**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**


(Mark
      One)





x
            QUARTERLY
                REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIESEXCHANGE
                ACT OF 1934





For
      the
      quarterly period ended  September
      30, 2008





OR





 ̈
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESAND
                EXCHANGE ACT





For
      the
      transition period from ____________ to _______________





Commission
      File Number:  0-16540





**UNITED
      BANCORP, INC.**







**(Exact
      name of registrant as specified in its charter)**





Ohio
            
            34-1405357(State
                or other jurisdiction of
            
            (IRS
                Employer Identification No.)incorporation
                or organization)





201
      South
      Fourth Street, Martins Ferry, Ohio 43935-0010





(Address
      of principal executive offices)





(740)
      633-0445





(Registrant’s
      telephone number, including area code)





N/A





(Former
      name, former address and former fiscal year, if changed since last
      report)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports) and (2) has been subject to such filing requirements
      for
      the past 90 days.





Yes x  No  ̈





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





Large
      accelerated filer  ̈  Accelerated
      filer  ̈


Non-accelerated
      filer  ̈  Smaller
      Reporting Company x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act)





Yes  ̈  No x





Indicate
      the number of shares outstanding of the issuer’s classes of common stock as of
      the latest practicable date: As of November 12, 2008, 5,030,495 shares of the
      Company’s common stock, $0.01 par value, were issued and
      outstanding.









**United
      Bancorp, Inc.**




**Contents**




**PART
                I - FINANCIAL INFORMATION**Item
                1 Consolidated Condensed Balance Sheets
            3Consolidated
                Condensed Statements of Income
            4Consolidated
                Condensed Statements of Comprehensive Income
            5Consolidated
                Condensed Statements of Cash Flows
            6Notes
                to Consolidated Condensed Financial Statements
            8Item
                  2 Management’s Discussion and Analysis of Financial Condition and Results
                  of Operations
            19Item
                3 Quantitative and Qualitative Disclosures About Market
                Risk
            28Item
                4 Controls and Procedures
            28**PART
                II - OTHER INFORMATION**Item
                1 Legal Proceedings
            29Item
                1A Risk Factors
            29Item
                2 Unregistered Sales of Equity Securities and Use of
                Proceeds
            29Item
                3 Defaults Upon Senior Securities
            30Item
                4 Submission of Matters to a Vote of Security Holders
            30Item
                5 Other Information
            30Item
                6 Exhibits
            30**SIGNATURES**
            31




2




**ITEM
      1. Financial Statements**





**United
      Bancorp, Inc.**


**Consolidated
      Condensed Balance Sheets**


**(In
      thousands, except share data)**


**September 30**
              
              **December
                  31,****2008**
              
              **2007**(Unaudited)**Assets**Cash
                  and due from banks
              
              $
              6,755
              
              $
              4,678Interest-bearing
                  demand deposits
              
              
              17,552
              
              
              7,646Federal
                  funds sold
              
              
              20,189
              
              
              —Cash
                  and cash equivalents
              
              
              44,496
              
              
              12,324Available-for-sale
                  securities
              
              
              128,779
              
              
              165,324Held-to-maturity
                  securities
              
              
              15,768
              
              
              16,142Loans,
                  net of allowance for loan losses of $2,965 and $2,447 at September
                  30,
                  2008 and December 31, 2007, respectively
              
              
              236,785
              
              
              232,197Premises
                  and equipment
              
              
              7,054
              
              
              7,077Federal
                  Home Loan Bank stock
              
              
              4,746
              
              
              4,624Foreclosed
                  assets held for sale, net
              
              
              620
              
              
              525Accrued
                  interest receivable
              
              
              3,030
              
              
              3,146Deferred
                  federal income taxes
              
              
              750
              
              
              180Bank-owned
                  life insurance
              
              
              9,465
              
              
              9,296Other
                  assets
              
              
              1,686
              
              
              535Total
                  assets
              
              $
              453,179
              
              $
              451,370**Liabilities
                  and Stockholders’
                  Equity****Liabilities**DepositsDemand
              
              $
              149,566
              
              $
              146,057Savings
              
              
              39,301
              
              
              27,816Time
              
              
              161,135
              
              
              156,615Total
                  deposits
              
              
              350,002
              
              
              330,488Short-term
                  borrowings
              
              
              8,098
              
              
              19,609Federal
                  Home Loan Bank advances
              
              
              55,871
              
              
              58,926Trade
                  date security purchases
              
              
              —
              
              
              3,000Subordinated
                  debentures
              
              
              4,000
              
              
              4,000Interest
                  payable and other liabilities
              
              
              2,933
              
              
              1,460Total
                  liabilities
              
              
              420,904
              
              
              417,483**Commitments
                  and Contingencies**
              
              
              —
              
              
              —**Stockholders’
                  Equity**Preferred
                  stock, no par value, authorized 2,000,000 shares; no shares issued
              
              
              —
              
              
              —Common
                  stock, $1 par value; authorized 10,000,000 shares; issued September
                  30,
                  2008 – 5,190,304 shares and December 31, 2007 – 5,178,869
                  shares
              
              
              5,190
              
              
              5,179Additional
                  paid-in capital
              
              
              26,326
              
              
              28,048Retained
                  earnings
              
              
              8,958
              
              
              7,112Stock
                  held by deferred compensation plan; 128,542 and 108,322 shares
                  at
                  September 30, 2008 and December 31, 2007, respectively
              
              
              (1,259
              )
              
              (1,051
              )Unearned
                  ESOP compensation
              
              
              (2,931
              )
              
              (2,931
              )Accumulated
                  other comprehensive loss
              
              
              (2,350
              )
              
              (500
              )Treasury
                  stock, at costSeptember
                  30, 2008 – 159,809 shares, December 31, 2007 – 190,266
                  shares
              
              
              (1,659
              )
              
              (1,970
              )Total
                  stockholders’ equity
              
              
              32,275
              
              
              33,887Total
                  liabilities and stockholders’ equity
              
              $
              453,179
              
              $
              451,370


*See
        Notes to Consolidated Condensed Financial Statements*




3




**United
      Bancorp, Inc.**


**Consolidated
      Condensed Statements of Income**


**(In
      thousands, except per share data)**


**Three
                  months ended**
              
              **Nine
                  months ended****September
                  30,**
              
              **September
                  30,****2008**
              
              **2007**
              
              **2008**
              
              **2007**(Unaudited)Interest
                  and dividend incomeLoans,
                  including fees
              
              $
              4,363
              
              $
              4,395
              
              $
              13,045
              
              $
              13,450Taxable
                  securities
              
              
              1,446
              
              
              1,709
              
              
              4,866
              
              
              4,553Non-taxable
                  securities
              
              
              445
              
              
              459
              
              
              1,341
              
              
              1,382Federal
                  funds sold
              
              
              —
              
              
              28
              
              
              9
              
              
              125Dividends
                  on Federal Home Loan Bank stock and other
              
              
              65
              
              
              82
              
              
              199
              
              
              237Total
                  interest and dividend income
              
              
              6,319
              
              
              6,673
              
              
              19,460
              
              
              19,747Interest
                  expenseDepositsDemand
              
              
              325
              
              
              1,075
              
              
              1,418
              
              
              2,869Savings
              
              
              42
              
              
              34
              
              
              107
              
              
              94Time
              
              
              1,412
              
              
              2,062
              
              
              4,650
              
              
              6,108Borrowings
              
              
              568
              
              
              636
              
              
              1,832
              
              
              1,818Total
                  interest expense
              
              
              2,347
              
              
              3,807
              
              
              8,007
              
              
              10,889Net
                  interest income
              
              
              3,972
              
              
              2,866
              
              
              11,453
              
              
              8,858Provision
                  for loan losses
              
              
              324
              
              
              283
              
              
              887
              
              
              657Net
                  interest income after provision for loan losses
              
              
              3,648
              
              
              2,583
              
              
              10,566
              
              
              8,201Noninterest
                  incomeService
                  charges on deposit accounts
              
              
              516
              
              
              481
              
              
              1,518
              
              
              1,336Realized
                  (losses) gains on sales of securities
              
              
              (14
              )
              
              —
              
              
              (14
              )
              
              1Realized
                  gains on sales of loans
              
              
              23
              
              
              13
              
              
              82
              
              
              9Realized
                  gains on sales of other real estate and repossessed assets
              
              
              9
              
              
              56
              
              
              12
              
              
              120Other
                  income
              
              
              204
              
              
              235
              
              
              654
              
              
              765Total
                  noninterest income
              
              
              738
              
              
              785
              
              
              2,252
              
              
              2,231Noninterest
                  expenseSalaries
                  and employee benefits
              
              
              1,782
              
              
              1,701
              
              
              4,869
              
              
              4,606Occupancy
                  and equipment
              
              
              323
              
              
              305
              
              
              984
              
              
              909Professional
                  services
              
              
              270
              
              
              153
              
              
              642
              
              
              457Insurance
              
              
              111
              
              
              98
              
              
              319
              
              
              272Franchise
                  and other taxes
              
              
              72
              
              
              104
              
              
              310
              
              
              271Advertising
              
              
              106
              
              
              92
              
              
              280
              
              
              277Stationery
                  and office supplies
              
              
              91
              
              
              72
              
              
              242
              
              
              192Provision
                  for losses on foreclosed real estate
              
              
              —
              
              
              —
              
              
              155
              
              
              —Other
                  expenses
              
              
              495
              
              
              480
              
              
              1,428
              
              
              1,353Total
                  noninterest expense
              
              
              3,250
              
              
              3,005
              
              
              9,229
              
              
              8,337Income
                  before federal income taxes (credits)
              
              
              1,136
              
              
              363
              
              
              3,589
              
              
              2,095Federal
                  income taxes (credits)
              
              
              239
              
              
              (29
              )
              
