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: June 30, 2007

                                       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, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):
   Large accelerated filer |_|  Accelerated filer |X|  Non-accelerated filer |_|

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 August 8, 2007
was 4,102,231.





                            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..............................................12

  Item 3.  Quantitative and Qualitative Disclosure About Market Risk..........23

  Item 4.  Controls and Procedures............................................23

PART II - OTHER INFORMATION...................................................24

  Item 1.   Legal Proceedings.................................................24

  Item 1A.  Risk Factors......................................................24

  Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.......24

  Item 3.   Defaults Upon Senior Securities...................................25

  Item 4.   Submission of Matters to a Vote of Security Holders...............25

  Item 5.   Other Information.................................................25

  Item 6.   Exhibits and Reports on Form 8-K..................................25

SIGNATURES....................................................................26

EXHIBIT INDEX.................................................................27





                         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)



                                                                               June 30,                      December 31,
                                                                                2007                            2006
                                                                           -----------------             -----------------
                                                                                                   

ASSETS
Cash and noninterest-bearing deposits with banks                           $      14,282                 $      18,965
Federal funds sold                                                                   905                         1,800
                                                                           -----------------             -----------------
     Total cash and cash equivalents                                              15,187                        20,765
Interest-bearing deposits in other financial institutions                            609                           508
Securities available-for-sale                                                     70,697                        70,267
Securities held-to-maturity (estimated fair value:
   2007 - $14,523; 2006 - $13,586)                                                14,562                        13,350
FHLB stock                                                                         6,036                         6,036
Total loans                                                                      624,131                       625,164
    Less: Allowance for loan losses                                               (6,685)                       (9,412)
                                                                           -----------------             -----------------
     Net loans                                                                   617,446                       615,752
Premises and equipment, net                                                        9,765                         9,812
Accrued income receivable                                                          3,355                         3,234
Goodwill                                                                           1,267                         1,267
Bank owned life insurance                                                         16,327                        16,054
Other assets                                                                       7,748                         7,316
                                                                           -----------------             -----------------
          Total assets                                                     $     762,999                 $     764,361
                                                                           =================             =================

LIABILITIES
Noninterest-bearing deposits                                               $      76,135                 $      77,960
Interest-bearing deposits                                                        504,788                       515,826
                                                                           -----------------             -----------------
     Total deposits                                                              580,923                       593,786
Securities sold under agreements to repurchase                                    27,667                        22,556
Other borrowed funds                                                              68,719                        63,546
Subordinated debentures                                                           13,500                        13,500
Accrued liabilities                                                               11,646                        10,691
                                                                           -----------------             -----------------
          Total liabilities                                                      702,455                       704,079

SHAREHOLDERS' EQUITY
Common stock ($1.00 par value per share, 10,000,000 shares authorized;
2007 - 4,639,723 shares issued;
2006 - 4,626,340 shares issued)                                                    4,640                         4,626
Additional paid-in capital                                                        32,615                        32,282
Retained earnings                                                                 36,400                        34,404
Accumulated other comprehensive loss                                              (1,038)                         (981)
Treasury stock, at cost (2007 - 512,861 shares;
   2006 - 432,852 shares)                                                        (12,073)                      (10,049)
                                                                           -----------------             -----------------
         Total shareholders' equity                                               60,544                        60,282
                                                                           -----------------             -----------------
              Total liabilities and shareholders' equity                   $     762,999                 $      64,361
                                                                           =================             =================

                 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                      Six months ended
                                                                         June 30,                               June 30,
                                                                  2007               2006               2007               2006
                                                             --------------     --------------     --------------     --------------
                                                                                                          

Interest and dividend income:
     Loans, including fees                                   $    12,706        $    12,113        $    25,146        $    23,869
     Securities
         Taxable                                                     754                699              1,506              1,383
         Tax exempt                                                  132                113                260                227
     Dividends                                                        98                 83                193                164
     Other Interest                                                   30                 26                117                 31
                                                             --------------     --------------     --------------     --------------
                                                                  13,720             13,034             27,222             25,674

Interest expense:
     Deposits                                                      5,290              4,463             10,557              8,377
     Securities sold under agreements to repurchase                  254                229                480                411
     Other borrowed funds                                            738                801              1,350              1,687
     Subordinated debentures                                         272                317                598                622
                                                             --------------     --------------     --------------     --------------
                                                                   6,554              5,810             12,985             11,097
                                                             --------------     --------------     --------------     --------------
Net interest income                                                7,166              7,224             14,237             14,577
Provision for loan losses                                            616                791              1,002              1,457
                                                             --------------     --------------     --------------     --------------
     Net interest income after provision for loan losses           6,550              6,433             13,235             13,120

Noninterest income:
     Service charges on deposit accounts                             756                781              1,416              1,439
     Trust fees                                                       58                 56                114                109
     Income from bank owned life insurance                           162                270                342                457
     Gain on sale of loans                                            20                 28                 59                 54
     Other                                                           370                423                828                778
                                                             --------------    ---------------     --------------     --------------
                                                                   1,366              1,558              2,759              2,837
Noninterest expense:
     Salaries and employee benefits                                3,168              3,230              6,401              6,525
     Occupancy                                                       357                318                721                652
     Furniture and equipment                                         264                275                534                543
     Data processing                                                 211                199                405                416
     Other                                                         1,486              1,368              2,946              2,839
                                                             --------------     --------------     --------------     --------------
                                                                   5,486              5,390             11,007             10,975
                                                             --------------     --------------     --------------     --------------

Income before income taxes                                         2,430              2,601              4,987              4,982
Provision for income taxes                                           744                775              1,526              1,417
                                                             --------------     --------------     --------------     --------------

NET INCOME                                                   $     1,686        $     1,826        $     3,461        $     3,565
                                                             ==============     ==============     ==============     ==============

Earnings per share                                           $       .41        $       .43        $       .83        $       .84
                                                             ==============     ==============     ==============     ==============

                 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                   Six months ended
                                                                          June 30,                              June 30,
                                                                  2007               2006               2007               2006
                                                             --------------     --------------     --------------     --------------
                                                                                                          

