Chief Executive Officer



                             OHIO VALLEY BANC CORP.
                                  P.O. Box 240
                             Gallipolis, Ohio 45631

                                                                  March 19, 2003

                                 PROXY STATEMENT

         This Proxy Statement is first being  mailed on or about March 19, 2003,
to all  shareholders  of  record  at the close of  business  on March 12,  2003,
regarding  the Annual  Meeting of  Shareholders  of Ohio Valley Banc Corp.  (the
"Company")  to be held at the Morris and  Dorothy  Haskins  Ariel  Theatre,  426
Second  Avenue,  Gallipolis,  Ohio, on  Wednesday,  April 9, 2003, at 5:00 p.m.,
Eastern Daylight Time (the "Annual Meeting").


Proxy Solicitation

         A proxy for use at the Annual  Meeting accompanies this Proxy Statement
and is solicited by the Board of Directors of the Company.  A shareholder of the
Company may use his proxy if he is unable to attend the Annual Meeting in person
or wishes to have his common  shares  voted by proxy even if he does  attend the
Annual Meeting.  Without  affecting any vote previously  taken,  any shareholder
executing  a proxy may  revoke it at any time  before it is voted by (1)  filing
with the  Secretary of the  Company,  at the address of the Company set forth on
the cover page of this Proxy Statement,  written notice of such revocation;  (2)
executing a  later-dated  proxy  which is  received by the Company  prior to the
Annual  Meeting;  or (3) attending the Annual  Meeting and giving notice of such
revocation  in person.  Attendance  at the Annual  Meeting  will not,  in and of
itself, constitute revocation of a proxy.

        The cost of this solicitation will be borne by the Company. Although the
solicitation  of proxies  will be made  primarily  by mail,  proxies may also be
solicited by some of the Company's  Directors,  officers,  and regular employees
who may communicate with  shareholders by further  mailings,  by telephone or by
personal contact to request the return of the proxies.

         The Annual Report of the Company for the fiscal year ended December 31,
2002, including financial statements, is enclosed with this Proxy Statement.


Voting Securities and Principal Holders Thereof

         Only shareholders of record at the close of business on March 12, 2003,
are entitled to vote at the Annual Meeting. As of February 27, 2003, the Company
had 3,473,766  outstanding  common shares,  without par value ("Common Shares").
Each  Common  Share  entitles  the  holder  thereof  to one vote on each  matter
submitted to the shareholders at the Annual Meeting.  Additional  Common Shares,
which are  currently  authorized  but not  issued,  may be issued by the Company
prior to March 12, 2003,  for a variety of purposes,  including  pursuant to the
voluntary purchase provisions of the Company's Dividend Reinvestment Plan. These
additional  Common Shares which may be issued after February 27, 2003, but prior
to March 12,  2003,  would be entitled to the same voting  rights as  referenced
above.

                                       1


Principal Shareholder of the Company

         The following  table indicates the only holder  known by the Company to
be the beneficial owner of more than five percent (5%) of the outstanding Common
Shares of the Company.

                                           No. of Common
                                             Shares and
                                              Nature of               Percent of
Name and Address                         Beneficial Ownership          Class (1)
----------------                       -----------------------         ---------

Morris E. Haskins Revocable Living Trust          233,782 (2)              6.73%
Paul D. Wedge, Jr. - Trustee
1767 Chestnut Street
Bowling Green, KY  42101

(1)      The percent of class is based upon 3,473,766 Common  Shares outstanding
         as of February 27, 2003.

(2)      Based on  information  contained  in  a Schedule  13G  filing  with the
         Securities   and  Exchange   Commission,  dated  February 11, 2003, the
         Morris E. Haskins  Revocable   Living Trust  beneficially  owns 233,782
         Common Shares.  That filing shows Paul D. Wedge, Jr. - Trustee has sole
         voting and investment power over 233,782 Common Shares.


         The following table  indicates, as of February 27, 2003, the number and
percentage of  outstanding  Common Shares of the Company  beneficially  owned by
each  Director of the  Company,  by each  nominee  for  election to the Board of
Directors,  and by all  Directors  and  Executive  Officers  of the Company as a
group.

                                           No. of Common
                                             Shares and
                                              Nature of               Percent of
Name and Address                       Beneficial Ownership(1)         Class (2)
----------------                       -----------------------         ---------

Anna P. Barnitz                                   481                       .01%
9491 Leiving Road
Letart, West Virginia 25253

Phil A. Bowman                                 49,762                      1.43%
20 Robin Hill
Jackson, Ohio 45640

W. Lowell Call                                 15,583                       .45%
399 Maple Drive
Gallipolis, Ohio 45631

Steven B. Chapman                               1,206                       .03%
544 Second Avenue
Gallipolis, Ohio 45631

                                       2


James L. Dailey                                24,048                       .69%
5434 Hessler Circle
Hilliard, Ohio 43026

Robert H. Eastman                              65,248                      1.88%
4551 State Route 588
Gallipolis, Ohio 45631

Jeffrey E. Smith (3)                           15,303 (4)                   .44%
20 Cedar Street
Gallipolis, Ohio 45631

Lannes C. Williamson                            3,288                       .09%
2764 U S 35 South
Southside, West Virginia 25187

Thomas E. Wiseman                              10,820                       .31%
619 Fourth Avenue
Gallipolis, Ohio 45631


All Directors and Executive                   197,042                      5.67%
Officers as a Group
(11 persons)

(1)      Unless otherwise  indicated, the  beneficial  owner has sole voting and
         investment  power with respect to all of the Common Shares reflected in
         the  table.  All  fractional  Common  Shares  have been  rounded to the
         nearest whole Common Share.

(2)      The percent of class is based on 3,473,766 Common Shares outstanding on
         February 27, 2003.

(3)      Executive Officer of the Company  and/or The Ohio  Valley  Bank Company
         (the "Bank").

(4)      Includes   10,131   Common  Shares  held by Mr. Smith  pursuant to  the
         Company's Employee Stock Ownership Plan.