              764
              
              
              221Net
                  income
              
              $
              897
              
              $
              392
              
              $
              2,825
              
              $
              1,874EARNINGS
                  PER COMMON SHAREBasic
              
              $
              0.20
              
              $
              0.09
              
              $
              0.62
              
              $
              0.41Diluted
              
              $
              0.20
              
              $
              0.09
              
              $
              0.62
              
              $
              0.41**DIVIDENDS
                  PER COMMON SHARE**
              
              $
              0.14
              
              $
              0.13
              
              $
              0.40
              
              $
              0.39


*See
        Notes to Consolidated Condensed Financial Statements*




4




**United
      Bancorp, Inc.**


**Consolidated
      Condensed Statements of Comprehensive Income**


**(In
      thousands)**




**Three
                months ended**
            
            **Nine
                months ended****September
                30,**
            
            **September
                30,****2008**
            
            **2007**
            
            **2008**
            
            **2007**(Unaudited)Net
                income
            
            $
            897
            
            $
            392
            
            $
            2,825
            
            $
            1,874Other
                comprehensive income (loss), net of tax:Unrealized
                holding (losses) gains on securities during theperiod,
                net of taxes (benefits) of $(272), $936,$(958)
                and $(8) for each respective period
            
            
            (528
            )
            
            1,817
            
            
            (1,859
            )
            
            (16
            )Reclassification
                adjustment for realized (gains) lossesincluded
                in income, net of taxes of $5 for both the threeand
                nine months periods ended September 30, 2008
            
            
            9
            
            
            —
            
            
            9
            
            
            (1
            )Amortization
                of prior service costs and actuariallosses,
                net of tax effects of $4
            
            
            —
            
            
            —
            
            
            
            
            
            10Comprehensive
                income
            
            $
            378
            
            $
            2,209
            
            $
            975
            
            $
            1,867Accumulated
                comprehensive loss
            
            $
            (2,350
            )
            $
            (1,919
            )
            $
            (2,350
            )
            $
            (1,919
            )


*See
        Notes to Consolidated Condensed Financial Statements*




5




**United
      Bancorp, Inc.**


**Consolidated
      Condensed Statements of Cash Flows**


**For
      the Nine Months Ended September 30, 2008 and 2007**


**(In
      thousands)**


**(Unaudited)**





**2008**
            
            **2007****Operating
                Activities**Net
                income
            
            $
            2,825
            
            $
            1,874Items
                not requiring (providing) cashDepreciation
                and amortization
            
            
            420
            
            
            350Provision
                for loan losses
            
            
            887
            
            
            657Provision
                for losses on foreclosed assets
            
            
            155
            
            
            —Increase
                in value of bank-owned life insurance
            
            
            (169
            )
            
            (221
            )Federal
                Home Loan Bank stock dividends
            
            
            (122
            )
            
            (68
            )Realized
                gain on sales of securities
            
            
            —
            
            
            (1
            )Losses
                on called securities
            
            
            14Amortization
                of premiums and discounts on securities, net
            
            
            50
            
            
            86Realized
                gains on sales of loans
            
            
            (109
            )
            
            (4
            )Realized
                gain on sale of repossessed assets
            
            
            (12
            )
            
            (117
            )Deferred
                income taxes
            
            
            510
            
            
            —Amortization
                of mortgage servicing rights
            
            
            60
            
            
            54Net
                change in accrued interest receivable and other assets
            
            
            (720
            )
            
            (1,273
            )Net
                change in accrued expenses and other liabilities
            
            
            (2,025
            )
            
            (60
            )Net
                cash provided by operating activities
            
            
            1,764
            
            
            1,277**Investing
                Activities**Securities
                available for sale:Sales,
                maturities, prepayments and calls
            
            
            76,722
            
            
            12,185Purchases
            
            
            (42,452
            )
            
            (38,420
            )Securities
                held to maturity:Maturities,
                prepayments and calls
            
            
            400
            
            
            1,160Trade
                date securities purchase
            
            
            —
            
            
            (2,886
            )Net
                change in loans
            
            
            (5,327
            )
            
            4,150Purchases
                of premises and equipment
            
            
            (396
            )
            
            (178
            )Net
                cash received from branch acquisition
            
            
            30,929
            
            
            —Proceeds
                from sale of real estate owned
            
            
            12
            
            
            835Net
                cash provided by (used in) investing activities
            
            
            59,888
            
            
            (23,154
            )


*See
        Notes to Consolidated Condensed Financial Statements*




6




**United
      Bancorp, Inc.**


**Consolidated
      Condensed Statements of Cash Flows (continued)**


**For
      the Nine Months Ended September 30, 2008 and 2007**


**(In
      thousands)**


**(Unaudited)**





**2008**
            
            **2007****Financing
                Activities**Net
                change in deposits
            
            $
            (12,826
            )
            $
            19,682Net
                change in borrowings
            
            
            (15,046
            )
            
            3,382Treasury
                stock (purchased) issued
            
            
            311
            
            
            (745
            )Proceeds
                from issuance of common stock
            
            
            93
            
            
            350Cash
                dividends paid on common stock
            
            
            (2,012
            )
            
            (1,960
            )Net
                cash (used in) provided by financing activities
            
            
            (29,480
            )
            
            20,709**Increase
                (Decrease) in Cash and Cash Equivalents**
            
            
            32,172
            
            
            (1,168
            )**Cash
                and Cash Equivalents, Beginning of Period**
            
            
            12,324
            
            
            14,554**Cash
                and Cash Equivalents, End of Period**
            
            $
            44,496
            
            $
            13,386**Supplemental
                Cash Flows Information**Interest
                paid on deposits and borrowings
            
            $
            7,715
            
            $
            10,097Federal
                income taxes paid
            
            $
            750
            
            $
            246**Supplemental
                Disclosure of Non-Cash Investing and Financing
                Activities**Transfers
                from loans to real estate and other repossessed assets
            
            $
            427
            
            $
            743Unrealized
                losses on securities designated as available for sale, net of related
                tax
                effects
            
            $
            (1,859
            )
            $
            (16
            )Recognition
                of mortgage servicing rights
            
            $
            41
            
            $
            86




See
      Notes
      to Consolidated Condensed Financial Statements




7




**United
      Bancorp, Inc.**


**Notes
      to Consolidated Financial Statements**


**For
      the Nine and Three Months Ended September 30, 2008 and
      2007**




**Note
                1:**
            **Summary
                of Significant Accounting
                Policies**




These
      interim financial statements are prepared without audit and reflect all
      adjustments which, in the opinion of management, are necessary to present fairly
      the financial position of United Bancorp, Inc. (“Company”) at September 30,
      2008, and its results of operations and cash flows for the nine and three month
      periods presented. All such adjustments are normal and recurring in nature.
      The
      accompanying condensed consolidated financial statements have been prepared
      in
      accordance with the instructions for Form 10-Q and, therefore, do not purport
      to
      contain all the necessary financial disclosures required by accounting
      principles generally accepted in the United States of America that might
      otherwise be necessary in the circumstances and should be read in conjunction
      with the Company’s consolidated financial statements and related notes for the
      year ended December 31, 2007 included in its Annual Report on Form 10-K.
      Reference is made to the accounting policies of the Company described in the
      Notes to the Consolidated Financial Statements contained in its Annual Report
      on
      Form 10-K. Except for the adoption of EITF 06-4, as described in “Recent
      Accounting Pronouncements,” the Company has consistently followed these policies
      in preparing this Form 10-Q. The results of operations for the nine and three
      months ended September 30, 2008, are not necessarily indicative of the results
      to be expected for the full year.




***Principles
      of Consolidation***




The
      consolidated financial statements include the accounts of United Bancorp, Inc.
      (“United” or “the Company”) and its wholly-owned subsidiary, The Citizens
      Savings Bank of Martins Ferry, Ohio (“the Bank” or “Citizens”). For periods
      prior to July 1, 2007, the consolidated financial statements include the Company
      and its two wholly-owned subsidiaries, Citizens and The Community Bank.
      Effective July 1, 2007, the Company merged The Community Bank into The Citizens
      Savings Bank and now operates that market area as The Community Bank, a division
      of The Citizens Savings Bank and operates The Citizens Bank, a division of
      The
      Citizens Savings Bank. All intercompany transactions and balances have been
      eliminated in consolidation.




On
      September 19, 2008, Citizens acquired from the Federal Deposit Insurance
      Corporation (“FDIC”) the deposits of three banking offices of a failed
      institution in Belmont County, Ohio. Deposits acquired totaled approximately
      $32
      million. The agreement provided the Bank with the option to purchase the office
      premises for the three banking locations. Management anticipates that such
      purchases will require expenditures of approximately $1.5 million.




***Nature
      of Operations***




The
      Company’s revenues, operating income, and assets are almost exclusively derived
      from banking. Accordingly, all of the Company’s banking operations are
      considered by management to be aggregated in one reportable operating segment.
      Customers are mainly located in Athens, Belmont, Carroll, Fairfield, Harrison,
      Hocking, Jefferson, and Tuscarawas Counties and the surrounding localities
      in
      northeastern, east-central and southeastern Ohio, and include a wide range
      of
      individuals, businesses and other organizations. The Citizens Bank division
      conducts its business through its main office in Martins Ferry, Ohio and twelve
      branches in Bridgeport, Colerain, Dellroy, Dillonvale, Dover, Jewett, New
      Philadelphia, St. Clairsville East, Saint Clairsville West, Sherrodsville,
      Strasburg, and Tiltonsville, Ohio. The Community Bank division conducts its
      business through its main office in Lancaster, Ohio and six offices in
      Amesville, Glouster, Lancaster, and Nelsonville, Ohio. The Company’s primary
      deposit products are checking, savings, and term certificate accounts, and
      its
      primary lending products are residential mortgage, commercial, and installment
      loans. Substantially all loans are secured by specific items of collateral
      including business assets, consumer assets and real estate and are not
      considered “sub prime” type loans.




