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

                                    FORM 10-Q

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
               For the quarterly period ended: March 31, 2009

                                       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 has submitted electronically and
posted on its corporate web site, if any, every Interactive Data file required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months(or for such shorter period that the registrant was required
to submit and post such files).
                                 |_| Yes     |_| No

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

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

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

The number of common shares of the registrant  outstanding as of May 8, 2009 was
3,983,009.



                             OHIO VALLEY BANC CORP.
                                    FORM 10-Q
                                      INDEX


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

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

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

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

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

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

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

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

  Item 3.  Quantitative and Qualitative Disclosure About Market Risk..........26

  Item 4.  Controls and Procedures............................................27

PART II - OTHER INFORMATION...................................................28

  Item 1.   Legal Proceedings.................................................28

  Item 1A.  Risk Factors......................................................28

  Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.......28

  Item 3.   Defaults Upon Senior Securities...................................28

  Item 4.   Submission of Matters to a Vote of Security Holders...............28

  Item 5.   Other Information.................................................28

  Item 6.   Exhibits and Reports on Form 8-K..................................29

SIGNATURES....................................................................30

EXHIBIT INDEX.................................................................31

                                       2






PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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


                                                                            March 31,                  December 31,
                                                                              2009                        2008
                                                                        -----------------           -----------------
                                                                                                
ASSETS
Cash and noninterest-bearing deposits with banks                        $       8,321               $        16,650
Federal funds sold                                                              ----                          1,031
                                                                        -----------------           -----------------
     Total cash and cash equivalents                                            8,321                        17,681
Interest-bearing deposits in other financial institutions                      42,817                           611
Securities available-for-sale                                                  80,344                        75,340
Securities held-to-maturity
   (estimated fair value: 2009 - $16,315; 2008 - $17,241)                      16,025                        16,986
Federal Home Loan Bank stock                                                    6,281                         6,281
Total loans                                                                   633,559                       630,391
    Less: Allowance for loan losses                                            (7,704)                       (7,799)
                                                                        -----------------           -----------------
     Net loans                                                                625,855                       622,592
Premises and equipment, net                                                    10,548                        10,232
Accrued income receivable                                                       3,012                         3,172
Goodwill                                                                        1,267                         1,267
Bank owned life insurance                                                      18,311                        18,153
Other assets                                                                    9,183                         8,793
                                                                        -----------------           -----------------
          Total assets                                                  $     821,964               $       781,108
                                                                        =================           =================

LIABILITIES
Noninterest-bearing deposits                                            $      96,934               $        85,506
Interest-bearing deposits                                                     557,247                       506,855
                                                                        -----------------           -----------------
     Total deposits                                                           654,181                       592,361
Securities sold under agreements to repurchase                                 27,292                        24,070
Other borrowed funds                                                           51,148                        76,774
Subordinated debentures                                                        13,500                        13,500
Accrued liabilities                                                            11,261                        11,347
                                                                        -----------------           -----------------
          Total liabilities                                                   757,382                       718,052

SHAREHOLDERS' EQUITY
Common stock ($1.00 par value per share, 10,000,000 shares
  authorized; 2009 and 2008 - 4,642,748 shares issued)                          4,643                         4,643
Additional paid-in capital                                                     32,683                        32,683
Retained earnings                                                              42,007                        40,752
Accumulated other comprehensive income                                            961                           690
Treasury stock, at cost (2009 and 2008 - 659,739 shares)                      (15,712)                      (15,712)
                                                                        -----------------           -----------------
         Total shareholders' equity                                            64,582                        63,056
                                                                        -----------------           -----------------
              Total liabilities and shareholders' equity                $     821,964               $       781,108
                                                                        =================           =================

                 See notes to consolidated financial statements

                                        3





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


                                                                                    Three months ended
                                                                                          March 31,
                                                                              2009                        2008
                                                                         ----------------           -----------------
                                                                                               
Interest and dividend income:
     Loans, including fees                                               $      11,659             $       12,642
     Securities:
         Taxable                                                                   753                        796
         Tax exempt                                                                117                        141
     Dividends                                                                      71                         79
     Other Interest                                                                 11                         76
                                                                         ----------------           -----------------
                                                                                12,611                     13,734

Interest expense:
     Deposits                                                                    3,449                      4,886
     Securities sold under agreements to repurchase                                 22                        144
     Other borrowed funds                                                          588                        757
     Subordinated debentures                                                       272                        272
                                                                         ----------------           -----------------
                                                                                 4,331                      6,059
                                                                         ----------------           -----------------
Net interest income                                                              8,280                      7,675
Provision for loan losses                                                          848                        701
                                                                         ----------------           -----------------
     Net interest income after provision for loan losses                         7,432                      6,974

Noninterest income:
     Service charges on deposit accounts                                           625                        710
     Trust fees                                                                     55                         61
     Income from bank owned life insurance                                         200                        175
     Gain on sale of loans                                                         258                         45
     Loss on sale of other real estate owned                                      ----                        (41)
     Other                                                                         925                        634
                                                                         ----------------           -----------------
                                                                                 2,063                      1,584
Noninterest expense:
     Salaries and employee benefits                                              3,700                      3,429
     Occupancy                                                                     403                        386
     Furniture and equipment                                                       285                        235
     Data processing                                                               227                        265
     FDIC insurance                                                                285                         17
     Other                                                                       1,698                      1,420
                                                                         ----------------           -----------------
                                                                                 6,598                      5,752
                                                                         ----------------           -----------------

Income before income taxes                                                       2,897                      2,806
Provision for income taxes                                                         846                        841
                                                                         ----------------           -----------------

NET INCOME                                                               $       2,051              $       1,965
                                                                         ================           =================

Earnings per share                                                       $         .51              $         .48
                                                                         ================           =================

                 See notes to consolidated financial statements

                                        4

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


                                                                                    Three months ended
                                                                                          March 31,
                                                                               2009                        2008
                                                                         -----------------           -----------------
                                                                                                
Balance at beginning of period                                           $    63,056                 $    61,511

Comprehensive income:
     Net income                                                                2,051                       1,965
     Change in unrealized loss
      on available-for-sale securities                                           411                       1,410
     Income tax effect                                                          (140)                       (479)
                                                                         -----------------           -----------------
         Total comprehensive income                                            2,322                       2,896

Cash dividends                                                                  (796)                       (774)

Shares acquired for treasury                                                    ----                        (586)

Cumulative-effect adjustment in adopting EITF No. 06-04                         ----                      (1,079)
                                                                         -----------------           -----------------

Balance at end of period                                                 $    64,582                 $    61,968
                                                                         =================           =================

Cash dividends per share                                                 $      0.20                 $      0.19
                                                                         =================           =================

Shares from common stock issued
     through dividend reinvestment plan                                         ----                           1
                                                                         =================           =================

Shares acquired for treasury                                                    ----                      23,328
                                                                         =================           =================

                 See notes to consolidated financial statements

                                        5

                             OHIO VALLEY BANC CORP.
                      CONDENSED CONSOLIDATED STATEMENTS OF
                             CASH FLOWS (UNAUDITED)
                             (dollars in thousands)
--------------------------------------------------------------------------------


                                                                                    Three months ended
                                                                                          March 31,
                                                                             2009                          2008
                                                                        ---------------               ---------------
                                                                                                 
Net cash provided by operating activities:                              $    2,701                    $    2,669

Investing activities:
     Proceeds from maturities of securities available-for-sale               3,842                        11,089
     Purchases of securities available-for-sale                             (8,498)                       (2,944)
     Proceeds from maturities of securities held-to-maturity                   999                           449
     Purchases of securities held-to-maturity                                  (40)                       (3,060)
     Change in interest-bearing deposits in other financial                (42,206)                          126
     institutions
     Net change in loans                                                    (4,254)                        2,991
     Proceeds from sale of other real estate owned                              53                           141
     Purchases of premises and equipment                                      (577)                         (111)
                                                                        ---------------               ---------------
         Net cash provided by (used in) investing activities               (50,681)                        8,681

Financing activities:
     Change in deposits                                                     61,820                        22,262
     Cash dividends                                                           (796)                         (774)
     Purchases of treasury stock                                              ----                          (586)
     Change in securities sold under agreements to repurchase                3,222                       (10,347)
     Proceeds from Federal Home Loan Bank borrowings                          ----                         7,000
     Repayment of Federal Home Loan Bank borrowings                         (3,001)                       (7,010)
     Change in other short-term borrowings                                 (22,625)                       (5,111)
                                                                        ---------------               ---------------
         Net cash provided by (used in) financing activities                38,620                         5,434
                                                                        ---------------               ---------------

Change in cash and cash equivalents                                         (9,360)                       16,784
Cash and cash equivalents at beginning of period                            17,681                        16,894
                                                                        ---------------               ---------------
Cash and cash equivalents at end of period                              $    8,321                    $   33,678
                                                                        ===============               ===============

Supplemental disclosure:

     Cash paid for interest                                             $    5,645                    $    7,120
     Cash paid for income taxes                                                280                            70
     Non-cash transfers from loans to other real estate owned                  143                           340

                 See notes to consolidated financial statements

                                        6

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

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

These interim financial statements are prepared by the Company without audit and
reflect all  adjustments of a normal  recurring  nature which, in the opinion of
management,  are necessary to present fairly the consolidated financial position
of the Company at March 31, 2009,  and its results of operations  and cash flows
for the periods presented.  The results of operations for the three months ended
March 31, 2009 are not  necessarily  indicative of the  operating  results to be
anticipated for the full fiscal year ending December 31, 2009. 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, 2008  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 3,983,009 and 4,060,585 for
the three months ended March 31, 2009 and 2008, respectively. Ohio Valley had no
dilutive  effect and no potential  common shares issuable under stock options or
other agreements for any period presented.