Section 16(a) Beneficial Ownership Reporting Compliance

         The Company's Directors,  Executive  Officers  and any  persons holding
more than 10 percent of the Company's  outstanding Common Shares are required to
report their initial  ownership of Common Shares and any  subsequent  changes in
their ownership to the SEC. Specific due dates have been established by the SEC,
and the Company is required to disclose in this Proxy  Statement  any failure to
file by those dates.  Based on its review of (1) Section  16(a) reports filed on
behalf of these  individuals  for their  transactions  during the Company's 2002
fiscal year and (2) documentation received from one or more of these individuals
that no  annual  Form 5  reports  were  required  to be  filed  for them for the
Company's  2002  fiscal  year,   the  Company   believes  that  all  SEC  filing
requirements were met, except for those listed below.

                                       3

         Phil A. Bowman, a Director of  the Bank and the Company, did not timely
file a Form 4 for November  2002  reporting  the  acquisition  of 73.7559 of the
Company's  Common Shares as a result of dividend  reinvestment on shares held in
an Individual Retirement Account.

        Robert  H.  Eastman,  a  Director  of the  Bank and the Company, did not
timely file a Form 4 for September  2002  reporting the  acquisition of 1,500 of
the Company's Common Shares.

         Harold A. Howe, a Director  of the Bank  and an Officer of the Company,
did not report on a Form 3 filed  December  15, 1998 the  ownership of 95 of the
Company's Common Shares.  An amended Form 3 was filed on November 12, 2002. This
ownership  of Common  Shares was also  reported on a Form 4 dated  November  14,
2002.

PROXY ITEM 1:        ELECTION OF DIRECTORS

         The Company's  Board of Directors  consists of nine (9) members divided
into three (3)  classes.  The terms of office of three (3)  Directors of one (1)
class  expire at the Annual  Meeting.  Directors  elected at the Annual  Meeting
shall serve a three (3) year term until the 2006 Annual Meeting of  Shareholders
and until their respective successors are elected and qualified. The individuals
named as proxies in the  enclosed  proxy card  intend to vote the Common  Shares
represented  by the proxies  received under this  solicitation  for the nominees
named below who have been designated by the Board of Directors, unless otherwise
instructed on the proxy card.

         The   Board of  Directors  of the  Bank  has followed  a policy  that a
Director  of the  Bank  shall  retire  at the  Annual  Meeting  of  Shareholders
following  the calendar  year in which the  Director  attains the age of 70. The
policy does not apply to any member of the Board of the Bank who was a member of
the Board on December 2, 1980,  the date of the adoption of this policy,  except
for Merrill Evans, who has specifically  requested that this policy apply to his
tenure on the Board of the Bank. In observance of this policy, a Director of the
Company will not stand for  re-election  as a Director of the Company  following
the completion of the term during which he attains the age of 70.

         Article Two  of the Company's Code of Regulations prescribes the method
for a  shareholder  to  nominate  a  candidate  for  election  to the  Board  of
Directors.  Nominations,  other than those made by or on behalf of the  existing
Board of Directors of the Company, must be made in writing and must be delivered
or mailed to the  President of the Company not less than 14 days,  nor more than
50 days,  prior to any  meeting  of  shareholders  called  for the  election  of
Directors. Such notification must contain the following information:

a.       name and address of each proposed nominee;
b.       principal occupation of each proposed nominee;
c.       total  number  of shares  of capital  stock of the Company that will be
         voted for each proposed nominee;
d.       name and residence address of the notifying shareholder; and
e.       number of shares of capital stock of the Company owned by the notifying
         shareholder.

As of the date  of this  Proxy Statement, no  persons have been so nominated for
election at this Annual Meeting.

                                       4


         The table below  sets forth  information  concerning the age, principal
occupation and  employment and business  experience of each nominee for election
as  Director  and each  Director  who will  continue  to serve  after the Annual
Meeting.

         If for any reason, any  nominee  named  below should not be a candidate
for election at the time of the Annual  Meeting,  the proxies may be voted for a
substitute nominee in the discretion of those persons designated by the Board to
serve as proxies.  The  Company's  Management  has no reason to believe that any
nominee  will be  unavailable.  The three (3)  nominees  receiving  the greatest
number of votes will be elected. Common Shares represented by the enclosed proxy
card will be voted FOR the election of the Board of  Directors'  nominees  named
below  unless   authority  to  vote  for  one  or  more  nominees  is  withheld.
Shareholders may withhold authority to vote for the entire slate as nominated or
one or more  nominees.  Common  Shares  as to  which  the  authority  to vote is
withheld  will not be counted  toward the  election of  Directors  or toward the
election of the individual nominees specified on the form of proxy.




                                                                        Director
                                                             Director    of the
                                                               of the    Company
Name                     Age     Principal Occupation(1)     Bank Since   Since
----                     ---     -----------------------     ----------   ------



                NOMINEES FOR ELECTION FOR TERMS EXPIRING IN 2006

Anna P. Barnitz(2)        40     Treasurer and Chief             2001       2003
                                 Financial Officer, Bob's
                                 Market and Greenhouses, Inc.

Lannes C. Williamson(2)   58     President,                      1997       2000
                                 L. Williamson Pallets, Inc.
                                 (Sawmill; Pallet Manufacturing;
                                 and Wood Processing)

Thomas E. Wiseman(3)(4)   44     President,                      1992       1992
                                 The Wiseman Agency, Inc.
                                 (Insurance and Financial Services)

The Board of Directors recommends that shareholders vote FOR the election of the
above nominees.