8




**United
      Bancorp, Inc.**


**Notes
      to Consolidated Financial Statements**


**For
      the Nine and Three Months Ended September 30, 2008 and
      2007**




Commercial
      loans are expected to be repaid from cash flow from operations of businesses.
      Real estate loans are secured by both residential and commercial real estate.
      Net interest income is affected by the relative amount of interest-earning
      assets and interest-bearing liabilities and the interest received or paid on
      these balances. The level of interest rates paid or received by the Company
      can
      be significantly influenced by a number of environmental factors, such as
      governmental monetary policy, that are outside of management’s
      control.




***Use
      of Estimates***




To
      prepare financial statements in conformity with accounting principles generally
      accepted in the United States of America, management makes estimates and
      assumptions based on available information. These estimates and assumptions
      affect the amounts reported in the financial statements and the disclosures
      provided and future results could differ. The allowance for loan losses and
      fair
      values of financial instruments are particularly subject to change.




***Allowance
      for Loan Losses***




The
      allowance for loan losses is a valuation allowance for probable incurred credit
      losses, increased by the provision for loan losses and decreased by charge-offs
      less recoveries. Management estimates the allowance balance required based
      on
      past loan loss experience, the nature and volume of the portfolio, information
      about specific borrower situations and estimated collateral values, economic
      conditions and other factors. Allocations of the allowance may be made for
      specific loans, but the entire allowance is available for any loan that, in
      management’s judgment, should be charged-off. Loan losses are charged against
      the allowance when management believes the uncollectibility of a loan balance
      is
      confirmed. The Company accounts for impaired loans in accordance with Statement
      of Financial Accounting Standards (“SFAS”) No. 114, “Accounting for Creditors
      for Impairment of a Loan.” SFAS 114 requires that impaired loans be measured
      based upon the present value of expected future cash flows discounted at the
      loan’s effective interest rate or, as an alternative, at the loan’s observable
      market price or fair value of the collateral. A loan is defined under SFAS
      No.
      114 as impaired when, based on current information and events, it is probable
      that a creditor will be unable to collect all amounts due according to the
      contractual terms of the loan agreement. In applying the provisions of SFAS
      No.
      114, the Company considers its investment in one-to-four family residential
      loans and consumer installment loans to be homogenous and therefore excluded
      from separate identification for evaluation of impairment. With respect to
      the
      Company’s investment in nonresidential and multi-family residential real estate
      loans, and its evaluation of impairment thereof, such loans are generally
      collateral dependent and, as a result, are carried as a practical expedient
      at
      the fair value of the collateral.




Collateral
      dependent loans which are more than ninety days delinquent are considered to
      constitute more than a minimum delay in repayment and are evaluated for
      impairment under SFAS No. 114 at that time.




9


**United
        Bancorp, Inc.**
 **Notes
        to Consolidated Financial Statements**
 **For
        the Nine and Three Months Ended September 30, 2008 and
        2007**


***Mortgage
      Servicing Assets***




A
      summary
      of the Company’s mortgage servicing assets (included in other assets) as of and
      for the nine months ended September 30, 2008 and 2007 is as
      follows:




**September
                30,****2008**
            
            **2007**(In
                thousands)Beginning
                balance
            
            $
            439
            
            $
            403Recognition
                of mortgage servicing rights on sale of loans
            
            
            41
            
            
            86Amortization
                during the period
            
            
            (62
            )
            
            (54
            )Net
                carrying value
            
            $
            418
            
            $
            435




10


**United
        Bancorp, Inc.**
 **Notes
        to Consolidated Financial Statements**
 **For
        the Nine and Three Months Ended September 30, 2008 and
        2007**




***Earnings
      Per Share***




Basic
      earnings per common share is computed based upon the weighted-average number
      of
      common shares outstanding during the period, less shares in the ESOP which
      are
      unallocated and not committed to be released. At September 30, 2008 and 2007,
      the ESOP held 307,274 and 354,551 unallocated shares, respectively, which were
      not included in weighted-average common shares outstanding. Diluted earnings
      per
      common share include the dilutive effect of additional potential common shares
      issuable under the Company’s stock option plans.




**Three months ended**
              **September 30,**
            
            **Nine months ended**
              **September 30,****2008**
            
            **2007**
            
            **2008**
            
            **2007****Basic**Net
                income (In thousands)
            
            $
            897
            
            $
            392
            
            $
            2,825
            
            $
            1,874Weighted
                average common shares outstanding
            
            
            4,593,728
            
            
            4,579,381
            
            
            4,581,958
            
            
            4,564,741Basic
                earnings per common share
            
            $
            0.20
            
            $
            0.09
            
            $
            0.62
            
            $
            0.41**Diluted**Net
                income (In thousands)
            
            $
            897
            
            $
            392
            
            $
            2,825
            
            $
            1,874Weighted
                average common shares outstanding for basic earnings per common
                share
            
            
            4,593,728
            
            
            4,579,381
            
            
            4,581,958
            
            
            4,564,741Add:
                Dilutive effects of assumed exercise of stock options
            
            
            197
            
            
            2,074
            
            
            197
            
            
            2,024Average
                shares and dilutive potential common shares
            
            
            4,593,925
            
            
            4,581,455
            
            
            4,582,155
            
            
            4,566,765Diluted
                earnings per common share
            
            $
            0.20
            
            $
            0.09
            
            $
            0.62
            
            $
            0.41Number
                of stock options not considered in computing diluted earnings per
                share
                due to antidilutive nature
            
            
            29,040
            
            
            12,100
            
            
            29,040
            
            
            12,100Weighted-average
                exercise price of anti-dilutive stock options
            
            $
            10.98
            
            $
            9.83
            
            $
            10.98
            
            $
            9.83




Options
      to purchase 55,528 shares of common stock at a weighted-average exercise price
      of $10.34 per share were outstanding at September 30, 2008, but 29,040 options
      to purchase common stock were not included in the computation of diluted EPS
      because the options’ exercise price was greater than the average market price of
      the common shares. Options to purchase 55,528 shares of common stock at a
      weighted-average $10.34 per share were outstanding at September 30, 2007, but
      12,100 options to purchase common stock were not included in the computation
      of
      diluted EPS because the options’ exercise price was greater than the average
      market price of the common shares.


11
  **United
          Bancorp, Inc.**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Nine and Three Months Ended September 30, 2008 and
          2007**




***Stock
      Options***




The
      Company maintains a nonqualified stock option plan for directors and officers.
      The exercise price for options granted under this plan is no less than 100%
      of
      the fair market value of the shares on the date of grant, adjusted for stock
      splits in the form of a dividend.




The
      Company accounts for its stock option plan in accordance with SFAS No. 123(R),
      “Share-Based Payment,” which requires that the cost related to the fair value of
      grants of stock options be recognized in the financial statements.




The
      compensation cost recorded for unvested equity-based awards is based on their
      grant-date fair value. For the nine month periods ended September 30, 2008
      and
      2007, the Company recorded approximately $9,000 and $15,000, respectively,
      in
      compensation costs for stock option awards that vested in each period. The
      Company has approximately $86,000 of total unrecognized compensation expense
      related to non-vested equity-based awards granted under its stock incentive
      plan
      as of September 30, 2008, which is expected to be recognized over a remaining
      weighted-average period of 6.3 years.




No
      stock
      options were granted during the nine month periods ended September 30, 2008
      and
      2007.




There
      are
      no remaining options available for grant under the Company’s 1996 plan as of
      September 30, 2008. A summary of the status of the Company’s stock option plan
      for the nine months ended September 30, 2008 and 2007 is presented
      below:




**2008**
            
            **2007****Shares**
            
            **Weighted-**
              **Average**
              **Exercise Price**
            
            **Shares**
            
            **Weighted-**
              **Average**
              **Exercise Price**Outstanding
                at January 1,
            
            
            55,528
            
            $
            10.34
            
            
            69,488
            
            $
            10.73Granted
            
            
            —
            
            
            —
            
            
            —
            
            
            —Exercised
            
            
            —
            
            
            —
            
            
            —
            
            
            —Forfeited
            
            
            —
            
            
            —
            
            
            (13,960
            )
            
            12.00Outstanding
                at end of period
            
            
            55,528
            
            $
            10.34
            
            
            55,528
            
            $
            10.34Options
                exercisable at period-end
            
            
            —
            
            $
            —
            
            
            —
            
            $
            —




At
      the
      Company’s Annual Shareholder meeting that was held on April 16, 2008, a 2008
      Stock Incentive Plan was approved by the shareholders. The Plan provides for
      awards of up to 500,000 common shares in the form of stock options, restricted
      stock and stock warrants. No awards have been granted under this
      plan.




12


**United
          Bancorp, Inc.**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Nine and Three Months Ended September 30, 2008 and
          2007**




***Income
      Taxes***




The
      Company adopted the provisions of FASB Interpretation 48, “Accounting for
      Uncertainty in Income Taxes,” on January 1, 2007. Previously, the Company had
      accounted for tax contingencies in accordance with SFAS No. 5, “Accounting for
      Contingencies.” As required by Interpretation 48, which clarifies Statement No.
      109, “Accounting for Income Taxes,” the Company recognizes the financial
      statement benefit of a tax position only after determining that the relevant
      tax
      authority would more likely than not sustain the position following an audit.
      For tax positions meeting the more-likely-than-not threshold, the amount
      recognized in the financial statements is the largest benefit that has a greater
      than 50 percent likelihood of being realized upon ultimate settlement with
      the
      relevant tax authority. At the adoption date, the Company applied Interpretation
      48 to all tax positions for which the statute of limitations remained open.
      As a
      result of the implementation of Interpretation 48, the Company was not required
      to record any liability for unrecognized tax benefits as of January 1, 2007.
      There have been no material changes in unrecognized tax benefits since January
      1, 2007.




