Ohio Valley Banc Corp.
                                420 Third Avenue
                             Gallipolis, Ohio 45631


                                 March 17, 2008


VIA EDGAR TRANSMISSION
======================

U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

 Re:      Ohio Valley Banc Corp.
          Commission File No. 0-20914
          CIK No. 0000894671
          Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2007

Ladies and Gentlemen:

     Ohio Valley Banc Corp. (the "Company") is today filing one complete copy of
the Company's  Annual Report on Form 10-K for the fiscal year ended December 31,
2007 (the  "Form  10-K"),  including  financial  statements  and  exhibits.  The
consolidated  financial  statements  included in the Company's  Annual Report to
Shareholders for the fiscal year ended December 31, 2007, which are incorporated
by reference in the Form 10-K, reflect no changes in any accounting principle or
practice  or in the method of  applying  such  principle  or  practice  from the
preceding year.

     If you have any questions with respect to the enclosed Form 10-K, please do
not hesitate to contact Jeffrey E. Smith at (740) 446-2631.

                                        Very truly yours,

                                        OHIO VALLEY BANC CORP.

                                        By:  /s/ Jeffrey E. Smith
                                             -----------------------------------
                                             Jeffrey E. Smith, President and CEO


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

                                    FORM 10-K

|X| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
                                    of 1934
                  For the fiscal year ended December 31, 2007
[ ] 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 negistrant as specified in its charter)

              Ohio                                       31-1359191
--------------------------------            ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

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

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

Securities registered pursuant to Section 12(b) of the Act:

       Title of each class             Name of each exchange on which registered
  Common Shares, Without Par Value        The NASDAQ Stock Market LLC
  --------------------------------         (The NASDAQ Global Market)
                                           --------------------------

Securities registered pursuant to Section 12(g) of the Act: None


     Indicate by check mark if the registrant is a well-known  seasoned  issuer,
as defined in Rule 405 of the Securities Act. YES |_| NO |X|

     Indicate by check mark if the  registrant  is not  required to file reports
pursuant to Section 13 or Section 15(d) of the Act. YES |_| NO |X|

     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. YES |X| NO |_|

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

     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|_|
          (Do not check if a smaller reporting company)

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



     Based on the closing sales price of $25.10 per share on June 30, 2007,  the
aggregate  market value of the issuer's  shares held by  non-affiliates  on such
date was $99,677,948.   For this purpose,  shares held by non-affiliates are all
outstanding  shares except those held by the directors and executive officers of
the issuer  and those  held by The Ohio  Valley  Bank  Company  as trustee  with
respect to which the Bank has sole or shared voting or dispositive power.

     The number of common shares of the  registrant  outstanding as of March 13,
2008 was 4,051,017.

                      Documents Incorporated By Reference:

(1)  Portions  of  the  2007 Annual Report to  Shareholders  of Ohio Valley Banc
     Corp.  (Exhibit 13) are incorporated  by reference  into Part I, Item 1 and
     Part II, Items 5, 6, 7, 7A and 8.

(2)  Portions of the Proxy  Statement for  the Annual Meeting of Shareholders to
     be held May 7, 2008 are incorporated by reference into Part III, Items 10,
     11, 12, 13 and 14.




                                     PART I

ITEM 1 - BUSINESS

                     Organizational History and Subsidiaries

     Ohio Valley Banc Corp. ("Ohio Valley") is an Ohio corporation registered as
a financial holding company pursuant to the Bank Holding Company Act of 1956, as
amended ("BHC Act"). Ohio Valley was incorporated under the laws of the State of
Ohio on January 8, 1992 and began  conducting  business on October 23, 1992. The
principal  executive  offices of Ohio  Valley are  located at 420 Third  Avenue,
Gallipolis,  Ohio 45631.  Ohio  Valley's  common shares are listed on The NASDAQ
Global Market under the symbol "OVBC".  Ohio Valley has one banking  subsidiary,
The Ohio Valley Bank  Company  (the  "Bank").  Ohio Valley also owns two nonbank
subsidiaries,  Loan Central,  Inc.  ("Loan  Central") and Ohio Valley  Financial
Services Agency, LLC ("Ohio Valley Financial Services"), which engage in lending
and insurance agency services,  and two  wholly-owned  subsidiary  trusts formed
solely to to issue trust preferred securities.  Ohio Valley also owns a minority
interest  in  an  insurance  company.  Ohio  Valley  and  its  subsidiaries  are
collectively  referred to as the "Company." In 2005,  Ohio Valley  dissolved its
minority equity interest in two title insurance businesses,  BSG Title Services,
LLC and OVB Title  Services,  LLC.

     Interested  readers can access Ohio Valley's  annual  reports on Form 10-K,
quarterly reports on Form 10-Q,  current reports on Form 8-K, and any amendments
to those  reports  filed or furnished  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934,  as amended,  through Ohio  Valley's  Internet
website at www.ovbc.com  (this uniform resource locator,  or URL, is an inactive
textual  reference  only and is not  intended  to  incorporate  the  information
contained on Ohio Valley's website into this Annual Report on Form 10-K).  These
reports  can be  accessed  free of  charge  through a link to The  NASDAQ  Stock
Market's  website from Ohio Valley's  website as soon as reasonably  practicable
after Ohio Valley  electronically  files such materials  with, or furnishes them
to, the Securities and Exchange Commission ("SEC").

                             Business of Ohio Valley

     As a financial holding company  registered under the BHC Act, Ohio Valley's
primary  business is community  banking.  As of December 31, 2007, Ohio Valley's
consolidated assets approximated to $783,418,000, and total shareholders' equity
approximated to $61,511,000.

     Ohio Valley is also permitted to engage in certain  non-banking  activities
under  the  provisions  of the  Gramm-Leach-Bliley  Act  ("GLB  Act"),  such  as
securities   underwriting   and  dealing   activities,   insurance   agency  and
underwriting activities and merchant banking/equity  investment activities.  The
Company  presently  engages in insurance agency  activities  through Ohio Valley
Financial  Services and  insurance  underwriting  activities  through a minority
interest in ProAlliance Corp.  Management will consider  opportunities to engage
in additional nonbanking activities as they arise.

                           Business of Bank Subsidiary

     A  substantial  portion  of Ohio  Valley's  revenue  is  derived  from cash
dividends paid by the Bank. The Bank  presently has sixteen  offices  located in
Ohio and West Virginia, all of which offer automatic teller machines (ATMs).

                                       3


Seven of these  offices also offer  drive-up  services.  The Bank  accounted for
substantially all of Ohio Valley's consolidated assets at December 31, 2007.

     The Bank is primarily engaged in commercial and retail banking. The Bank is
a full-service  financial  institution 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  offers  credit  card  services.  The  Bank's  deposits  are  insured up to
applicable  limits by the Federal Deposit  Insurance  Corporation  ("FDIC").  In
addition to originating  loans,  the Bank invests in U.S.  government and agency
obligations,  interest-bearing  deposits in other  financial  institutions,  and
other investments permitted by applicable law.

     The Bank began offering trust services in 1981. The trust  department  acts
as trustee  under  wills,  trusts and profit  sharing  plans,  as  executor  and
administrator   of  estates,   and  as  guardian   for  estates  of  minors  and
incompetents. In addition, the trust department performs a variety of investment
and security  services  where the Bank acts as an agent on behalf of the client.
Trust services are available to all customers of the Bank.

     During  2007,  the Bank  began  offering a platform  to its  customers  for
opening deposit accounts online, the fourth in the nation to offer this specific
service.  Bank customers may now conveniently  establish new deposit accounts at
their own home.  In  addition,  the Bank offers an automated  telephone  banking
system,  OVB Line,  which allows  customers to access their personal  account or
business  account  information,  make loan payments or fund transfers and obtain
current rate information,  all from a touch-tone telephone. The Bank also offers
Internet  banking to its customers,  which allows  customers to perform  various
transactions  using a computer  from any location as long as they have access to
the Internet and a secure  browser.  Specifically,  customers can check personal
account balances,  receive information about transactions within their accounts,
make transfers  between  accounts,  stop payment on a check, and reorder checks.
Customers  may also pay bills  online and can make  payments  to  virtually  any
business or individual.  Furthermore, the Bank offers other financial management
online services such as cash management and news updates related to repossession
auctions, current rates and general bank news.

                            Business of Loan Central

     Loan  Central is engaged 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. Loan
Central presently has six offices all located within southeastern Ohio.

                   Business of Financial Services Subsidiaries

     Ohio Valley Financial  Services sells life insurance as agent.  Ohio Valley
Financial  Services has been approved  under the guidelines of the State of Ohio
Department of Insurance.

     Ohio Valley also holds a non-majority equity interest in ProAlliance Corp.,
an  insurance  company.  ProAlliance  Corp.  is engaged  primarily  in specialty
property  and  casualty  insurance  coverage  and has been  approved  under  the
guidelines of the State of Ohio Department of Insurance.

                                       4


                           Variable Interest Entities

     Ohio Valley owns two special purpose entities,  Ohio Valley Statutory Trust
I and Ohio Valley  Statutory  Trust III.  Together,  these Trusts have issued an
aggregate  $13,500,000 in trust preferred  securities.  Ohio Valley has issued a
like  amount  of  subordinated  debentures  to the  Trusts in  exchange  for the
proceeds of the issuance of the trust preferred securities. Ohio Valley used the
proceeds to provide  additional  capital to the Bank to support growth.  Further
detail on Ohio  Valley  Statutory  Trusts I and III is located in Ohio  Valley's
2007 Annual Report to Shareholders  under "Note I - Subordinated  Debentures and
Trust  Preferred  Securities,"  in  the  notes  to  the  Company's  consolidated
financial statements for the fiscal year ended December 31, 2007.

                              Financial Information

     Financial  information  regarding  the Company as of December  31, 2007 and
2006 and results of  operations  for the past three fiscal years is contained in
the  Company's  consolidated  financial  statements  for the  fiscal  year ended
December 31, 2007.

                               Lending Activities

     The  Company's   loan   portfolio   increased   $11,939,000  to  finish  at
$637,103,000 in 2007. The loan portfolio is comprised of commercial  (commercial
real estate and commercial and industrial), residential real estate and consumer
loans,  including  credit card and home equity  loans.  Residential  real estate
loans   increased   $11,934,000,   or  5.0%,  and  commercial   loans  increased
$10,865,000,  or 4.5%, while consumer loans decreased  $12,129,000,  or 8.7%, as
compared to 2006. Consolidated interest and fee revenue from loans accounted for
84.19%,  83.28%,  and 82.61% of total  consolidated  revenues in 2007,  2006 and
2005,   respectively.   The  Company  believes  that  there  is  no  significant
concentration  of loans to borrowers  engaged in the same or similar  industries
and does not have any loans to foreign entities.