                      DIRECTORS WITH TERMS EXPIRING IN 2004

Steven B. Chapman(2)(4)   56     Certified Public Accountant     1999       2001
                                 (Public Accounting Practice;
                                 Real Estate Holding & Management)

Robert H. Eastman(3)(4)   62     President of Ohio               1986       1992
                                 Valley Supermarkets, Inc.
                                 (Retail Grocery Stores)

Jeffrey E. Smith          53     President and                   1986       1992
                                 Chief Executive Officer of
                                 the Company and the Bank

                                       5


                      DIRECTORS WITH TERMS EXPIRING IN 2005

Phil A. Bowman(2)         57     Mining Consultant and           1997       1999
                                 Developer

W. Lowell Call(2)(3)      66     Retired Officer of              1986       1992
                                 Bob Evans Farms, Inc.
                                 (Restaurant and Food
                                 Production Industry)

James L. Dailey           68     Chairman of the Board           1970       1992
                                 of the Company and
                                 the Bank




(1)      Each  of the   Directors has  held  the  respective  position  with the
         Company or the other  companies  listed for a period  of  at least five
         years.

(2)      Member of  the Audit  Committee of the Company. The  Audit Committee is
         also charged by Ohio law with  responsibility for the Bank's audit. The
         Committee met twelve (12) times during 2002. The Bank's annual audit is
         reviewed by the entire Board of Directors.

(3)      Member of the  Compensation Committee of  the Company. The Compensation
         Committee  establishes the  compensation  of Executive  Officers of the
         Bank. The Compensation Committee met four (4) times during 2002.

(4)      Member  of the  Nominating  Committee  of the  Company.  The Nominating
         Committee met one (1) time during 2002.


         During the past year, the Board of Directors  of the Company met twelve
(12) times. Each of the Directors attended more than 75% of the aggregate of the
total number of Board  meetings  and the total number of meetings  held by Board
committees on which the Director served during the year.

Remuneration of Executive Officers

         The  following table  shows, for the three  fiscal years ended December
31, 2002, compensation paid by the Company for services in all capacities to the
following  executive  officers  of the  Company  who earned  salary and bonus in
excess of $100,000.

                                       6

                           SUMMARY COMPENSATION TABLE

                               Annual Compensation
--------------------------------------------------------------------------------
Name and Principal         Year    Salary(1)   Bonus(2)   All Other Compensation
Position                             ($)         ($)                ($)
--------------------------------------------------------------------------------


James L. Dailey           2002     $98,500      $29,900              $1,780  (3)
Chairman of the           2001     108,373       27,681               1,557
Board of the Company      2000     105,077       81,628              14,008
and the Bank

Jeffrey E. Smith          2002    $127,770      $67,412             $12,744  (4)
President and Chief       2001     122,009       81,093              11,484
Executive Officer of the  2000      96,994       81,304              13,026
Company and the Bank

E. Richard Mahan          2002     $62,360      $48,989              $7,126  (5)
Executive Vice President  2001      58,812       44,621               6,457
and Secretary of the      2000      42,767       41,935               6,576
Company and the Bank

Larry E. Miller           2002     $61,687      $48,989              $7,426  (6)
Executive Vice President  2001      58,327       44,621               6,806
and Treasurer of the      2000      42,000       41,935               6,357
Company and the Bank


(1)      "Salary"  for Mr.  Dailey  during  2002   consists of Outside  Chairman
         Compensation  of $68,500;  Executive  Committee  Fees of  $24,000;  and
         Director's Fees of $6,000.  "Salary" for Mr. Smith during 2002 includes
         Director's fees in the amount of $3,600. Mr. Dailey received Director's
         fees in the amount of $6,000  during fiscal year 2001 and $2,400 during
         fiscal year 2000. Mr. Smith received  Director's  fees in the amount of
         $3,600  during  fiscal  year 2001 and $2,400  during  fiscal year 2000.
         Messrs.  Mahan and Miller  received no fees for fiscal years 2002, 2001
         and 2000.

(2)      "Bonus"  includes Director's  Retainer received  by Messrs.  Dailey and
         Smith during 2002 in the amount of $14,000; and Director's Bonus during
         each of 2001 and  2000  fiscal  years in the  amounts  of  $13,221  and
         $12,977, respectively.

(3)      Includes  $1,780 of  premium  paid  by the Company for a life insurance
         policy  on the  life  of Mr.  Dailey,  pursuant  to  the  terms  of the
         Company's group life insurance contracts.

(4)      Includes   $2,395   allocated   to  Mr.   Smith   pursuant  to  Company
         contributions  and reallocated  forfeitures  under the Ohio Valley Banc
         Corp.  Profit Sharing Plan;  $1,884  allocated to Mr. Smith pursuant to
         Company contributions and reallocated  forfeitures under the 401-K plan
         which is provided for under the Ohio Valley Banc Corp.  Profit  Sharing
         Plan;  $7,982 allocated to Mr. Smith pursuant to Company  contributions
         and reallocated  forfeitures under the Ohio Valley Banc Corp.  Employee
         Stock Ownership Plan and $483 of premium paid by the Company for a life
         insurance policy on the life of Mr. Smith, pursuant to the terms of the
         Company's group life insurance contracts.

(5)      Includes   $1,327   allocated   to  Mr.  Mahan   pursuant   to  Company
         contributions  and reallocated  forfeitures  under the Ohio Valley Banc
         Corp.  Profit Sharing Plan;  $1,043  allocated to Mr. Mahan pursuant to
         Company contributions and reallocated  forfeitures under the 401-K plan
         which is provided for under the Ohio Valley Banc Corp.  Profit  Sharing
         Plan;  $4,422 allocated to Mr. Mahan pursuant to Company  contributions
         and reallocated  forfeitures under the Ohio Valley Banc Corp.  Employee
         Stock Ownership Plan and $334 of premium paid by the Company for a life
         insurance policy on the life of Mr. Mahan, pursuant to the terms of the
         Company's group life insurance contracts.

                                       7


(6)      Includes   $1,434   allocated   to   Mr.  Miller  pursuant  to  Company
         contributions  and reallocated  forfeitures  under the Ohio Valley Banc
         Corp.  Profit Sharing Plan;  $1,128 allocated to Mr. Miller pursuant to
         Company contributions and reallocated  forfeitures under the 401-K plan
         which is provided for under the Ohio Valley Banc Corp.  Profit  Sharing
         Plan; $4,779 allocated to Mr. Miller pursuant to Company  contributions
         and reallocated  forfeitures under the Ohio Valley Banc Corp.  Employee
         Stock  Ownership Plan and $85 of premium paid by the Company for a life
         insurance  policy on the life of Mr.  Miller,  pursuant to the terms of
         the Company's group life insurance contracts.