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

                                       7

interest  method and includes  amortization  of net deferred loan fees and costs
over the loan term.  Interest income is not reported when full loan repayment is
in doubt,  typically  when the loan is impaired or payments are past due over 90
days. Payments received on such loans are reported as principal reductions.

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

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

A loan is  impaired  when full  payment  under the loan  terms is not  expected.
Commercial  and  commercial  real estate loans are  individually  evaluated  for
impairment.  Impaired  loans are carried at the present  value of expected  cash
flows discounted at the loan's  effective  interest rate or at the fair value of
the collateral if the loan is collateral  dependent.  A portion of the allowance
for loan losses is allocated to impaired loans.  Large groups of smaller balance
homogeneous  loans,  such as consumer and  residential  real estate  loans,  are
collectively evaluated for impairment, and accordingly,  they are not separately
identified for impairment disclosures.

RECENTLY  ISSUED BUT NOT YET EFFECTIVE  ACCOUNTING  PRONOUNCEMENTS:  Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly  Decreased and Identifying  Transactions That Are Not Orderly:  On
April 9, 2009, the Financial  Accounting  Standards  Board ("FASB")  issued FASB
Staff Position  ("FSP") FAS 157-4,  "Determining  Fair Value When the Volume and
Level of Activity for the Asset or Liability  Have  Significantly  Decreased and
Identifying  Transactions  That Are Not  Orderly."  The FSP provides  additional
guidance for  estimating  fair value in accordance  with FASB Statement No. 157,
"Fair Value  Measurements",  when the volume and level of activity for the asset
or liability have  significantly  decreased.  The FSP also includes  guidance on
identifying  circumstances that indicate a transaction is not orderly.  Further,
the FSP  emphasizes  that even if there has been a  significant  decrease in the
volume and level of activity for the asset or liability  and  regardless  of the
valuation  technique(s) used, the objective of a fair value measurement  remains
the same.  Fair value is the price that  would be  received  to sell an asset or
paid to transfer a liability  in an orderly  transaction  (that is, not a forced
liquidation or distressed  sale) between market  participants at the measurement
date under current market  conditions.  The FSP amends  Statement 157 to require
certain  additional  disclosures  in interim  and annual  periods to discuss the
inputs and  valuation  technique(s)  used to  measure  fair  value.  This FSP is
effective for interim and annual  reporting  periods ending after June 15, 2009,
with early adoption permitted for periods ending after March 15, 2009, and shall
be applied prospectively.  Park will adopt this new accounting  pronouncement in
the second  quarter of 2009.  Management is still  evaluating  the impact of FSP
157-4.

Interim Disclosures about Fair Value of Financial Instruments: On April 9, 2009,
the FASB issued FASB FSP No. FAS 107-1 and APB 28-1, "Interim  Disclosures about
Fair Value of Financial  Instruments."  This FSP amends FASB  Statement No. 107,
"Disclosures about Fair Value of Financial Instruments",  to require disclosures
about fair value of  financial  instruments  for  interim  reporting  periods of
publicly traded  companies as well as in annual financial  statements.  This FSP
also amends APB Opinion No. 28, "Interim Financial Reporting",  to require those
disclosures in summarized financial information at

                                       8

interim reporting  periods.  This FSP is effective for interim reporting periods
ending after June 15, 2009,  with early  adoption  permitted for periods  ending
after March 15, 2009. Park will adopt this new accounting  pronouncement  in the
second  quarter of 2009.  Management is still  evaluating  the impact of FSP FAS
107-1 and APB 28-1.

Recognition and Presentation of  Other-Than-Temporary  Impairments:  On April 9,
2009, the FASB issued FSP FAS 115-2 and FAS 124-2, "Recognition and Presentation
of Other-Than-Temporary  Impairments." This FSP amends the  other-than-temporary
impairment  guidance  in GAAP for debt  securities  to make  the  guidance  more
operational    and   to   improve   the    presentation    and   disclosure   of
other-than-temporary  impairments on debt and equity securities in the financial
statements.  This  FSP does  not  amend  existing  recognition  and  measurement
guidance related to other-than-temporary  impairments of equity securities.  The
FSP is effective for interim and annual reporting  periods ending after June 15,
2009,  with early  adoption  permitted for periods  ending after March 15, 2009.
Park will adopt this new accounting pronouncement in the second quarter of 2009.
Management is still evaluating the impact of FSP FAS 115-2 and FAS 124-2.

RECLASSIFICATIONS:   Certain  items  related  to  the   consolidated   financial
statements for 2008 have been  reclassified to conform to the  presentation  for
2009. These reclassifications had no effect on the net results of operations.

NOTE 2 - FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

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

Securities  Available-For-Sale:  Securities classified as available-for-sale are
reported  at fair value  utilizing  Level 2 inputs.  For these  securities,  the
Company obtains fair value  measurements using pricing models that vary based on
asset class and include available trade, bid and other market information.  Fair
value of securities available-for-sale may also be determined by matrix pricing,
which is a  mathematical  technique  used  widely in the  industry to value debt
securities  without  relying  exclusively  on  quoted  prices  for the  specific
securities,  but  rather by  relying on the  securities'  relationship  to other
benchmark quoted securities.

Impaired  Loans:  Some  impaired  loans are  reported  at the fair  value of the
underlying  collateral  adjusted  for  selling  costs.   Collateral  values  are
estimated using Level 3 inputs based on third party appraisals.

                                       9

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


                                          Fair Value Measurements at March 31, 2009, Using
                                    ------------------------------------------------------------
                                     Quoted Prices in          Significant
                                      Active Markets              Other            Significant
                                      for Identical             Observable         Unobservable
                                          Assets                  Inputs              Inputs
                                        (Level 1)                (Level 2)           (Level 3)
                                    -------------------      -----------------    --------------
                                                                           
Assets:

Securities Available-For-Sale               ----                  $ 80,344              ----



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

Securities Available-For-Sale               ----                  $ 75,340              ----

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


                                          Fair Value Measurements at March 31, 2009, Using
                                    ------------------------------------------------------------
                                     Quoted Prices in          Significant
                                      Active Markets              Other            Significant
                                      for Identical             Observable         Unobservable
                                          Assets                  Inputs              Inputs
                                        (Level 1)                (Level 2)           (Level 3)
                                    -------------------      -----------------    --------------
                                                                           
Assets:

Impaired Loans                              ----                     ----            $10,634



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

Impaired Loans                              ----                     ----            $ 1,182

Impaired loans,  which are usually  measured for impairment using the fair value
of the  collateral,  had a carrying  amount of $21,597  at March 31,  2009.  The
portion of this impaired loan balance for which a specific  allowance for credit
losses  was  allocated  totaled  $14,131,  resulting  in  a  specific  valuation
allowance of $3,497. At December 31, 2008,  impaired loans had a carrying amount
of  $8,099.  The  portion of this  impaired  loan  balance  for which a specific
allowance  for credit  losses  was  allocated  totaled  $2,586,  resulting  in a
specific valuation  allowance of $1,404.  The specific  valuation  allowance for
those loans has  increased  from $1,404 at December  31, 2008 to $3,497 at March
31, 2009.

                                       10

NOTE 3 - LOANS

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

                                         March 31, 2009        December 31, 2008
                                       -----------------       -----------------
         Residential real estate         $  243,019               $  252,693
         Commercial real estate             205,886                  198,559
         Commercial and industrial           47,415                   44,824
         Consumer                           129,202                  126,911
         All other                            8,037                    7,404
                                       -----------------       -----------------
                                         $  633,559               $  630,391
                                       =================       =================

At March 31,  2009 and  December  31,  2008,  loans on  nonaccrual  status  were
approximately $4,326 and $3,396, respectively.  Loans past due more than 90 days
and still  accruing  at March 31,  2009 and  December  31,  2008 were $1,691 and
$1,878, respectively.