The
      Company is subject to income taxes in the U.S. federal jurisdiction, as well
      as
      various state jurisdictions. Tax regulations within each jurisdiction are
      subject to the interpretation of the related tax laws and regulations and
      require significant judgment to apply. With few exceptions, the Company is
      no
      longer subject to U.S. federal, state and local income tax examinations by
      tax
      authorities for the years before 2005.




The
      Company will recognize, if applicable, interest accrued related to unrecognized
      tax benefits in interest expense and penalties in operating
      expenses.




***Recent
      Accounting Pronouncements***




In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 157, “Fair Value Measurements.” This Statement defines fair value,
      establishes a framework for measuring fair value and expands disclosures about
      fair value measurements. This Statement emphasizes that fair value is a
      market-based measurement and should be determined based on assumptions that
      a
      market participant would use when pricing an asset or liability. This Statement
      clarifies that market participant assumptions should include assumptions about
      risk as well as the effect of a restriction on the sale or use of an asset.
      Additionally, this Statement establishes a fair value hierarchy that provides
      the highest priority to quoted prices in active markets and the lowest priority
      to unobservable data. This Statement is effective for fiscal years beginning
      after November 15, 2007, or January 1, 2008 as to the Company, and
      interim periods within that fiscal year. The Company adopted SFAS No. 157
      effective January 1, 2008, as required, without material effect on the Company’s
      financial position or results of operations.




13


**United
          Bancorp, Inc.**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Nine and Three Months Ended September 30, 2008 and
          2007**




In
      September 2006, the FASB ratified the Emerging Issues Task Force’s (EITF) Issue
      06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects
      of Endorsement Split-Dollar Life Insurance Arrangements,” which requires
      companies to recognize a liability and related compensation costs for
      endorsement split-dollar life insurance policies that provide a benefit to
      an
      employee extending to postretirement periods. The liability should be recognized
      based on the substantive agreement with the employee. This Issue is effective
      beginning January 1, 2008. The Issue can be applied as either a change in
      accounting principle through a cumulative-effect adjustment to retained earnings
      as of the beginning of the year of adoption, or a change in accounting principle
      through retrospective application to all periods. The Company adopted Issue
      06-4
      effective January 1, 2008, as required. The Company recorded a liability and
      a
      corresponding charge to retained earnings totaling $1.0 million to recognize
      the
      commitment obligation under its split-dollar life insurance policies. The
      Company will recognize expense in 2008 totaling approximately $133,000 for
      these
      policies.




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities – Including an Amendment of FASB
      Statement No. 115.” This Statement allows companies the choice to measure many
      financial instruments and certain other items at fair value. The objective
      is to
      improve financial reporting by providing entities with the opportunity to
      mitigate volatility in reported earnings caused by measuring related assets
      and
      liabilities differently without having to apply complex hedge accounting
      provisions. This Statement is expected to expand the use of fair value
      measurement, which is consistent with the Board’s long-term measurement
      objectives for accounting for financial instruments. This Statement is effective
      as of the beginning of an entity’s first fiscal year that begins after November
      15, 2007, or January 1, 2008 as to the Company, and interim periods within
      that
      fiscal year. The Company adopted SFAS No. 159 effective January 1, 2008, as
      required, without material effect on the Company’s financial position or results
      of operations.




In
      December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
      Combinations,” which replaces SFAS No. 141. The Statement applies to all
      transactions or other events in which one entity obtains control of one or
      more
      businesses. It requires all assets acquired, liabilities assumed and any
      noncontrolling interest to be measured at fair value at the acquisition date.
      The Statement requires certain costs such as acquisition-related costs that
      were
      previously recognized as a component of the purchase price, and expected
      restructuring costs that were previously recognized as an assumed liability,
      to
      be recognized separately from the acquisition as an expense when
      incurred.




SFAS
      No.
      141(R) applies prospectively to business combinations for which the acquisition
      date is on or after the beginning of the first annual reporting period beginning
      on or after December 15, 2008 and may not be applied before that date.
      Management does not expect the adoption of SFAS No. 141(R) to have a material
      effect on the Company’s financial statements.




Concurrent
      with SFAS No. 141 (revised 2007), the FASB recently issued SFAS No.
      160, ** “Noncontrolling
      Interests in Consolidated Financial Statements, an Amendment of ARB 51.” SFAS
      No. 160 amends ARB 51 to establish accounting and reporting standards for the
      noncontrolling interest (formerly known as minority interest) in a subsidiary
      and for the deconsolidation of a subsidiary. A subsidiary, as defined by SFAS
      No. 160, includes a variable interest entity that is consolidated by a primary
      beneficiary.




14


**United
          Bancorp, Inc.**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Nine and Three Months Ended September 30, 2008 and
          2007**




A
      noncontrolling interest in a subsidiary, previously reported in the statement
      of
      financial position as a liability or in the mezzanine section outside of
      permanent equity, will be included within consolidated equity as a separate
      line
      item upon the adoption of SFAS No. 160. Further, consolidated net income will
      be
      reported at amounts that include both the parent (or primary beneficiary) and
      the noncontrolling interest with separate disclosure on the face of the
      consolidated statement of income of the amounts attributable to the parent
      and
      to the noncontrolling interest.




SFAS
      No.
      160 is effective for fiscal years, and interim periods within those fiscal
      years, beginning on or after December 15, 2008. Management does not expect
      the
      adoption of SFAS No. 160 to have a material effect on the Company’s financial
      statements.




**Note
                2:**
            **Allowance
                for Loan Losses**




The
      activity in the allowance for loan losses was as follows:




**Three
                months ended**
              **September
                30,**
            
            **Nine
                months ended**
              **September
                30,****2008**
            
            **2007**
            
            **2008**
            
            **2007**(In
                thousands)Beginning
                balance
            
            $
            2,870
            
            $
            2,188
            
            $
            2,447
            
            $
            2,345Provision
                for loan losses
            
            
            324
            
            
            283
            
            
            887
            
            
            657Loans
                charged-off
            
            
            (270
            )
            
            (313
            )
            
            (534
            )
            
            (966
            )Recoveries
                of previous charge-offs
            
            
            41
            
            
            60
            
            
            165
            
            
            182Ending
                balance
            
            $
            2,965
            
            $
            2,218
            
            $
            2,965
            
            $
            2,218




The
      Company’s impaired loans totaled $5.5 million and $3.4 million at September 30,
      2008 and December 31, 2007, respectively. The Company reviews each impaired
      loan
      to determine whether a specific allowance for loan loss is necessary. Based
      upon
      this review, an allowance for loan losses of $924,000 and $673,000 relates
      to
      impaired loans of $3.3 million and $2.3 million, at September 30, 2008 and
      December 31, 2007, respectively. At September 30, 2008 and December 31, 2007,
      impaired loans of $2.2 million and $1.1 million, respectively, had no related
      allowance for loan losses.




Interest
      income of $167,000 and $46,000 was recognized on average impaired loans of
      $4.4
      million and $2.8 million for the nine months ended September 30, 2008 and 2007,
      respectively. Interest income was recognized on impaired loans on a cash basis
      for each of the nine months ended September 30, 2008 and 2007.




At
      September 30, 2008 and December 31, 2007, accruing loans delinquent 90 days
      or more (including impaired loans of $785,000 at September 30, 2008 and $1.7
      million at December 31, 2007) totaled $1.6 million and $2.6 million,
      respectively. Non-accruing loans at September 30, 2008 and December 31, 2007
      (including impaired loans of $3.3 million at September 30, 2008 and $1.7 million
      at December 31, 2007) were $4.3 million and $1.8 million,
      respectively.




15


**United
          Bancorp, Inc.**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Nine and Three Months Ended September 30, 2008 and
          2007**




**Note
                3:**
            **Benefit
                Plans**




Pension
      expense includes the following:




**Three
                months ended**
              **September
                30,**
            
            **Nine
                months ended**
              **September
                30,****2008**
            
            **2007**
            
            **2008**
            
            **2007**(In
                thousands)Service
                cost
            
            $
            59
            
            $
            65
            
            $
            177
            
            $
            195Interest
                cost
            
            
            45
            
            
            46
            
            
            135
            
            
            138Expected
                return on assets
            
            
            (59
            )
            
            (54
            )
            
            (177
            )
            
            (162
            )Amortization
                of prior service cost, transition liability, net gain and plan amendment
            
            
            15
            
            
            15
            
            
            45
            
            
            45Pension
                expense
            
            $
            60
            
            $
            72
            
            $
            180
            
            $
            216




In
      addition to the Company’s normal pension expense in the table above, during the
      nine months ended September 30, 2008, the Company recorded an additional expense
      of approximately $251,000 as certain participants in the Company’s defined
      benefit plan were paid lump sum distributions from the plan. Management
      anticipates the Company will incur approximately $25,000 of additional
      settlement accounting expense under the provisions of SFAS No. 88, during the
      quarter ending December 31, 2008.





**Note
                4:**
            **Off-Balance
                Sheet Activities**




Some
      financial instruments, such as loan commitments, credit lines, letters of credit
      and overdraft protection, are issued to meet customer financing needs. These
      are
      agreements to provide credit or to support the credit of others, as long as
      conditions established in the contracts are met, and usually have expiration
      dates. Commitments may expire without being used. Off-balance sheet risk to
      credit loss exists up to the face amount of these instruments, although material
      losses are not anticipated. The same credit policies are used to make such
      commitments as are used for loans, including obtaining collateral at exercise
      of
      the commitment.