Residential Real Estate Loans

     The  Company's   residential   real  estate  loans  consist   primarily  of
one-to-four family residential mortgages and carry many of the same customer and
industry risks as the commercial loan portfolio.  Real estate loans to consumers
are secured  primarily  by a first lien deed of trust with  evidence of title in
favor of the Bank. The Company also requires proof of hazard  insurance with the
Bank or Loan  Central  named as the  mortgagee  and as loss  payee.  The Company
generally  requires the amount of a residential real estate loan be no more than
89% of the purchase price or the appraisal value of the real estate securing the
loan,  unless  private  mortgage  insurance  is obtained by the borrower for the
percentage  exceeding 89%. These loans generally range from one-year  adjustable
to thirty-year  fixed-rate mortgages.  The Company's market area for real estate
lending is primarily  located in southeastern  Ohio and portions of western West
Virginia. The Bank continues to sell a portion of its new fixed-rate real estate
loan originations to the Federal Home Loan Mortgage Corporation  ("Freddie Mac")
to enhance  customer  service and loan pricing.  Secondary market sales of these
real estate  loans,  which have fixed  rates with  fifteen to thirty year terms,
have assisted in meeting the consumer preference for long-term  fixed-rate loans
as well as minimized the Bank's exposure to interest rate risk.

Commercial Loans

     The  Company's  commercial  loan  portfolio  consists of loans to corporate
borrowers  primarily in small to mid-sized  industrial and commercial  companies
that include service, retail and wholesale merchants.

                                       5


Collateral securing these loans includes equipment, inventory, stock, commercial
real  estate and rental  property.  Commercial  loans are  considered  to have a
higher  level of risk  compared  to other  types of loans  (i.e.,  single-family
residential mortgages,  installment loans and credit card loans),  although care
is taken to minimize these risks.  Numerous risk factors impact this  portfolio,
such as the economy, new technology, labor rates, cash flow, financial structure
and asset quality.  The payment  experience on commercial  loans is dependent on
adequate  cash flows from the  business to service both  interest and  principal
due. Thus,  commercial loans may be more sensitive to adverse  conditions in the
economy  generally or adverse  conditions  in a specific  industry.  The Company
diversifies   risk  within  this  portfolio  by  closely   monitoring   industry
concentrations  and  portfolios  to ensure  that it does not exceed  established
lending  guidelines.  Underwriting  standards  require  a  comprehensive  credit
analysis and independent  evaluation of virtually all larger balance  commercial
loans by the Bank's  loan  committee  prior to  approval.  New  commercial  loan
originations  greater than  $300,000 are reviewed and approved by the  Executive
Committee of the Bank's Board of Directors.

Consumer Loans

     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 Company makes  installment
credit available to customers in their primary market area of southeastern  Ohio
and  portions of western West  Virginia.  Credit  approval  for  consumer  loans
requires demonstration of sufficient income to repay principal and interest due,
stability of employment,  a positive credit record and sufficient collateral for
secured  loans.  The Company  monitors the risk  associated  with these types of
loans by  monitoring  factors such as  portfolio  growth,  lending  policies and
economic  conditions.  Underwriting  standards  are  continually  evaluated  and
modified based upon these factors. A qualified compliance officer is responsible
for monitoring the performance of his or her respective  consumer  portfolio and
updating loan personnel.  The Company makes credit life insurance and health and
accident insurance available to all qualified borrowers thus reducing their risk
of loss when their income is terminated or interrupted.  The Company reviews its
respective  consumer  loan  portfolios  monthly to charge off loans which do not
meet applicable  standards.  Credit card accounts are administered in accordance
with the same standards as those applied to other consumer loans. Consumer loans
generally involve more risk as to collectibility  than mortgage loans because of
the type and nature of  collateral  and,  in certain  instances,  the absence of
collateral.  As a result,  consumer  lending  collections are dependent upon the
borrower's continued financial stability and are adversely affected by job loss,
divorce or personal bankruptcy and by adverse economic conditions. Also included
in the category of consumer  loans are home equity  loans.  Home equity lines of
credit are generally  made as second  mortgages and charged a variable  interest
rate.  Home  equity  lines are  written  with  ten-year  terms but are  reviewed
annually.

Underwriting Standards

     The   Company's   underwriting   guidelines   and   standards  are  updated
periodically  and are presented to the Board of Directors of the holding company
for approval. The purpose of the standards and guidelines is to grant loans on a
sound and  collectible  basis; to invest  available funds in a safe,  profitable
manner;  to serve the  legitimate  credit needs of the Company's  primary market
areas;  and to ensure that all loan applicants  receive fair and equal treatment
in the lending  process.  It is the intent of the  underwriting  guidelines  and
standards to: minimize losses by carefully  investigating  the credit history of
each applicant,  verify the source of repayment and the ability of the applicant
to  repay,  collateralize  those  loans  in which  collateral  is  deemed  to be
required,  exercise  care  in  the  documentation  of the  application,  review,
approval,   and  origination   process,  and  administer  a  comprehensive  loan
collection program. The above guidelines are adhered to and subject to the

                                       6


experience, background and personal judgment of the loan officer assigned to the
loan  application.  A loan officer may grant,  with  justification,  a loan with
variances  from the  underwriting  guidelines  and  standards.  However,  a loan
officer may not exceed his or her respective lending authority without obtaining
the prior, proper approval from a superior.

                              Investment Activities

     The Company's  investment  policy stresses the management of the investment
securities  portfolio,  which  includes  both  securities  held-to-maturity  and
securities  available-for-sale,  to maximize the return over the  long-term in a
manner that is consistent  with good banking  practices  and relative  safety of
principal.  The  Company's  investment  portfolio is comprised of a  significant
amount of  mortgage-backed  securities and U.S.  government agency and sponsored
entity securities.  Revenues from interest and dividends on securities accounted
for 7.10%,  6.71%,  and 6.69% of total  consolidated  revenues in 2007, 2006 and
2005,  respectively.  The Company  currently does not engage in trading  account
activity.

                               Funding Activities

     Sources  of  funds  for  loan  and  investment   activities  include  "core
deposits." Core deposits include demand deposits,  savings and NOW accounts, and
certificates  of deposit  less than  $100,000.  The  Company  will also  utilize
certificates  of deposit from  wholesale  markets,  when  necessary,  to support
growth in assets.  Borrowings  have also been a  significant  source of funding.
These  include  advances from the Federal Home Loan Bank,  Federal  Reserve Bank
Notes and securities sold under agreements to repurchase.  Repurchase agreements
are financing  arrangements with various customers that have overnight  maturity
terms. Further funding has come from two trust preferred securities, Ohio Valley
Statutory  Trust I and Ohio Valley  Statutory Trust III,  totaling  $13,500,000.
Ohio  Valley  used the  proceeds  to provide  additional  capital to the Bank to
support growth.

                                   Competition

     The financial services industry is highly  competitive.  As of December 31,
2007,  there  were 120 bank  holding  companies  operating  in the State of Ohio
registered with the Federal  Reserve.  These holding  companies  control various
banks throughout Ohio, which compete for business to expand market areas as well
as acquire  additional  banks.  The principal  factors of  competition  for Ohio
Valley's banking business are the rates of interest charged for loans, the rates
of  interest  paid  for  deposits,   the  fees  charged  for  services  and  the
availability  and  quality  of  services.  The  market  area  for  the  Bank  is
concentrated  primarily in the Gallia,  Jackson,  Pike and Franklin  Counties of
Ohio as well as the Mason,  Kanawha and Cabell  Counties of West Virginia.  Some
additional  business  originates  from the  surrounding  Ohio counties of Meigs,
Vinton,  Lawrence,  Scioto and Ross.  Competition  for  deposits and loans comes
primarily from local banks and savings  associations,  although some competition
is also  experienced  from local credit unions,  insurance  companies and mutual
funds. In addition,  larger regional  institutions,  with substantially  greater
resources,  are generating a growing  market  presence.  Loan  Central's  market
presence  further  strengthens  Ohio Valley's  ability to compete in the Gallia,
Jackson  and Pike  Counties  by serving a  consumer  base which may not meet the
Bank's  credit  standards.  Loan Central also  operates in the Ohio  counties of
Lawrence  and  Scioto,  which  are  outside  the  Bank's  primary  market  area.
Additionally, Ohio Valley Financial Services sells life insurance, which further
strengthens the blend of services  available to Ohio Valley's consumer base. The
Company's  business is not seasonal,  nor is it dependent upon a single or small
group of customers.

                                       7


     To continue the expansion of the Bank's market presence and further enhance
customer  service,  the  Bank  began a phase of  SuperBank  branch  openings  in
December  1996.  From 1996 to 2001, the Bank opened eight  SuperBank  facilities
within  supermarkets and Wal-Mart stores.  These branches  currently service the
market  areas of  Gallia,  Meigs and  Lawrence  counties  of Ohio as well as the
growing Kanawha and Cabell counties of West Virginia.

     Overall,  the Company  believes it is able to compete  effectively  in both
current and newer markets. There can be no assurance,  however, that our ability
to market products and services  successfully or to obtain adequate yield on our
loans will not be impacted by the nature of the  competition  that now exists or
may later develop.

                           Supervision and Regulation

     The following is a summary of certain  statutes and  regulations  affecting
Ohio Valley as well as the Bank and Loan  Central.  The summary is  qualified in
its entirety by reference to such statutes and regulations.

Regulation of Bank Holding Company

     Ohio  Valley  is  subject  to the  requirements  of the  BHC Act and to the
reporting  requirements  of, and  examination  and  regulation  by, the Board of
Governors of the Federal  Reserve  System (the  "Federal  Reserve  Board").  The
Federal Reserve Board also has extensive enforcement authority over bank holding
companies, including, among other things, the ability to:

o    assess civil money penalties;

o    issue cease and desist or removal orders; and

o    require that a bank holding  company  divest  subsidiaries  (including  its
     banking subsidiaries).

     In general,  the Federal Reserve Board may initiate  enforcement action for
violations of laws and regulations and unsafe or unsound practices.

     Under Federal  Reserve Board policy,  a bank holding company is expected to
serve as a source of financial  strength to each  subsidiary  bank and to commit
resources to support  those  subsidiary  banks.  Under this policy,  the Federal
Reserve  Board may  require a bank  holding  company  to  contribute  additional
capital to an undercapitalized subsidiary bank.

     The BHC Act requires the prior approval of the Federal Reserve Board in any
case where a bank holding company proposes to:

o    acquire  direct or  indirect  ownership  or  control of more than 5% of the
     voting shares of any bank that is not already majority-owned by it;

o    acquire  all or  substantially  all of the assets of  another  bank or bank
     holding company; or

o    merge or consolidate with any other bank holding company.

                                       8


Transactions with Affiliates, Directors, Executive Officers and Shareholders

     Section 23A and 23B of the Federal  Reserve Act and  Regulation  W restrict
transactions by banks and their subsidiaries with their affiliates. An affiliate
of a bank is any company or entity which controls,  is controlled by or is under
common control with the bank.