NOTE 4 - ALLOWANCE FOR LOAN LOSSES AND IMPAIRED LOANS

Following  is an  analysis of changes in the  allowance  for loan losses for the
three-month periods ended March 31:


                                                                         2009                 2008
                                                                     -----------           -----------
                                                                                     
Balance - January 1,                                                   $ 7,799               $  6,737
Loans charged off:
     Commercial (1)                                                        157                    176
     Residential real estate                                               561                     80
     Consumer                                                              480                    555
                                                                     -----------           -----------
         Total loans charged off                                         1,198                    811
Recoveries of loans:
     Commercial (1)                                                       ----                     93
     Residential real estate                                                 2                      3
     Consumer                                                              253                    175
                                                                     -----------           -----------
         Total recoveries of loans                                         255                    271
                                                                     -----------           -----------
Net loan charge-offs                                                      (943)                  (540)

Provision charged to operations                                            848                    701
                                                                     -----------           -----------
Balance -  March 31,                                                   $ 7,704                $ 6,898
                                                                     ===========           ===========

Information regarding impaired loans is as follows:


                                                                     March 31,           December 31,
                                                                       2009                 2008
                                                                  --------------        --------------
                                                                                 
     Balance of impaired loans                                    $    21,597           $    8,099

     Less portion for which no specific
         allowance is allocated                                         7,466                5,513
                                                                  --------------        --------------

     Portion of impaired loan balance for which a
         specific allowance for credit losses is allocated        $    14,131           $    2,586
                                                                  ==============        ==============

     Portion of allowance for loan losses specifically
         allocated for the impaired loan balance                  $     3,497           $    1,404
                                                                  ==============        ==============

     Average investment in impaired loans year-to-date            $    21,806           $    9,027
                                                                  ==============        ==============

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

                                       11

Interest  recognized  on  impaired  loans  was $466 and $84 for the  three-month
periods  ended March 31, 2009 and 2008,  respectively.  Accrual basis income was
not materially different from cash basis income for the periods presented.

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

The  Company,  through  its  subsidiaries,  grants  residential,  consumer,  and
commercial loans to customers  located primarily in the central and southeastern
areas of Ohio as well as the western  counties of West  Virginia.  Approximately
3.79% of total loans were  unsecured at March 31, 2009,  unchanged from December
31, 2008.

The Bank is a party to financial  instruments with off-balance sheet risk in the
normal course of business to meet the financing  needs of its  customers.  These
financial  instruments include commitments to extend credit,  standby letters of
credit and financial  guarantees.  The contract amounts of these instruments are
not included in the consolidated  financial  statements.  At March 31, 2009, the
contract amounts of these instruments totaled approximately $76,823, compared to
$77,940 at December 31, 2008.  Since many of these  instruments  are expected to
expire without being drawn upon, the total contract  amounts do not  necessarily
represent future cash requirements.

NOTE 6 - OTHER BORROWED FUNDS

Other  borrowed  funds at March 31, 2009 and December 31, 2008 are  comprised of
advances  from the Federal  Home Loan Bank  ("FHLB") of  Cincinnati,  promissory
notes and Federal Reserve Bank ("FRB") Notes.


                                             FHLB                 Promissory             FRB
                                          Borrowings                Notes               Notes             Totals
                                     --------------------     -----------------    ---------------   ----------------
                                                                                            
March 31, 2009...............         $      45,163            $        5,214       $       771       $      51,148
December 31, 2008............         $      68,715            $        5,479       $     2,580       $      76,774

Pursuant  to  collateral  agreements  with the FHLB,  advances  are  secured  by
$228,745  in  qualifying  mortgage  loans and  $6,281 in FHLB stock at March 31,
2009.  Fixed rate FHLB advances of $45,163 mature through 2033 and have interest
rates ranging from 2.13% to 6.62%.  There were no variable rate FHLB  borrowings
at March 31, 2009.

At March 31, 2009, the Company had a cash  management line of credit enabling it
to borrow up to $60,000  from the FHLB.  All cash  management  advances  have an
original  maturity  of 90 days.  The line of credit must be renewed on an annual
basis. There was $60,000 available on this line of credit at March 31, 2008.

Based on the Company's current FHLB stock ownership, total assets and pledgeable
residential  first  mortgage  loans,  the  Company  had the  ability  to  obtain
borrowings from the FHLB up to a maximum of $169,441 at March 31, 2009.

Promissory notes,  issued primarily by Ohio Valley, have fixed rates of 2.00% to
4.50% and are due at various dates through a final maturity date of November 12,
2010. A total of $3,191  represented  promissory notes payable by Ohio Valley to
related parties.

FRB notes consist of the  collection of tax payments from Bank  customers  under
the Treasury Tax and Loan program. These funds have a variable interest rate and
are callable on demand by the U.S. Treasury. The interest rate for the Company's
FRB notes was 0.00% at March 31, 2009, unchanged from December 31, 2008. Various
investment  securities from the Bank used to collateralize the FRB notes totaled
$5,605 at March 31, 2009 and $45,850 at December 31, 2008.

                                       12

Letters  of credit  issued  on the  Bank's  behalf by the FHLB to  collateralize
certain  public unit  deposits  as required by law totaled  $41,900 at March 31,
2009 and $45,850 at December 31, 2008.

Scheduled principal payments over the next five years:


                                           FHLB                 Promissory             FRB
                                        Borrowings                Notes               Notes               Totals
                                   -------------------      -----------------    ---------------    -----------------
                                                                                          
Year Ended 2009                     $     13,004             $       3,833        $       771        $      17,608
Year Ended 2010                           26,005                     1,381               ----               27,386
Year Ended 2011                            6,006                      ----               ----                6,006
Year Ended 2012                                6                      ----               ----                    6
Year Ended 2013                                6                      ----               ----                    6
Thereafter                                   136                      ----               ----                  136
                                    -------------------      -----------------    ---------------    -----------------
                                    $     45,163             $       5,214        $       771        $      51,148
                                    ===================      =================    ===============    =================


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

                           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, 2008 and Ohio  Valley's  other
securities  filings.  Readers are cautioned not to place undue  reliance on such
forward looking statements,  which speak only as of the date hereof. The Company
undertakes  no obligation  and  disclaims any intention to republish  revised or
updated forward looking statements as a result of unanticipated future events.

                             Financial Overview

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

                                       13

For the three months ended March 31, 2009, net income increased by $86, or 4.4%,
compared to the same quarterly period in 2008, to finish at $2,051. Earnings per
share for the first quarter of 2009  increased  $.03,  or 6.3%,  compared to the
same quarterly  period in 2008, to finish at $.51 per share.  Earnings per share
growth for the quarterly  period  ending March 31, 2009  continues to exceed the
nominal  dollar net income  growth pace due to the  Company's  stock  repurchase
program,  with increases in treasury stock  repurchases from a year ago lowering
the weighted  average  number of common shares  outstanding.  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  increased to 1.02% and
13.13% at March 31,  2009,  as compared to 1.00% and  13.10%,  respectively,  at
March 31, 2008. The Company's  growth in earnings  during the first three months
of 2009 was accomplished  primarily by: 1) net interest income expansion of 7.9%
as a result of the lower short-term  interest rate environment  initiated by the
Federal Reserve Bank, and 2) noninterest income improvement of 30.2% over 2008's
first  three  months  due to the  increased  transaction  volume  related to the
Company's  gain on sale of  loans  to the  secondary  market  and  seasonal  tax
clearing services performed in the first quarter of 2009.

The consolidated total assets of the Company increased $40,856,  or 5.2%, during
the first  three  months of 2009 as  compared  to  year-end  2008,  to finish at
$821,964.  This  improvement  in assets was led by an increase in the  Company's
interest-bearing  deposits  in other  financial  institutions,  which  increased
$42,206 from  year-end  2008,  largely  from the  deployment  of  interest-  and
non-interest bearing deposit liability growth. The Company's loan portfolio also
experienced  an increase from year-end 2008,  growing 0.5%, a relatively  stable
growth  pace.  This  mild  increase  came  primarily  from its  commercial  loan
portfolio,  which includes  commercial real estate and commercial and industrial
loans.  Historical  low  interest  rates have created an  increasing  demand for
consumers  to  refinance  their  existing  mortgage  loans.  This  has  led to a
significant  increase in the volume of real estate  loans sold to the  secondary
market, which has caused a corresponding  decrease to the Company's  residential
real estate loan portfolio, which was down 3.8% from year-end 2008. Furthermore,
the Company's  residential real estate loan portfolio continues to be challenged
by various economic trends that have had a negative impact on consumer spending.
New purchases of U.S. Government sponsored entity securities led the increase in
the  Company's  investment  securities.  While the demand for loans was  minimal
during the first three  months of 2009,  the  Company  was able to benefit  from
growth  in  its  total  deposit  liabilities  of  $61,820  from  year-end  2008.
Interest-bearing  deposit  liability  growth was led by surges in the  Company's
wholesale  deposits of $32,617,  public fund NOW  balances of $12,934 and Market
Watch balances of $8,340, all up from year-end 2008. Furthermore,  the Company's
noninterest-bearing  demand deposits  increased  $11,428 from year-end 2008. The
total  deposits  retained  from year-end  2008 were  partially  used to fund the
repayments of other borrowed funds,  which decreased $25,626 from year-end 2008.
The excess liquidity created by the growth in total deposits will continue to be
used as funding sources for potential earning asset growth during 2009.