Balance at beginning of period                               $    60,929        $    59,537        $    60,282        $    59,271

Comprehensive income:
     Net income                                                    1,686              1,826              3,461              3,565
     Change in unrealized loss
        on available-for-sale securities                            (319)              (824)               (86)            (1,136)
     Income tax effect                                               108                280                 29                386
                                                             --------------     --------------     --------------     --------------
         Total comprehensive income                                1,475              1,282              3,404              2,815

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

Cash dividends                                                      (751)              (721)            (1,465)            (1,401)

Shares acquired for treasury                                      (1,109)               (34)            (2,024)              (621)
                                                             --------------     --------------     --------------     --------------

Balance at end of period                                     $    60,544        $    60,064        $    60,544        $    60,064
                                                             ==============     ==============     ==============     ==============

Cash dividends per share                                     $      0.18        $      0.17        $      0.35        $      0.33
                                                             ==============     ==============     ==============     ==============

Shares from common stock issued
     through dividend reinvestment plan                                1                  1             13,383                  2
                                                             ==============     ==============     ==============     ==============

Shares acquired for treasury                                      43,859              1,338             80,009             24,664
                                                             ==============     ==============     ==============     ==============


                 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)



                                                                                                 Six months ended
                                                                                                     June 30,
                                                                                     2007                                  2006
                                                                                -----------------                  -----------------
                                                                                                             

Net cash provided by operating activities:                                      $       5,169                      $       7,456

Investing activities:
     Proceeds from maturities of securities available-for-sale                          3,466                              6,634
     Purchases of securities available-for-sale                                        (4,008)                            (8,905)
     Proceeds from maturities of securities held-to-maturity                              212                                 34
     Purchases of securities held-to-maturity                                          (1,429)                              ----
     Change in interest-bearing deposits in other financial institutions                 (101)                              ----
     Net change in loans                                                               (4,066)                            (7,139)
     Proceeds from sale of other real estate owned                                      1,344                                181
     Purchases of premises and equipment                                                 (444)                            (1,405)
     Proceeds from bank owned life insurance                                             ----                                 86
                                                                                -----------------                   ----------------
         Net cash (used in) investing activities                                       (5,026)                           (10,514)

Financing activities:
     Change in deposits                                                               (12,863)                            15,737
     Cash dividends                                                                    (1,465)                            (1,401)
     Proceeds from issuance of common stock
       through dividend reinvestment plan                                                 347                               ----
     Purchases of treasury stock                                                       (2,024)                              (621)
     Change in securities sold under agreements to repurchase                           5,111                             (7,919)
     Proceeds of Federal Home Loan Bank borrowings                                      9,000                              5,000
     Repayment of Federal Home Loan Bank borrowings                                    (3,033)                            (6,117)
     Change in other short-term borrowings                                               (794)                            (6,167)
     Proceeds from subordinated debentures                                              8,500                               ----
     Repayment of subordinated debentures                                              (8,500)                              ----
                                                                                -----------------                   ----------------
         Net cash provided by financing activities                                     (5,721)                            (1,488)
                                                                                -----------------                   ----------------

Change in cash and cash equivalents                                                    (5,578)                            (4,546)
Cash and cash equivalents at beginning of period                                       20,765                             19,616
                                                                                -----------------                   ----------------
Cash and cash equivalents at end of period                                      $      15,187                       $     15,070
                                                                                =================                   ================

Supplemental disclosure:

     Cash paid for interest                                                     $      13,770                       $     10,070
     Cash paid for income taxes                                                           327                              1,723
     Non-cash transfers from loans to other real estate owned                           1,370                                106


                 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 June 30, 2007,  and its results of  operations  and cash flows
for the periods  presented.  The results of operations  for the six months ended
June 30, 2007 are not  necessarily  indicative  of the  operating  results to be
anticipated for the full fiscal year ending December 31, 2007. 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, 2006  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 4,153,401 and 4,240,739 for
the three months ended June 30, 2007 and 2006,  respectively.  Weighted  average
shares  outstanding  were  4,172,996 and 4,244,624 for the six months ended June
30,  2007 and 2006,  respectively.  Ohio  Valley had no  dilutive  effect and no
potential common shares issuable under stock options or other agreements for any
period presented.

                                        7


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 on loans is  reported on an accrual  basis  using the  interest
method and includes  amortization  of net deferred  loan fees and costs over the
loan term. Interest income is not reported when full loan repayment is in doubt,
typically  when  the loan is  impaired  or  payments  are past due over 90 days.
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.

NEW  ACCOUNTING  PRONOUNCEMENTS:  In February  2007,  the  Financial  Accounting
Standards Board ("FASB") issued Financial  Accounting  Standard ("FAS") No. 159,
The Fair Value  Option for  Financial  Assets and  Financial  Liabilities.  This
statement  permits entities to choose to measure many financial  instruments and
certain  other  items at fair  value.  The  objective  is to  improve  financial
reporting by providing  entities with the opportunity to mitigate  volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting  provisions.  This statement is
expected to expand the use of fair value  measurement,  which is consistent with
FASB's   long-term   measurement   objectives   for   accounting  for  financial
instruments.  This  statement is effective for financial  statements  issued for
fiscal years  beginning  after  November 15, 2007.  Early  adoption is permitted
provided,  among other  things,  an entity  elects to adopt within the first 120
days of that fiscal year. The Company does not anticipate  early adoption of FAS
159. The Company is  evaluating  the effects of this  statement on its financial
statements  and has not yet  determined  the  impact  FAS 159 might  have on its
financial condition or results of operations.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes  ("FIN48"),  on January 1, 2007. The adoption of FIN
48 had no affect on the  Company's  financial  statements.  The  Company  has no
unrecognized  tax benefits and does not anticipate any increase in  unrecognized
benefits  during 2007  relative to any tax  positions  taken prior to January 1,
2007.  Should the accrual of any interest or penalties  relative to unrecognized
tax benefits be necessary, it is the Company's policy to record such accruals in
its income taxes  accounts;  no such accruals  exist as of January 1, 2007.  The
Company and its subsidiaries  file a consolidated U.S. federal income tax return
as well as tax returns in the states of Ohio and West  Virginia.  These  returns
are  subject to  examination  by taxing  authorities  for all years  after 2002.