     Generally, Sections 23A and 23B and Regulation W:

o    limit the extent to which a bank or its subsidiaries may engage in "covered
     transactions"  with any one  affiliate  to an  amount  equal to 10% of that
     bank's capital stock and surplus (i.e., tangible capital);

o    limit the extent to which a bank or its subsidiaries may engage in "covered
     transactions"  with all  affiliates to 20% of that bank's capital stock and
     surplus; and

o    require that all such  transactions be on terms  substantially the same, or
     at least  as  favorable  to the bank  subsidiary,  as those  provided  to a
     non-affiliate.

     The  term  "covered  transaction"  includes  the  making  of  loans  to the
affiliate, the purchase of assets from the affiliate, issuance of a guarantee on
behalf of the affiliate, the purchase of securities issued by the affiliate, and
other similar types of transactions.

     A bank's  authority to extend credit to executive  officers,  directors and
greater than 10%  shareholders,  as well as entities  such persons  control,  is
subject to Sections 22(g) and 22(h) of the Federal  Reserve Act and Regulation O
promulgated  thereunder by the Federal Reserve Board. Among other things,  these
loans  must be  made on  terms  substantially  the  same  as  those  offered  to
unaffiliated individuals or be made as part of a benefit or compensation program
and on terms widely available to employees,  and must not involve a greater than
normal risk of  repayment.  In addition,  the amount of loans a bank may make to
these persons is based, in part, on the bank's capital  position,  and specified
approval  procedures  must be followed in making  loans which  exceed  specified
amounts.

Regulation of Ohio State Chartered Banks

     As an Ohio state-chartered bank that is not a member of the Federal Reserve
Bank,  the Bank is  supervised  and  regulated by the Ohio Division of Financial
Institutions and the FDIC.

     The Bank's  deposits are insured up to applicable  limits by the FDIC,  and
the  Bank  is  subject  to the  applicable  provisions  of the  Federal  Deposit
Insurance Act and the regulations of the FDIC.

     Various  requirements and restrictions  under the laws of the United States
and the State of Ohio and the State of West  Virginia  affect the  operations of
the  Bank,  including   requirements  to  maintain  reserves  against  deposits,
restrictions on the nature and amount of loans that may be made and the interest
that may be charged  thereon,  restrictions  relating to  investments  and other
activities,  limitations on credit exposure to correspondent banks,  limitations
on activities based on capital and surplus, limitations on payment of dividends,
and limitations on branching.

Holding Company Activities

     In  November of 1999,  the GLB Act was  enacted,  amending  the BHC Act and
modernizing the laws governing the financial services industry. The GLB Act

                                       9


authorized  the  creation of  financial  holding  companies,  a new type of bank
holding  company  with  powers  exceeding  those  of  traditional  bank  holding
companies.  Ohio Valley became a financial holding company during 2000. In order
to become a financial  holding  company,  a bank holding  company and all of its
depository  institutions must be well capitalized and well managed under federal
banking  regulations,  and the  depository  institutions  must have  received  a
Community Investment Act rating of at least satisfactory.

     Financial  holding  companies  may engage in a wide  variety  of  financial
activities,  including  any activity  that the Federal  Reserve and the Treasury
Department  consider financial in nature or incidental to financial  activities,
and any activity that the Federal Reserve Board  determines  complementary  to a
financial  activity and which does not pose a  substantial  safety and soundness
risk. These activities include securities  underwriting and dealing  activities,
insurance and  underwriting  activities and merchant  banking/equity  investment
activities.  Because it has  authority  to engage in a broad array of  financial
activities,  a financial  holding  company may have several  affiliates that are
functionally  regulated by financial  regulators  other than the Federal Reserve
Board, such as the SEC and state insurance regulators.

     Loan Central is supervised and regulated by the State of Ohio Department of
Financial  Institutions,  Division of Consumer Finance.  Ohio Valley's insurance
business investments,  Ohio Valley Financial Services and ProAlliance Corp., are
both supervised and regulated by the State of Ohio Department of Insurance.  The
insurance laws and regulations applicable to insurance agencies,  including Ohio
Valley Financial Services,  require education and licensing of individual agents
and agencies, require reports and impose business conduct rules.

     The GLB Act  provides  that if a  subsidiary  bank of a  financial  holding
company  fails to be both  well  capitalized  and well  managed,  the  financial
holding  company must enter into a written  agreement  with the Federal  Reserve
Board  within 45 days to  comply  with all  applicable  capital  and  management
requirements.  Until the Federal Reserve Board determines that the bank is again
well  capitalized  and well  managed,  the  Federal  Reserve  Board  may  impose
additional  limitations  or  conditions  on the  conduct  or  activities  of the
financial  holding company or any affiliate that the Federal Reserve Board finds
to be  appropriate  or  consistent  with federal  banking laws. If the financial
holding company does not correct the capital or management  deficiencies  within
180 days, the financial  holding company may be required to divest  ownership or
control  of all  banks,  including  state-chartered  non-member  banks and other
well-capitalized  institutions  owned by the financial  holding  company.  If an
insured  bank  subsidiary  fails to  maintain a  satisfactory  rating  under the
Community  Reinvestment  Act, the  financial  holding  company may not engage in
activities  permitted only to financial holding companies until such time as the
bank receives a satisfactory rating.

Capital Requirements

     The Federal  Reserve Board has adopted  risk-based  capital  guidelines for
bank  holding  companies.  The  risk-based  capital  guidelines  include  both a
definition  of capital and a framework for  calculating  weighted risk assets by
assigning  assets and  off-balance  sheet  items to broad risk  categories.  The
minimum ratio of capital to risk weighted assets (including certain  off-balance
sheet  items,  such as standby  letters of credit) to be  considered  adequately
capitalized is 8%. At least 4.0  percentage  points is to be comprised of common
shareholders' equity (including retained earnings but excluding treasury stock),
noncumulative   perpetual  preferred  stock,  a  limited  amount  of  cumulative
perpetual  preferred  stock,  and  minority  interests  in  equity  accounts  of
consolidated  subsidiaries,  less goodwill and certain other  intangible  assets
("Tier 1  Capital").  The  remainder  ("Tier 2 Capital")  may consist of certain
amounts of hybrid capital  instruments,  mandatory  convertible debt securities,
subordinated  debt,  preferred  stock not  qualifying  as Tier 1  Capital  and a
limited amount of allowance for loan and lease losses. The Federal Reserve Board
also imposes a minimum leverage ratio (Tier 1 Capital to total assets) of 3% for

                                       10


bank holding  companies  that meet certain  specified  conditions,  including no
operational,  financial or supervisory  deficiencies,  and including  having the
highest  regulatory  rating.  The minimum leverage ratio is 100-200 basis points
higher for other bank  holding  companies  and state member banks based on their
particular   circumstances   and  risk  profiles  and  those   experiencing   or
anticipating significant growth.

     State  non-member  banks,  such as the Bank, are subject to similar capital
requirements adopted by the FDIC. Ohio Valley and the Bank currently satisfy all
applicable capital  requirements.  Failure to meet applicable capital guidelines
could  subject  a  banking  institution  to a variety  of  enforcement  remedies
available to federal and state regulatory authorities, including the termination
of deposit insurance by the FDIC.

     Federal banking  regulators have established  regulations  governing prompt
corrective action to resolve capital deficient banks.  Under these  regulations,
institutions   which  become   undercapitalized   become  subject  to  mandatory
regulatory  scrutiny and  limitations,  which  increase as capital  continues to
decrease.  Such  institutions are also required to file capital plans with their
primary  federal  regulator,  and their  holding  companies  must  guarantee the
capital shortfall up to 5% of the assets of the capital deficient institution at
the time it becomes undercapitalized.

Limits on Dividends

     The ability of a bank  holding  company to obtain  funds for the payment of
dividends and for other cash  requirements is largely dependent on the amount of
dividends that may be declared by its subsidiary  banks and other  subsidiaries.
However,  the Federal  Reserve Board expects Ohio Valley to serve as a source of
strength  to the  Bank,  which may  require  it to retain  capital  for  further
investments  in the Bank,  rather than for  dividends for  shareholders  of Ohio
Valley.  The Bank may not pay  dividends  to Ohio Valley if,  after  paying such
dividends,  it  would  fail  to meet  the  required  minimum  levels  under  the
risk-based capital guidelines and the minimum leverage ratio  requirements.  The
Bank must have the approval of its  regulatory  authorities if a dividend in any
year  would  cause the total  dividends  for that year to exceed  the sum of its
current year's net profits and retained net profits for the preceding two years,
less  required  transfers  to surplus.  Payment of  dividends by the Bank may be
restricted at any time at the discretion of its regulatory authorities,  if they
deem such dividends to constitute an unsafe and/or unsound  banking  practice or
if necessary to maintain  adequate  capital for the Bank. These provisions could
have the  effect of  limiting  Ohio  Valley's  ability to pay  dividends  on its
outstanding common shares.

Deposit Insurance Assessments

     The FDIC is an  independent  federal agency which insures  deposits,  up to
prescribed statutory limits, of federally-insured banks and savings associations
and safeguards the safety and soundness of the financial institution industry.

     The deposits of the Bank are insured up to statutorily prescribed limits by
the FDIC.  Insurance premiums for insured institutions are determined based upon
the member's  capital level and  supervisory  rating provided to the FDIC by the
bank's primary federal  regulatory and other  information the FDIC determines to
be relevant to the risk posed to the deposit insurance fund. The assessment rate
determined  by  considering  such  factors is then  applied to the amount of the
bank's deposits to determine the bank's  insurance  premium.  An increase in the
assessment  rate could have a material  adverse  effect on the  earnings  of the
bank.

                                       11


     Insurance of deposits may be terminated by the FDIC upon a finding that the
insured institution has engaged in unsafe or unsound practices,  is in an unsafe
or unsound condition to continue operations, or has violated any applicable law,
regulation, rule, order or condition enacted or imposed by the bank's regulatory
agency.

     In February  2006, two pieces of  legislation  commonly  referred to as the
Deposit  Insurance Reform Acts were enacted.  Under that  legislation,  the Bank
Insurance Fund and the Savings Association Insurance Fund were merged into a new
Deposit  Insurance Fund ("DIF").  The Deposit  Insurance Reform Acts provide for
several  additional  changes to the  deposit  insurance  system,  including  the
following:

o    increasing  the  deposit  insurance  limit  for  retirement  accounts  from
     $100,000 to $250,000;

o    adjusting  the  deposit  insurance  limits  (currently  $100,000  for  most
     accounts)  every five years  based on an  inflation  index,  with the first
     adjustment to be effective on January 1, 2011;

o    providing  pass-through  deposit  insurance  for the  deposits  of employee
     benefit plans (but  prohibiting  undercapitalized  depository  institutions
     from accepting employee benefit plan deposits);

o    allocating  an aggregate of $4.7 billion of one-time  credits to offset the
     premiums of depository  institutions based on their assessment based at the
     end of 1996;

o    establishing rules for awarding cash dividends to depository  institutions,
     based on their relative contributions to the DIF and its predecessor funds,
     when the DIF reserve ratio reaches certain levels; and

o    revising  the rules and  procedures  for  risk-based  premium  assessments.