                                  Comparison of
                               Financial Condition
                     at March 31, 2009 and December 31, 2008

The following discussion focuses, in more detail, on the consolidated  financial
condition of the Company at March 31, 2009  compared to December  31, 2008.  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 non-interest bearing
balances  due from banks and federal  funds  sold.  The amounts of cash and cash
equivalents  fluctuate on a daily basis due to customer  activity and  liquidity
needs. At March 31, 2009, cash and cash  equivalents  had decreased  $9,360,  or
52.9%,  to $8,321 as compared to $17,681 at December 31, 2008.  This was largely
the result of increased loan balances and investment  security  purchases during
the first  quarter of 2009.  As  liquidity  levels  vary  continuously  based on
consumer activities, amounts of cash and cash equivalents can vary widely at any
given point in time.  Management  believes that the current  balance of cash and
cash equivalents  remains at a level that will meet cash obligations and provide
adequate liquidity. Further information regarding the Company's liquidity can be
found  under  the  caption  "Liquidity"  in  this  Management's  Discussion  and
Analysis.

                                       14

Interest-Bearing Deposits in Other Financial Institutions

At  March  31,   2009,   the  Company  had  a  total  of  $42,817   invested  as
interest-bearing deposits in other financial institutions, an increase from only
$611 at December 31, 2008.  This increase is largely the result of the Company's
excess liquidity position due to excess deposit liability growth.  Historically,
the Company has typically  invested its excess funds with various  correspondent
banks in the form of federal  funds sold,  a common  strategy  performed by most
banks.  Beginning in the fourth  quarter of 2008, the Company began shifting its
emphasis of  maintaining  its excess  liquidity  from federal  funds sold to its
existing  clearing  account on hand at the  Federal  Reserve  Bank.  During this
period in 2008, the Federal  Reserve Board  announced that it would begin paying
interest on depository  institutions'  required and excess reserve balances. The
interest  rate paid on both the required  and excess  reserve  balances  will be
based on the targeted  federal funds rate established by the Federal Open Market
Committee. As of the filing date of this report, the interest rate calculated by
the Federal Reserve was 0.25%.  Prior to this, the Federal Reserve Bank balances
held by the Company were non-interest  bearing. This interest rate is similar to
what the Company would have received from its investments in federal funds sold,
currently targeting a range of 0.0% to 0.25%. Furthermore,  Federal Reserve Bank
balances are 100% secured.

Securities

During the first three months of 2009, investment securities increased $4,043 to
finish at  $96,369,  an increase  of 4.4% as  compared  to  year-end  2008.  The
Company's   investment   securities   portfolio   consists  of   mortgage-backed
securities,  U.S. Government sponsored entity ("GSE") securities and obligations
of states and political subdivisions. GSE securities increased $8,212, or 25.8%,
as a result of two large  purchases  in March 2009.  In  addition to  attractive
yield  opportunities  and  a  desire  to  increase  diversification  within  the
Company's  securities  portfolio,  GSE securities have also been used to satisfy
pledging  requirements  for  repurchase  agreements.  At  March  31,  2009,  the
Company's repurchase  agreements increased 13.4%,  increasing the need to secure
these  balances.  This  increase  was  partially  offset  by  decreases  in both
mortgage-backed securities and obligations of states and political subdivisions,
which were down $3,209, or 7.4%, and $960, or 5.7%, respectively,  from year-end
2008.  Mortgage-backed securities continue to make up the largest portion of the
Company's investment portfolio,  totaling $40,305, or 41.8% of total investments
at March 31, 2009. 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. However, with the current interest rate environment,  the
cash  flow is  being  reinvested  at  lower  rates.  Principal  repayments  from
mortgage-backed securities totaled $3,844 from January 1, 2009 through March 31,
2009.  For the  remainder  of 2009,  the  Company's  focus  will be to  generate
interest revenue  primarily  through loan growth,  as loans generate the highest
yields of total earning assets.

Loans

The loan portfolio  represents  the Company's  largest asset category and is its
most  significant  source of interest  income.  During the first three months of
2009,  total loans increased  $3,168,  or 0.5%, from year-end 2008.  Higher loan
balances were mostly influenced by total commercial loans, which were up $9,918,
or 4.1%,  from  year-end  2008.  The  Company's  commercial  loans  include both
commercial real estate and commercial and industrial loans. Management continues
to place emphasis on its commercial  lending,  which  generally  yields a higher
return  on  investment  as  compared  to other  types of  loans.  The  Company's
commercial and industrial  loan  portfolio,  up $2,591,  or 5.8%,  from year-end
2008,  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,  and
stock.  Commercial  real estate,  the  Company's  largest  segment of commercial
loans,  increased  $7,327,  or 3.7%.  This segment of loans is mostly secured by
commercial real estate and rental  property.  Commercial real estate consists of
loan  participations with other banks outside the Company's primary market area.
Although the Company is not actively marketing  participation  loans outside its
primary  market area, it is taking  advantage of the  relationships  it has with

                                       15

certain  lenders in those  areas where the  Company  believes it can  profitably
participate  with an acceptable  level of risk. The commercial  loan  portfolio,
including  participation  loans,  consists  primarily of rental  property  loans
(24.6%  of  portfolio),  medical  industry  loans  (11.9%  of  portfolio),  land
development  loans  (8.5% of  portfolio),  and hotel and  motel  loans  (8.0% of
portfolio).  During the first three months of 2009, the primary market areas for
the Company's commercial loan originations,  excluding loan participations, were
in the areas of Gallia,  Jackson and Franklin  counties of Ohio, which accounted
for  76.0% of  total  originations.  The  growing  West  Virginia  markets  also
accounted  for  11.1% of total  originations  for the same  time  period.  While
management believes lending opportunities exist in the Company's markets, future
commercial lending activities will depend upon economic and related  conditions,
such as general  demand for loans in the  Company's  primary  markets,  interest
rates   offered  by  the   Company  and  normal   underwriting   considerations.
Additionally,  the potential for larger than normal  commercial loan payoffs may
limit loan growth during the remainder of 2009.

Also contributing to the loan portfolio increase were consumer loans, which were
up $2,291, or 1.8%, from year-end 2008. 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 increase in consumer  loans came mostly from the Company's
automobile  indirect  lending  segment,  which increased  $2,143,  or 7.9%, from
year-end 2008. The automobile lending segment continues to represent the largest
portion of the Company's  consumer loan portfolio,  representing  22.6% of total
consumer  loans at  March  31,  2009.  Prior to  2009,  the  Company's  indirect
automobile  segment was on a declining pace due to the growing  economic factors
that had  weakened  the economy and  consumer  spending.  During this time,  the
Company's  loan  underwriting  process and  interest  rates  offered on indirect
automobile  opportunities  struggled to compete with the more aggressive lending
practices of local banks and alternative  methods of financing,  such as captive
finance companies offering loans at below-market  interest rates related to this
segment.  As the economy  continues  to be  challenged,  these banks and captive
finance  companies  that once were  successful  in getting  the  majority of the
indirect automobile  opportunities are now struggling because of the losses they
have had to absorb as well as the overall  decrease in demand for auto loans. As
a result, these businesses have had to tighten their operations and underwriting
processes  which have allowed the Company to compete better for a larger portion
of the indirect business within its local markets.  Furthermore, the Company has
added  several  new auto  dealer  relationships  that have  contributed  to more
business opportunities in 2009.

Further  enhancing the growth in indirect  auto loan balances were  increases in
the Company's tax refund  anticipation  loans ("RAL").  RAL loans are short-term
cash advances against a customer's  anticipated  income tax refund. At March 31,
2009,  the Company  had $2,210 in RAL  balances as compared to $828 at March 31,
2008, an increase of $1,382,  or 166.9%.  Since the terms of RAL loans are short
in nature,  continued  loan payoffs should leave minimal  balances  remaining by
year-end 2009.

The remaining  consumer loan products not discussed above were collectively down
$1,234,  which  included  general  decreases in loan balances from mobile homes,
all-terrain  vehicles and  recreation  vehicles.  While the total  consumer loan
portfolio  was up from  year-end  2008,  management  will continue to place more
emphasis on other loan portfolios (i.e.  residential real estate and commercial)
that will promote increased profitable loan growth and higher returns.  Indirect
automobile  loans bear  additional  costs from  dealers  that  partially  offset
interest  revenue  and lower the rate of return.  Management  believes  that the
volume of indirect automobile opportunities have begun to stabilize and does not
anticipate any significant growth during the remaining fiscal year of 2009.