A
      summary
      of the notional or contractual amounts of financial instruments with off-balance
      sheet risk at the indicated dates is as follows:




**September
                30,**
            
            **December
                31,****2008**
            
            **2007**(Unaudited)(In
                thousands)Commitments
                to extend credit
            
            $
            43,669
            
            $
            44,692Standby
                letters of credit
            
            
            795
            
            
            565




16


**United
          Bancorp, Inc.**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Nine and Three Months Ended September 30, 2008 and
          2007**




**Note
                5:**
            **Fair
                Value Measurements**




Effective
      January 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements.”
SFAS No. 157 defines fair value, establishes a framework for measuring fair
      value and expands disclosures about fair value measurements. SFAS No. 157 has
      been applied prospectively as of the beginning of the period.




SFAS
      No.
      157 defines fair value as the price that would be received to sell an asset
      or
      paid to transfer a liability in an orderly transaction between market
      participants at the measurement date. SFAS No. 157 also establishes a fair
      value
      hierarchy which requires an entity to maximize the use of observable inputs
      and
      minimize the use of unobservable inputs when measuring fair value. The standard
      describes three levels of inputs that may be used to measure fair
      value:




**Level
                  1**
                Quoted
                    prices in active markets for identical assets or
                    liabilities




**Level
              2**
            Observable
                inputs other than Level 1 prices, such as quoted prices for similar
                assets
                or liabilities; quoted prices in markets that are not active; or
                other
                inputs that are observable or can be corroborated by observable market
                data for substantially the full term of the assets or
                liabilities




**Level
              3**
            Unobservable
                inputs that are supported by little or no market activity and that
                are
                significant to the fair value of the assets or
                liabilities




Following
      is a description of the valuation methodologies used for instruments measured
      at
      fair value on a recurring basis and recognized in the accompanying balance
      sheet, as well as the general classification of such instruments pursuant to
      the
      valuation hierarchy.




***Available-for-sale
      Securities***




Where
      quoted market prices are available in an active market, securities are
      classified within Level 1 of the valuation hierarchy. Level 1
      securities include highly liquid government agency bonds and mortgage-backed
      securities. If quoted market prices are not available, then fair values are
      estimated by using pricing models, quoted prices of securities with similar
      characteristics or discounted cash flows. Level 2 securities include
      certain collateralized mortgage and debt obligations and certain municipal
      securities. In certain cases where Level 1 or Level 2 inputs are not available,
      securities are classified within Level 3 of the hierarchy and include other
      less
      liquid securities.




17


**United
          Bancorp, Inc.**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Nine and Three Months Ended September 30, 2008 and
          2007**




The
      following table presents the fair value measurements of assets and liabilities
      recognized in the accompanying balance sheet measured at fair value on a
      recurring basis and the level within the SFAS No. 157 fair value hierarchy
      in
      which the fair value measurements fall at September 30, 2008:




**Fair
                Value Measurements Using****Fair
                Value**
            
            **Quoted
                Prices**
              **in
                Active**
              **Markets
                for**
              **Identical**
              **Assets**
              **(Level
                1)**
            
            **Significant**
              **Other**
              **Observable**
              **Inputs**
              **(Level
                2)**
            
            **Significant**
              **Unobservable**
              **Inputs**
              **(Level
                3)**(In
                thousands)Available-for-sale
                securities
            
            $
            128,779
            
            $
            —
            
            $
            128,779
            
            $
            —




***Impaired
      Loans***




At
      September 30, 2008, impaired loans consisted primarily of loans secured by
      nonresidential real estate. Management has determined fair value measurements
      on
      impaired loans primarily through evaluations of appraisals
      performed.




The
      following table presents the fair value measurements of assets and liabilities
      measured at fair value on a nonrecurring basis and the level within the SFAS
      No.
      157 fair value hierarchy in which the fair value measurements fall at September
      30, 2008.




**Fair
                Value Measurements Using****Fair
                Value**
            
            **Quoted
                Prices**
              **in
                Active**
              **Markets
                for**
              **Identical**
              **Assets**
              **(Level
                1)**
            
            **Significant**
              **Other**
              **Observable**
              **Inputs**
              **(Level
                2)**
            
            **Significant**
              **Unobservable**
              **Inputs**
              **(Level
                3)**(In
                thousands)Impaired
                loans
            
            $
            1,533
            
            $
            —
            
            $
            —
            
            $
            1,533




18


**United
                      Bancorp, Inc.****ITEM
                      2**
                  **Management’s
                      Discussion and Analysis of Financial****Condition
                      and Results of
                      Operations**
  The
        following discusses the financial condition of the Company as of September
        30,
        2008, as compared to December 31, 2007, and the results of operations for
        the
        nine and three month periods ended September 30, 2008, compared to the same
        periods in 2007. This discussion should be read in conjunction with the interim
        condensed consolidated financial statements and related footnotes included
        herein.




**Introduction**




The
      Company’s net interest margin of 4.08% for the nine months ended September 30,
      2008, generated an increase of approximately $2.6 million in net interest income
      over the same period in 2007. As a result, the Company has experienced an
      improvement in earnings per share of 51.2% for the nine months ended September
      30, 2008.




We
      believe the Company’s positive results of operations for the nine months ended
      September 30, 2008 are a result of several factors, including: (1) reductions
      by
      the Federal Reserve in prior periods of short term interest rates; (2) enhanced
      service charge income on deposit accounts; and (3) the operational efficiencies
      gained from the full integration of our two subsidiary banks. As a result of
      previous reductions in short term interest rates by the Federal Reserve, we
      are
      projecting the Company’s net interest margin to reflect continued improvements
      in 2008. In addition, the increases in service charge income on deposit accounts
      for the nine months ended September 30, 2008 reflects the continuing positive
      impact of the Company’s courtesy overdraft and merchant check capture programs,
      which programs are expected to enhance revenues for the remainder of 2008.
      Finally, the Company’s management team has worked aggressively to fully
      integrate the operations of the Company’s subsidiary commercial banks, which
      merged under one charter in July 2007. With the operational efficiencies gained
      from the full integration of our two subsidiary banks and the streamlining
      of
      our management and operational support positions, which has reduced time and
      money spent on duplicated efforts, we anticipate a continuation of solid
      earnings improvement throughout 2008. Also, as of September 19, 2008, Citizens
      acquired from the FDIC the deposits of three banking offices of a failed
      institution in Belmont County, Ohio. Total customer deposits acquired were
      approximately $32 million of low cost core deposits. While this did not
      materially impact the net operating results of the Company for the nine months
      ended September 30, 2008, we anticipate this acquisition to be accretive to
      earnings in the first quarter of 2009.




**Forward-Looking
      Statements**




When
      used
      in this document, the words or phrases “will likely result,” “are expected to,”
“will continue,” “is anticipated,” “estimated,” “projected” or similar
      expressions are intended to identify “forward looking statements” within the
      meaning of the Private Securities Litigation Reform Act of 1995. Such statements
      are subject to certain risks and uncertainties including changes in economic
      conditions in the Bank’s market areas, changes in policies by regulatory
      agencies, fluctuations in interest rates, demand for loans in the Bank’s market
      areas and competition, that could cause actual results to differ materially
      from
      historical earnings and those presently anticipated or projected. Factors listed
      above could affect the Company’s financial performance and could cause the
      Company’s actual results for future periods to differ materially from any
      statements expressed with respect to future periods.




The
      Company is not aware of any trends, events or uncertainties that will have
      or
      are reasonably likely to have a material effect on its financial condition,
      results of operations, liquidity or capital resources except as discussed
      herein. The Company is not aware of any current recommendation by regulatory
      authorities that would have such effect if implemented.




19


**United
        Bancorp, Inc.**
 **Management’s
        Discussion and Analysis of Financial**
 **Condition
        and Results of Operations**




The
      Company does not undertake, and specifically disclaims any obligation, to
      publicly revise any forward-looking statements to reflect events or
      circumstances after the date such statements were made or to reflect the
      occurrence of anticipated or unanticipated events.




**Legislative
      Developments**




In
      response to the financial crises affecting the banking system and financial
      markets and going concern threats to investment banks and other financial
      institutions, on October 3, 2008, the Emergency Economic Stabilization Act
      of
      2008 (“EESA”) was signed into law. Pursuant to EESA, the U.S. Treasury will have
      the authority to, among other things, purchase up to $700 billion of mortgages,
      mortgaged-backed securities and certain other financial instruments from
      financial institutions for the purpose of stabilizing and providing liquidity
      to
      the U.S. financial markets. On October 14, 2008, the Department of the Treasury
      announced that it would purchase equity stakes in a wide variety of banks and
      thrifts using $250 billion of capital from the EESA funds under a program known
      as the Troubled Asset Relief Program Capital Purchase Program (the “TARP Capital
      Purchase Program”). The TARP Capital Purchase Program involves the purchase by
      the Treasury of preferred stock in financial institutions with warrants to
      purchase common stock. Also on October 14, 2008, the FDIC announced the
      Temporary Liquidity Guarantee Program, which provides for the guarantee of
      newly-issued senior unsecured debt of banks, thrifts and certain holding
      companies as well as full deposit insurance coverage for non-interest bearing
      deposit transaction accounts, regardless of dollar amount. Unlimited coverage
      for non-interest bearing transaction accounts under the Temporary Liquidity
      Guarantee Program is available for until December 5, 2008 without charge and
      thereafter at a cost of 10 basis points per annum. Based upon the known and
      yet
      to be determined conditions the Treasury will levy upon participants in this
      program and our Company’s and Banks’ positive liquidity and capital adequacy,
      management does not feel it is prudent to participate in the TARP Capital
      Purchase Program at this time.




**Critical
      Accounting Policies**




Management
      makes certain judgments that affect the amounts reported in the financial
      statements and footnotes. These estimates, assumptions and judgments are based
      on information available as of the date of the financial statements, and as
      this
      information changes, the financial statements could reflect different estimates,
      assumptions, and judgment.