Monetary Policy and Economic Conditions

     The business of commercial  banks is affected not only by general  economic
conditions,  but  also  by  the  policies  of  various  governmental  regulatory
authorities,  including the Federal  Reserve  Board.  The Federal  Reserve Board
regulates  the  money  and  credit  conditions  and  interest  rates in order to
influence general economic  conditions  primarily through open market operations
in U.S. Government  securities,  changes in the discount rate on bank borrowings
and changes in reserve  requirements  against bank deposits.  These policies and
regulations  significantly  influence  the amount of bank loans and deposits and
the  interest  rates  charged  and paid  thereon,  and thus  have an  effect  on
earnings.

Patriot Act

     In response to the terrorist  events of September 11, 2001, the Uniting and
Strengthening  of America by Providing  Appropriate  Tools Required to Intercept
and Obstruct  Terrorist Act of 2001 (the  "Patriot  Act") was signed into law in
October 2001. The Patriot Act gives the federal government new powers to address
terrorist  threats  through  enhanced  domestic  security   measures,   expanded
surveillance  powers,  increased  information  sharing and broadened  anti-money
laundering requirements. Title III of the Patriot Act takes measures intended to
encourage information sharing among bank regulatory agencies and law enforcement
bodies. Further,  certain provisions of Title III impose affirmative obligations
on a broad range of financial institutions.  Among other requirements, Title III
and related regulations require regulated financial  institutions to establish a
program

                                       12

specifying  procedures  for obtaining  identifying  information  from  customers
seeking to open new accounts and  establish  enhanced  due  diligence  policies,
procedures and controls designed to detect and report suspicious  activity.  The
Company has established  policies and procedures to comply with the requirements
of the Patriot Act.

Sarbanes-Oxley Act of 2002

     The  Sarbanes-Oxley Act of 2002 (the  "Sarbanes-Oxley  Act") was enacted to
increase  corporate  responsibility,  to  provide  for  enhanced  penalties  for
accounting  and  auditing  improprieties  at publicly  traded  companies  and to
protect  investors  by  improving  the  accuracy  and  reliability  of corporate
disclosures  made pursuant to the  securities  laws. The changes are intended to
allow  shareholders  to monitor the  performance of companies and directors more
easily and efficiently.

     The  Sarbanes-Oxley Act addresses,  among other matters:  audit committees;
corporate  responsibility  for  financial  reports;  a  requirement  that  chief
executive  and  chief  financial  officers  forfeit  certain  bonuses  if  their
companies  issue  an  accounting  restatement  as  a  result  of  misconduct;  a
prohibition on insider trading during pension fund black-out periods; disclosure
of  off-balance  sheet  transactions;   conditions  for  the  use  of  financial
information not in accordance with generally  accepted accouting  principles;  a
prohibition  on personal  loans to directors and executive  officers  (excluding
loans by insured depository institutions that are subject to the insider lending
restrictions  of the Federal Reserve Act);  expedited  filing  requirements  for
stock transaction reports by officers and directors; the formation of the Public
Company Accounting Oversight Board; auditor independence;  and various increased
criminal penalties for violations of securities laws.

     As  mandated  by the  Sarbanes-Oxley  Act,  the SEC has  adopted  rules and
regulations governing,  among other issues,  corporate governance,  auditing and
accounting,  executive  compensation  and  enhanced  and  timely  disclosure  of
corporate  information.  The NASDAQ  Global  Market has also  adopted  corporate
governance rules. Ohio Valley's Board of Directors has taken a series of actions
to strengthen and improve Ohio Valley's corporate  governance practices in light
of the rules of the SEC and The NASDAQ Global Market.

                                    Employees

     As of December 31, 2007, Ohio Valley and its subsidiaries had approximately
256  full-time  equivalent  employees  and  officers.  Management  considers its
relationship with its employees and officers to be good.

                                Other Information

     Management  anticipates no material  effect upon the capital  expenditures,
earnings  and  competitive  position  of the  Company  by  reason  of  any  laws
regulating or protecting the  environment.  Ohio Valley believes that the nature
of the operations of its subsidiaries has little, if any,  environmental impact.
Ohio  Valley,  therefore,  anticipates  no  material  capital  expenditures  for
environmental  control  facilities  in  its  current  fiscal  year  or  for  the
foreseeable future.

     The Bank and Loan  Central  may be required  to make  capital  expenditures
related to properties which they may acquire through foreclosure  proceedings in
the future.  However,  the amount of such capital  expenditures,  if any, is not
currently determinable.

                                       13

     Neither  Ohio  Valley  nor its  subsidiaries  have  any  material  patents,
trademarks,  licenses,  franchises or concessions. No material amounts have been
spent on research activities, and no employees are engaged full-time in research
activities.

  Financial Information About Foreign and Domestic Operations and Export Sales

     Ohio  Valley's  subsidiaries  do not have any offices  located in a foreign
country,  and they have no foreign  assets,  liabilities,  or related income and
expense.

                             Statistical Disclosure

     The following  section contains certain financial  disclosures  relating to
Ohio  Valley  as  required  under  the  SEC's  Industry  Guide  3,  "Statistical
Disclosure  by  Bank  Holding  Companies,"  or a  specific  reference  as to the
location of the required  disclosures  in Ohio  Valley's  2007 Annual  Report to
Shareholders, which are incorporated herein by reference.

I.       DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
         INTEREST RATES AND INTEREST DIFFERENTIAL

A. & B.The average  balance sheet  information  and the related  analysis of net
interest  earnings  for the years ended  December  31,  2007,  2006 and 2005 are
incorporated herein by reference to the information  appearing under the caption
"Table  I -  Consolidated  Average  Balance  Sheet &  Analysis  of Net  Interest
Income," within "Management's  Discussion and Analysis of Operations" located in
Ohio Valley's 2007 Annual Report to Shareholders.

C. Tables setting forth the effect of volume and rate changes on interest income
and  expense  for the years ended  December  31,  2007 and 2006 is  incorporated
herein by reference to the  information  appearing under the caption "Table II -
Rate  Volume  Analysis  of  Changes  in  Interest  Income  &  Expense,"   within
"Management's  Discussion and Analysis of  Operations"  located in Ohio Valley's
2007 Annual Report to Shareholders.

II.      INVESTMENT PORTFOLIO

A. Types of Securities - Total securities on the balance sheet were comprised of
the following classifications at December 31:

          (dollars in thousands)               2007      2006      2005
                                               ----      ----      ----
    Securities Available-for-Sale

       U.S. Government sponsored
         entity securities................  $ 39,447  $ 25,183  $ 18,167
       Mortgage-backed securities.........    38,616    45,084    48,161
                                            --------- --------- ---------
        Total securities available-for-sale $ 78,063  $ 70,267  $ 66,328
                                            ========= ========= =========

    Securities Held-to-Maturity

       Obligations of states of the U.S.
         and political subdivisions.......  $ 15,933  $ 13,293  $ 12,019
       Mortgage-backed securities.........        48        57        69
                                            --------- --------- ---------
         Total securities held-to-maturity  $ 15,981  $ 13,350  $ 12,088
                                            ========= ========= =========

                                       14

B. Information  required by this item is incorporated herein by reference to the
information  appearing  under  the  caption  "Table  III -  Securities,"  within
"Management's  Discussion and Analysis of  Operations"  located in Ohio Valley's
2007 Annual Report to Shareholders.

C.  Excluding   obligations  of  the  U.S.  Government  and  its  agencies,   no
concentration  of  securities  exists of any issuer that is greater  than 10% of
shareholders' equity of Ohio Valley.

III.     LOAN PORTFOLIO

A.  Types of Loans - Total  loans on the  balance  sheet were  comprised  of the
following classifications at December 31:

 (dollars in thousands)          2007      2006      2005      2004      2003
                                 ----      ----      ----      ----      ----

    Commercial               $251,613  $240,748  $236,536  $226,058  $220,724
    Residential real estate   250,483   238,549   235,008   227,234   217,636
    Consumer                  127,832   139,961   145,815   146,965   134,720
    All other                   7,175     5,906       173       317       624
                             --------  --------  --------  --------  --------
                             $637,103  $625,164  $617,532  $600,574  $573,704
                             ========  ========  ========  ========  ========

B.  Maturities  and  Sensitivities  of  Loans to  Changes  in  Interest  Rates -
Information  required by this item is  incorporated  herein by  reference to the
information  appearing under the caption "Table VI - Maturity and Repricing Data
of Loans",  within "Management's  Discussion and Analysis of Operations" located
in Ohio Valley's 2007 Annual Report to Shareholders.

C. 1. Risk  Elements - Gross  interest  income that would have been  recorded on
loans that were  classified as nonaccrual  or troubled  debt  restructurings  is
estimated  to be $467,000  for the fiscal year ending  December  31,  2007.  The
amount recorded on such loans was $401,000.  Additional  information required by
this item is incorporated herein by reference to the information appearing under
the caption  "Table V - Summary of  Nonperforming  and Past Due  Loans,"  within
"Management's  Discussion and Analysis of  Operations"  located in Ohio Valley's
2007 Annual Report to Shareholders.

2.  Potential  Problem  Loans - At December 31, 2007,  there were  approximately
$1,312,000  of  loans,  which  are  not  included  in  "Table  V  -  Summary  of
Nonperforming and Past Due Loans" within  "Management's  Discussion and Analysis
of Operations" located in Ohio Valley's 2007 Annual Report to Shareholders,  for
which management has some doubt as to the borrower's  ability to comply with the
present  repayment  terms.  These  loans  and  their  loss  exposure  have  been
considered  in  management's  analysis of the adequacy of the allowance for loan
losses.

3. Foreign  Outstandings  - There were no foreign  outstandings  at December 31,
2007, 2006 or 2005.

4. Loan  Concentrations - As of December 31, 2007, there were no  concentrations
of loans greater than 10% of total loans which are not otherwise  disclosed as a
category of loans pursuant to Item III.A.  above. Also refer to the Consolidated
Financial

                                       15


Statements regarding  concentrations of credit risk found within "Note A-Summary
of Significant  Accounting Policies" of the notes to the Company's  consolidated
financial  statements  for the fiscal year ended  December 31, 2007,  located in
Ohio  Valley's  2007 Annual Report to  Shareholders  which note is  incorporated
herein by reference.

5. No amount of loans that have been classified by regulatory examiners as loss,
substandard,  doubtful,  or special  mention have been excluded from the amounts
disclosed as impaired,  nonaccrual,  past due 90 days or more, restructured,  or
potential problem loans.

