<PAGE>   1




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended              SEPTEMBER  30, 1997

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from     N/A       to    N/A
                                 -----------------------
Commission File Number:        0-16540
                              ----------

                              UNITED BANCORP, INC.
                              --------------------
             (Exact name of registrant as specified in its charter.)

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

               FOURTH AT HICKORY STREET, MARTINS FERRY, OHIO 43935
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (614) 633-0445
                                 --------------
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
                                 --------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X    No
                                              ----    ---- 
     Indicate the number of shares outstanding of the issuer's classes of common
stock as of the latest practicable date.

      COMMON STOCK, $1.00 PAR VALUE 2,238,314 SHARES AS OF NOVEMBER 4, 1997
      ---------------------------------------------------------------------



<PAGE>   2



                              UNITED BANCORP, INC.
                                TABLE OF CONTENTS
                                    FORM 10-Q

<TABLE>
<CAPTION>
<S>                                                                                                              <C>
PART I  FINANCIAL INFORMATION

   ITEM 1. Financial Statements (Unaudited)
     Condensed Consolidated Balance Sheets . . . September 30, 1997 and December 31, 1996..............................3

     Condensed Consolidated Statements of Income . . . Three and Nine Months Ended
     September 30, 1997 and 1996.......................................................................................4

     Condensed Consolidated Statements of Cash Flows . . . Nine Months Ended
     September 30, 1997 and 1996.......................................................................................5

     Notes to Condensed Consolidated Financial Statements.........................................................6 - 18

   ITEM 2  Management's Discussion and Analysis of Financial Condition
     and Results of Operations...................................................................................19 - 26


PART II  OTHER INFORMATION

   ITEM 1.
     Legal Proceedings................................................................................................27

   ITEM 2.
     Changes in Securities............................................................................................27

   ITEM 3.
     Default Upon Senior Securities...................................................................................27

   ITEM 4.
     Submission of Matters to a Vote of Security Holders..............................................................27

   ITEM 5.
     Other Information................................................................................................27

   ITEM 6.
     Exhibits and Reports on Form 8-K.................................................................................27

     Signatures.......................................................................................................28
</TABLE>


                                       2






<PAGE>   3



                              UNITED BANCORP, INC.
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                            FORM 10-Q (IN THOUSANDS)



PART I  FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                    SEPTEMBER 30,               DECEMBER 31,
                                                                        1997                       1996
                                                                    -------------             ---------------
<S>                                                                 <C>                       <C>
ASSETS
Cash and due from banks                                             $       5,887             $         6,394
Federal funds sold                                                          1,490                         225
                                                                    -------------             ---------------
  Total cash and cash equivalents                                           7,377                       6,619
Securities available for sale                                              30,042                      28,064
Securities held to maturity
(Estimated fair value of $29,562 at 09/30/97 and $30,252 
  at 12/31/96)                                                             28,834                      29,794
Loans receivable
  Commercial loans                                                         13,830                      12,415
  Commercial real estate loans                                             44,034                      41,213
  Real estate loans                                                        32,712                      33,886
  Installment loans                                                        47,142                      45,147
                                                                    -------------             ---------------
    Total loans receivable                                                137,718                     132,661
Allowance for loan losses                                                  (2,251)                     (2,023)
                                                                    -------------             ---------------
    Net loans receivable                                                  135,467                     130,638
Premises and equipment, net                                                 5,239                       5,185
Accrued interest receivable and other assets                                2,465                       2,065
                                                                    -------------             ---------------
  Total Assets                                                      $     209,424             $       202,365
                                                                    =============             ===============
LIABILITIES
Demand deposits
  Noninterest bearing                                               $      12,283             $        13,384
  Interest bearing                                                         26,914                      26,815
Savings deposits                                                           50,426                      49,882
Time deposits - under $100,000                                             69,435                      67,491
Time deposits - $100,000 and over                                          15,502                      13,940
                                                                    -------------             ---------------
    Total deposits                                                        174,560                     171,512
Securities sold under agreements to repurchase                              8,665                       8,642
Other borrowed funds                                                        3,505                         704
Accrued expenses and other liabilities                                      1,257                       1,491
                                                                    -------------             ---------------
    Total Liabilities                                                     187,987                     182,349

SHAREHOLDERS' EQUITY
Common stock - $1 Par Value: 10,000,000 shares authorized;
  2,238,314 - 09/30/97 and 2,033,385 - 12/31/96 issued and 
  outstanding                                                               2,238                       2,033
Additional-paid-in-capital                                                 15,663                      11,726
Retained earnings                                                           3,362                       6,115
Unrealized gain on securities available for sale, net of tax                  174                         142
                                                                    -------------             ---------------
  Total Shareholders' Equity                                               21,437                      20,016
                                                                    -------------             ---------------