                                       16

Generating  residential  real estate loans  remains a key focus of the Company's
lending  efforts.  Residential  real estate loan  balances  comprise the largest
portion  of the  Company's  loan  portfolio  and  consist  primarily  of one- to
four-family  residential  mortgages  and  carry  many of the same  customer  and
industry risks as the commercial loan  portfolio.  During the first three months
of 2009, total residential real estate loan balances  decreased $9,674, or 3.8%,
from year-end 2008 to total  $243,019.  During the end of 2008 and first quarter
of 2009, long-term interest rates decreased to historic low levels that prompted
a  significant  surge of demand for these  types of  long-term  fixed-rate  real
estate loan products.  At March 31, 2009,  the 30-year  treasury rate was 3.56%,
compared  to 4.30%  from a year ago, a decrease  of 74 basis  points.  Consumers
wanted to take advantage of securing their mortgage with a low rate and reducing
their monthly  costs.  To help manage  interest rate risk and satisfy demand for
longer-termed,  fixed-rate  real estate loans,  the Company  gained  significant
opportunities  during the first quarter of 2009 to originate and sell fixed-rate
mortgages to the secondary market. During the first quarter of 2009, the Company
sold $22,131 in loans as compared to $11,704 in secondary market loans that were
sold during the entire year of 2008.  The increased  volume of loans sold to the
secondary  market  contributed  to growth in real  estate  origination  fees and
higher gains on sale revenue in 2009 as compared to 2008. The increase in demand
for real estate  refinancings  combined with the  Company's  emphasis on selling
loans to the secondary market to manage interest rate risk has led to a decrease
in the Company's  longer-termed,  fixed-rate real estate loans,  which were down
$7,627,  or 4.1%, from year-end 2008.  Terms of these  fixed-rate  loans include
15-, 20- and 30-year  periods.  This also  contributed to a lower balance of the
Company's one-year adjustable-rate  mortgages,  which were down $2,757, or 8.3%,
from year-end 2008.

The remaining real estate loan portfolio  balances increased $710 primarily from
the Company's other variable rate products.  The Company believes it has limited
its interest  rate risk  exposure  due to its practice of promoting  and selling
residential mortgage loan production to the secondary market.

The Company  recognized an increase of $633 in other loans from  year-end  2008.
Other loans consist primarily of state and municipal loans and overdrafts.  This
increase was largely due to an increase in state and municipal loans of $559.

The  Company   continues   to  monitor  the  pace  of  its  loan   volume.   The
well-documented  housing market crisis and other disruptions  within the economy
have  negatively  impacted  consumer  spending,  which has  limited  the lending
opportunities  within the Company's market  locations.  Dramatic declines in the
housing  market  during the past year,  with falling home prices and  increasing
foreclosures and unemployment, have resulted in significant write-downs of asset
values by  financial  institutions.  To combat this ongoing  potential  for loan
loss,  the Company will  continue to remain  consistent in its approach to sound
underwriting  practices without  sacrificing asset quality and avoiding exposure
to unnecessary  risk that could weaken the credit quality of the portfolio.  The
Company  expects  total loan  growth in 2009 to be  challenged,  with  volume to
continue at a stable-to-declining pace throughout the rest of the year.

Allowance for Loan Losses

Management  continually  monitors  the  loan  portfolio  to  identify  potential
portfolio  risks  and to  detect  potential  credit  deterioration  in the early
stages,  and  then  establishes  reserves  based  upon its  evaluation  of these
inherent risks.  During the first three months of 2009, the Company's  allowance
for loan losses remained relatively stable,  finishing at $7,704, as compared to
$7,799 at year-end 2008.  This stable level of reserves was, in part, due to the
mild pace of growth  within  the  Company's  loan  portfolio,  up just 0.5% from
year-end  2008.  Nonperforming  loans at March 31, 2009  totaled  0.95% of total
portfolio  loans,  an  increase  from the  December  31,  2008  ratio of  0.84%.
Nonperforming  loans  increased $743, or 14.1%, to finish at $6,017 at March 31,
2009 as compared to year-end 2008. Of the nonperforming loans at March 31, 2009,
about 71% were real estate  secured.  The  increase in  nonperforming  loans was
mostly related to two real estate  mortgage  borrowers with payment  performance
difficulties  that were  placed  on  nonaccrual  during  March  2009.  These two
troubled  credits  also  impacted  the  Company's  nonperforming  assets,  which
increased  $833,  or 8.4%, to finish at $10,801 at March 31, 2009 as compared to
year-end 2008.  Approximately  0.50% of  nonperforming  assets is related to one
large  commercial  borrowing  classified  as other real estate  owned  ("OREO").

                                       17

During the first quarter of 2008, the Company  experienced  problems with one of
its commercial  borrowers that was unable to meet the debt  requirements  of its
loans. During this time, the Company stopped recognizing  interest income on the
loans, reversed all interest that had been accrued and unpaid and classified the
loans as nonperforming. During the second quarter of 2008, continued analysis of
these loans was performed, which included the reviews of updated appraisals that
reflected a decline in market  values due to  deteriorating  market  conditions.
This analysis,  along with continued loan deterioration of this large commercial
borrower,  prompted  management  to  charge  down the  loan by  $750,  including
estimated  costs  to  sell,  to the  estimated  fair  value  of the  collateral.
Subsequently, the Company transferred approximately $4,214 in loans to OREO as a
result of reaching a settlement  agreement  with the borrower  that included the
Bank  receiving   deeds  in  lieu  of   foreclosure.   The  Company's  ratio  of
nonperforming  assets,  which  include  these OREO  properties,  to total assets
equated to 1.31% at March 31,  2009,  an increase  from 1.28% at year-end  2008.
Excluding the  aforementioned  large  commercial  borrowing  classified as OREO,
nonperforming assets to total assets would equal 0.80%. Both nonperforming loans
and  nonperforming  assets at March 31, 2009 continue to be in various stages of
resolution   for  which   management   believes   such   loans  are   adequately
collateralized or otherwise appropriately considered in its determination of the
adequacy of the allowance for loan losses.

In addition to the nonperforming loans and nonperforming assets discussed above,
there was $21,597 of loans held by the Company at March 31, 2009  classified  as
impaired,  or for which  management  has concerns  regarding  the ability of the
borrowers to meet existing  repayment  terms.  These  impaired loans reflect the
distinct  possibility  that the Company  will not be able to collect all amounts
due according to the  contractual  terms of the loan.  Although these loans have
been identified as potential  problem loans, they may never become delinquent or
classified as non-performing. Impaired loans are considered in the determination
of the overall adequacy of the allowance for loan losses.

During the first three months of 2009, net charge-offs  totaled $943, which were
up $403 from the same period in 2008, in large part due to one residential  real
estate loan.  Management believes that the allowance for loan losses is adequate
and reflects  probable  incurred  losses in the loan  portfolio.  Asset  quality
remains a key focus, as management continues to stress not just loan growth, but
quality in loan underwriting as well.

Deposits

Deposits are used as part of the Company's liquidity management strategy to meet
obligations  for  depositor  withdrawals,  fund  the  borrowing  needs  of  loan
customers,  and  to  fund  ongoing  operations.  Deposits,  both  interest-  and
noninterest-bearing, continue to be the most significant source of funds used by
the Company to support  earning  assets.  The Company seeks to maintain a proper
balance of core  deposit  relationships  on hand while  also  utilizing  various
wholesale  deposit sources such as brokered and network  certificates of deposit
("CD") balances as an alternative  funding source to efficiently  manage the net
interest margin.  Deposits are influenced by changes in interest rates, economic
conditions and  competition  from other banks.  During the first three months of
2009, total deposits were up $61,820,  or 10.4%,  from year-end 2008. The change
in deposits came  primarily  from an increase in the Company's  interest-bearing
time  deposits,  interest-bearing  demand  deposits  and  money  market  deposit
balances.

Core  relationship  deposits are considered by management as a primary source of
the Bank's liquidity.  The Bank focuses on these kinds of deposit  relationships
with  consumers  from local  markets  who can  maintain  multiple  accounts  and
services at the Bank.  The Company views core deposits as the  foundation of its
long-term funding sources because it believes such core deposits are more stable
and less sensitive to changing interest rates and other economic  factors.  As a
result, the Bank's core customer  relationship strategy has resulted in a higher
percentage of its deposits  being held in NOW accounts,  money market  accounts,
and  noninterest-bearing  demand  accounts  from year-end  2008,  while a lesser
percentage has resulted in retail time deposits from year-end 2008.