Compensation of Directors

         No   member   of  the  Board  of  Directors  of   the Company  received
remuneration  in 2002 for his  services  as such.  All of the  Directors  of the
Company serve as Directors of the Bank. In 2002 and 2001,  each  individual  who
was not a salaried  officer of the Bank  received $500 per month for his service
as a member of the Board of  Directors  of the Bank;  in 2000 those  individuals
received  $300 per month.  Directors  who were  employees of a subsidiary of the
Company  received $300 per month in 2002 and 2001 and $200 per month during 2000
for their services. The Bank Board met thirteen (13) times in 2002. In addition,
in 2002,  each active  Director of the Bank  received a retainer of $14,000.  In
2001,  each active  Director of the Bank  received a bonus of $13,221.  In 2000,
each active  Director of the Bank received a bonus of $12,977.  The retainer and
bonus  figures were  pro-rated for time served for new Directors of the Bank and
specifically includes amounts  participating  Directors may have chosen to defer
under the  Company's  deferred  compensation  plan for  Directors  and Executive
Officers  implemented  in  1996.  Each  non-  employee  who is a  member  of the
Executive  Committee received an additional $39,900 in 2002, $38,460 in 2001 and
$35,569 in 2000 for his service as a member of the  Executive  Committee  of the
Board  of  Directors  of the  Bank;  which  met  fifty-one  (51)  times in 2002,
fifty-two  (52)  times in 2001 and fifty  (50)  times in 2000.  This  figure was
pro-rated for time served for new members.  Executive Committee members who were
not  employees of the Bank in 2002  included  Phil A.  Bowman,  James L. Dailey,
Robert H. Eastman,  Merrill L. Evans and Thomas E. Wiseman.  Executive Committee
members who are employees of the Bank receive no compensation for serving on the
Executive Committee.  Executive Committee members who were employees of the Bank
in 2002  include  Jeffrey E. Smith,  E. Richard  Mahan and Larry E. Miller.  The
Company maintains a life insurance policy for all Directors with a death benefit
of two times annual Director fees reduced by 35% at age 65 and terminates at age
70.

         In  December  1996,  life  insurance contracts were  purchased  by  the
Company for all Directors and certain officers.  The Company is the owner of the
contracts.  The purpose of these  contracts  was to replace a current group life
insurance program for Executive Officers, implement a deferred compensation plan
for Directors and Executive Officers,  implement a director retirement plan, and
implement a supplemental  retirement plan for certain officers.  Participants in
the deferred  compensation  plan,  upon reaching age 70, are eligible to receive
distribution  of  their  contributions,   plus  accrued  interest  earned  at  a
permissible  rate on reinvestment of the  contributions.  If a participant  dies
before reaching age 70 and the participant qualifies,  distribution will be made
to the  participant's  designated  beneficiary  in an  amount  equal to what the
Director would have  accumulated if the  participant  had reached age 70 and had
continued to make  contributions to the plan. The cost of providing the benefits
to the  participants  will be  offset  by the  earnings  on the  life  insurance
contracts.  Participants in the director  retirement plan, upon reaching age 70,
are eligible to receive 50% of the three (3) prior years' average total

                                        8


directors'  compensation.  The benefit is payable  for 120 months for  Directors
with 10 years of service  or less.  The  benefit  is payable  for 240 months for
Directors  with more than 10 years of service.  If a Director dies during active
service,  payment will be made to the  Director's  designated  beneficiary in an
amount equal to what the Director  would have received had the Director  reached
age 70,  except the benefit  term will be reduced to 60 months.  If the Director
dies  during the payment of  benefits,  payment  will be made to the  Director's
designated  beneficiary  for the lesser of the  remaining  term or 60 additional
months.  The cost of providing the benefits to the  Directors  will be offset by
the earnings on the life insurance contracts.


Report of the Compensation Committee of the Board of Directors
on Executive Compensation

This  Report  and the graph set  forth on page __ shall not be  incorporated  by
reference  into any filings of the Company under the  Securities Act of 1933, as
amended,  or the  Securities  Exchange  Act of  1934,  as  amended,  that  might
incorporate future filings.

On April  10,  2002,  the  Board of  Directors  of the  Company  re-elected  the
following non-employee Directors to the Compensation Committee:

                           Thomas E. Wiseman, Chairman
                           W. Lowell Call
                           Robert H. Eastman

         Philosophy  and CEO Compensation.  The  compensation  philosophy of the
Company and the Bank is that  compensation of its Executive  Officers and others
should be directly linked to corporate  operating  performance.  To achieve this
correlation,  executive  compensation is heavily weighted toward bonuses paid on
the  basis  of  corporate  operating  performance.  It  is  a  historical  fact,
therefore,  that in years when the Bank has  performed  well,  its officers have
received greater  compensation  and in less profitable  years, the officers' pay
has been  negatively  impacted to a substantial  degree.  The cash  compensation
program for Executive Officers consists of two elements, a base salary component
and a bonus component.

         The objectives  of  the  bonus component  are to (i) motivate Executive
Officers as well as all others and to reward such persons for the accomplishment
of annual  objectives  of the  Company  and the Bank,  (ii)  reinforce  a strong
performance  orientation  with  differentiation  and  variability  in individual
awards based on contribution to annual and long-range business results and (iii)
provide a fully competitive compensation package which will attract, reward, and
retain individuals of the highest quality.

         Decision-Making Process. The  Executive Officers of the Company receive
no  compensation  from  the  Company.  Instead,  they  are  paid by the Bank for
services rendered in their capacity as Executive Officers of the Company and the
Bank.

         In 1993, the Bank engaged  Crowe, Chizek and Company LLP, the Company's
and the Bank's  independent  auditors,  to  construct a  comprehensive  wage and
salary  administration  plan  for the  Bank to be  used  for all its  employees,
including its Executive Officers.