  Total Liabilities and Shareholders' Equity                        $     209,424             $       202,365
                                                                    =============             ===============
</TABLE>










   SEE ACCOMPANYING NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                        3


<PAGE>   4



                              UNITED BANCORP, INC.
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                            FORM 10-Q (IN THOUSANDS)

<TABLE>
<CAPTION>        
                                                                     THREE MONTHS ENDED                    NINE MONTHS ENDED
                                                                        SEPTEMBER 30                          SEPTEMBER 30
                                                                     1997            1996               1997                  1996
                                                                 ------------------------------------------------------------------
<S>                                                               <C>           <C>                <C>                  <C>
Interest and dividend income                                      
  Loans, including fees                                           $   3,178     $   2,898           $   9,283           $     8,491
  Taxable securities                                                    583           538               1,758                 1,703
  Non-taxable securities                                                279           274                 834                   786
  Other interest and dividend income                                     51            64                 107                   156
                                                                  ---------     ---------           ---------            ----------
      Total interest and dividend income                              4,091         3,774              11,982                11,136

Interest expense
  Deposits
    Demand                                                              169           162                 499                   477
    Savings                                                             393           391               1,160                 1,142
    Time                                                              1,171         1,078               3,402                 3,124
  Other borrowed funds                                                  130            76                 356                   243
                                                                  ---------     ---------           ---------            ----------
      Total interest expense                                          1,863         1,707               5,417                 4,986

NET INTEREST INCOME                                                   2,228         2,067               6,565                 6,150

Provision for loan losses                                              (111)         (111)               (333)                 (344)
                                                                  ---------     ---------           ---------            ----------

Net interest income after provision for loan losses                   2,117         1,956               6,232                 5,806

Noninterest income
  Service charges on deposit accounts                                   144           152                 430                   453
  Security gains - net                                                    1             0                   1                    27
  Other income                                                          122            77                 285                   223
                                                                  ---------     ---------           ---------            ----------
      Total noninterest income                                          267           229                 716                   703

Noninterest expense
  Salaries and employee benefits                                        724           662               2,140                 2,005
  Occupancy                                                             167           221                 470                   613
  Other expenses                                                        523           456               1,569                 1,322
                                                                  ---------     ---------           ---------            ----------
      Total noninterest expense                                       1,414         1,339               4,179                 3,940

INCOME BEFORE INCOME TAXES                                              970           846               2,769                 2,569
  Income Tax Expense                                                    257           214                 685                   632
                                                                  ---------     ---------           ---------            ----------

NET INCOME                                                        $     713     $     632           $   2,084            $    1,937
                                                                  =========     =========           =========            ==========

Earnings per common share                                         $    0.32     $    0.28           $    0.93            $     0.86
Weighted average shares outstanding                                   2,238         2,236               2,237                 2,236
Dividends per common share                                        $    0.12     $    0.10           $    0.32            $     0.28

</TABLE>

  SEE ACCOMPANYING NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                      4
<PAGE>   5



                              UNITED BANCORP, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                            FORM 10-Q (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                NINE MONTHS ENDED
                                                                                   SEPTEMBER 30,
                                                                            1997                 1996
                                                                         -------------------------------
<S>                                                                      <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES                                                        
Net income                                                                $  2,084            $  1,937
Adjustments to reconcile net income to net cash                                             
    from operating activities                                                               
      Depreciation and amortization                                            348                 331
      Amortization of intangibles                                               43                  69
      Provision for loan losses                                                333                 344
      Deferred taxes                                                           (98)                (39)
      Federal Home Loan Bank stock dividend                                    (26)                (29)
      Gain on sale/call of securities                                           (1)                (27)
      (Accretion)/amortization of securities, net                               (9)                  8
      Gain on sale of other real estate owned                                   (5)                  -
      Net changes in accrued interest receivable and other assets             (443)               (521)
      Net changes in accrued expenses and other liabilities                    234                  43
                                                                          --------            --------
      Net cash from operating activities                                     2,460               2,116
                                                                                            