D. Other Interest-Bearing  Assets - As of December 31, 2007, there were no other
interest-bearing assets that would be required to be disclosed under Item III.C.
if such assets were loans.

IV.      SUMMARY OF LOAN LOSS EXPERIENCE

A. The following  schedule presents an analysis of the allowance for loan losses
for the fiscal years ended December 31:

 (dollars in thousands)           2007      2006      2005      2004      2003
                                  ----      ----      ----      ----      ----

Balance, beginning of year      $9,412    $7,133    $7,177    $7,593    $7,069

Loans charged off:
    Residential real estate        422       432       349       823     1,110
    Commercial                   4,002     3,079     1,295     1,661     2,267
    Consumer                     1,617     2,120     2,263     2,267     2,661
                              --------  --------  --------  --------   -------
   Total loans charged off       6,041     5,631     3,907     4,751     6,038

Recoveries of loans:
    Residential real estate        166       204       336       583       279
    Commercial                     248       946       912       556     1,057
    Consumer                       700     1,097       818       843       887
                              --------   -------  --------  --------   -------
   Total recoveries of loans     1,114     2,247     2,066     1,982     2,223

Net loan charge-offs            (4,927)   (3,384)   (1,841)   (2,769)   (3,815)
Provision charged to operations  2,252     5,663     1,797     2,353     4,339
                              --------   -------  --------  --------   -------
Balance, end of year            $6,737    $9,412    $7,133    $7,177    $7,593
                              ========   =======  ========  ========   =======
Ratio of net charge-offs to
average loans outstanding         .78%      .54%      .31%      .47%      .68%
                              ========   =======  ========  ========   =======
Ratio of allowance for loan losses
to non-performing assets       171.77%    61.54%   154.36%   142.46%   140.66%
                              ========   =======  ========  ========   =======

Discussion of factors that  influenced  management in determining  the amount of
additions  charged to provision  expense is incorporated  herein by reference to
the  information  appearing  under the  caption  "Allowance  for Loan Losses and
Provision Expense" within  "Management's  Discussion and Analysis of Operations"
located in Ohio Valley's 2007 Annual Report to Shareholders.

B.  Allocation of the  Allowance for Loan Losses - Information  required by this
item is incorporated herein by reference to the information  appearing under the
caption  "Table  IV -  Allocation  of the  Allowance  for Loan  Losses,"  within
"Management's Discussion

                                       16


and  Analysis of  Operations"  located in Ohio  Valley's  2007 Annual  Report to
Shareholders.

V.       DEPOSITS

A. Deposit Summary - Information required by this item is incorporated herein by
reference to the information appearing under the caption "Table I - Consolidated
Average Balance Sheet & Analysis of Net Interest  Income," within  "Management's
Discussion  and Analysis of  Operations"  located in Ohio  Valley's  2007 Annual
Report to Shareholders.

C.&E. Foreign Deposits - There were no foreign deposits  outstanding at December
31, 2007, 2006, or 2005.

D. Schedule of Maturities - The following table provides a summary of total time
deposits by remaining maturities for the fiscal year ended December 31, 2007:

                                                   Over       Over
                                      3 months   3 through  6 through    Over
             (dollars in thousands)    or less   6 months   12 months  12 months
                                       -------   --------   ---------  ---------

Certificates of deposit of
$100,000 or greater ................. $ 48,093   $ 27,535   $ 28,115   $ 22,749
Other time deposits of
$100,000 or greater .................    3,575      3,747      3,189      2,178
                                      --------   --------   --------   --------
Total time deposits of
$100,000 or greater ................. $ 51,668   $ 31,282   $ 31,304   $ 24,927
                                      ========   ========   ========   ========

VI.      RETURN ON EQUITY AND ASSETS

Information  required by this section is incorporated herein by reference to the
information   appearing  under  the  caption  "Table  X  -  Key  Ratios"  within
"Management's  Discussion and Analysis of  Operations"  located in Ohio Valley's
2007 Annual Report to Shareholders.

VII.     SHORT-TERM BORROWINGS

The  following  schedule is a summary of  securities  sold under  agreements  to
repurchase at December 31:

(dollars in thousands)                             2007      2006      2005
                                                   ----      ----      ----

    Balance outstanding at period-end .......... $ 40,390  $ 22,556  $ 29,070
                                                 --------  --------  --------
    Weighted average interest rate at period-end    2.91%     4.20%     3.32%
                                                 --------  --------  --------
    Average amount outstanding during year ..... $ 27,433  $ 22,692  $ 24,694
                                                 --------  --------  --------
    Approximate weighted average interest rate
       during the year .........................    3.83%     3.94%     2.60%
                                                 --------  --------  --------
    Maximum amount outstanding as of any
       month-end ............................... $ 40,390  $ 28,312  $ 29,070
                                                 --------  --------  --------

ITEM 1A - RISK FACTORS

           Cautionary Statement Regarding Forward-Looking Information

     Certain  statements  contained in this Annual Report on Form 10-K which are
not statements of historical fact constitute  forward-looking  statements within
the meaning of the Private Securities

                                       17

Litigation Reform Act of 1995,  including,  without  limitation,  the statements
specifically  identified as forward-looking  statements within this document. In
addition,  certain  statements in future filings by Ohio Valley with the SEC, in
press releases,  and in oral and written statements made by or with the approval
of  Ohio  Valley  which  are  not  statements  of  historical   fact  constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform Act.  Examples of  forward-looking  statements  include:  (i)
projections of income or expense, earnings per share, the payment or non-payment
of dividends,  capital  structure and other financial items;  (ii) statements of
plans and  objectives  of Ohio Valley or our  management  or Board of Directors,
including  those  relating to products or services;  (iii)  statements of future
economic  performance;  and  (iv)  statements  of  assumptions  underlying  such
statements.  Words  such as  "believes,"  "anticipates,"  "expects,"  "intends,"
"targeted,"  and similar  expressions  are intended to identify  forward-looking
statements but are not the exclusive means of identifying those statements.

     The Private  Securities  Litigation Reform Act provides a "safe harbor" for
forward-looking   statements  to  encourage  companies  to  provide  prospective
information so long as those  statements are identified as  forward-looking  and
are  accompanied  by  meaningful  cautionary  statements  identifying  important
factors  that  could  cause  actual  results  to differ  materially  from  those
discussed in the forward-looking  statements. We desire to take advantage of the
"safe harbor" provisions of that Act.

     Forward-looking statements involve risks and uncertainties.  Actual results
may differ  materially  from those predicted by the  forward-looking  statements
because  of  various  factors  and  possible  events,  including  those  factors
identified below. There is also the risk that Ohio Valley's  management or Board
of Directors incorrectly analyzes these risks and forces, or that the strategies
Ohio Valley develops to address them are unsuccessful.

     Forward-looking  statements  speak  only as of the date on  which  they are
made,  and,  except  as may be  required  by  law,  Ohio  Valley  undertakes  no
obligation  to  update  any  forward-looking  statement  to  reflect  events  or
circumstances  after  the  date on  which  the  statement  is  made  to  reflect
unanticipated events. All subsequent written and oral forward-looking statements
attributable  to Ohio Valley or any person acting on our behalf are qualified in
their entirety by the following cautionary statements.

Changes in interest rates could have a material  adverse effect on our financial
condition and results of operations.

     Our earnings depend substantially on our interest rate spread, which is the
difference between (i) the rates we earn on loans,  securities and other earning
assets and (ii) the  interest  rates we pay on  deposits  and other  borrowings.
These rates are highly  sensitive to many factors beyond our control,  including
general  economic  conditions  and the  policies  of  various  governmental  and
regulatory  authorities.  While we have taken  measures  intended  to manage the
risks of  operating in a changing  interest  rate  environment,  there can be no
assurance  that such measures will be effective in avoiding  undue interest rate
risk.  As market  interest  rates rise,  we will have  competitive  pressures to
increase  the rates we pay on  deposits,  which will result in a decrease of our
net interest  income and could have a material  adverse  effect on our financial
condition and results of operations.

Changes  in  economic  and  political  conditions  could  adversely  affect  our
earnings,  as our  borrowers'  ability  to  repay  loans  and the  value  of the
collateral securing our loans decline.

     Our success  depends,  to a certain  extent,  upon  economic and  political
conditions,  local and  national,  as well as  governmental  monetary  policies.
Conditions  such as  inflation,  recession,  unemployment,  changes in  interest
rates,  money supply and other factors  beyond our control may

                                       18

adversely  affect  our  asset  quality,  deposit  levels  and loan  demand  and,
therefore,  our earnings.  Because we have a  significant  amount of real estate
loans,  decreases  in real estate  values  could  adversely  affect the value of
property  used as  collateral.  Adverse  changes in the  economy may also have a
negative  effect on the ability of our  borrowers to make timely  repayments  of
their loans,  which would have an adverse  impact on our earnings.  In addition,
substantially  all of our loans are to  individuals  and  businesses in Ohio and
West  Virginia.  Consequently,  any  decline in the  economy of this market area
could have a material  adverse effect on our financial  condition and results of
operations.

Recent  developments  in the  residential  mortgage and related  markets and the
economy may adversely affect our business

Recently,  the  residential  mortgage  market  in the  United  States  has  been
negatively impacted by several economic developments. Those developments include
increasing interest rates and payments on adjustable-rate mortgages,  decreasing
housing  values and  increased  credit  standards  for  borrowers.  As a result,
delinquencies,  foreclosures and losses with respect to residential construction
and mortgage  loans have  increased and may continue to increase.  Additionally,
the  lower  housing  prices  and  appraisal  values  may  result  in  additional
delinquencies  and loan losses.  While the residential real estate loans held in
our portfolio are typically originated using conservative underwriting standards
and do not  include  sub-prime  loans,  we do  originate  and  hold  fixed-  and
adjustable-rate  loans and  residential  construction  loans. If the residential
loan market continues to deteriorate,  especially in Ohio and our local markets,
our financial condition and results of operation could be adversely affected.

We operate in an extremely  competitive  market, and our business will suffer if
we are unable to compete effectively.

     In our  market  area,  we  encounter  significant  competition  from  other
commercial banks, savings and loan associations, credit unions, mortgage banking
firms,  consumer  finance  companies,   securities  brokerage  firms,  insurance
companies,  money market  mutual  funds and other  financial  institutions.  The
increasingly  competitive  environment  is a  result  primarily  of  changes  in
regulation,   changes  in  technology  and  product  delivery  systems  and  the
accelerating pace of consolidation  among financial service  providers.  Many of
our competitors have substantially  greater resources and lending limits than we
do and may offer  services  that we do not or cannot  provide.  Our  ability  to
maintain our history of strong financial performance and return on investment to
shareholders   will  depend  in  part  on  our  continued   ability  to  compete
successfully  in our  market  area and on our  ability  to  expand  our scope of
available  financial  services  as needed to meet the needs and  demands  of our
customers.