         In 1993, in 1996, and again in 2001, a  marketplace range was developed
by Crowe,  Chizek and Company LLP for all jobs of the Company  including that of
Jeffrey E. Smith.  These ranges were revised in 2002 using the Crowe Chizek Bank
Compensation Survey and the 2002 Ohio Bankers League Compensation Survey.

                                       9

         Base Salary. The  Compensation  Committee  evaluated the ability of Mr.
Smith to  achieve  or exceed the  expected  requirements  of his job based on 10
specific criteria in his job content questionnaire. This evaluation conducted by
the Compensation Committee evaluates each criteria of Mr. Smith's performance in
a range  from 1, the  lowest,  to 5, the  highest,  in  increments  of .25.  The
performance  rating  of Mr.  Smith and his  position  in the  marketplace  range
generated a non-Director base salary of $124,170 in 2002,  $118,409 in 2001, and
$94,594 in 2000; which is included in the Summary Compensation Table on page 7.

         Bonuses. Each year  key goals are identified and communicated to senior
management.  The Compensation Committee met with Mr. Smith four (4) times during
2002 to review his performance as well as the progress toward the accomplishment
of the eight (8) specific goals established by the Company.  The bonus range for
Mr. Smith in 2002 was $18,104 to $70,412.  The  evaluation  by the  Compensation
Committee of Mr. Smith's accomplishment of the specific annual goals generated a
non-Director  bonus of $53,412 in 2002,  $67,872 in 2001,  and  $68,327 in 2000;
which is included in the Summary Compensation Table on page 7.

         Profit  Sharing  and  Retirement  Plan. The Company  sponsors a  Profit
Sharing  and  Retirement  Plan,  a  qualified  plan,  for  all of its  employees
including  Executive  Officers.  Each  employee  who is 21  years  of  age,  has
completed one (1) year of service,  one thousand  (1,000) hours, and is employed
on the last day of the plan year is qualified  to  participate  in the plan.  In
December 2002, the Board of Directors voted to contribute $148,800 to this Plan.
Each participant received a pro rata share of this contribution as well as a pro
rata share of reallocated  forfeitures (such pro rata share, in each case, based
upon such participant's  eligible  compensation).  Mr. Smith's share of the 2002
contribution and reallocated forfeitures is included in the Summary Compensation
Table on page 7.

         401(k) Retirement  Plan. The Company sponsors a 401(k) Retirement Plan,
a qualified  plan,  under the Profit  Sharing and Retirement  Plan.  Participant
qualifications are identical to those of the Profit Sharing and Retirement Plan.
In cases where  participants  made  deferrals  to the 401(k)  plan,  the company
contributed 25% of the first 4% of the deferral amount, not to exceed 1% of plan
compensation.  Mr.  Smith's  share  of the  2002  contribution  and  reallocated
forfeitures is included in the Summary Compensation Table on page 7.

         Employee Stock Ownership Plan.  The  Company sponsors an Employee Stock
Ownership Plan, a qualified plan, for all of its employees  including  Executive
Officers.  Participant  qualifications  are  identical  to those  of the  Profit
Sharing and Retirement  Plan. In December 2002, the Board of Directors  voted to
contribute  $297,600 to this plan. Each participant's share of contributions and
reallocated  forfeitures  is also  identical to those of the Profit  Sharing and
Retirement  Plan. Mr. Smith's share of the 2002  contributions  and  reallocated
forfeitures is included in the Summary Compensation Table on page 7.

         Executive   Deferred   Compensation   Plan.  The  Company  maintains  a
non-qualified   executive  deferred  compensation  plan.   Participants  in  the
executive  deferred  compensation  plan  are  subject  to  the  same  terms  and
conditions  as  participants  of the Director  deferred  compensation  plan,  as
detailed  in  Compensation  of  Directors  on page 8.  The cost of  providing
benefits to the participants of the deferred compensation plan will be offset by
the earnings on the life insurance contracts.

         Supplemental   Executive  Retirement  Plan.  The  Company  maintains  a
non-qualified   supplemental  retirement  plan  for  certain  of  its  Executive
Officers.  Participation  in the plan is at the  discretion  of the Board and is
designed to supplement the retirement benefits of such participants.  Currently,
James L. Dailey and  Jeffrey E. Smith are  participants  in the plan.  Under the
plan,  life insurance  contracts were purchased by the Company in December 1996,
based upon a formula  determined by the Board of Directors for each participant.
The Company is the owner of the contracts. Generally the target benefit is equal
to:

                                       10


         70% of a  participant's  final year's annual  compensation  at age 65

          o less  the  participant's   projected  benefit  under  the  Company's
            qualified retirement plans and
          o less the participant's projected Social Security benefit.

         In the event of a  participant's  death while actively  employed by the
Company,  the  participant's  designated  beneficiary  will be  entitled  to the
payment of such  benefits.  The cost of providing the benefits will be offset by
the earnings and death benefits of the life insurance contracts.

         The decision-making  process and compensation philosophy of the Company
and the Bank were considered by the Compensation Committee when determining 2002
compensation for Jeffrey E. Smith, President and Chief Executive Officer, of the
Company and the Bank. The Compensation  Committee believes that the compensation
earned by Mr. Smith in 2002 was fair and reasonable when compared with executive
compensation levels in the banking industry as reported in the marketplace range
developed.  Mr. Smith ranked in the middle  one-third of the total  compensation
marketplace range for his grade.

