SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                         April 11, 2002 (April 11, 2002)
                Date of Report (Date of earliest event reported)

                             OHIO VALLEY BANC CORP
             (Exact name of registrant as specified in its charter)

                                      Ohio
                 (State or other jurisdiction of incorporation)

                               0-20914 31-1359191
          (Commission file number) (IRS Employer Identification Number)

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

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

                                 Not Applicable
         (Former name or former address, if changed since last report.)





                            Exhibit Index at Page 4.



Item 1. Changes in Control of Registrant.
         Not applicable.

Item 2. Acquisition or Disposition of Assets.
         Not applicable.

Item 3. Bankruptcy or Receivership.
         Not applicable.

Item 4. Changes in Registrant's Certifying Accountant.
         Not applicable.

Item 5. Other Events.
      On April 11, 2002, Ohio Valley Banc Corp issued a news release  announcing
its  earnings  for the three  months  ended  March  31,  2002.  The  information
contained in the news release, which is attached as Exhibit 99 to this Form 8-K,
is incorporated herein by this reference.

Item 6. Resignations of Registrant's Directors.
         Not applicable.

Item 7. Financial Statements and Exhibits.

         (a)      Financial statements of business acquired:
                           Not applicable.

         (b)      Pro forma financial information:
                           Not applicable.

         (c)      Exhibits:
                  99       Press release of  Ohio Valley Banc  Corp dated  April
                           11, 2002, announcing  the company's  earnings for the
                           three months ended March 31, 2002.

Item 8. Change in Fiscal Year.
         Not applicable.

Item 9. Sales of Equity Securities Pursuant to Regulation S.
         Not applicable.





                                     Page 2


                                   SIGNATURES

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



                                                 OHIO VALLEY BANC CORP


Date: April 11, 2002                             By /s/ Jeffrey E. Smith
                                                 -------------------------------
                                                 Jeffrey E. Smith, President and
                                                 Chief Executive Officer







                                     Page 3


                                  EXHIBIT INDEX



Exhibit Number                                      Description
--------------                                      -----------
     99                    Press release of  Ohio Valley Banc Corp  dated  April
                           11, 2002, announcing  the company's  earnings for the
                           three months ended March 31, 2002.











                                     Page 4


                                   Exhibit 99


                          OVBC DIVIDENDS & EARNINGS UP

Gallipolis, Ohio, April 11, 2002

Ohio Valley Banc Corp today reported  consolidated  net earnings for the quarter
ended  March 31,  2002 of  $1,252,000  representing  a 13.1%  increase  over the
$1,107,000  for the same time period a year ago. Net income per share  increased
12.5% for the first quarter at $.36 per share  compared to $.32 per share in the
first quarter of 2001.  With continued  strong earnings  growth,  OVBC directors
approved a 6.25%  increase in quarterly  cash  dividends.  Cash  dividends  will
increase  to $.17  per  share  from  $.16  per  share  payable  May 10,  2002 to
shareholders  of record April 22, 2002.  President and CEO Jeffrey E. Smith made
the  announcement at the Company's annual  shareholders'  meeting held Wednesday
afternoon at the Morris and Dorothy  Haskins Ariel Theatre in Gallipolis,  Ohio.
Also,  during the meeting,  Phil A.  Bowman,  W. Lowell Call and James L. Dailey
were  reelected to the Ohio Valley Banc Corp Board of Directors to serve a three
year term ending in 2005.

Management  was  pleased to  continue  the  accomplishments  achieved in 2001 of
double-digit  earnings  growth  while  improving  asset  quality.  The  earnings
performance  improved  over the prior year due to a strong 23%  increase  in net
interest income. The Company's net interest margin benefited from the decline in
interest rates that occurred throughout 2001. For the first quarter of 2002, the
net  interest  margin was 4.38% , as  compared  to 4.06% for the same  period in
2001.  The  increase  in the net  interest  margin  combined  with the growth in
earning assets of 14% provided additional net interest income of $1,204,000.

Noninterest  income totaled $1,280,000 for the first quarter of 2002 compared to
$1,166,000 a year ago representing a 9.8% increase.  Income from bank owned life
insurance and loan service fees  provided a majority of the growth.  Noninterest
expense totaled  $4,773,000 in 2002, an increase of $394,000 or 9.0%. Salary and
employee benefits, the Company's largest noninterest expense, totaled $2,619,000
for the first quarter of 2002, up $256,000 from the prior year. The increase was
affected by annual merit  increases  and rising  benefit  costs.  The  Company's
efficiency  ratio  continues to improve as revenue  sources (net interest income
and noninterest  income) continue to outpace the growth in noninterest  expense.
The efficiency  ratio for the first quarter of 2002 improved to 61.2% from 67.5%
in 2001.

During the first  quarter  of 2002,  management  continued  to  emphasize  asset
quality  which is  important  in a period of economic  slowdown.  The  Company's
provision for loan losses  increased  $715,000 over the first quarter of 2001 in
relation to an increase in net  charge-offs of $614,000 that occurred  mostly in
installment  and  commercial  loans.  Nonperforming  loans as a percent of total
loans declined to 1.06% at March 31, 2002 as compared to 1.24% at year end 2001.
The  allowance  for loan  losses  was 1.23% of total  loans at March  31,  2002,
unchanged from December 31, 2001.  Management  feels that the allowance for loan
losses is  adequate to absorb  probable  losses  inherent in the loan  portfolio
based on collateral  values and decline in  nonperforming  loans.