                                       18

Deposit growth came mostly from time deposits, which increased $24,025, or 7.8%,
from year-end 2008. Time deposits,  particularly  CD's, are the most significant
source of funding for the  Company's  earning  assets,  making up 50.7% of total
deposits.  With loan balances  maintaining  a relatively  stable growth pace, up
just 0.5% from year-end  2008,  there has not been an aggressive  need to deploy
time deposits as a funding  source.  As market rates have  aggressively  lowered
since  September  2007,  the Company has seen the cost of its retail CD balances
reprice  downward (as a lagging effect to the actions by the Federal Reserve) to
reflect current deposit rates. This lagging effect has caused the interest rates
on the Company's  retail CD portfolio to stabilize and become  comparable to the
interest  rate  offerings of its  alternative  funding  source,  wholesale  fund
deposits.  As market rates have fallen  considerably from a year ago, the Bank's
CD customers  have been more likely to consider  re-investing  their  matured CD
balances with other  institutions  offering the most attractive  rates. This has
led to an increased  maturity  runoff within its "customer  relation"  retail CD
portfolio.  Furthermore,  with the significant  downturn in economic conditions,
the Bank's CD customers in general have  experienced  reduced funds available to
deposit with structured terms,  choosing to remain more liquid. As a result, the
Company has experienced a shift within its time deposit  portfolio,  with retail
CD balances decreasing $8,592 from year-end 2008, while utilizing more wholesale
funding  deposits  (i.e.,  brokered and network CD issuances),  which  increased
$32,617 from year-end  2008.  The Bank  increased  its use of brokered  deposits
during the previous two quarters with laddered  maturities into the future. This
trend of utilizing brokered CD's selectively based on maturity and interest rate
opportunities  not only fits well with  management's  strategy  of  funding  the
balance sheet with  low-costing  wholesale funds, but it also assists to support
the interest rate risks associated with loan  originations of longer-term  fixed
rate mortgages experienced during the first quarter of 2009.

Further  enhancing  deposit growth were  interest-bearing  NOW account balances,
which  increased  $13,124,  or 37.9%,  during the first three  months of 2009 as
compared to year-end 2008. This growth was largely driven by a $12,934  increase
in public fund balances  related to the collection of real estate taxes by local
municipalities  who maintain  various deposit accounts (NOW accounts) within the
Bank. These deposits from seasonal real estate tax collections are short-term in
nature and typically  decrease in the second  quarter.  Further growth to public
fund NOW accounts  came from  increased  balances  related to the local city and
county school  construction  projects currently in process within Gallia County,
Ohio.

Also  contributing  to growth in deposits  were money market  deposit  balances,
increasing  $9,079, or 10.6%,  during the first three months of 2009 as compared
to year-end  2008.  This increase was primarily  driven by the Company's  Market
Watch money market account product.  Introduced in August 2005, the Market Watch
product is a limited  transaction  investment  account  with  tiered  rates that
competes  with current  market rate  offerings and serves as an  alternative  to
certificates  of deposit for some  customers.  With an added emphasis on further
building and maintaining core deposit relationships, the Company began marketing
a  special  six-month  introductory  rate  offer of 3.00% APY  during  the first
quarter of 2009 that would be for new Market Watch accounts.  This special offer
has been well received by the Bank's  customers and  contributed  to most of the
money market  year-to-date  increase in 2009. As of March 31, 2009, this program
had gathered $90,348 in deposits, including $8,340 in the first quarter of 2009,
a 10.2% increase from the balances at year-end 2008.

The Company's interest-free funding source, noninterest bearing demand deposits,
also increased $11,428,  or 13.4%, from year-end 2008. This increase was largely
from growth in the Bank's  business  checking  accounts,  particularly  with two
accounts used in the  facilitation  of tax refund checks and deposits  discussed
later within the caption titled "Noninterest Income". These balances,  which are
seasonal in nature, are expected to stabilize during the second quarter of 2009.

                                       19

The Company will continue to experience  increased  competition  for deposits in
its market  areas,  which  should  challenge  its net growth.  The Company  will
continue  to  emphasize  growth in its core  deposits  as well as to utilize its
wholesale  CD funding  sources  during the  remainder  of 2009,  reflecting  the
Company's  efforts to reduce its reliance on higher cost  funding and  improving
net interest income.

Securities Sold Under Agreements to Repurchase

Repurchase  agreements,  which are financing  arrangements  that have  overnight
maturity terms,  were up $3,222, or 13.4%, from year-end 2008. This increase was
mostly due to  seasonal  fluctuations  of two  commercial  accounts in the first
three months of 2009.

Other Borrowed Funds

The Company also  accesses  other  funding  sources,  including  short-term  and
long-term  borrowings,  to fund asset  growth and satisfy  short-term  liquidity
needs.  Other borrowed funds consist  primarily of Federal Home Loan Bank (FHLB)
advances and  promissory  notes.  During the first three  months of 2009,  other
borrowed funds were down $25,626, or 33.4%, from year-end 2008.  Management used
the growth in deposit  proceeds to repay FHLB borrowings  during the first three
months of 2009. 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.

Shareholders' Equity

The Company maintains a capital level that exceeds regulatory  requirements as a
margin of safety for its  depositors.  Total  shareholders'  equity at March 31,
2009 of $64,582 was up $1,526, or 2.4%, as compared to the balance of $63,056 on
December 31, 2008.  Contributing  most to this  increase  was  year-to-date  net
income of $2,051  partially  offset by cash  dividends paid of $797, or $.20 per
share,  year-to-date.  The Company had treasury stock totaling  $15,712 at March
31, 2009,  unchanged from year-end  2008. The Company may repurchase  additional
common shares from time to time as authorized by its stock  repurchase  program.
Most recently, the Board of Directors authorized the repurchase of up to 175,000
of its common  shares  between  February 16, 2009 and  February 15, 2010.  As of
March 31,  2009,  all 175,000  shares  were still  available  to be  repurchased
pursuant to that  authorization.

                                  Comparison of
                         Results of Operations for the
                      Quarter Ended March 31, 2009 and 2008

The following discussion focuses, in more detail, on the consolidated results of
operations  of the  Company  for the  quarterly  periods  ended  March 31,  2009
compared  to the same  periods in 2008.  The  purpose of this  discussion  is to
provide the reader a more thorough  understanding of the consolidated  financial
statements.  This  discussion  should be read in  conjunction  with the  interim
consolidated financial statements and the footnotes included in this Form 10-Q.

Net Interest Income

The most  significant  portion of the Company's  revenue,  net interest  income,
results from properly  managing the spread  between  interest  income on earning
assets and interest expense on interest-bearing  liabilities.  The Company earns
interest and dividend  income from loans,  investment  securities and short-term
investments while incurring  interest expense on  interest-bearing  deposits and
repurchase agreements,  as well as short-term and long-term borrowings.  For the
first quarter of 2009, net interest income  increased $605, or 7.9%, as compared
to the same  quarterly  period in 2008.  The increase in quarterly  net interest
income is primarily  due to an expanding  net  interest  margin  caused by lower
funding costs.

                                       20

Total interest income  decreased  $1,123,  or 8.2%,  during the first quarter of
2009 as compared to the same period in 2008. This drop in interest  earnings was
largely due to a decrease in the yields earned on average  earning assets during
the first  quarter of 2009 as compared  to the same period in 2008.  The average
yield on earning  assets for the three months ended March 31, 2009  decreased 79
basis points to 6.70% as compared to 7.49% during the same period in 2008.  This
negative  effect  reflects  the  decrease  in  short-term  interest  rates since
September of 2007.  Partially offsetting the asset yield decreases were positive
contributions  from growth in the Company's  average earning assets, up $25,260,
or 3.4%,  during the first  quarter of 2009 as  compared  to the same  period in
2008.  The  growth  in  average   earning   assets  was  largely   comprised  of
interest-bearing deposits in other financial institutions.  Further contributing
to interest  revenue was addional fee income from increased  originations of the
Company's RAL loans. The Company's participation with a third party tax software
provider  has given the Bank the  opportunity  to make RAL loans  during the tax
refund  loan  season,  typically  from  January  through  March.  RAL  loans are
short-term  cash advances  against a customer's  anticipated  income tax refund.
Through the first three months of 2009, the Company had  recognized  $390 in RAL
fees as compared to $214 during the same period in 2008, an increase of $176, or
82.2%.

Although the Company's residential real estate loan balances have decreased 3.8%
from year-end 2008, additional  contributions to interest revenue also came from
real  estate  fees.  During  the end of 2008 and  entering  2009,  the  nation's
long-term   interest  rates  that  are  tied  to  fixed-rate   mortgages  became
increasingly affordable.  At March 31, 2009, the 30-year treasury rate was 3.56%
as compared to 4.30% from a year ago, a decrease  of 74 basis  points.  This was
responsible   for  a  significant   increase  in  the  demand  for  real  estate
refinancings  that would allow  consumers to take  advantage of  historical  low
rates.  This also allowed the Company to originate a significant  volume of real
estate loans that were sold to the secondary market. Both the significant volume
of refinancings and secondary market loan originations resulted in the Company's
real estate fees increasing $120, or 93.4%,  during the first quarter of 2009 as
compared the first three months of 2008.

In relation to lower earning asset yields,  the Company's total interest expense
decreased  $1,728,  or 28.5%,  for the first  quarter of 2009 as compared to the
first quarter of 2008, as a result of lower  interest-bearing  liability  costs.
Since  September  2007, the Federal Reserve has reduced the target Federal Funds
rate 500 basis points to where it currently is at a range of 0.0% to 0.25%. That
reduction  has caused a  corresponding  downward  shift in  short-term  interest
rates, and most recently had an impact in lowering  longer-term  rates. The Bank
has maintained a liability-sensitive balance sheet, which has been positioned so
that there were more  interest-bearing  liabilites  subject  to  repricing  than
interest rates on loans.  As a result,  interest paid on  liabilities  decreased
more than interest earned on assets.  The short-term rate decreases impacted the
repricings of various Bank deposit products, including public fund NOW accounts,
Gold Club and Market Watch accounts. Interest rates on CD balances will continue
to reprice at lower rates (as a lagging effect to the Federal  Reserve action to
drop the Federal  Funds rate),  which will  continue to lower  funding costs and
improve the net interest  margin for the  remainder of 2009.  As a result of the
decrease in rates from September 2007, the Bank's total weighted average funding
costs have decreased 104 basis points from March 31, 2008 to March 31, 2009.