Submitted by:
Compensation Committee Members

Thomas E. Wiseman, Chairman
W. Lowell Call
Robert H. Eastman


Report of the Audit Committee of the Board of Directors

         Audit Committee. The Audit Committee met twelve (12) times in 2002. The
Audit  Committee  recommends  the  appointment  of  the  Company's   independent
accountants,  reviews  and  approves  the  audit  plan and fee  estimate  of the
independent public accountants,  appraises the effectiveness of the internal and
external  audit  efforts,  evaluates  the  adequacy  and  effectiveness  of  the
Company's   accounting   policies  and  financial  and  accounting   management,
supervises the Company's  internal auditor,  and reviews and approves the annual
financial  statements.  Members of the Audit Committee are Anna P. Barnitz, Phil
A. Bowman,  W. Lowell  Call,  Steven B.  Chapman and Lannes C.  Williamson.  The
Company's  Board  adopted a written  charter for the Audit  Committee on May 16,
2000. A copy of the charter which was amended by the Company's Board on February
25, 2003 is included with this Proxy Statement as Appendix A.

         Audit  Committee  Independence.  In the opinion of the Company's Board,
Directors  Barnitz,   Bowman,   Call,  Chapman,   and  Williamson  do  not  have
relationships  with the Company that have or will in the future  interfere  with
their exercise of independent judgment in carrying out their responsibilities as
Directors and as members of the Audit Committee.  None of them is or has for the
past three  years been an  employee  of the  Company,  and no  immediate  family
members  of any of them is or has for the past  three  years  been an  Executive
Officer  of the  Company.  Each  member  of the  Audit  Committee  qualifies  as
"independent" under the rules of the NASDAQ Stock Market.

                                       11


         Audit Committee Report. The Audit Committee has submitted the following
report for inclusion in this Proxy Statement:

         The Audit  Committee has reviewed and  discussed  with  management  the
audited  financial  statements  of the Company for the year ended  December  31,
2002. The Audit Committee has also discussed with Crowe, Chizek and Company LLP,
independent  accountants,  the matters  required to be discussed by Statement on
Auditing  Standards  No. 61 (having to do with  accounting  methods  used in the
financial statements).  The Audit Committee has received the written disclosures
and a letter from Crowe Chizek required by Independence Standards Board Standard
No. 1 (having to do with matters that could affect the auditor's  independence),
and has discussed with Crowe Chizek the independent auditor's  independence from
the Company.  Based on this, the Audit  Committee  recommended to the Board that
the audited  financial  statements be included in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2002.

Submitted by:
Audit Committee Members

Steven B. Chapman, CPA; Chairman
Anna P. Barnitz
Phil A. Bowman
W. Lowell Call
Lannes C. Williamson

         This report of the Audit Committee shall not be deemed  incorporated by
reference  by any  general  statement  incorporating  by  reference  this  Proxy
Statement into any filing under the Securities  Exchange Act of 1934,  except to
the extent  that the  Company  specifically  incorporates  this  information  by
reference, and shall not otherwise be deemed filed under such act.

Other Transactions with Management

         The Company  through its  subsidiary,  the Bank, has had and expects to
have in the future  banking  transactions  in the ordinary  course of the Bank's
business with some of the Directors,  officers and principal stockholders of the
Company and entities with which they are  associated.  All loans and commitments
to loan included in such transactions were made on substantially the same terms,
including  interest rates and collateral on loans and repayment  terms, as those
prevailing at the time for  comparable  transactions  with other persons and, in
the opinion of the  Management of the Company,  each such loan and commitment to
loan did not  involve  more than a normal  risk of  uncollectibility  or present
other unfavorable features.  All of such loans comply with Regulation "O" of the
federal  banking  regulations.  The  aggregate  amount of loans to officers  and
Directors of the Company,  entities in which such officers and Directors have an
interest,  and  affiliates  and other  associates  of officers and Directors was
$19,164,339 at December 31, 2002. As of the date hereof,  all of such loans were
performing loans.

         In 2002,  Ohio Valley  Financial  Services Agency became a wholly owned
subsidiary  of Ohio Valley  Banc Corp.  50% of the  membership  interest of Ohio
Valley  Financial  Services was formerly  owned by The Wiseman  Agency,  Inc., a
corporation  which is  principally  owned or  controlled  by Director  Thomas E.
Wiseman and his  family.  Neither  the  Company  nor The  Wiseman  Agency,  Inc.
received any income from Ohio Valley Financial Services during the past year.

                                       12


Performance Graph

         The  following  graph sets forth a comparison  of five year  cumulative
total  returns  among  the  Company's  Common  Shares  (indicated  "OVBC" on the
Performance  Graph),  the S & P 500 Index  (indicated "S & P" on the Performance
Graph),  and SNL Securities SNL $500 Million-$1  Billion Bank  Asset-Size  Index
(indicated  "SNL" on the  Performance  Graph)  for the fiscal  years  indicated.
Information reflected on the graph assumes an investment of $100 on December 31,
1997 in each of the Common Shares of the Company,  the S & P 500 Index,  and the
SNL  $500M-$1B  Bank   Asset-Size   Index.   Cumulative   total  return  assumes
reinvestment  of  dividends.  The SNL  $500M-$1B  Bank  Index  represents  stock
performance  of one hundred two (102) of the nation's  banks located  throughout
the United  States  with total  assets  between  $500  Million and $1 Billion as
selected by SNL Securities of Charlottesville, Virginia. The Company is included
as one of the 102 banks in the SNL Index.

                             INDEX OF TOTAL RETURNS
                         OVBC, S&P 500 and SNL $500M-$1B
                                    1997-2002

                 Q4 97     Q4 98     Q4 99     Q4 00     Q4 01     Q4 02
                 -----     -----     -----     -----     -----     -----

OVBC             $100      $173      $178      $137      $135      $119

S&P 500          $100      $129      $156      $141      $125      $ 97

SNL $500M-$1B    $100      $ 98      $ 91      $ 87      $113      $144



                               [Insert Graph Here]

                                       13


Information Concerning Independent Certified Public Accountant

         Independent  Auditors  for the  Year  Ending  December  31,  2003.  The
Company's  independent  auditor for the fiscal year ended  December 31, 2002 was
Crowe,  Chizek and Company LLP.  The Board has  retained  Crowe Chizek to be the
Company's  independent  auditor for the fiscal year ending  December 31, 2003. A
representative of Crowe Chizek is expected to be present at the Annual Meeting.