The
      procedures for assessing the adequacy of the allowance for loan losses reflect
      our evaluation of credit risk after careful consideration of all information
      available to management. In developing this assessment, management must rely
      on
      estimates and exercise judgment regarding matters where the ultimate outcome
      is
      unknown such as economic factors, developments affecting companies in specific
      industries and issues with respect to single borrowers. Depending on changes
      in
      circumstances, future assessments of credit risk may yield materially different
      results, which may require an increase or a decrease in the allowance for loan
      losses.




The
      allowance is regularly reviewed by management and the board to determine whether
      the amount is considered adequate to absorb probable losses. This evaluation
      includes specific loss estimates on certain individually reviewed loans,
      statistical loss estimates for loan pools that are based on historical loss
      experience, and general loss estimates that are based on the size, quality
      and
      concentration characteristics of the various loan portfolios, adverse situations
      that may affect a borrower’s ability to repay and current economic and industry
      conditions. Also considered as part of that judgment is a review of the Bank’s
      trend in delinquencies and loan losses, and economic factors.




20


**United
        Bancorp, Inc.**
 **Management’s
        Discussion and Analysis of Financial**
 **Condition
        and Results of Operations**


The
      allowance for loan losses is maintained at a level believed adequate by
      management to absorb probable loan losses inherent in the loan portfolio.
      Management’s evaluation of the adequacy of the allowance is an estimate based on
      management’s current judgment about the credit quality of the loan portfolio.
      While the Company strives to reflect all known risk factors in its evaluation,
      judgment errors may occur.




**Analysis
      of Financial Condition**




***Earning
      Assets – Loans***




At
      September 30, 2008, gross loans were $239.8 million, compared to $234.6 million
      at year-end 2007, an increase of $5.1 million or 2.2%. The overall growth in
      the
      loan portfolio was driven by a $8.1 million increase in commercial and
      commercial real estate loans since December 31, 2007.




Installment
      loans represented 16.3% of total loans at September 30, 2008, and 17.8% at
      December 31, 2007. This indirect lending type of financing carries somewhat
      more
      risk than real estate lending; however, it also provides for higher yields.
      Installment loans have decreased $2.3 million, or 5.6%, since December 31,
      2007.
      The targeted lending areas encompass four separate metropolitan areas,
      minimizing the risk to changes in economic conditions in the communities housing
      the Company’s 20 branch locations.




Commercial
      and commercial real estate loans comprised 59.5% of total loans at September
      30,
      2008, compared to 57.3% at December 31, 2007. Commercial and commercial real
      estate loans have increased $8.1 million, or 6.0% since December 31, 2007.
      The
      Company has originated and purchased participations in loans from other banks
      for out-of-area commercial and commercial real estate loans to benefit from
      consistent economic growth outside the Company’s primary market area, but all
      within the state of Ohio.




Real
      estate loans were 24.1% of total loans at September 30, 2008 and 24.9% at
      year-end 2007. Real estate loans have decreased by 1.1%, or $645,000 since
      December 31, 2007. Real estate lending for the nine months of 2008 has been
      slow
      with respect to the Company’s adjustable-rate mortgage products. As of September
      30, 2008, the Bank has approximately $35.0 million in fixed-rate loans that
      have
      been sold in the secondary market. The Company continues to service these loans
      for a fee that is typically 25 basis points. At September 30, 2008, the Company
      did not hold any loans for sale.




The
      allowance for loan losses represents the amount which management and the Board
      of Directors estimates is adequate to provide for probable losses inherent
      in
      the loan portfolio. The allowance balance and the provision charged to expense
      are reviewed by management and the Board of Directors monthly using a risk
      evaluation model that considers borrowers’ past due experience, economic
      conditions and various other circumstances that are subject to change over
      time.
      Management believes the current balance of the allowance for loan losses is
      adequate to absorb probable incurred credit losses associated with the loan
      portfolio. Net charge-offs for the nine months ended September 30, 2008 were
      approximately $369,000, or 15.1%, of the beginning balance in the allowance
      for
      loan losses.




21


**United
        Bancorp, Inc.**
 **Management’s
        Discussion and Analysis of Financial**
 **Condition
        and Results of Operations**




***Earning
      Assets - Securities and Federal Funds Sold***




The
      securities portfolio is comprised of U.S. Government agency-backed securities,
      tax-exempt obligations of states and political subdivisions and certain other
      investments. The Company does not hold any collateralized mortgage-backed
      securities or derivative securities other than those issued by U.S. government
      agencies. Securities available for sale at September 30, 2008 decreased
      approximately $36.5 million, or 22.1%, from year-end 2007 totals. With the
      overall decreasing interest rate environment, the Company has experienced a
      high
      level of called bond activity during the first nine months of 2008. While the
      Company has plans to reinvest a portion of these funds in other
      available-for-sale securities, there is lag between the time when bonds are
      called and the right investment opportunity is available to the Company.
      Proceeds from the called securities were used to repay wholesale borrowings,
      which decreased approximately $11.5 million from year end 2007 totals. Overall
      there has been much negative publicity concerning the valuation of investments
      within government sponsored entities such as Freddie Mac and Fannie Mae. The
      Company does not own any stock in these two government sponsored entities.




***Sources
      of Funds - Deposits***




The
      Company’s primary source of funds is core deposits from retail and business
      customers. These core deposits include all categories of interest-bearing and
      noninterest-bearing deposits, excluding certificates of deposit greater than
      $100,000. For the period ended September 30, 2008, total core deposits increased
      approximately $15.4 million, or 5.3%. The Company’s savings accounts increased
      $11.5 million or 41.3% from December 31, 2007 totals. The Company’s
      interest-bearing demand deposits decreased $2.6 million, or 2.1%,
      noninterest-bearing demand deposits increased $6.1 million, or 27.5%, while
      certificates of deposit under $100,000 increased by $367,000, or 0.3%. The
      Company acquired approximately $7.2 million of certificates of deposit under
      $100,000 related to acquisition of a failed bank in Belmont County, Ohio on
      September 19, 2008. Without these acquired certificate of deposit accounts,
      the
      Company would have experienced a decrease in certificate balances. During the
      third quarter of 2008, the Company has experienced strong competition for
      certificate of deposit funding in the markets served. Deposit growth for the
      period ended September 30, 2008 includes approximately $32 million in deposits
      acquired from the FDIC representing three banking offices of a failed
      institution in Belmont County, Ohio.




The
      Company **** has
      a
      strong deposit base from public agencies, including local school districts,
      city
      and township municipalities, public works facilities and others that may tend
      to
      be more seasonal in nature resulting from the receipt and disbursement of state
      and federal grants. These entities have maintained fairly static balances with
      the Company due to various funding and disbursement timeframes.




Certificates
      of deposit greater than $100,000 are not considered part of core deposits and
      as
      such are used to balance rate sensitivity as a tool of funds management. At
      September 30, 2008, certificates of deposit greater than $100,000 increased
      $4.2
      million, or 10.8%, from year-end 2007 totals.




***Sources
      of Funds - Securities Sold under Agreements to Repurchase and Other
      Borrowings***




Other
      interest-bearing liabilities include securities sold under agreements to
      repurchase, sweep accounts, federal funds purchased, Treasury, Tax and Loan
      notes payable and Federal Home Loan Bank (“FHLB”) advances. In the first nine
      months of 2008, the Company continued to utilize the FHLB programs to manage
      interest rate risk and liquidity positions. The majority of the Company’s
      repurchase agreements are with local school districts and city and county
      governments. As a result of the Company’s cash flow from called
      available-for-sale securities in 2008, total borrowings, including federal
      funds
      purchased, decreased approximately $14.6 million from year-end 2007
      totals.




22


**United
        Bancorp, Inc.**
 **Management’s
        Discussion and Analysis of Financial**
 **Condition
        and Results of Operations**




**Results
      of Operations for the Nine Months Ended September 30, 2008 and
      2007**




***Net
      Income***




Basic
      and
      diluted earnings per share for the nine months ended September 30, 2008 totaled
      $0.62, compared with $0.41 for the nine months ended September 30, 2007, an
      increase of 51.2%. In dollars, the Company’s net income was $2,825,000 an
      increase of $951,000, or 50.7%, for the nine months ended September 30, 2008,
      compared to the same period in 2007.




***Net
      Interest Income***




Net
      interest income, by definition, is the difference between interest income
      generated on interest-earning assets and the interest expense incurred on
      interest-bearing liabilities. Various factors contribute to changes in net
      interest income, including volumes, interest rates and the composition or mix
      of
      interest-earning assets in relation to interest-bearing liabilities. Net
      interest income increased 29.3%, or $2.6 million, for the nine months ended
      September 30, 2008 compared to the same period in 2007, due primarily to the
      effects of decreasing interest rates in the economy, which resulted in a lower
      cost of funds during the nine months ended September 30, 2008. During the nine
      months ended September 30, 2008, the Company’s net interest margin increased 101
      basis points over the same period in 2007. The
      primary reason for the net interest margin increase is the decrease of 95 basis
      points in the Company’s interest expense to average assets from 3.41% for the
      nine months ended September 30, 2007 to 2.46% for the same period in
      2008.




Total
      interest income for the nine months ended September 30, 2008, was $19.5 million,
      a decrease of $287,000, or 1.5%, compared to the same period in 2007.




Total
      interest expense was $8.0 million for the nine months ended September 30, 2008
      as compared to $10.9 million for the nine months ended September 30, 2007,
      a
      decrease of 26.5%, or $2.9 million. A majority of the Company’s cost of funds is
      tied to the short end of the yield curve and with the short-term rates
      decreasing rapidly since September 2007, the Company’s cost of funds has
      dramatically decreased in the first nine months of 2008.