As a result of lower  funding  costs,  increased  RAL and real estate fees,  the
Company's net interest margin  increased 21 basis points from 4.21% to 4.42% for
the first  quarter of 2009 as  compared  to the first  quarter of 2008.  The net
interest margin is expected to benefit for the remainder of 2009, but not to the
extent the net interest  margin improved during 2008, as interest rate liability
repricings are  continuing to stabilize.  It is difficult to speculate on future
changes in net interest  margin and the  frequency and size of changes in market
interest rates.  The past year has seen the banking  industry under  significant
stress due to declining  real estate  values and asset  impairment.  The Federal
Reserve's most recent actions of decreasing the prime rate in the fourth quarter
of 2008 by 175 basis points,  including a 75 basis point drop in December  2008,
was necessary to take steps in repairing the  recessionary  problems and promote
economic stability. However, there can be no assurance of additional future rate
cuts  during  the  remainder  of 2009 as changes  in market  interest  rates are
dependent upon a variety of factors that are beyond the Company's  control.  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.

                                       21

Provision for Loan Losses

Credit risk is inherent in the business of originating  loans.  The Company sets
aside an  allowance  for loan  losses  through  charges  to  income,  which  are
reflected  in the  consolidated  statement of income as the  provision  for loan
losses.  This  provision  charge is  recorded to achieve an  allowance  for loan
losses that is adequate to absorb losses  probable and incurred in the Company's
loan portfolio.  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.
Provision expense increased $147, or 21.0%, for the three months ended March 31,
2009 as compared to the same period in 2008.  The increase in provision  expense
was impacted by a $373, or 69.1%,  increase in net charge-offs  during the first
quarter of 2009 as compared to the first  quarter of 2008.  The  increase in net
charge-offs was mostly from residential real estate loan balances.

Management believes that the allowance for loan losses was adequate at March 31,
2009 and reflective of probable losses in the portfolio.  The allowance for loan
losses was 1.22% of total loans at March 31,  2009,  relatively  stable from the
allowance  level as a  percentage  of total loans of 1.24% at December 31, 2008.
This 2 basis point  decrease in the allowance for loan loss was largely due to a
decrease  in  specific  allocations.  As part of the  allowance  for  loan  loss
determination,  specific  allocations based on the probability of loan loss were
estimated at December 31, 2008. During the first three months of 2009, a portion
of these estimated allocations were unused due to differences in actual realized
values versus management estimates.  Future provisions to the allowance for loan
losses will continue to be based on management's  quarterly in-depth  evaluation
that is  discussed  in further  detail  under the caption  "Critical  Accounting
Policies - Allowance for Loan Losses" of this Form 10-Q.

Noninterest Income

Noninterest  income for the three  months  ended March 31,  2009 was $2,063,  an
increase of $479,  or 30.2%,  over the same period in 2008.  These  results were
impacted  mostly by  seasonal  tax refund  processing  fees and gains on sale of
secondary  market real estate loans partially offset by a decrease in the Bank's
service charge fees on deposit accounts.

Noninterest  revenue  growth  was  mostly  led by  tax  refund  processing  fees
classified as other  noninterest  income. As mentioned  previously,  the Company
began its participation in a new tax refund loan service in 2006 where it serves
as a  facilitator  for the clearing of tax refunds for a tax software  provider.
The Company is one of a limited number of financial institutions  throughout the
U.S.  that  facilitates  tax  refunds  through  its  relationship  with this tax
software  provider.  During the first three months of 2009,  the  Company's  tax
refund  processing  fees  increased by $239, or 108.1%,  over the same period in
2008. As a result of tax refund  processing fee activity being mostly  seasonal,
tax refund  processing  fees are  estimated to be minimal  during the  remaining
periods of 2009.

To help  manage  consumer  demand  for  longer-termed,  fixed-rate  real  estate
mortgages,  the Company  has taken  additional  opportunities  to sell some real
estate loans to the secondary  market.  Through March 31, 2009,  the Company has
sold 155 loans totaling  $22,131 to the secondary market as compared to 46 loans
totaling  $11,704  during the entire fiscal year of 2008.  Historic low interest
rates related to long-term  fixed-rate  mortgage loans have caused  consumers to
refinance existing mortgages in order to reduce their monthly costs. Despite the
low level of home sales,  consumers are selectively purchasing real estate while
locking  in low  long-term  rates.  This  volume  increase  in  loan  sales  has
contributed to the first quarter growth in income on sale of loans, which was up
$213, or 473.3%,  during the first three months of 2009, as compared to the same
periods in 2008. The Company anticipates this revenue from secondary market loan
sales will stabilize during the remaining periods of 2009.

                                       22

Growth in  noninterest  income  also came from a decrease in the loss on sale of
OREO.  This  income was the result of higher  OREO  losses  experienced  in last
year's  2008 first  quarter of $41,  which were  primarily  the result of a loss
incurred on the sale of one large real estate property  during that time.  There
currently have been minimal OREO losses  recorded  during the first three months
of 2009.

Partially  offsetting  noninterest  income  growth was a decrease  in the Bank's
service charge fees on deposit  accounts,  which lowered by $85, or 12.0%.  This
was in large part due to a lower  volume of  overdraft  balances,  as  customers
presented  fewer  checks  against  non-sufficient  funds  during the first three
months of 2009, as compared to the same periods in 2008.

The total of all remaining  noninterest  income categories  increased $71 during
the first  quarter of 2009 as compared to the first  quarter of 2008.  The total
growth in  noninterest  income  demonstrates  management's  desire  to  leverage
technology to enhance efficiency and diversify the Company's revenue sources.

Noninterest Expense

Noninterest  expense during the first quarter of 2009 increased  $846, or 14.7%,
as  compared  to the same  period in 2008.  Contributing  most to the  growth in
overhead  expense was salaries  and employee  benefits,  the  Company's  largest
noninterest  expense item,  which increased $271, or 7.9%, for the first quarter
of 2009 as compared to the same period in 2008.  The increase was largely due to
increased annual cost of living salary increases, higher accrued incentive costs
and a higher  full-time  equivalent  ("FTE")  employee  base.  The Company's FTE
employees  increased at March 31, 2009 to 264  employees on staff as compared to
253 employees at March 31, 2008.

Further  contributing  to  noninterest  expense  growth  was  increases  in  the
Company's FDIC insurance expense, which totaled $285 for the quarter ended March
31,  2009 as  compared to just $17 for the  quarter  ended  March 31,  2008,  an
increase of $268.  This increase was in large part due to the Company's share of
a one-time  assessment  credit being fully  utilized by June 30, 2008.  With the
elimination of this credit,  the Company  entered the third quarter of 2008 with
its deposits being assessed at a rate close to 7 basis points. In December 2008,
the FDIC issued a rule increasing  deposit insurance  assessment rates uniformly
for all financial  institutions for the first quarter of 2009 by an additional 7
basis  points on an annual  basis.  On February  27,  2009,  the FDIC  announced
adoption of an interim final rule imposing a one-time  special  assessment equal
to 20 basis points of an  institution's  assessment base on June 30, 2009, which
will be collected on September 30, 2009. The rule further  provides for possible
additional special assessments of up to 10 basis points. The one-time assessment
has attracted significant attention and may be decreased from 20 basis points to
a lower  assessment  rate.  A final  determination  on the rate of the  one-time
emergency special  assessment is expected near the end of June 2009. As a result
of this special  assessment,  the Company anticipates its FDIC insurance expense
to significantly increase in 2009 from its already increasing levels of 2008.

Increases in the Company's other  noninterest  expenses were realized during the
first three months of 2009,  increasing  $278, or 19.6%, as compared to the same
period in 2008.  Leading the growth in this area was  increases to the Company's
telecommunications  costs,  which  increased  $106,  or 80.3%,  during the first
quarter of 2009 as compared  to the same period in 2008.  During the second half
of 2008,  the  Company  improved  the  communication  lines  between  all of its
branches to achieve  faster relay of information  and increase work  efficiency.
This investment  upgrade of  communication  lines has equated to a $35 per month
cost.  Other  noninterest  expense  increases  also  came from the  Bank's  loan
expense, which increased $70 during the first quarter of 2009 as compared to the
same period in 2008.  This was due to the larger than normal volume of recovered
foreclosure costs that were recorded during the first quarter of 2008.