Unfavorable   local  economic   conditions   could   significantly   affect  our
profitability.

     We currently  have offices in Ohio and West Virginia.  Consistent  with our
community  banking  philosophy,  a majority of  customers  are located in and do
business in that region,  and we lend a  substantial  portion of our capital and
resources to commercial  and consumer  borrowers in our local  banking  markets.
Therefore,  our local and regional economy has a direct impact on our ability to
generate  deposits to support loan growth,  the demand for loans, the ability of
borrowers  to  repay  loans,   the  value  of  collateral   securing  our  loans
(particularly  loans  secured  by real  estate),  and our  ability  to  collect,
liquidate and restructure problem loans. If the economies of our banking markets
are  adversely  affected by a general  economic  downturn  or by other  specific
events or trends, the resulting impact could have a direct adverse effect on our
operating results. We are less able than larger financial institutions to spread
risks  of  unfavorable  local  economic  conditions  across  a large  number  of
diversified economies.

                                       19

Our small to  medium-sized  business  target  market  may have  fewer  financial
resources to weather a downturn in the economy.

     We target our business  development  and  marketing  strategy  primarily to
serve  the  banking  and  financial  services  needs of  small  to  medium-sized
businesses.   These  small  to  medium-sized  businesses  generally  have  fewer
financial  resources  in terms of  capital or  borrowing  capacity  than  larger
companies.  If general economic  conditions  negatively impact our Ohio and West
Virginia  markets  or the other  geographic  markets  in which we  operate,  our
results of operations and financial condition may be negatively affected.

If our actual loan losses exceed our  allowance for loan losses,  our net income
will decrease.

     Our loan customers may not repay their loans according to their terms,  and
the collateral  securing the payment of these loans may be  insufficient  to pay
any remaining loan balance.  We may experience  significant  loan losses,  which
could have a material  adverse  effect on our operating  results.  In accordance
with accounting  principles generally accepted in the United States, we maintain
an allowance for loan losses to provide for loan  defaults and  non-performance,
which when combined, we refer to as the allowance for loan losses. Our allowance
for loan losses may not be adequate to cover actual  credit  losses,  and future
provisions  for  credit  losses  could  have a  material  adverse  effect on our
operating  results.  Our allowance for loan losses is based on prior experience,
as well as an  evaluation of the risks in the current  portfolio.  The amount of
future  losses is  susceptible  to  changes  in  economic,  operating  and other
conditions,  including changes in interest rates that may be beyond our control,
and these losses may exceed current estimates.  Federal regulatory agencies,  as
an integral part of their  examination  process,  review our loans and allowance
for loan  losses.  We cannot  assure you that we will not further  increase  the
allowance  for loan  losses or that  regulators  will not require us to increase
this allowance. Either of these occurrences could have a material adverse effect
on our financial condition and results of operations.

We depend upon the accuracy and completeness of information  about customers and
counterparties, which might be misleading.

     In deciding whether to extend credit or enter into other  transactions with
customers  and  counterparties,  we may rely on  information  provided  to us by
customers and counterparties, including financial statements and other financial
information. We may also rely on representations of customers and counterparties
as to the accuracy and  completeness  of that  information  and, with respect to
financial  statements,  on reports of  independent  auditors.  For  example,  in
deciding  whether  to  extend  credit  to a  business,  we may  assume  that the
customer's   audited  financial   statements  conform  with  generally  accepted
accounting  principles  and  present  fairly,  in  all  material  respects,  the
financial  condition,  results of operations and cash flows of the customer.  We
may also rely on the audit  report  covering  those  financial  statements.  Our
financial  condition and results of operations  could be negatively  impacted to
the extent we rely on  financial  statements  that do not comply with  generally
accepted accounting principles or that are materially misleading.

Our earnings are  significantly  affected by the fiscal and monetary policies of
the U.S. Government and its agencies, sometimes adversely.

     The  policies of the Federal  Reserve  Board impact us  significantly.  The
Federal  Reserve  Board  regulates  the supply of money and credit in the United
States.  Its policies  directly and  indirectly  influence  the rate of interest
earned on loans and paid on  borrowings  and  interest-bearing  deposits and can
also affect the value of financial instruments we hold. Those policies determine
to a significant

                                       20

extent our cost of funds for lending and  investing.  Changes in those  policies
are beyond our  control and are  difficult  to predict.  Federal  Reserve  Board
policies can also affect our  borrowers,  potentially  increasing  the risk that
they may fail to repay their  loans.  For  example,  a  tightening  of the money
supply by the Federal  Reserve  Board could  reduce the demand for a  borrower's
products and services.  This could adversely affect the borrower's  earnings and
ability to repay its loan,  which  could have a material  adverse  effect on our
financial condition and results of operations.

Legislative or regulatory changes or actions, or significant  litigation,  could
adversely impact us or the businesses in which we are engaged.

     The financial services industry is extensively regulated. We are subject to
extensive state and federal regulation,  supervision and legislation that govern
almost all aspects of our operations.  Laws and regulations may change from time
to time and are primarily  intended for the protection of consumers,  depositors
and the deposit insurance funds, and not to benefit our shareholders. The impact
of any changes to laws and  regulations or other actions by regulatory  agencies
may  negatively  impact us or our ability to increase the value of our business.
Regulatory  authorities  have  extensive  discretion  in  connection  with their
supervisory and enforcement activities, including the imposition of restrictions
on  the  operation  of an  institution,  the  classification  of  assets  by the
institution  and the  adequacy of an  institution's  allowance  for loan losses.
Additionally,  actions by regulatory agencies or significant  litigation against
us could cause us to devote  significant  time and  resources to  defending  our
business  and  may  lead  to  penalties  that  materially   affect  us  and  our
shareholders.  Proposals to change the laws governing financial institutions are
frequently  raised in Congress  and before bank  regulatory  authorities.  It is
impossible to predict the ultimate form any proposed  legislation  might take or
how it might  affect  us.  Future  changes in the laws or  regulations  or their
interpretation  or enforcement  could be materially  adverse to our business and
our shareholders.

If we foreclose on collateral  property and own the underlying  real estate,  we
may be subject to the  increased  costs  associated  with the  ownership of real
property, resulting in reduced revenues.

     We may have to foreclose on collateral  property to protect our  investment
and may  thereafter  own and  operate  such  property,  in which case we will be
exposed to the risks  inherent in the ownership of real estate.  The amount that
we, as a  mortgagee,  may  realize  after a default is  dependent  upon  factors
outside of our  control,  including,  but not  limited  to: (i) general or local
economic  conditions;  (ii) neighborhood values; (iii) interest rates; (iv) real
estate tax rates;  (v)  operating  expenses of the  mortgaged  properties;  (vi)
supply of and demand for rental units or properties; (vii) ability to obtain and
maintain  adequate  occupancy  of  the  properties;  (viii)  zoning  laws;  (ix)
governmental  rules,  regulations  and  fiscal  policies;  and (x)  acts of God.
Certain expenditures  associated with the ownership of real estate,  principally
real estate taxes and maintenance  costs,  may adversely  affect the income from
the real estate. Therefore, the cost of operating a real property may exceed the
rental  income  earned from such  property,  and we may have to advance funds in
order to protect  our  investment,  or we may be required to dispose of the real
property at a loss. The foregoing  expenditures and costs could adversely affect
our ability to generate revenues, resulting in reduced levels of profitability.

                                       21

Environmental liability associated with commercial lending could have a material
adverse effect on our business, financial condition and results of operations.

     In  the  course  of our  business,  we may  acquire,  through  foreclosure,
commercial  properties securing loans that are in default.  There is a risk that
hazardous substances could be discovered on those properties.  In this event, we
could be required to remove the substances  from and remediate the properties at
our cost and expense. The cost of removal and environmental remediation could be
substantial.  We may not  have  adequate  remedies  against  the  owners  of the
properties  or  other  responsible  parties  and  could  find  it  difficult  or
impossible to sell the affected  properties.  These events could have a material
adverse effect on our financial condition and results of operation.

Our business strategy includes growth plans. Our financial condition and results
of operations could be negatively  affected if we fail to grow or fail to manage
our growth effectively.

     We intend to continue pursuing a profitable growth strategy.  Our prospects
must be considered in light of the risks,  expenses and difficulties  frequently
encountered by companies in significant growth stages of development.  We cannot
assure you that we will be able to expand our market  presence  in our  existing
markets or  successfully  enter new markets or that any such  expansion will not
adversely  affect  our  results  of  operations.  Failure  to manage  our growth
effectively  could  have a  material  adverse  effect  on our  business,  future
prospects,  financial  condition or results of  operations  and could  adversely
affect our ability to successfully implement our business strategy.  Also, if we
grow more slowly than  anticipated,  our  operating  results could be materially
adversely affected.

     Our  ability  to grow  successfully  will  depend on a variety  of  factors
including the continued  availability of desirable business  opportunities,  the
competitive responses from other financial  institutions in our market areas and
our  ability to manage  our  growth.  While we  believe  we have the  management
resources  and  internal  systems  in place to  successfully  manage  our future
growth,  there can be no  assurance  growth  opportunities  will be available or
growth will be successfully managed.

Our ability to pay cash  dividends is limited,  and we may be unable to pay cash
dividends in the future even if we would like to do so.

     We are dependent primarily upon the earnings of our operating  subsidiaries
for funds to pay dividends on our common  stock.  The payment of dividends by us
is also subject to certain regulatory restrictions.  As a result, any payment of
dividends  in the future will be  dependent,  in large  part,  on our ability to
satisfy these regulatory  restrictions and our subsidiaries'  earnings,  capital
requirements,  financial  condition  and other  factors.  Although our financial
earnings  and  financial  condition  have allowed us to declare and pay periodic
cash dividends to our shareholders,  there can be no assurance that our dividend
policy or size of dividend distribution will continue in the future. Our failure
to pay  dividends on our common shares could have a material  adverse  effect on
the market price of our common shares.

The loss of key members of our senior management team could adversely affect our
business.

     We believe that our success depends largely on the efforts and abilities of
our senior  management.  Their  experience and industry  contacts  significantly
benefit us. In addition,  our success  depends in part upon senior  management's
ability to implement  our  business  strategy.  The  competition  for  qualified
personnel  in the  financial  services  industry  is  intense,  and the  loss of
services of any of our senior executive  officers or an inability to continue to
attract,  retain and motivate key personnel could

                                       22

adversely  affect  our  business.  We cannot  assure you that we will be able to
retain our existing key personnel or attract additional qualified personnel.

Loss of key employees may disrupt relationships with certain customers.