         Audit Fees.  The aggregate  fees  billed  or estimated to be billed for
professional  services  rendered by Crowe Chizek for the audit of the  Company's
annual  financial  statements for the year ended December 31, 2002 and for Crowe
Chizek's review of the financial  statements included in the Company's Form 10-Q
for the quarters ended March 31, 2002, June 30, 2002, and September 30, 2002 and
Form 10-K for the year ended December 31, 2002 were $70,250.

         Financial Information  Systems Design  and Implementation Fees. In 2002
Crowe  Chizek  performed no services and  therefore  billed no fees  relating to
operating or supervising the operation of the Company's  information  systems or
local area network or for  designing or  implementing  the  Company's  financial
information management systems.

         All Other Fees.  The aggregate fees billed  for other services rendered
to the Company by Crowe Chizek in 2002 were $42,540.

         Auditor  Independence.  The Audit  Committee of the Board believes that
the  non-audit  services by Crowe Chizek are  compatible  with  maintaining  the
auditor's independence.


Annual Report - Form 10-K

         The Company will provide without charge to any shareholder of record on
March 12, 2003, on the written  request of any such  shareholder,  a copy of the
Company's  Annual  Report  on Form  10-K,  including  Financial  Statements  and
Schedules  thereto,  required to be filed under the  Securities  Exchange Act of
1934, as amended,  for the Company's  fiscal year ended December 31, 2002.  Such
written request should be directed to E. Richard Mahan,  Secretary,  Ohio Valley
Banc  Corp.,   P.O.  Box  240,   Gallipolis,   Ohio  45631,   telephone   number
1-740-446-2631.

Proxy Statement Proposals

         Each year,  the Board of Directors submits its nominations for election
of Directors  at the Annual  Meeting of  Shareholders.  Other  proposals  may be
submitted by the Board of Directors or  shareholders  for inclusion in the Proxy
Statement  for  action  at the  Annual  Meeting.  Any  proposal  submitted  by a
shareholder  for inclusion in the Proxy  Statement for the 2004 Annual  Meeting,
presently  scheduled  for April 14, 2004,  must be received by the Company on or
before November 19, 2003. If a shareholder  intends to present a proposal at the
2004 Annual  Meeting,  but has not sought the  inclusion of such proposal in the
Company's proxy  materials,  such proposal must be received by the Company prior
to February 22, 2004,  or the Company's  management  proxies for the 2004 Annual
Meeting will be entitled to use their discretionary voting authority should such
proposal then be raised,  without any  discussion of the matter in the Company's
proxy materials.

                                       14


Reports to be Presented at the Meeting

         There will be presented  at the meeting the Company's Annual Report for
the year ended December 31, 2002,  containing financial statements for such year
and the signed opinion of Crowe, Chizek and Company LLP,  independent  certified
public accountant,  with respect to such financial statements. The Annual Report
is not to be regarded as proxy soliciting material, and the Company's management
does not intend to ask, suggest or solicit any action from the shareholders with
respect to such Annual Report.

Other Matters

         The only  business which the Company's management intends to present at
the Annual  Meeting  consists of the matters set forth in this Proxy  Statement.
The  Company's  management  knows of no other  matters to be brought  before the
Annual Meeting by any other person or group.

         If any other matters  should  properly come before the Annual  Meeting,
the proxy holders will vote thereon in their discretion.

        All duly executed proxies received will be voted.

         You are  requested  to vote by either  visiting the  proxyvote.com  Web
site;  calling the toll-free number on the proxy card; or signing and dating the
enclosed  proxy and mailing it promptly in the enclosed  envelope.  If you later
desire to vote in person or to change or withdraw your vote, you may revoke your
proxy  either by written  notice to the  Company,  to the  attention of James L.
Dailey, Chairman, or in person at the Annual Meeting (without affecting any vote
previously  taken).  Polls will close  promptly  at 5:00 p.m.  on the day of the
Annual Meeting, April 9, 2003.

                                              BY ORDER OF THE BOARD OF DIRECTORS

                                                                 James L. Dailey
                                                           Chairman of the Board

                                                                Jeffrey E. Smith
                                           President and Chief Executive Officer





                                       15





                                   Appendix A

                             OHIO VALLEY BANC CORP.

                             AUDIT COMMITTEE CHARTER

I.       PURPOSE

The Audit  Committee  shall  provide  assistance  to the Ohio  Valley Banc Corp.
directors in fulfilling  their  responsibility  to the  shareholders,  potential
shareholders,   and  investment  community  relating  to  corporate  accounting,
reporting  practices of the  corporation,  and the quality and  integrity of the
financial reports of the Corporation.  The Audit Committee's  primary duties and
responsibilities are to:

o Serve  as  an  independent  and objective  party to  monitor the Corporation's
  financial reporting process and internal control.

o Oversee the certification process  of  the  Corporation's quarterly and annual
  financial  statements and  disclose  controls by  the  CEO and  CFO  under the
  Sarbanes-Oxley Act.

o Review  and  appraise  the  audit  efforts  of the  Corporation's  independent
  accountants and internal auditing department.

o Provide an open avenue of communication   among  the independent  accountants,
  financial and senior management,  the  internal  auditing  department, and the
  Board of Directors.


II.      COMPOSITION

The Audit  Committee shall be comprised of three or more directors as determined
by the Board,  each of whom shall be  independent  directors,  and free from any
relationship that, in the opinion of the Board would interfere with the exercise
of his  or her  independent  judgment  as a  member  of  the  Committee.  At the
discretion  of the  Board,  bank  directors  may be  selected  to  serve  on the
Company's  Audit  Committee.  However,  at all  times,  the  majority  of  Audit
Committee members must be directors of the Company. All members of the Committee
shall have a working  familiarity  with basic finance and accounting  practices,
and at least one  member of the  Committee  shall  have  accounting  or  related
financial  management  expertise  as  determined  by  the  Board  of  Directors.
Committee  members may enhance their  familiarity with finance and accounting by
participating in educational programs conducted by the Corporation or an outside
consultant.