                                       23

Overhead  expenses  were also  impacted by  occupancy,  furniture  and equipment
costs,  which  increased  $67,  or 10.8%,  during  the first  quarter of 2009 as
compared to the same period in 2008.  This was in large part due to the complete
replacements of all of the Company's  automated  teller machines  ("ATM") during
the second half of 2008.  The  investment  of over $500 was necessary to upgrade
each ATM location with more current  equipment to better service customer needs.
All ATM's had been  fully  replaced  by the end of 2009's  first  quarter,  with
depreciation commencing on most of these assets beginning January 2009.

Partially  offsetting  increases to  noninterest  expense were decreases in data
processing  costs. The Company  continues to incur monthly costs from the Bank's
use of  technology  to better  serve the  convenience  of its  customers,  which
includes  ATM,  debit  and  credit  cards,  as well as  various  online  banking
products,  including net teller and bill pay.  During the first quarter of 2009,
data processing expenses decreased $38, or 14.3%, as compared to the same period
in 2008.  The decrease was due to the  successful  re-negotiation  of the Bank's
monthly  data  processing  costs in 2008.  The  negotiations  for lower  monthly
processing charges were finalized in the third quarter of 2008 and decreased the
monthly  data  processing  costs by more than $15 per month  beginning  with the
August 2008 bill.

The Company's efficiency ratio is defined as noninterest expense as a percentage
of fully tax-equivalent net interest income plus noninterest income.  Management
continues to place  emphasis on managing its balance sheet mix and interest rate
sensitivity  to help expand the net interest  margin as well as developing  more
innovative  ways  to  generate   noninterest   revenue.   However,   the  recent
developments  with  rising FDIC  insurance  expense  has  contributed  to higher
overhead  expense levels that have outpaced revenue levels which have caused the
efficiency  ratio to  increase  from 61.38% at March 31, 2008 to 63.17% at March
31, 2009.

Capital Resources

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

                                          Company Ratios              Regulatory
                                    3/31/09            12/31/08         Minimum
                                    -------            --------       ----------

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

Total risk-based capital ratio       13.4%               13.5%            8.00%

Leverage ratio                        9.3%                9.7%            4.00%

Cash  dividends  paid of $797 during the first three months of 2009  represent a
3.0% increase over the cash  dividends  paid during the same period in 2008. The
quarterly  dividend  rate  increased  from  $0.19 per share in 2008 to $0.20 per
share in 2009.  The dividend rate has increased in proportion to the  consistent
growth  in  retained  earnings.  At March  31,  2009,  approximately  81% of the
Company's  shareholders  were  enrolled in the Company's  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
$132,307  represented 16.1% of total assets at March 31, 2009. In addition,  the
FHLB offers  advances to the Bank which further  enhances the Bank's  ability to
meet liquidity  demands.  At March 31, 2009, the Bank could borrow an additional
$82,000 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.

                                       24

                         Off-Balance Sheet Arrangements

As discussed in Note 5 - Concentrations of Credit Risk and Financial Instruments
with Off-Balance  Sheet Risk, the Company engages in certain  off-balance  sheet
credit-related  activities,  including  commitments to extend credit and standby
letters of credit,  which could require the Company to make cash payments in the
event that  specified  future  events  occur.  Commitments  to extend credit are
agreements  to  lend to a  customer  as long as  there  is no  violation  of any
condition  established  in  the  contract.   Commitments  generally  have  fixed
expiration dates or other termination  clauses and may require payment of a fee.
Standby  letters  of  credit  are  conditional   commitments  to  guarantee  the
performance  of a  customer  to a  third  party.  While  these  commitments  are
necessary to meet the financing needs of the Company's customers,  many of these
commitments  are expected to expire  without  being drawn upon.  Therefore,  the
total  amount  of  commitments  does  not  necessarily   represent  future  cash
requirements.

                          Critical Accounting Policies

The most significant  accounting  policies followed by the Company are presented
in Note 1 to the consolidated financial statements.  These policies,  along with
the  disclosures  presented  in the other  financial  statement  notes,  provide
information  on  how  significant  assets  and  liabilities  are  valued  in the
financial  statements  and how those  values are  determined.  Management  views
critical accounting policies to be those that are highly dependent on subjective
or complex  judgments,  estimates  and  assumptions,  and where changes in those
estimates  and  assumptions  could have a  significant  impact on the  financial
statements.  Management  currently  views the adequacy of the allowance for loan
losses to be a critical accounting policy.

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

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

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

                                       25

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  three-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  residential real
estate loans currently comprising the most significant  portion.  Credit risk is
primarily  subject to loans made to businesses  and  individuals  in central and
southeastern  Ohio as well as western West  Virginia.  Management  believes this
risk to be general in nature,  as there are no material  concentrations of loans
to  any  industry  or  consumer  group.  To the  extent  possible,  the  Company
diversifies  its  loan  portfolio  to limit  credit  risk by  avoiding  industry
concentrations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE  DISCLOSURES ABOUT MARKET RISK

The  Company's  goal for interest rate  sensitivity  management is to maintain a
balance between steady net interest income growth and the risks  associated with
interest  rate  fluctuations.  Interest rate risk ("IRR") is the exposure of the
Company's financial condition to adverse movements in interest rates.  Accepting
this risk can be an important source of  profitability,  but excessive levels of
IRR can threaten the Company's earnings and capital.

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

                                       26

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 to an  instantaneous  increase or  decrease in market  interest
rates over a 12 month  horizon to +/- 5% for a 100 basis point rate  shock,  +/-
7.5% for a 200 basis  point  rate  shock and +/- 10% for a 300 basis  point rate
shock.  Based on the level of interest  rates,  management did not test interest
rates down 200 or 300 basis points.

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


                                                      March 31, 2009                        December 31, 2008
       Change in Interest Rates                    Percentage Change in                   Percentage Change in
            in Basis Points                         Net Interest Income                    Net Interest Income
       -------------------------                   ---------------------                  ---------------------
                                                                                      
                 +300                                      1.19%                                (5.74%)
                 +200                                       .55%                                (4.12%)
                 +100                                      (.15%)                               (2.30%)
                 -100                                       .57%                                 2.54%

The  estimated  percentage  change  in net  interest  income  due to a change in
interest rates was within the policy guidelines established by the Board. During
the first quarter of 2009, the interest rate risk profile became less exposed to
rising  interest rates due to various  balance sheet changes.  For example,  the
duration of earnings assets shortened with interest-bearing balances with banks,
which are subject to reprice daily,  increasing  significantly due to the influx
of deposits.  In addition,  the balance of fixed-rate  mortgages  decreased,  as
management  chose to sell the majority of new  originations  and refinancings to
the secondary  market.  On the liability side of the balance  sheet,  management
emphasized  longer-term  CD specials  and  selected  longer  maturity  terms for
brokered CD issuances. Furthermore the balance of nonmaturity deposits increased
significantly  from year end.  These  balances  may not earn  interest,  such as
checking  accounts,  or exhibit a low  correlation to changes in interest rates,
such as savings and NOW accounts. Given the low rate environment,  the next move
in  interest  rates  would  most  likely be an  increasing  trend.  As a result,
management would consider the current interest rate risk profile more desireable
than our profile at December 31, 2008.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

                                       27

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 September 30, 2008, that has materially  affected,
or is reasonably  likely to materially  affect,  Ohio Valley's  internal control
over financial reporting.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 1A.  RISK FACTORS

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, 2008, as filed with the U.S.  Securities and Exchange Commission on
March 16, 2009 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 PROCEED

         (a) Not Applicable.

         (b) Not Applicable.

         (c) The following table  provides  information  regarding Ohio Valley's
             repurchases of its common  shares  during the  fiscal quarter ended
             March 31, 2009:

                   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
---------------------       -------------     --------------    ----------------------    -------------------
                                                                                  
January 1 - 31, 2009             ----              ----                  ----                      97,147
February 1 - 28, 2009            ----              ----                  ----                     175,000
March 1 - 31, 2009               ----              ----                  ----                     175,000
                            -------------     --------------    ----------------------    -------------------
TOTAL                            ----              ----                  ----                     175,000
                            =============     ==============    ======================    ====================

     (1)  On January 20, 2009,  Ohio Valley's  Board of Directors  announced its
          plan to repurchase up to 175,000 of its common shares between February
          16, 2009 and February 15, 2010.

                                       28

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

           Not Applicable.

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

           Not Applicable.


ITEM 5.  OTHER INFORMATION

           Not Applicable.

ITEM 6.  EXHIBITS

           (a)  Exhibits:

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

                                       29

                                   SIGNATURES

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


                                      OHIO VALLEY BANC CORP.


Date:  May 8, 2009               By:  /s/   Jeffrey E. Smith
                                      -----------------------
                                      Jeffrey E.  Smith
                                      President and Chief Executive Officer



Date:  May 8, 2009               By:  /s/  Scott W. Shockey
                                      ----------------------
                                      Scott W. Shockey
                                      Vice President and Chief Financial Officer


















                                       30

                                  EXHIBIT INDEX

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

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

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

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

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

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

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




                                       31