The financial results for the first quarter continue Management's  commitment to
enhance  earnings to improve  shareholders'  value.  The  double-digit  earnings
growth  led to an  improved  return on  average  equity of 10.86%  for the three
months ended March 31, 2002 versus 10.11% for the first three months of 2001.

Ohio Valley Banc Corp common  stock is traded on the NASDAQ  Stock  Market under
the symbol OVBC. The holding  company owns two  subsidiaries:  Ohio Valley Bank,
with 17 offices in Ohio and West Virginia,  and Loan Central, with four consumer
finance  company  offices in Ohio.  Learn more  about Ohio  Valley  Banc Corp at
www.ovbc.com.



OHIO VALLEY BANC CORP - Financial Highlights (Unaudited)

                                                      Three months ended
                                                           March 31,
                                                      2002         2001
                                                   ----------   ----------
PER SHARE DATA
  Earnings per share                                  $0.36        $0.32
  Dividend per share                                  $0.16        $0.15
  Book value per share                               $13.58       $12.97
  Dividend payout ratio                               44.17%       47.26%
  Weighted average shares
   outstanding                                    3,459,235    3,480,615

PERFORMANCE RATIOS
  Return on average equity                            10.86%       10.11%
  Return on average assets                             0.80%        0.80%
  Net interest margin                                  4.38%        4.06%
  Efficiency Ratio                                    61.21%       67.53%
  Average Earning Assets
   (in 000's)                                      $599,272     $525,927

OHIO VALLEY BANC CORP - Consolidated Statements of Income (Unaudited)

                                                      Three months ended
(in $000's)                                                March 31,
                                                      2002         2001
                                                   ----------   ----------
Interest income:
     Interest and fees on loans                      $10,647      $10,389
     Interest and dividends on
      securities                                         962        1,134
          Total interest income                       11,609       11,523
Interest expense:
     Deposits                                          3,900        5,256
     Borrowings                                        1,336        1,098
          Total interest expense                       5,236        6,354
Net interest income                                    6,373        5,169
Provision for loan losses                              1,142          427
Noninterest income:
     Service charges on deposit
      accounts                                           694          698
     Trust fees                                           54           55
     Income from bank owned insurance                    171          138
     Other                                               361          275
          Total noninterest income                     1,280        1,166
Noninterest expense:
     Salaries and employee benefits                    2,619        2,363
     Occupancy expense                                   311          316
     Furniture and equipment expense                     263          273
     Data processing expense                             147          107
     Other                                             1,433        1,320
          Total noninterest expense                    4,773        4,379
Income before income taxes                             1,738        1,529
Income taxes                                             486          422
NET INCOME                                            $1,252       $1,107



OHIO VALLEY BANC CORP - Consolidated Balance Sheets (Unaudited)

(in 000's)                                     March 31,          December 31,
                                                 2002                2001
                                           ----------------     ----------------
ASSETS
Cash and noninterest-bearing
 deposits with banks                            $15,874              $17,288
Federal funds sold                               24,600                9,000
     Total cash and cash equivalents             40,474               26,288
Interest-bearing balances with banks              1,791                1,264
Securities available-for-sale                    54,079               61,559
Securities held-to-maturity
  (estimated fair value:  2002 -
  $14,688 , 2001 - $14,421)                      14,303               13,973
Total loans                                     517,676              508,660
  Less:  Allowance for loan losses               (6,377)              (6,251)
     Net loans                                  511,299              502,409
Premises and equipment, net                       8,449                8,702
Accrued income receivable                         3,314                3,420
Intangible assets, net                            1,234                1,267
Bank owned life insurance                        12,237               12,089
Other assets                                      4,467                4,028
          Total assets                         $651,647             $634,999

LIABILITIES
Noninterest-bearing deposits                    $58,247              $56,735
Interest-bearing deposits                       421,748              399,126
     Total deposits                             479,995              455,861
Securities sold under agreements to
 repurchase                                      16,410               29,274
Other borrowed funds                             87,137               90,856
Obligated mandatorily redeemable
 capital securities of subsidiary trust          13,500                5,000
Accrued liabilities                               7,590                7,708
          Total liabilities                     604,632              588,699

SHAREHOLDERS' EQUITY
Common stock ($1.00 stated value,
 10,000,000 shares authorized; 2002 -
 3,592,956 shares issued,
 2001 - 3,579,250 shares issued)                  3,593                3,579
Additional paid-in capital                       29,524               29,207
Retained Earnings                                16,677               15,979
Accumulated other comprehensive income              729                1,043
Treasury stock at cost (2002 and 2001 -
 129,990 shares)                                 (3,508)              (3,508)
          Total shareholders' equity             47,015               46,300
               Total liabilities and
                 shareholders' equity           $651,647            $634,999


Contact:    Scott Shockey or Chris Petro
            1-800-468-6682 or (740) 446-2631