     Our  business  is  primarily  relationship-driven  in that  many of our key
employees have  extensive  customer  relationships.  Loss of a key employee with
such  customer  relationships  may lead to the loss of business if the customers
were to follow that employee to a competitor. While we believe our relationships
with  our key  producers  is  good,  we  cannot  guarantee  that  all of our key
personnel will remain with our organization.  Loss of such key personnel, should
they enter into an employment  relationship  with one of our competitors,  could
result in the loss of some of our customers.

Consumers may decide not to use banks to complete their financial transactions.

     Technology  and other  changes are allowing  parties to complete  financial
transactions  that  historically  have involved banks at one or both ends of the
transaction.  For  example,  consumers  can now pay  bills  and  transfer  funds
directly without banks. The process of eliminating banks as intermediaries could
result in the loss of fee income,  as well as the loss of customer  deposits and
income generated from those deposits.

Management's  accounting policies and methods are the basis of how we report our
financial  condition and results of  operations,  and these policies may require
management to make estimates about matters that are inherently uncertain.

     Management's  accounting  policies  and methods are  fundamental  to how we
record  and report our  financial  condition  and  results  of  operations.  Our
management  must  exercise  judgment in  selecting  and  applying  many of these
accounting  policies  and  methods  in order to  ensure  that they  comply  with
generally accepted accounting principles and reflect management's judgment as to
the most  appropriate  manner  in which  to  record  and  report  our  financial
condition and results of operations.  In some cases,  management must select the
accounting policy or method to apply from two or more alternatives, any of which
might be  reasonable  under  the  circumstances  yet might  result in  reporting
materially  different  amounts than would have been  reported  under a different
alternative.

     Management has identified several  accounting  policies as being "critical"
to the presentation of our financial condition and results of operations because
they require management to make particularly subjective and/or complex judgments
about matters that are inherently  uncertain and because of the likelihood  that
materially  different  amounts would be reported under  different  conditions or
using different  assumptions.  Because of the inherent  uncertainty of estimates
about  these  matters,  no  assurance  can be  given  that  the  application  of
alternative  policies or methods  might not result in our  reporting  materially
different amounts.

A limited trading market exists for our common shares, which could lead to price
volatility.

     Your  ability  to sell or  purchase  our  common  shares  depends  upon the
existence of an active trading market for our common shares. Although our common
shares are quoted on The NASDAQ Global Market, the volume of trades on any given
day has been  limited  historically.  As a result,  you may be unable to sell or
purchase  our  common  shares at the  volume,  price  and time that you  desire.
Additionally,  a fair  valuation  of the  purchase  or sales price of our common
shares  also  depends  upon an  active  trading  market,  and thus the price you
receive for a thinly-traded stock such as our common shares, may not reflect its
true  value.  The  limited  trading  market  for our  common  shares  may  cause
fluctuations

                                       23

in the market  value of our common  shares to be  exaggerated,  leading to price
volatility in excess of that which would occur in a more active trading market.

Unauthorized   disclosure  of  sensitive  or  confidential  client  or  customer
information,  whether  through a breach of our  computer  systems or  otherwise,
could severely harm our business.

     As part of our  business,  we  collect,  process and retain  sensitive  and
confidential  client and customer  information on behalf of our subsidiaries and
other  third  parties.  Despite  the  security  measures  we have in place,  our
facilities and systems,  and those of our third party service providers,  may be
vulnerable to security breaches, acts of vandalism,  computer viruses, misplaced
or lost data,  programming  and/or human  errors,  or other similar  events.  If
information  security is breached,  information can be lost or  misappropriated,
resulting  in financial  loss or costs to us or damages to others.  Any security
breach involving the misappropriation,  loss or other unauthorized disclosure of
confidential  customer  information,  whether  by us or by  our  vendors,  could
severely  damage  our  reputation,  expose  us to the  risks of  litigation  and
liability,  disrupt our  operations  and have a material  adverse  effect on our
business.

Our  organizational  documents may have the effect of discouraging a third party
from acquiring us by means of a tender offer, proxy contest or otherwise.

     Our  articles  of  incorporation  contain  provisions  that  make  it  more
difficult for a third party to gain control or acquire us without the consent of
our board of directors.  These  provisions also could  discourage proxy contests
and  may  make  it  more   difficult   for  dissident   shareholders   to  elect
representatives as directors and take other corporate actions.  These provisions
of our  governing  documents  may have the  effect  of  delaying,  deferring  or
preventing  a  transaction  or a change  in  control  that  might be in the best
interests of our shareholders.

ITEM 1B - UNRESOLVED STAFF COMMENTS

     Ohio  Valley did not receive  any  written  comments  from the staff of the
Securities  and Exchange  Commission  regarding its periodic or current  reports
under the Securities Exchange Act of 1934 within 180 days before the fiscal year
ended December 31, 2007.

ITEM 2 - PROPERTIES

     Ohio Valley does not own or lease any real or personal property.

     The principal  executive offices of Ohio Valley and the Bank are located at
420 Third Avenue, Gallipolis,  Ohio. The Bank owns six financial service centers
located in Gallipolis (Gallia Co.), Jackson (Jackson Co.) and Waverly (Pike Co.)
in Ohio  and  Milton  (Cabell  Co.) in  West  Virginia.  The  Bank  leases  nine
additional financial service centers located in Gallipolis (Gallia Co.), Pomeroy
(Meigs Co.),  Columbus (Franklin Co.) and South Point (Lawrence Co.) in Ohio and
Point Pleasant  (Mason Co.),  Huntington  (Cabell Co.),  Milton (Cabell Co.) and
Cross Lanes  (Kanawha  Co.) in West  Virginia.  The Bank also owns and  operates
twenty-six ATMs,  including eleven off-site ATMs.  Furthermore,  the Bank owns a
facility and leases a facility in Gallipolis  (Gallia Co.),  Ohio which are used
for  additional  office space.  The Bank also owns two  facilities in Gallipolis
(Gallia Co.),  Ohio and Point  Pleasant  (Mason Co.),  West  Virginia  which are
leased to third parties.

     Loan Central conducts its consumer finance  operations  through six offices
located in Gallipolis  (Gallia Co.),  Jackson (Jackson Co.), Waverly (Pike Co.),
South Point and Ironton  (Lawrence Co.), and

                                       24

Wheelersburg  (Scioto Co.), all in Ohio.  All of these  facilities are leased by
Loan Central,  except for the Wheelersburg  (Scioto Co.) facility.  Loan Central
leases a portion of its  Wheelersburg  (Scioto  Co.)  facility to a third party.
Ohio Valley  Financial  Services also conducts  business  within Loan  Central's
Jackson (Jackson Co.) facility.

     Management  considers all of these  properties to be  satisfactory  for the
Company's current  operations.  The Bank, Loan Central and Ohio Valley Financial
Services'  leased  facilities are all subject to commercially  standard  leasing
arrangements.

     Information  concerning  the value of the  Company's  owned and leased real
property  and a summary  of future  lease  payments  is  contained  in "Note E -
Premises and  Equipment"  of the notes to the Company's  consoldiated  financial
statements for the fiscal year ended December 31, 2007, located in Ohio Valley's
2007 Annual Report to Shareholders.

ITEM 3 - LEGAL PROCEEDINGS

     There are no material pending legal proceedings  against Ohio Valley or any
of its subsidiaries, other than ordinary, routine litigation incidental to their
respective businesses.

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

     There was no matter  submitted  during the fourth quarter of 2007 to a vote
of security holders, by solicitation of proxies or otherwise.

                                     PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

     The  information  required under this Item 5 by Items 201(a) through (c) of
SEC  Regulation  S-K is  incorporated  herein by  reference  to the  information
presented  under the captions  "Summary of Common  Stock Data" and  "Performance
Graph" located in Ohio Valley's 2007 Annual Report to Shareholders and "Note P -
Regulatory  Matters"  of the  notes  to  the  Company's  consolidated  financial
statements  for the fiscal year ended December 31, 2007 located in Ohio Valley's
2007 Annual Report to Shareholders.

     Ohio Valley did not sell any of its equity securities without  registration
during its 2007 fiscal year.

                                       25

     The following table provides  information on Ohio Valley's purchases of its
common shares during the three fiscal months ended December 31, 2007:



                                                                                                         Maximum Number
                                                                     Total Number of Shares             of Shares That May
                                Total Number of       Average          Purchased as Part of             Yet Be Purchased
                                 Common Shares      Price Paid          Publicly Announced         Under Publicly Announced
            Period                 Purchased        Per Share           Plans or Programs(1)           Plans or Programs
  --------------------------     -------------    --------------     ----------------------        --------------------------
                                                                                        

  October 1 through
  October 31, 2007 .............       506            $25.00                    506                            55,484

  November 1 through
  November 30, 2007 ............    12,278            $25.01                 12,278                            43,206

  December 1 through
  December 31, 2007 ............       789            $25.00                    789                            42,417
                                 -------------    -------------           -------------                    -------------
              TOTAL                 13,573            $25.01                 13,573                            42,417
                                 =============    =============           =============                    =============

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

ITEM 6 - SELECTED FINANCIAL DATA

     The  information  required  under this Item 6 by Item 301 of SEC Regulation
S-K is incorporated  herein by reference to the information  presented under the
caption "Selected Financial Data" located in Ohio Valley's 2007 Annual Report to
Shareholders.

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

     The  information  required  under this Item 7 by Item 303 of SEC Regulation
S-K with respect to Ohio Valley's  interest rate risk is incorporated  herein by
reference  to  the  information   presented  under  the  caption   "Management's
Discussion  and Analysis of  Operations"  located in Ohio  Valley's  2007 Annual
Report to Shareholders.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK

     Market risk is the risk of loss arising  from  adverse  changes in the fair
value of financial  instruments  due to interest rate risk,  exchange rate risk,
equity  price risk and  commodity  price risk.  Ohio Valley does not  maintain a
trading  account for any class of financial  instruments,  and is not  currently
subject to foreign currency  exchange rate risk,  equity price risk or commodity
price risk.  Ohio  Valley's  market risk is composed  primarily of interest rate
risk.

     The  information  required under this Item 7A by Item 305 of SEC Regulation
S-K is incorporated  herein by reference to the information  presented under the
captions   "Interest  Rate   Sensitivity   and  Liquidity"  and  "Interest  Rate
Sensitivity -- Table VIII" found within "Management's Discussion and Analysis of
Operations" located in Ohio Valley's 2007 Annual Report to Shareholders.

                                       26

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Ohio  Valley's  consolidated  financial  statements  and related  notes are
listed below and  incorporated  herein by reference to Ohio Valley's 2007 Annual
Report to Shareholders. The supplementary data "Consolidated Quarterly Financial
Information  (unaudited)"  and the  "Report  of  Independent  Registered  Public
Accounting  Firm on Financial  Statements"  located in Ohio Valley's 2007 Annual
Report to Shareholders is also incorporated herein by reference.