The  members  of  the  Committee shall be  elected  by  the Board at  the annual
organizational  meeting  of the Board or until  their  successors  shall be duly
elected  and  qualified.  Committee  Chairman  shall also be elected by the full
Board.


III.     MEETINGS

The Committee  shall normally meet on a periodic  basis,  or more  frequently as
circumstances  dictate. The Committee may ask members of management or others to
attend  meetings  and provide  pertinent  information  as  necessary.  The Audit
Committee's Chair will discuss  financial  reporting issues with the independent
accountants and management quarterly.

                                      A-1



IV.      RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports Review

1.       Review and  update  this Charter  periodically,  at least annually,  as
         conditions  dictate.  The Charter  is to be published as an Appendix to
         the proxy statement every three years.

2.       Review the organization's  annual financial  statements and any reports
         or other financial  information  submitted to any governmental body, or
         the public,  including any certification,  report,  opinion,  or review
         rendered  by the  independent  accountants.  It is not the  duty of the
         Audit  Committee  to plan or conduct  audits or to  determine  that the
         Company's  financial  statements  are  complete and accurate and are in
         accordance with generally accepted accounting  principles.  This is the
         responsibility of management and the independent auditor.

3.       Review  the regular  internal  reports  to management  prepared  by the
         internal auditing department and management's response.

4.       Review with financial  management and  independent accountants the 10-Q
         and recommend to the Board that the financial statements be included in
         the Company's  annual  report on Form 10-K.  The Chair of the Committee
         may represent the entire Committee for purposes of this review.
5.       Maintain minutes of Audit Committee meetings and activities.

6.       Pre-approve   all   audit and   non-audit   services   provided  by the
         Corporation's external auditors.


Independent Accountants

7.       Recommend to  the Board  of Directors  the selection of the independent
         accountants, considering independence and effectiveness and approve the
         fees and other compensation to be paid to the independent  accountants.
         On an annual basis,  the  Committee  should review and discuss with the
         accountants all significant relationships the accountants have with the
         Corporation to determine the accountant's independence.

8.       Evaluate  the  performance of  the   independent  accountants  and make
         recommendations  to the  Board of  Directors  regarding the appointment
         or termination of the independent accountants.

Ethical and Legal Compliance

9.       Review  activities, organizational structure, and qualifications of the
         internal audit department.

10.      The Audit Committee shall  have the  power to  conduct or authorize the
         investigations  into  any  matters  within  the  Committee's  scope  of
         responsibilities.   They  shall  be  empowered  to  retain  independent
         counsel,  accountants,  or others to  assist it in the  conduct  of any
         investigation.

11.      Perform  any   other activities  consistent  with   this  Charter,  the
         Corporation's By-laws, and governing law, as the Committee or the Board
         deems necessary or appropriate.

                                      A-2

                                     PROXY
                             OHIO VALLEY BANC CORP.
   THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY

      The  undersigned  hereby appoints James L. Dailey,  Jeffrey E. Smith,  and
E. Richard Mahan, and  each of them with full power of substitution to each, the
true and lawful  attorneys  and  proxies of the  undersigned  to vote all of the
Common Shares which the undersigned is entitled to vote at the Annual Meeting of
Shareholders  of Ohio Valley  Banc  Corp.,  to be held at the Morris and Dorothy
Haskins Ariel Theatre, 426 Second Avenue, Gallipolis,  Ohio, on Wednesday, April
9, 2003 at 5:00 p.m., Eastern  Daylight Time, and at any adjournment(s) thereof,
for the purposes stated on the reverse side.

      The  undersigned  hereby  acknowledges  receipt  of the  Notice  of Annual
Meeting of Shareholders, dated March 19, 2003, and the Proxy Statement furnished
therewith.  Any proxy  heretofore given to vote the Common Shares covered herein
is hereby revoked.

      Address changes/Comments:

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

         (THIS PROXY CONTINUES AND MUST BE SIGNED ON THE REVERSE SIDE)


              THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED

OHIO VALLEY BANC CORP.

 1. ELECTION OF DIRECTORS:  VOTE  WITHHOLD     VOTE
                            FOR     VOTE     FOR ALL    To withhold authority to
    01)ANNA P. BARNITZ      ALL               EXCEPT    vote, mark "For All
    02)LANNES C. WILLIAMSON                             Except" and write the
    03)THOMAS E. WISEMAN    []       []         []      nominee's number on the
                                                        line below.

                                                        ------------------------

 2.    To transact  such other  business as may properly come before the meeting
       or any  adjournment(s)  thereof;  with all powers the  undersigned  would
       possess if personally present, giving unto said attorneys and proxies, or
       substitutes,  full power and  authority to do whatsoever in their opinion
       may be necessary or proper to be done in the exercise of the power hereby
       conferred,  including  the  right  to vote  for any  adjournment,  hereby
       ratifying  all that said  attorneys  and  proxies,  or  substitutes,  may
       lawfully do or cause to be done by virtue hereof.

      A majority of said  attorneys and proxies,  or  substitutes,  who shall be
present  and shall act at the meeting (or if only one should be present and act,
then that one) shall have and  exercise  all the  powers of said  attorneys  and
proxies hereunder.

      UNLESS   INSTRUCTIONS  TO  THE  CONTRARY  ARE  GIVEN,  THE  COMMON  SHARES
REPRESENTED  BY THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE PERSONS NAMED
AS NOMINEES IN THE ACCOMPANYING PROXY STATEMENT.


NOTE: Please fill in, sign, and return this proxy in the enclosed envelope. When
signing as Attorney, Executor, Administrator,  Trustee, or Guardian, please give
full title as such. If signer is a  corporation,  please sign the full corporate
name by authorized officer. Joint Owners should sign individually.

For address changes and/or comments, please check this box and write them
on the back where indicated.                                                [ ]

Please indicate if you plan to attend meeting.                              [ ]

Shareholder  sign  name  here  exactly  as  it  appears hereon.

-------------------------------                 -------------------------------
Signature                  Date                 Signature(Joint Owners)    Date