                                       8


RECLASSIFICATIONS:   Certain  items  related  to  the   consolidated   financial
statements for 2006 have been  reclassified to conform to the  presentation  for
2007. These reclassifications had no effect on the net results of operations.

NOTE 2 - LOANS

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



                                                  June 30,                     December 31,
                                                   2007                           2006
                                            ---------------------      ----------------------
                                                                 

         Commercial real estate                $  192,710                       $  193,359
         Commercial and industrial                 51,590                           47,389
         Residential real estate                  238,593                          238,549
         Consumer                                 133,928                          139,961
         All other                                  7,310                            5,906
                                            ---------------------      ----------------------
                                               $  624,131                       $  625,164
                                            =====================      =======================


At June  30,  2007 and  December  31,  2006,  loans on  nonaccrual  status  were
approximately $4,238 and $12,017, respectively. Loans past due more than 90 days
and still  accruing at June 30, 2007 and December 31, 2006 were $967 and $1,375,
respectively.

NOTE 3 - ALLOWANCE FOR LOAN LOSSES AND IMPAIRED LOANS

Following  is an  analysis of changes in the  allowance  for loan losses for the
years ended June 30:



                                                      2007                           2006
                                                 ----------------              -----------------
                                                                         

Balance - January 1,                                 $ 9,412                        $  7,133
Loans charged off:
     Commercial (1)                                    3,363                             438
     Residential real estate                             348                             132
     Consumer                                            867                           1,162
                                                 ----------------              -----------------
         Total loans charged off                       4,578                           1,732

Recoveries of loans:
     Commercial (1)                                      206                             354
     Residential real estate                             163                             199
     Consumer                                            480                             676
                                                 ----------------              -----------------
         Total recoveries of loans                       849                           1,229
                                                 ----------------              -----------------

Net loan charge-offs                                  (3,729)                           (503)
Provision charged to operations                        1,002                           1,457
                                                 ----------------              -----------------
Balance - June 30,                                   $ 6,685                         $ 8,087
                                                 ================              =================


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

                                       9


Information regarding impaired loans is as follows:



                                                                         June 30,                   December 31,
                                                                           2007                         2006
                                                                    -------------------        -------------------
                                                                                         

     Balance of impaired loans                                        $     8,683                $    17,402

     Less portion for which no specific
         allowance is allocated                                             2,347                      2,959
                                                                    -------------------        -------------------

     Portion of impaired loan balance for which a
         specific allowance for credit losses is allocated            $     6,336                $    14,443
                                                                    ===================        ===================

     Portion of allowance for loan losses specifically
         allocated for the impaired loan balance                      $     2,072                $     4,962
                                                                    ===================        ===================

     Average investment in impaired loans year-to-date                $     9,313                $    18,774
                                                                    ===================        ===================



Interest on impaired  loans was $204 and $386 for the  six-month  periods  ended
June 30, 2007 and 2006,  respectively.  Accrual basis income was not  materially
different from cash basis income for the periods presented.

NOTE 4 - 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
4.16% of total  loans were  unsecured  at June 30,  2007 as compared to 3.51% at
December 31, 2006.

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 June 30, 2007, the
contract amounts of these instruments totaled approximately $79,190, compared to
$73,502 at December 31, 2006.  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 5 - OTHER BORROWED FUNDS

Other  borrowed  funds at June 30, 2007 and December  31, 2006 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
                                     --------------------     --------------------     --------------------     --------------------
                                                                                                    

June 30, 2007.....................      $     59,006           $     5,629              $     4,084              $      68,719
December 31, 2006.................      $     55,690           $     5,393              $     2,463              $      63,546



Pursuant  to  collateral  agreements  with the FHLB,  advances  are  secured  by
$215,866 in qualifying mortgage loans and $6,036 in FHLB stock at June 30, 2007.
Fixed-rate  FHLB advances of $51,206 mature through 2010 and have interest rates
ranging  from 3.25% to 6.62%.  In addition,  variable  rate FHLB  borrowings  of
$7,800 mature in 2007 and carry an interest rate of 5.37%.

                                       10


At June 30, 2007, 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 $52,200 available on this line of credit at June 30, 2007.

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 $159,901 at June 30, 2007.

Promissory notes,  issued primarily by Ohio Valley, have fixed rates of 4.80% to
6.25% and are due at various  dates  through a final  maturity date of September
30, 2008. As of June 30, 2007, a total of $3,708  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. At June 30, 2007, the interest rate
for the Company's FRB notes was 5.04%.  Various  investment  securities from the
Bank used to  collateralize  the FRB notes  totaled  $6,000 at June 30, 2007 and
$6,070 at December 31, 2006.

Letters  of credit  issued  on the  Bank's  behalf by the FHLB to  collateralize
certain public unit deposits as required by law totaled $41,550 at June 30, 2007
and $41,950 at December 31, 2006.

Scheduled principal payments over the next five years:




          Years Ended                           FHLB               Promissory                FRB
          December 31:                       Borrowings              Notes                  Notes                 Totals
--------------------------------          -----------------      ----------------     -----------------      -----------------
                                                                                                 

2007                                       $     18,832          $       2,527         $     4,084            $      25,443
2008                                             16,010                  3,102                ----                   19,112
2009                                              8,005                   ----                ----                    8,005
2010                                             16,006                   ----                ----                   16,006
2011                                                  6                   ----                ----                        6
Thereafter                                          147                   ----                ----                      147
                                          -----------------     -----------------     -----------------      -----------------
                                           $     59,006          $       5,629         $     4,084            $      68,719

                                          =================     =================     =================      =================


NOTE 6 - 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 repayment 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.

                                       11


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, 2006 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;  and the making  and  servicing  of  personal,
commercial,  floor plan,  construction,  real estate and student 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.