Consolidated Statements of Condition as of December 31, 2007 and 2006
Consolidated  Statements of Income for the years ended  December 31, 2007,  2006
  and 2005
Consolidated  Statements of Changes in Shareholders'  Equity for the years ended
  December 31, 2007, 2006 and 2005
Consolidated  Statements  of Cash Flows for the years ended  December  31, 2007,
  2006 and 2005
Notes to the Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm on Financial Statements

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE

         None.

ITEM 9A - CONTROLS AND PROCEDURES

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 period covered by this Annual
Report on Form 10-K.

     Based on that  evaluation,  Ohio  Valley's  President  and Chief  Executive
Officer and Vice President and Chief Financial Officer have concluded that:

o  information  required to be disclosed by Ohio Valley in this Annual Report on
Form 10-K would be 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;

o  information  required to be disclosed by Ohio Valley in this Annual Report on
Form 10-K would be recorded, processed,  summarized and reported within the time
periods specified in the SEC's rules and forms; and

o  Ohio Valley's  disclosure controls and procedures are effective as of the end
of the period covered by this Annual Report on Form 10-K to ensure that material
information  relating to Ohio Valley and its  consolidated  subsidiaries is made
known to them,  particularly during the period for which the periodic reports of
Ohio Valley, including this Annual Report on Form 10-K, are being prepared.

                                       27

Management's Report on Internal Control Over Financial Reporting

     "Management's  Report on Internal Control Over Financial Reporting" located
in Ohio Valley's 2007 Annual Report to Shareholders  is  incorporated  into this
Item 9A by reference.

Report of Independent Registered Public Accounting Firm

     The  "Report of  Independent  Registered  Public  Accounting  Firm-Internal
Control"  located  in Ohio  Valley's  2007  Annual  Report  to  Shareholders  is
incorporated into this Item 9A by reference.

Changes In Internal Control Over Financial Reporting

     There were no changes 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  December  31,  2007,  that  have
materially  affected,  or are  reasonably  likely  to  materially  affect,  Ohio
Valley's internal control over financial reporting.

ITEM 9B - OTHER INFORMATION

         None.

                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information  required under this Item 10 by Items 401, 405, 406 and 407
(c)(3),  (d)(4)  and  (d)(5) of SEC  Regulation  S-K is  incorporated  herein by
reference  to the  information  presented  in  Ohio  Valley's  definitive  proxy
statement  relating to the annual meeting of  shareholders  of Ohio Valley to be
held on May 7, 2008 (the "2008 Proxy  Statement"),  under the captions "Election
of Directors",  "Section 16(a) Beneficial  Ownership  Reporting  Compliance" and
"Compensation of Executive Officers and Directors" of the 2008 Proxy Statement.

     The Board of Directors of Ohio Valley has adopted a Code of Ethics covering
the  directors,  officers  and  employees  of Ohio  Valley  and its  affiliates,
including,  without limitation,  the principal executive officer,  the principal
financial  officer  and  the  principal   accounting  officer  of  Ohio  Valley.
Interested  persons may obtain  copies of the Code of Ethics  without  charge by
writing to Ohio Valley Banc Corp., Attention:  Larry E. Miller,  Secretary, P.O.
Box 240, Gallipolis, Ohio 45631.

ITEM 11 - EXECUTIVE COMPENSATION

     The  information  required under this Item 11 by Item 402 of SEC Regulation
S-K is incorporated  herein by reference to the information  presented under the
captions  "Compensation  of Executive  Officers and Directors" and  "Comensation
Committee Interlocks and Insider Participation"of the 2008 Proxy Statement.

                                       28

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

     The  information  required under this Item 12 by Item 403 of SEC Regulation
S-K is incorporated  herein by reference to the information  presented under the
caption  "Ownership of Certain  Beneficial  Owners and  Management"  of the 2008
Proxy Statement.

     Ohio Valley  does not  maintain  any equity  compensation  plans  requiring
disclosure pursuant to Item 201(d) of SEC Regulation S-K.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information  required under this Item 13 by Item 404 and Item 407(a) of
SEC  Regulation  S-K is  incorporated  herein by  reference  to the  information
presented under the captions "Certain  Relationships  and Related  Transactions"
and "Proxy Item 1: Election of Directors" of the 2008 Proxy Statement.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The information required under this Item 14 by Item 9(e) of Schedule 14A is
incorporated herein by reference to the information presented under the captions
"Pre-Approval of Services Performed by Independent  Registered Public Accounting
Firm" and "Services  Rendered by the Independent  Registered  Public  Accounting
Firm" of the 2008 Proxy Statement.

                                     PART IV

ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

A. (1) Financial Statements

     The following  consolidated  financial  statements of Ohio Valley appear in
the 2007  Annual  Report  to  Shareholders,  Exhibit  13,  and are  specifically
incorporated herein by reference under Item 8 of this Form 10-K:

Consolidated Statements of Condition as of December 31, 2007 and 2006
Consolidated  Statements of Income for the years ended  December 31, 2007,  2006
  and 2005
Consolidated  Statements of Changes in Shareholders'  Equity for the years ended
  December 31, 2007, 2006 and 2005
Consolidated  Statements  of Cash Flows for the years ended  December  31, 2007,
  2006 and 2005
Notes to the Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm on Financial Statements

   (2) Financial Statement Schedules

     Financial  statement  schedules are omitted as they are not required or are
not  applicable,  or the  required  information  is  included  in the  financial
statements.

   (3) Exhibits

     Reference  is made to the Exhibit  Index  beginning on page 31 of this Form
10-K.

                                       29

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  Ohio Valley has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
                                                        OHIO VALLEY BANC CORP.

Date: March    14   , 2008                        By   /s/Jeffrey E. Smith
            --------                                   -------------------------
                                                       Jeffrey E. Smith
                                                       President and Chief
                                                       Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed  below on March 14, 2008 by the  following  persons on behalf of
Ohio Valley and in the capacities indicated.

            Name                               Capacity
            ----                               --------

/s/Jeffrey E. Smith                     President, Chief Executive Officer
-----------------------------           and Director (principal executive
Jeffrey E. Smith                        officer)

/s/Scott W. Shockey                     Vice President and Chief Financial
-----------------------------           Officer (principal financial officer
Scott W. Shockey                        and principal accounting officer)

/s/Lannes C. Williamson                 Director
-----------------------------
Lannes C. Williamson

/s/Anna P. Barnitz                      Director
-----------------------------
Anna P. Barnitz

/s/David W. Thomas                      Director
-----------------------------
David W. Thomas

/s/Robert H. Eastman                    Director
-----------------------------
Robert H. Eastman

/s/Brent A. Saunders                    Director
-----------------------------
Brent A. Saunders

/s/Steven B. Chapman                    Director
-----------------------------
Steven B. Chapman

/s/Thomas E. Wiseman                    Director
-----------------------------
Thomas E. Wiseman

/s/Harold A. Howe                       Director
-----------------------------
Harold A. Howe

/s/Robert E. Daniel                     Director
-----------------------------
Robert E. Daniel

/s/Roger D. Williams                    Director
-----------------------------
Roger D. Williams

                                       30

                                  EXHIBIT INDEX

The  following  exhibits are included in this Form 10-K 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]: Filed herewith.

         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.

         10.1                 The Ohio Valley Bank Company Executive  Group Life
                              Split Dollar Plan agreement, dated April 29, 2003,
                              between Jeffrey E. Smith  and The Ohio Valley Bank
                              Company:  Incorporated   herein  by  reference  to
                              Exhibit  10.1  to  Ohio Valley's Annual  Report on
                              Form 10-K for fiscal year ending December 31, 2006
                              (SEC File No. 0-20914).

         10.2                 Schedule A  to   Exhibit  10.1  identifying  other
                              identical  Executive  Group  Life   Split   Dollar
                              agreements between  The  Ohio Valley  Bank Company
                              and certain executive officers of Ohio Valley Banc
                              Corp.: Incorporated    herein   by   reference  to
                              Exhibit  10.2  to  Ohio Valley's Annual  Report on
                              Form 10-K for fiscal year ending December 31, 2006
                              (SEC File No. 0-20914).

         10.3                 The Ohio Valley Bank  Company  Director Retirement
                              agreement, dated December 28, 2007,between Jeffrey
                              E. Smith and The  Ohio Valley Bank Company:  Filed
                              herewith.

         10.4                 Schedule A  to   Exhibit  10.3  identifying  other
                              identical  Director Retirement  agreements between
                              The Ohio Valley Bank Company and directors of Ohio
                              Valley Banc Corp.:  Filed herewith.

         10.5                 The Ohio Valley  Bank  Company Salary Continuation
                              agreement, dated January 12, 2004, between Jeffrey
                              E. Smith and  The Ohio Valley Bank Company:  Filed
                              herewith.

         10.6(a)              The Ohio Valley Bank Company Director Deferred Fee
                              agreement, dated December 28, 2007,between Anna P.
                              Barnitz and  The  Ohio Valley Bank Company:  Filed
                              herewith.

                                       31

         10.6(b)              The Ohio Valley Bank  Company  Executive  Deferred
                              Compensation agreement, dated  December 28,  2007,
                              between Jeffrey  E. Smith and The Ohio Valley Bank
                              Company:  Filed herewith.

         10.7(a)              Schedule A  to  Exhibit  10.6(a) identifying other
                              identical Director Deferred Fee agreements between
                              The Ohio Valley Bank Company and directors of Ohio
                              Valley Banc Corp.:  Filed herewith.

         10.7(b)              Schedule A  to  Exhibit  10.6(b) identifying other
                              identical    Executive    Deferred    Compensation
                              agreements  between  The  Ohio Valley Bank Company
                              and  executive officers of Ohio Valley Banc Corp.:
                              Filed herewith.

         10.8                 Summary  of  Compensation for  Directors and Named
                              Executive  Officers  of  Ohio  Valley  Banc Corp.:
                              Filed herewith.

         10.9                 Summary  of  Bonus Program  of  Ohio  Valley  Banc
                              Corp.: Filed herewith.

         11                   Statement  regarding  computation  of  per   share
                              earnings  (included  in Note A of the Notes to the
                              Consolidated  Financial  Statements of this Annual
                              Report on Form 10-K.)

         13                   Ohio  Valley's  Annual  Report to Shareholders for
                              the fiscal year ended  December  31,  2007:  Filed
                              herewith.  (Not deemed  filed  except for portions
                              thereof  specifically  incorporated  by  reference
                              into this Annual Report on Form 10-K.)

         20                   Proxy  Statement  for  2008  Annual   Meeting   of
                              Shareholders:  Incorporated  herein  by  reference
                              to the  registrant's  definitive  proxy  statement
                              for the 2008 Annual Meeting of  Shareholders to be
                              filed.

         21                   Subsidiaries of Ohio Valley:  Filed herewith

         23                   Consent of  Independent Accountant -  Crowe Chizek
                              and Company LLC: 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 Certifications  (Principal Executive
                              Officer and Principal Accounting  Officer):  Filed
                              herewith.


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