***Provision
      for Loan Losses***




The
      provision for loan losses was $887,000 for the nine months ended September
      30,
      2008, compared to $657,000 for the same period in 2007. The
      increase in loan loss provision for the nine-month period ended September 30,
      2008, was predicated upon the increase in nonperforming loans and consideration
      of the economic challenges facing the banking industry.




***Noninterest
      Income***




Total
      noninterest income ** is
      made
      up of bank related fees and service charges, as well as other income producing
      services provided, sales of loans in the secondary market, ATM income, early
      redemption penalties for certificates of deposit, safe deposit rental income,
      internet bank service fees, earnings on bank-owned life insurance and other
      miscellaneous items.




23


**United
        Bancorp, Inc.**
 **Management’s
        Discussion and Analysis of Financial**
 **Condition
        and Results of Operations**




Noninterest
      income for the nine months ended September 30, 2008 was $2.3 million, an
      increase of $21,000, or 0.9%, compared to $2.2 million for the nine-month period
      ended September 30, 2007. With the exclusion of gains and losses on the sale
      of
      other real estate and repossessed assets, noninterest income increased $129,000
      or 6.1%, for 2008. During the nine-months ended September 30, 2008, the increase
      in noninterest income was primarily driven by an increase of $66,000 related
      to
      our merchant capture program that was introduced in late 2007, a $99,000
      increase in customer service fees on deposit accounts and a $21,000 increase
      in
      income related to brokerage services.




***Noninterest
      Expense***




Noninterest
      expense was $9.2 million for the nine months ended September 30, 2008, an
      increase of $892,000, or 10.7%, over the nine months ended September 30, 2007.
      Salaries and employee benefit expense increased $263,000, or 5.7%, for the
      period ended September 30, 2008 over the same period in 2007. This increase
      was
      primarily due to normal merit increases, increased incentive awards and ESOP
      expenses. Professional fees increased $185,000 for the first nine months of
      2008
      over the same period in 2007 primarily related to loan collection efforts.
      It is
      anticipated this trend will continue for the remainder of 2008. The provision
      for losses on foreclosed real estate increased by $155,000 due to management’s
      estimate of net realizable value on a parcel of real estate, requiring the
      write-down. Occupancy expense increased $75,000, or 8.3% for the period ended
      September 30, 2008 over the same period in 2007. Increased
      depreciation expense on computer hardware and software and related service
      maintenance was the primary reason for the increase. Other
      noninterest expense increased $75,000, or 5.5%, for the period ended September
      30, 2008 over the same period in 2007. No one item accounted for a majority
      of
      the increase in other noninterest expense.




***Federal
      Income Taxes***




The
      provision for federal income taxes was $764,000 for the nine months ended
      September 30, 2008, an increase of $543,000, or 245.7%, over the same period
      in
      2007. The increase was due primarily to the increase in pretax income of $1.5
      million or 71.3%. The effective tax rate was 21.3% and 10.5% for the nine months
      ended September 30, 2008 and 2007, respectively.




**Results
      of Operations for the Three Months Ended September 30, 2008 and
      2007**




***Net
      Income***




Basic
      and
      diluted earnings per share for the three months ended September 30, 2008 totaled
      $0.20 compared with $0.09 for the three months ended September 30, 2007, an
      increase of 122.2%. In dollars, the Company’s net income was $897,000 for the
      three months ended September 30, 2008, an increase of $505,000, or 128.8%
      compared to the same quarter in 2007. The dramatic increase in
      quarter-to-quarter earnings resulted primarily from an increase in net interest
      income of $1.1 million and the effects of the one time charter consolidation
      costs in the 2007 quarter as reported last year of approximately $160,000,
      which
      were partially offset by an increase in noninterest expenses of $245,000 and
      an
      increase in federal income taxes of $268,000.




24


**United
        Bancorp, Inc.**
 **Management’s
        Discussion and Analysis of Financial**
 **Condition
        and Results of Operations**


***Net
      Interest Income***




Net
      interest income, by definition, is the difference between interest income
      generated on interest-earning assets and the interest expense incurred on
      interest-bearing liabilities. Various factors contribute to changes in net
      interest income, including volumes, interest rates and the composition or mix
      of
      interest-earning assets in relation to interest-bearing liabilities. Net
      interest income increased 38.6%, or $1.1 million, for the three months ended
      September 30, 2008 compared to the same period in 2007, due primarily to the
      effects of decreasing interest rates in the economy, which resulted in a lower
      cost of funds during the three months ended September 30, 2008. The primary
      reason for the net interest margin increase is the decrease of 95 basis points
      in the Company’s interest expense to average assets from 3.41% for the three
      months ended September 30, 2007 to 2.46% for the same period in 2008.




***Provision
      for Loan Losses***




The
      provision for loan losses was $324,000 for the three months ended September
      30,
      2008, compared to $283,000 for the same period in 2007. The increase in loan
      loss provision for the three-month period ended September 30, 2008, was based
      upon an increase in nonperforming loans and consideration of the economic
      challenges facing the banking industry.




***Noninterest
      Income***




Total
      noninterest income ** is
      made
      up of bank related fees and service charges, as well as other income producing
      services provided, sales of loans in the secondary market, ATM income, early
      redemption penalties for certificates of deposit, safe deposit rental income,
      internet bank service fees, earnings on bank-owned life insurance and other
      miscellaneous items.




Noninterest
      income for the three months ended September 30, 2008 was $738,000, a decrease
      of
      $47,000 or 6.0%, compared to $785,000 for the same three-month period ended
      September 30, 2007. During the three-months ended September 30, 2008, the
      decrease in noninterest income was primarily driven by a $56,000 gain on the
      sale of other real estate and repossessed assets in 2007, while the Company
      recognized only a $9,000 gain on the sale of other real estate and repossessed
      assets in 2008.




***Noninterest
      Expense***




Noninterest
      expense was $3.3 million for the three months ended September 30, 2008, an
      increase of $245,000, or 8.2%, over the three months ended September 30, 2007.
      Salaries and employee benefit expense increased $81,000, or 4.8%, for the period
      ended September 30, 2008 over the same period in 2007. This increase was
      primarily due to normal merit increases, increased incentive award and ESOP
      expenses. Professional fees, mainly collection expenses, increased $117,000
      for
      the third quarter of 2008 over the same period in 2007. It is anticipated this
      trend will continue for the remainder of 2008. Occupancy and equipment increased
      $18,000, or 5.9% for the third quarter of 2008 over the same period in 2007.
      Increased depreciation expense on computer hardware and software and related
      service maintenance was the primary reason for the increase. Stationary and
      office supplies increased $19,000 for the third quarter of 2008 over the same
      period in 2007. This was due to reorganization of the branch offices filing
      systems.




25


**United
          Bancorp, Inc.**
 **Management’s
          Discussion and Analysis of Financial**
 **Condition
          and Results of Operations**


***Federal
      Income Taxes***




The
      provision for federal income taxes was $239,000 for the three months ended
      September 30, 2008, an increase of $268,000 over the same period in 2007. The
      increase in tax expense was due primarily to a $773,000 increase in pretax
      income. The effective tax rate (benefit) was 21.0% and (8.0)% for the three
      months ended September 30, 2008 and 2007, respectively.




***Capital
      Resources***




Internal
      capital growth, through the retention of earnings, is the primary means of
      maintaining capital adequacy for the Company. Stockholders’ equity, totaled
      $32.3 million at September 30, 2008 compared to $33.9 million at December 31,
      2007, a $1.6 million decrease. This decrease was due primarily to a $1.0 million
      charge to retained earnings from the adoption of EITF 06-4. See Note 20 of
      the
      2007 Annual Report for a complete discussion on EITF 06-4. Total stockholders’
equity in relation to total assets was 7.1% at September 30, 2008 and 7.5%
      at
      December 31, 2007. In 2001, our shareholders approved an amendment to the
      Company’s Articles of Incorporation to create a class of preferred shares with
      2,000,000 authorized shares. This enables the Company, at the option of the
      Board of Directors, to issue series of preferred shares in a manner calculated
      to take advantage of financing techniques which may provide a lower effective
      cost of capital to the Company. The amendment also provides greater flexibility
      to the Board of Directors in structuring the terms of equity securities that
      may
      be issued by the Company. Although this preferred stock is a financial tool,
      it
      has not been utilized to date.




The
      Company has a Dividend Reinvestment Plan (“The Plan”) for shareholders under
      which the Company’s common stock will be purchased by the Plan for participants
      with automatically reinvested dividends. The Plan does not represent a change
      in
      the Company’s dividend policy or a guarantee of future dividends.




The
      Company is subject to the regulatory requirements of The Federal Reserve System
      as a bank holding company. The Bank is subject to regulations of the FDIC and
      the State of Ohio, Division of Financial Institutions. The most important of
      these various regulations address capital adequacy.




The
      minimums related to such capital requirements are:




**Total**
            
            **Tier
                1**
            
            **Tier
                1****Capital
                To**
            
            **Capital
                To**
            
            **Capital
                To****Risk-Weighted**
            
            **Risk-Weighted**
            
            **Average****Assets**
            
            **Assets**
            
            **Assets**Well
                capitalized
            
            
            10.00
            %
            
            6.00
            %
            
            5.00
            %Adequately
                capitalized
            
            
            8.00
            %
            
            4.00
            %
            
            4.00
            %Undercapitalized
            
            
            6.00
            %
            
            3.00
            %
            
            3.00
            %





26


**United
        Bancorp, Inc.**
 **Management’s
        Discussion and Analysis of Financial**
 **Condition
        and Results of Operations**




The
      following table illustrates the Company’s well-capitalized classification at
      September 30, 2008.