For the three months ended June 30, 2007, net income decreased by $140, or 7.7%,
to finish at $1,686 compared to the same period in 2006.  Earnings per share for
the second quarter of 2007 decreased  $.02, or 4.7%, to finish at $.41 per share
compared  to the same  period in 2006.  For the first  six  months of 2007,  net
income  decreased $104, or 2.9%, to finish at $3,461 compared to the same period
in 2006.  Earnings per share for the first six months of 2007 decreased $.01, or
1.2%,  to finish  at $.83 per share  compared  to the same  period in 2006.  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),  both  decreased to
..91% and 11.53%  during the first six months of 2007,  as  compared  to .95% and
12.10% for the same  period in 2006,  respectively.  The  Company's  decrease in
earnings  during  both the second  quarter  and first half  periods of 2007 were
caused  mostly by: 1) a  challenged  net interest  income due to higher  funding
costs and increased  average  nonaccrual  loans, and 2) decreases in noninterest
income due to higher net losses on the sale of other real estate owned  ("OREO")
and the  recognition of tax-free life insurance  proceeds  received in the prior
year that were not repeated in the current period.  These factors were partially
offset by the  benefits of a lower  provision  expense  experienced  in both the
second  quarter and first half of 2007, as compared to the same periods in 2006,
as a result of improvements to the Company's nonperforming credits from year-end
2006.

The consolidated  total assets of the Company  decreased $1,362, or 0.2%, during
the first  half of 2007 to  finish  at  $762,999,  primarily  due to lower  loan
balances, which decreased $1,033 from year-end 2006. Loan growth continues to be

                                       12


challenged by the declining volume of consumer loans combined with a stable real
estate loan  portfolio.  With loan  balances  flat to  declining,  the Company's
deposits  were down  from  year-end  2006 by  $12,863,  or  $2.2%,  to finish at
$580,923.  This  runoff,  primarily  driven by three large  maturing  commercial
certificates  of deposit  ("CD's"),  was partially  offset by an increase in the
Company's   securities   sold  under   agreements  to  repurchase   ("repurchase
agreements")  and other  borrowed  funds,  which  increased  $5,111 and  $5,173,
respectively, from year-end 2006.

                                  Comparison of
                               Financial Condition
                     at June 30, 2007 and December 31, 2006

The following discussion focuses, in more detail, on the consolidated  financial
condition of the Company at June 30, 2007  compared to December  31,  2006.  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 June 30, 2007,
cash and cash equivalents had decreased $5,578, or 26.9%, to $15,187 as compared
to $20,765 at December 31, 2006.  With loan demand down from year-end  2006, the
Company used its cash and cash  equivalents  primarily to satisfy  maturing time
deposits as well as to fund investment  security  purchases,  quarterly dividend
disbursements  and  treasury  stock   repurchases.   As  liquidity  levels  vary
continuously based on consumer activities,  amounts of cash and cash equivalents
can vary  widely at any given  point in time.  While  down from  year-end  2006,
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.

Securities

The  Company's  investment  securities  portfolio  consists  of  mortgage-backed
securities,   U.S.   government  agency  and  sponsored  entity  securities  and
obligations of states and political subdivisions. During the first half of 2007,
investment  securities  increased  $1,642,  or 2.0%, driven by increases in U.S.
government  agency and  sponsored  entity  securities of $3,913,  or 15.5%,  and
obligations of states and political subdivisions of $1,216, or 9.1%, as compared
to year-end 2006. The growth in these two segments of investments was the result
of  attractive  yield  opportunities  and a desire to  increase  diversification
within the Company's securities portfolio. This growth was partially offset by a
decrease in  mortgage-backed  securities of $3,487, or 7.7%, from year-end 2006.
The  Company  continues  to benefit  from the  advantages  of  investment  grade
mortgage-backed  securities,  which make up the largest portion of the Company's
investment  portfolio,  totaling $41,654,  or 48.9% of total investments at June
30, 2007.  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  $3,470 from January 1, 2007 through June 30, 2007. For the remainder of
2007, the Company's focus will be to generate interest revenue primarily through
loan growth due to higher asset yields on loans.

                                       13


Loans

During the first six months of 2007, total loans, the Company's primary category
of earning assets,  were down $1,033,  or 0.2%,  from year-end 2006.  Lower loan
balances were largely the result of a decreasing consumer loan portfolio. During
the first half of 2007,  consumer loans decreased $6,033, or 4.3%, from year-end
2006 to  $133,928.  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  lending
segment,  which  decreased  $4,360,  or 6.9%,  from  year-end  2006.  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 and the rising rate  environment  from  previous
years  have  caused  a  decline  in  automobile  loan  volume.   As  rates  have
aggressively  moved up,  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 half of 2007. In addition, the Company's capital line balances,
primarily home equity loans,  decreased $437, or 2.1%, from year-end 2006 due to
an increased number of paydowns.

The  Company's  decreasing  consumer loan  portfolio was partially  offset by an
increase in its commercial loan balances.  Commercial loans increased $3,552, or
1.5%, from year-end 2006. This growth is consistent with the Company's continued
emphasis  on  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
commercial  loan growth,  increasing  $4,201,  or 8.9%,  largely  driven by 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.  Growth in commercial real estate
loans was partially offset by a slight decrease in the Company's  commercial and
industrial  loans,  which were down  $649,  or 0.3%,  from  year-end  2006.  The
commercial loan portfolio,  including participation loans, consists primarily of
rental  property  loans (21.6% of portfolio),  medical  industry loans (12.9% of
portfolio),  land  development  loans (11.5% of portfolio),  and hotel and motel
loans (10.5% of  portfolio).  During the first half of 2007,  the primary market
areas  for  the  Company's   commercial   loan   originations,   excluding  loan
participations, were in the areas of Gallia, Jackson, Logan, Vinton and Franklin
counties  of Ohio,  which  accounted  for 57.4% of total  originations,  and the
growing West Virginia  markets,  which accounted for 9.6% 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 second half of 2007.

The Company also recognized an increase of $1,404, or 23.8%, in other loans from
year-end 2006.  Other loans consist  primarily of state and municipal  loans and
overdrafts.

While  commercial  loans  comprise  the largest  portion of the  Company's  loan
portfolio,  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

                                       14


same customer and industry risks as the commercial loan portfolio. For the first
half of 2007, total  residential real estate loan balances were up slightly from
year-end 2006, increasing $44 to total $238,593. While the real estate portfolio
is  relatively  flat,  there  continues to be a  significant  amount of movement
between  variable-rate and fixed-rate mortgage refinancings during the first six
months of 2007.  Since  year-end 2006,  the Company's  one-year  adjustable-rate
mortgage balances have decreased $12,761, or 18.8%, to finish at $55,030. During
2006, consumer demand for fixed-rate real estate loans steadily increased due to
the  continuation  of  lower,  more  affordable,  mortgage  rates  that  had not
responded as much to the documented  rise in short-term  interest rates of 2004,
2005 and part of 2006. As long-term interest rates continue to remain relatively
stable  from a year  ago,  consumers  continue  to pay off and  refinance  their
variable rate mortgages,  resulting in lower one-year  adjustable-rate  mortgage
balances at the end of 2007's first half period as compared to year-end 2006. As
a result,  partially  offsetting  the  decreases  in  variable-rate  real estate
balances were the continued consumer preference of fixed-rate real estate loans,
which were up $12,301, or 8.6%, from year-end 2006. To help further satisfy this
increasing  demand for fixed-rate  real estate loans,  the Company  continues to
originate and sell some fixed-rate  mortgages to the secondary  market,  and has
sold  $2,710 in loans  during  the first half of 2007,  which  were up $675,  or
33.1%, over the volume in the first half of 2006. The remaining real estate loan
portfolio   balances   increased  $504,   primarily  from  the  Company's  other
variable-rate real estate loan products.

The Company  will  continue to monitor  the flat to  declining  pace of its loan
portfolio  during the second half of 2007, and try to expand upon the first half
successes  of  its  commercial  loan  opportunities.   The  Company's  operating
environment remains challenging and has impacted loan growth due to loan payoffs
and a lower  level of loan  originations  during the first half  period of 2007.
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  anticipates total loan growth in the second half of 2007 to
be marginal,  with volume to continue at a flat to moderate pace  throughout the
remainder  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.

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 six months of 2007, the Company  experienced a
$2,727, or 29.0% decrease in its allowance for loan losses, in large part due to
a decrease in nonperforming  loan balances since year-end 2006. During 2006, the
level of nonperforming  loans,  which consist of nonaccruing  loans and accruing
loans  past due 90 days or more,  had  significantly  increased  from  $2,557 at
year-end  2005 to $13,392 at year-end  2006.  The  nonperforming  loan  balances
increased primarily from three commercial loan relationships secured by liens on
commercial  real estate and equipment,  personal  guarantees and life insurance.
During  this time,  specific  allocations  were made on behalf of the  portfolio
risks and  credit  deterioration  of these  nonperforming  relationships,  which
required corresponding  increases in the provision for loan losses to adequately
fund  the  allowance  for loan  losses.  During  the  first  half of  2007,  net
charge-offs  totaled $3,729,  which were up $3,226 from the same period in 2006,
in large part due to commercial  charge-offs  of the specific  allocations  that
were already  reflected in the  allowance  for loan losses from 2006. As part of
management's strategy to liquidate and resolve its nonperforming  relationships,
the Company  experienced  improvements in the ratio of nonperforming  loans as a
percentage  of total loans,  which  finished  June 30, 2007 at 0.83%,  down from
2.14% at year-end  2006.  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 improved from 2.00%
at year-end  2006 to 0.93% at June 30,  2007.  At June 30,  2007,  nonperforming
loans consisted of two large  commercial  relationships  that represent 0.46% of
total loans and 0.38% of total assets.  These nonperforming  credits continue to
be at various stages of resolution.  Management  believes that the allowance for

                                       15


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-bearing 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 six  months of 2007,  total
deposits  were down  $12,863,  or 2.2%,  from year-end  2006,  resulting  from a
funding mix shift from deposits to borowings as well as lower loan balances that
eased pressure off funding  requirements.  The change in deposits came primarily
from a decrease in the Company's time deposits and  non-interest  bearing demand
balances.

Time deposits,  particularly CD's, remain the most significant source of funding
for the Company's earning assets, making up 57.0% of total deposits.  During the
first half of 2007,  time deposits  decreased  $14,277,  or 4.1%,  from year-end
2006. This decrease was primarily due to the CD maturities within two commercial
relationships  that  totaled  $14,000.   The  Company  funded  these  commercial
maturities  through  borrowings  and excess  liquidity.  Furthermore,  with loan
balances at a flat to declining pace from year-end  2006,  there has not been an
aggressive  need to deploy time  deposits as a funding  source.  As market rates
have  steadied  since June 2006,  the Company has seen the cost of its retail CD
balances  aggressively  reprice upward to reflect  current  deposit rates.  This
lagging  effect has caused the  Company's  retail CD  portfolio  to become  more
costly to fund  earning  assets,  producing  an average cost of 4.83% during the
first six months of 2007 as  compared  to 3.90%  during the same period of 2006.
Furthermore,  during  the  second  quarter  of  2007,  the  economy  experienced
increases in its wholesale  funding  rates,  both short- and long-term  indices,
creating a costly funding source  comparible to that of the Company's  retail CD
balances.  At June 30,  2007,  the average  cost of the  Company's  wholesale CD
portfolio was 4.81%, just 2 basis points lower than its retail CD portfolio.  As
a result, management will continue to utilize both retail and wholesale deposits
as funding sources for future earning asset growth.

The Company's interest-free funding source, noninterest bearing demand deposits,
decreased  $1,825, or 2.3%, from year-end 2006. This decrease was primarily from
seasonal  decreases in business  checking balances from several large commercial
accounts.

Partially   offsetting  time  deposit  and  noninteret  bearing  demand  deposit
decreases was growth in the Company's  money market  deposits,  which  increased
$4,029,  or 6.8%,  during the first six months of 2007.  This growth was largely
driven  by the  Company's  Market  Watch  product,  which  generated  $4,765  in
additional  deposit balances from year-end 2006.  Introduced in August 2005, the
Market Watch  product is a limited  transaction  investment  account with tiered
rates that compete with current market rate offerings.