**September
                30,****2008**(Unaudited)(Dollars
                in thousands)Tier
                1 capital
            
            $
            40,100Total
                risk-based capital
            
            
            43,065Risk-weighted
                assets
            
            
            275,258Average
                total assets
            
            
            434,524Total
                risk-based capital ratio
            
            
            15.65
            %Tier
                1 risk-based capital ratio
            
            
            14.57
            %Tier
                1 capital to average assets
            
            
            9.23
            %




***Liquidity***




Management’s
      objective in managing liquidity is maintaining the ability to continue meeting
      the cash flow needs of its customers, such as borrowings or deposit withdrawals,
      as well as its own financial commitments. The principal sources of liquidity
      are
      net income, loan payments, maturing securities and sales of securities available
      for sale, federal funds sold and cash and deposits with banks. Along with its
      liquid assets, the Company has additional sources of liquidity available to
      ensure that adequate funds are available as needed. These include, but are
      not
      limited to, the purchase of federal funds, the ability to borrow funds under
      line of credit agreements with correspondent banks, a borrowing agreement with
      the Federal Home Loan Bank of Cincinnati and the adjustment of interest rates
      to
      obtain depositors. Management feels that it has the capital adequacy and
      profitability to meet the current and projected liquidity needs of its
      customers.




***Inflation***




Substantially
      all of the Company’s assets and liabilities relate to banking activities and are
      monetary in nature. The consolidated financial statements and related financial
      data are presented in accordance with accounting principles generally accepted
      in the United States of America (“U.S. GAAP”). U.S. GAAP currently requires the
      Company to measure the financial position and results of operations in terms
      of
      historical dollars, with the exception of securities available for sale, certain
      impaired loans and certain other real estate and loans that may be measured
      at
      fair value. Changes in the value of money due to rising inflation can cause
      purchasing power loss.




Management’s
      opinion is that movements in interest rates affect the financial condition
      and
      results of operations to a greater degree than changes in the rate of inflation.
      It should be noted that interest rates and inflation do affect each other,
      but
      do not always move in correlation with each other. The Company’s ability to
      match the interest sensitivity of its financial assets to the interest
      sensitivity of its liabilities in its asset/liability management may tend to
      minimize the effect of changes in interest rates on the Company’s
      performance.




27


**United
        Bancorp, Inc.**
 **Management’s
        Discussion and Analysis of Financial**
 **Condition
        and Results of Operations**




**ITEM
      3**  **Quantitative
      and Qualitative Disclosures About Market Risk**




There
      has
      been no significant change from disclosures included in the Company’s Annual
      Report on Form 10-K for the year ended December 31, 2007.




**ITEM
      4.**  **Controls
      and Procedures**




The
      Company, under the supervision, and with the participation, of its management,
      including the Company's Chief Executive Officer and Chief Financial Officer,
      evaluated the effectiveness of the design and operation of the Company's
      disclosure controls and procedures pursuant to the requirements of Exchange
      Act
      Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief
      Financial Officer concluded that the Company's disclosure controls and
      procedures were effective as of September 30, 2008, in timely alerting them
      to
      material information relating to the Company (including its consolidated
      subsidiary) required to be included in the Company's periodic SEC
      filings.




There
      was
      no change in the Company's internal control over financial reporting that
      occurred during the Company's fiscal quarter ended September 30, 2008 that
      has
      materially affected, or is reasonably likely to materially affect, the Company's
      internal control over financial reporting.




28


**United
        Bancorp, Inc.**
 **Part
        II – Other Information**


**ITEM
      1.**  **Legal
      Proceedings**




None,
      other than ordinary routine litigation incidental to the Company’s
      business.





**ITEM
      1A.**  **Risk
      Factors**




There
      have been no material changes from risk factors as previously disclosed in
      Part
      1 Item 1A of the Company’s for 10K for the year ended December 31, 2007, filed
      on March 31, 2008.





**ITEM
      2.**  **Unregistered
      Sales of Equity Securities and Use of Proceeds**




ISSUER
      PURCHASES OF EQUITY SECURITIES





Period
            
            (a)
              Total
                Number of
              Shares
                (or Units)
              Purchased
            
            (b)
              Average
                Price Paid
              Per
                Share (or Unit)
            
            (c)
              Total
                Number of
              Shares
                (or Units)
              Purchased
                as Part
              Of
                Publicly
              Announced
                Plans
              Or
                Programs
            
            (d)
              Maximum
                Number or
              Approximate
                Dollar
              Value)
                of Shares (or
              Units)
                that May Yet Be
              Purchased
                Under the
              Plans
                or ProgramsMonth
                #1
              7/1/2008
                to
              7/30/2008
            
            
            —
            
            
            —
            
            
            —
            
            $
            882,320Month
                #2
              8/1/2008
                to
              8/31/2008
            
            
            —
            
            
            —
            
            
            —
            
            $
            882,320Month
                #3
              9/1/2008
                to
              9/30/2008
            
            
            —
            
            
            —
            
            
            —
            
            $
            882,320




United
      Bancorp maintains a stock repurchase program publicly announced by a press
      release issued on November 21, 2006, under which its Board of Directors
      authorized management to cause the Company to purchase up to $2 million of
      its
      common shares over a two-year period. Such authorization will expire on November
      21, 2008.




The
      Company adopted the United Bancorp, Inc. Affiliate Banks Directors and Officers
      Deferred Compensation Plan (the “Plan”), which is an unfunded deferred
      compensation plan. Amounts deferred pursuant to the Plan remain unrestricted
      assets of the Company, and the right to participate in the Plan is limited
      to
      members of the Board of Directors and company officers. Under the Plan, eligible
      participants may defer fees and up to 50% of their annual incentive award
      payable to them by the Company, which are used to acquire common shares which
      are credited to a participant’s respective account. Except in the event of
      certain emergencies, no distributions are to be made from any account as long
      as
      the participant continues to be an employee or member of the Board of Directors.
      Upon termination of service, the aggregate number of shares credited to the
      participant’s account are distributed to him or her along with any cash proceeds
      credited to the account which have not yet been invested in the Company’s stock.
      On August 13, 2008, the Company purchased a total of 2,160 common shares for
      participant accounts for the aggregate purchase price of $21,928. No
      underwriting fees, discounts, or commissions are paid in connection with the
      Plan. The shares allocated to participant accounts have not been registered
      under the Securities Act of 1933 in reliance upon the exemption provided by
      Section 4(2) thereof.




29


**United
        Bancorp, Inc.**
 **Part
        II – Other Information**




On
      June
      27, 2008 UBCP was added to the Russell Microcap Index after the Russell
      Investment Group reconstituted its comprehensive set of U.S. and global equity
      indexes. Russell indexes are widely used by investment managers and
      institutional investors for both index funds and as benchmarks for passive
      and
      active investment strategies. UBCP will hold its membership until Russell
      reconstitutes its indexes in June 2009.




**ITEM
      3.**  **Defaults
      Upon Senior Securities**




Not
      applicable.





**ITEM
      4.**  **Submission
      of Matters to A Vote of Security Holders**




Not
      applicable





**ITEM
      5.**  **Other
      Information**





Not
      applicable.





**ITEM
      6.**  **Exhibits**


EX-3.1
                
                Amended
                    Articles of Incorporation of UnitedBancorp,
                    Inc. (1)EX-3.2
                
                Amended
                    Code of Regulations of United Bancorp, Inc. (2)EX-4.0
                
                Instruments
                    Defining the Rights of Security Holders(See
                    Exhibits 3.1 and 3.2)EX
                    10.0
                
                Purchase
                    and Assumption Agreement dated September 18, 2008(3)EX
                    31.1
                
                Rule
                    13a-14(a) Certification – CEOEX
                    31.2
                
                Rule
                    13a-14(a) Certification – CFOEX
                    32.1
                
                Section
                    1350 Certification – CEOEX
                    32.2
                
                Section
                    1350 Certification – CFO(1)
                Incorporated
                    by reference to Appendix B to the registrant’s Definitive Proxy Statement
                    filed with the Securities and Exchange Commission on March 14,
                    2001.(2)
                Incorporated
                    by reference to Appendix C to the registrant’s Definitive Proxy Statement
                    filed with the Securities and Exchange Commission on March 14,
                    2001.(3)
                Incorporated
                    by reference to Exhibit 2 to registrant’s Form 8-K filed with the
                    Securities and Exchange Commission on September 24,
                    2008




30
 **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.
  /s/United
                    Bancorp, Inc.Date:
                    November 12, 2008
                By:
                /s/James
                    W. EversonJames
                    W. EversonChairman,
                    President and Chief
                  Executive
                    OfficerDate:
                    November 12, 2008
                By:
                /s/Randall
                    M. GreenwoodRandall
                    M. GreenwoodSenior
                    Vice President, Chief Financial
                  Officer
                    and Treasurer




31




**Exhibit
      Index**


**Exhibit No.**
              
              **Description**3.1
              
              Amended
                  Articles of Incorporation of United Bancorp, Inc.incorporated
                  by reference to Appendix B to the registrant’s Definitive Proxy Statement
                  filed with the Securities and Exchange Commission on March 14,
                  2001.3.2
              
              Amended
                  Code of Regulations of United Bancorp, Inc.incorporated
                  by reference to Appendix C to the registrant’s Definitive Proxy Statement
                  filed with the Securities and Exchange Commission on March 14,
                  2001.4.0
              
              Instruments
                  Defining the Rights of Security Holders (See Exhibits 3.1 and
                  3.2)10.0
              
              Purchase
                  and Assumption Agreement dated September 18, 200831.1
              
              Rule
                  13a-14(a) Certification – Principal Executive
                  Officer31.2
              
              Rule
                  13a-14(a) Certification – Principal Financial
                  Officer32.1
              
              Certification
                  pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section
                  906 of
                  The Sarbanes-Oxley act of 2002.32.2
              
              Certification
                  pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section
                  906 of
                  The Sarbanes-Oxley Act of
                  2002.