The Company will continue to experience  increased  competition  for deposits in
its market areas,  which should challenge net growth in their deposit  balances.
The Company  will  continue to evaluate  its deposit  portfolio  mix to properly
utilize both retail and wholesale  funds to support  earning assets and minimize
interest costs.

Securities Sold Under Agreements to Repurchase

Repurchase  agreements,  which are financing  arrangements  that have  overnight
maturity terms,  were up $5,111, or 22.7%, from year-end 2006. This increase was
mostly due to the fluctuation of one commercial account in the second quarter of
2007.

                                       16


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 six  months of 2007,  other
borrowed funds were up $5,173, or 8.1%, from year-end 2006. Part of the increase
was to fund the  maturities of several large  commercial  CD's.  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 $51  pre-tax  ($33  after  taxes) in the  second  quarter  of 2007.  This
quarterly   savings  that  contributed  to  margin   improvement  will  continue
throughout the third and fourth  quarters of 2007. For additional  discussion on
the terms and conditions of this new trust preferred security  issuance,  please
refer to "Note 6 -  Subordinated  Debentures  and  Trust  Preferred  Securities"
within Item 1, Notes to the Consolidated Financial Statements of this Form 10-Q.

Shareholders' Equity

The Company maintains a capital level that exceeds regulatory  requirements as a
margin of safety for its depositors. Total shareholders' equity at June 30, 2007
of  $60,544  was up $262,  or 0.4%,  as  compared  to the  balance of $60,282 on
December 31, 2006.  Contributing  most to this  increase  was  year-to-date  net
income  of $3,461  and $347 in  proceeds  from the  issuance  of  common  stock.
Partially  offsetting  the growth in capital were cash dividends paid of $1,465,
or $.35 per share, year-to-date, and an increase in the amount of treasury share
repurchases.  The Company had treasury stock totaling  $12,073 at June 30, 2007,
an increase of $2,024,  or 20.1%, as compared to the total at year-end 2006. The
Company anticipates  repurchasing  additional common shares from time to time as
authorized  by its stock  repurchase  program.  In February  2007,  the Board of
Directors  authorized  the  repurchase  of up to 175,000  of its  common  shares
between  February 16, 2007 and February  15, 2008.  As of June 30, 2007,  78,041
shares had been repurchased pursuant to that authorization.

                                  Comparison of
                              Results of Operations
                    for the Quarter and Year-To-Date Periods
                          Ended June 30, 2007 and 2006

The following discussion focuses, in more detail, on the consolidated results of
operations of the Company for the quarterly and year-to-date  periods ended June
30, 2007 compared to the same period in 2006. 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.

                                       17


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
second quarter of 2007, net interest income  decreased $58, or 0.8%, as compared
to the same quarter in 2006.  Through the first six months of 2007, net interest
income  decreased  $340,  or 2.3%,  as compared to the same period in 2006.  The
decrease in quarterly and year-to-date net interest income is primarily due to a
compressed net interest margin caused by higher funding costs as well as average
increases in nonaccrual loan balances.

Total interest  income  increased  $686, or 5.3%, for the second quarter of 2007
and increased  $1,548, or 6.0%, during the first half of 2007 as compared to the
same periods in 2006.  Growth in 2007's  year-to-date  average earning assets of
$8,867,  or 1.2%, as compared to the same period in 2006 was complemented with a
36 basis point  increase in asset  yields,  growing  from 7.31% to 7.67% for the
same time periods. The growth in average earning assets was largely comprised of
commercial real estate loan participations, investment securities and short-term
federal  funds  sold since June 2006.  Outpacing  interest  income was  interest
expense,  increasing  $744,  or 12.8%,  during  the  second  quarter of 2007 and
$1,888, or 17.0%,  during the first half of 2007 as compared to the same periods
in 2006,  as a result of higher  funding  costs,  competitive  factors to retain
deposits,  and larger average  earning asset balances which required  additional
funding.  In a changing interest rate  environment,  rates on loans reprice more
rapidly  than  interest  rates paid on  deposits.  In 2005 and the first half of
2006, net interest  margins were exceeding  previous  periods in relation to the
actions by the Federal  Reserve to increase  market  rates of  interest.  As the
Federal Reserve's most recent actions have held rates steady,  interest rates on
deposits have increased (as a lagging impact of earlier Federal Reserve action),
increasing  funding costs and decreasing the net interest  margin.  Increases in
funding  costs came mostly from the Bank's  retail CD accounts,  which have been
most  responsive  to the rising  rate  environment.  The  year-to-date  weighted
average cost of the Bank's retail CD balances grew 93 basis points from 3.90% at
June 30,  2006 to 4.83% at June 30,  2007.  The change in  interest  expense was
further  impacted  by the  Company's  average  growth in money  market  accounts
largely due to its Market Watch  product  with tiered  market rates that compete
with other such rate  offerings in the Company's  existing  market  areas.  As a
result of the rise in rates from  previous  periods,  the Bank's total  weighted
average  funding costs have increased 53 basis points from June 30, 2006 to June
30, 2007.

Putting  additional  pressure  on net  interest  income was an  increase  in the
Company's  year-to-date average nonaccrual loan balances,  which have grown from
an average of $3,127  for the six  months  ended June 30,  2006 to an average of
$8,361  for  the  six  months  ended  June  30,  2007.  While  this  segment  of
nonperforming  loans  continues  to  improve,  with actual  nonaccrual  balances
decreasing  $8,083 from year-end 2006, and decreasing $2,006 from June 30, 2006,
the interest income that has not been recorded on these nonaccrual balances over
the past 12 months has limited  the  increase  to earning  asset  income and has
contributed to net interest margin compression.

As a result of increased funding costs and higher average  nonaccrual  balances,
the Company's net interest  margin  decreased 4 basis points from 4.09% to 4.05%
for the second quarter of 2007 and decreased 13 basis points from 4.17% to 4.04%
during the first half of 2007 as  compared  to the same  periods in 2006.  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  action to keep rates steady since June 2006,  management
believes  that market rates  continue to be at their  "target"  zone of economic
stability,  with no anticipation of any rate changes throughout the remainder of
2007.  There can be no  assurance  to this effect as changes in market  interest
rates are  dependent  upon a variety  of factors  that are beyond the  Company's
control. With market rates remaining at their stable levels, management believes
that there are  opportunities  for net interest  margin  improvement  during the
second  half of 2007,  and have  already  experienced  margin  improvement  when
comparing  linked  quarters in March 2007 to June 2007. For the first quarter of

                                       18


2007, net interest  margin was 4.02% as compared to 2007's second quarter margin
of 4.05%, an increase of 3 basis points, in large part due to repricing rates of
the  Company's  retail  CD  balances  beginning  to slow  down.  This  trend  is
anticipated  to  continue  throughout  the  remainder  of 2007.  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 half of
2007,  provision  expense decreased $455, or 31.2%, over the same time period in
2006.  This decrease is primarily a direct  result of the Company's  decrease in
nonperforming  loan balances  since  year-end  2006  combined  with  significant
commercial  loan  allocations  that were made to the  allowance  for loan losses
during 2006.  At June 30, 2007,  the Company's  nonperforming  loan balances had
decreased  to  $5,205,  compared  to $13,392 at  year-end  2006,  as a result of
commercial  loan  charge-offs  of some  of the  troubled  relationships  already
discussed under the caption "Allowance for Loan Losses" within this management's
discussion and analysis. As a result,  through the first half of 2007, the ratio
of the Company's nonperforming loans to total loans decreased to 0.83%, compared
to 2.14% at December 31, 2006, while  nonperforming  assets to total assets also
decreased  to 0.93%,  compared  to 2.00% for the same time  periods.  Management
believes  that the  allowance  for loan losses is  adequate  and  reflective  of
probable  losses in the  portfolio.  The  allowance for loan losses was 1.07% of
total loans at June 30,  2007,  down from 1.51% at  December  31,  2006.  Future
provisions  to the  allowance  for  loan  losses  will  continue  to be based on
management's  quarterly in-depth  evaluation that is discussed further in 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  June 30,  2007 was  $1,366,  a
decrease of $192, or 12.3%, from the same period in 2006. Noninterest income for
the six months ended June 30, 2007 was $2,759,  a decrease of $78, or 2.7%, from
the same period in 2006. The quarterly and year-to-date  decreasing results were
impacted  most by the  Company's  tax-free  bank owned life  insurance  ("BOLI")
investments  and net losses on the sale of OREO,  partially  offset by increased
tax processing fees and debit card interchange fees.

BOLI income was down $108, or 40.0%, during the second quarter of 2007, and down
$115,  or 25.2%,  during the first half of 2007, as compared to the same periods
of 2006,  driven  mostly by tax-free  life  insurance  proceeds of $86 that were
recorded  in the  second  quarter  of 2006  that  were  not  repeated  in  2007.
Furthermore,  the Company also realized $87 of tax-free life insurance  proceeds
in the  third  quarter  of 2006.  As a  result  of  these  non-recurring  timing
differences,  management  anticipates revenues from BOLI investments to be lower
during the remaining six months of 2007 as compared to 2006.  Other  noninterest
income was  negatively  impacted by losses  incurred on the sale of various OREO
properties,  causing net losses on the sale of OREO to  increase  $84 during the
second quarter of 2007 and $78 during the first half period of 2007, as compared
to the same periods in 2006.

Partially offsetting the decreases in other noninterest income were improvements
in the Company's tax refund  processing fees and debit card interchange fees. In
2006, the Company began its participation in a new tax refund loan service where
it serves as a  facilitator  for the  clearing of tax refunds for a tax software
provider. As a result, the Company's tax refund processing fees during the first
six months of 2007 totaled  $110,  a $64 increase  over the same period in 2006.
Further  enhancing  the  changes  in other  noninterest  income  was debit  card
interchange  income,  increasing  $32, or 13.6%,  during the first six months of
2007 as  compared  to the  same  period  in 2006.  The  volume  of  transactions

                                       19


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 572,232 transactions during the first six months of 2007, up 18.2% from
the 484,188  transactions  during the same period in 2006,  derived  mostly from
gasoline and restaurant purchases.

Noninterest Expense

During the second  quarter of 2007,  total  noninterest  expense  was up $96, or
1.8%,  as compared to the same period in 2006.  During the six months ended June
30,  2007,  noninterest  expense  was up $32,  or 0.3%,  as compared to the same
period in 2006.  Contributing  most to the quarterly and year-to-date  increases
were the costs associated with resolving  nonperforming loans. This caused other
noninterest  expenses to increase  $118, or 8.6%,  during the second  quarter of
2007, and $107, or 3.8%,  during the first half of 2007, as compared to the same
periods  of 2006.  Loan  expenses  (i.e.,  foreclosure  costs),  that  have been
incurred  as part of  resolving  nonperforming  credits  during  2007  have been
necessary to improve asset quality and lower portfolio risk.

Further  increases in  noninterest  expense were  recorded  within the Company's
occupancy  expense,  which was up $39,  or 12.3%,  during the second  quarter of
2007, and $69, or 10.6%,  during the first half of 2007, as compared to the same
periods in 2006.  This was in large part due to the  Company's  expansion of its
Jackson,  Ohio  facility.  In late 2006,  the  Company  invested  over $2,000 to
replace its Jackson,  Ohio facility and, during that time,  ceased operations in
its  Jackson  superbank  facility.  The  facility  was  placed  in  service  and
depreciation commenced during the fourth quarter of 2006. Occupancy costs during
2007 will  continue to outpace the  occupancy  costs of 2006 as a result of this
new facility.

Partially  offsetting  occupancy and other noninterest expense were lower salary
and  employee  benefit  costs.  Salaries and employee  benefits,  the  Company's
largest noninterest expense item, decreased $62, or 1.9%, for the second quarter
of 2007,  and $124,  or 1.9%,  during the first half of 2007, as compared to the
same periods in 2006.  The decrease was largely due to lower  accrued  incentive
costs as well as a lower number of full-time  equivalent ("FTE")  employees.  At
June 30, 2007, the Company had 256 FTE employees on staff as compared to 261 FTE
employees  at June 30,  2006.  The total of all  remaining  noninterest  expense
categories was relatively  unchanged.  The stable level of noninterest  expenses
during 2007 largely  reflects the  continued  efforts by  management  to improve
efficiency by placing strong emphasis on overhead expense control.

The Company's efficiency ratio is defined as noninterest expense as a percentage
of fully  tax-equivalent net interest income plus noninterest income.  While the
Company  has  experienced  good  cost  containment  in  its  overhead  expenses,
decreases to both quarterly and year-to-date net interest income have negatively
affected the Company's  efficiency.  The  efficiency  ratio for the three months
ended June 30, 2007 was 63.53%,  up from 60.85% for the same period in 2006. The
efficiency  ratio for the six months  ended June 30,  2007 was  64.01%,  up from
62.54% for the same period in 2006.

Capital Resources

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




                                            Company Ratios                 Regulatory                Well
                                                                            Minimum               Capitalized
                                        6/30/07       12/31/06
                                                                                      

Tier 1 risk-based capital                12.2%          12.2%                 4.00%                    6.0%

Total risk-based capital ratio           13.3%          13.4%                 8.00%                   10.0%

Leverage ratio                            9.7%           9.6%                 4.00%                    5.0%


                                       20


Cash  dividends paid of $1,465 for the first six months of 2007 represent a 4.6%
increase  over the cash  dividends  paid  during  the same  period in 2006.  The
quarterly  dividend  rate  increased  from  $0.17 per share in 2006 to $0.18 per
share in 2007.  The dividend rate has increased in proportion to the  consistent
growth  in  retained  earnings.  At  June  30,  2007,  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 $87,619
represented 11.5% of total assets at June 30, 2007. In addition, the FHLB offers
advances to the Bank which further enhances the Bank's ability to meet liquidity
demands.  At June 30, 2007, the Bank could borrow an additional $59,000 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 4 - 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
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

                                       21


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.  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
currently  comprising  the most  significant  portion.  Credit risk is primarily

                                       22


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:



                                                    June 30, 2007                         December 31, 2006
      Change in Interest Rates                    Percentage Change in                   Percentage Change in
         in Basis Points                          Net Interest Income                    Net Interest Income
                                                                                

              +300                                     (6.18%)                                (5.95%)
              +200                                     (3.26%)                                (3.26%)
              +100                                     (1.27%)                                (1.37%)
              -100                                      1.07%                                  1.10%
              -200                                      2.49%                                  1.74%
              -300                                      4.43%                                  2.65%


The estimated  change in net interest income reflects minimal interest rate risk
exposure and is well within the policy  guidelines  established by the Board. At
June 30, 2007, the Company's  analysis of net interest  income reflects a modest
liability sensitive  position.  Based on current  assumptions,  an instantaneous
increase in interest rates would negatively impact net interest income primarily
due  to  variable  rate  loans  reaching  their  annual  interest  rate  cap  or
potentially  their  lifetime  interest rate cap.  Furthermore,  in a rising rate
environment, the prepayment amounts on loans and mortgage-backed securities slow
down,  producing less cash flow to reinvest at higher interest rates.  During an
instantaneous  decrease in interest  rates,  the opposite  occurs,  producing an
increase in net interest income. As compared to December 31, 2006, the Company's
interest rate risk profile has been relatively stable.

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

                                       23


(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 June 30, 2007, 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, 2006, as filed with the U.S.  Securities and Exchange Commission on
March 16, 2007 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.

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

              (a) Not Applicable.
              (b) Not Applicable.

                                       24


              (c) The  following   table  provides  information  regarding  Ohio
                  Valley's  repurchases of its  common  shares during the fiscal
                  quarter ended June 30, 2007:

                   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 Programs                   Programs
                                                                                             

April 1 - 30, 2007              500               $25.25                           500                          140,318
May   1 - 31, 2007           17,508               $25.31                        17,508                          122,810
June  1 - 30, 2007           25,851               $25.29                        25,851                           96,959
                        -----------------   ---------------------     -------------------------      -----------------------------
TOTAL                        43,859               $25.30                        43,859                           96,959
                        =================   =====================     =========================      =============================


(1) On July 21, 2006,  Ohio  Valley's  Board of Directors  announced its plan to
repurchase  up to 175,000  of its  common  shares  between  August 16,  2006 and
February  16,  2007.  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.

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

              Not Applicable.

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

              The Company held its Annual Meeting of Shareholders on May 9, 2007
              for the purpose of electing directors.Shareholders received  proxy
              materials containing the  information  required by this item. Four
              directors, Steven B. Chapman, Robert E. Daniel, Robert H. Eastman
              and Jeffrey E. Smith  were  nominated  for  reelection  and   were
              reelected.   The  summary  of  voting  of  the  3,451,404   shares
              outstanding is as follows:

                                                                       Broker
              Director Candidate           For         Withheld       Non-Votes

              Steven B. Chapman         3,421,835        29,569          ----
              Robert E. Daniel          3,433,305        18,099          ----
              Robert H. Eastman         3,440,596        10,808          ----
              Jeffrey E. Smith          3,443,926         7,478          ----

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.

                                       25


                                   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:     August 8, 2007            By:    /s/   Jeffrey E. Smith
                                           -------------------------------------
                                           Jeffrey E.  Smith
                                           President and Chief Executive Officer



Date:     August 8, 2007            By:    /s/  Scott W. Shockey
                                           -------------------------------------
                                           Scott W. Shockey
                                           President and Chief Financial Officer

                                       26


                                  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.
                               Incorporated herein  by reference to Exhibit 3(a)
                               to Ohio Valley's Annual  Report on Form 10-K for
                               fiscal  year ended  December 31, 1997  (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.

                                       27