CASH FLOWS FROM INVESTING ACTIVITIES                                                        
Securities available for sale                                                               
  Proceeds from sales                                                            -               3,623
  Proceeds from maturities/calls                                             7,750              10,000
  Purchases                                                                 (9,640)            (11,697)
Securities held to maturity                                                                 
  Proceeds from maturities/calls                                             1,427               3,435
  Purchases                                                                   (496)             (4,839)
Net change in loans                                                         (5,187)             (4,940)
Net purchases of premises and equipment                                       (403)               (707)
Proceeds from sale of other real estate owned                                   30                   -
                                                                          --------            --------
      Net cash from investing activities                                    (6,519)             (5,125)
                                                                                            
CASH FLOWS FROM FINANCING ACTIVITIES                                                        
Net change in deposits                                                       3,048               4,595
Net change in short-term borrowings                                          2,179               2,896
Proceeds from long-term debt                                                   680                   -
Princiapl payments on long-term debt                                           (35)                  -
Proceeds from exercise of stock options                                         23                   -
Tax benefit from exercise of stock options                                       2                   -
Cash dividends paid                                                           (720)               (650)
                                                                          --------            --------
      Net cash from financing activities                                     5,177               6,841
                                                                          --------            --------
                                                                                            
Net change in cash and cash equivalents                                      1,118               3,832
                                                                                            
Cash and cash equivalents at beginning of year                               6,619               6,982
                                                                          --------            --------
                                                                                            
Cash and cash equivalents at end of period                                $  7,737            $ 10,814
                                                                          ========            ========
</TABLE>





   SEE ACCOMPANYING NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                        5

<PAGE>   6



                              UNITED BANCORP, INC.
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                    FORM 10-Q

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 consolidated financial position of the Company at
   September 30, 1997 and its results of operations and statements of cash flows
   for the periods presented. These adjustments are of a normal and recurring
   nature. The accompanying condensed consolidated financial statements do not
   purport to contain all the necessary financial disclosures required by
   generally accepted accounting principles that might otherwise be necessary in
   the circumstances and should be read in conjunction with the 1996 United
   Bancorp, Inc. consolidated financial statements and related notes thereto
   included in its Annual Report To Shareholders for the year ended December 31,
   1996.

   PRINCIPLES OF CONSOLIDATION:
        The consolidated financial statements include the accounts of United
   Bancorp, Inc. (Company) and its wholly owned subsidiaries (Banks), The
   Citizens Savings Bank, Martins Ferry, Ohio (Citizens-Martins Ferry) and The
   Citizens-State Bank of Strasburg, Strasburg, Ohio (Citizens-Strasburg). All
   significant intercompany transactions and balances have been eliminated in
   consolidation. The results of operations for the period ended September 30,
   1997 are not necessarily indicative of the operating results for the full
   year of 1997.

   NATURE OF OPERATIONS:
        The Company and Banks' revenues, operating income and assets are
   primarily from the banking industry. Citizens-Martins Ferry's loan customers
   are located in Belmont and Jefferson counties in eastern Ohio and Marshall
   and Ohio counties in the northern panhandle of West Virginia.
   Citizens-Strasburg's loan customers are located in Tuscarawas and Carroll
   Counties. Both geographic locations include a wide range of individuals,
   businesses and other organizations. A major portion of loans are secured by
   various forms of collateral including real estate, business assets, consumer
   property and other items, although borrower cash flow may also be a primary
   source of payment. Citizens-Martins Ferry conducts its business through its
   main office in Martins Ferry, Ohio and three branches located in Bridgeport,
   Colerain and St. Clairsville, Ohio. Citizens-Strasburg conducts its business
   through its main office in Strasburg, Ohio and its four branches located in
   Dover, New Philadelphia, Sherrodsville and Dellroy, Ohio.

   USE OF ESTIMATES:
        To prepare financial statements in conformity with generally accepted
   accounting principles, 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 collectibility of loans, fair values of financial
   instruments and status of contingencies are particularly subject to change.








                                      6
<PAGE>   7
                              UNITED BANCORP, INC.
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                    FORM 10-Q


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   CASH FLOW REPORTING:
        Cash and cash equivalents are defined as cash and due from banks and
   federal funds sold. Net cash flows are reported for customer loan and deposit
   transactions, securities sold under agreements to repurchase and short-term
   borrowings. For the periods ended September 30, 1997 and September 30, 1996,
   the Company paid $5,464,000 and $5,018,000 in interest on deposits and other
   borrowings and $703,000 and $710,000 for income taxes, respectively.

   SECURITIES:
        Securities are classified as held to maturity and carried at amortized
   cost when management has the positive intent and ability to hold them to
   maturity. Securities are classified as available for sale when they might be
   sold before maturity. Securities available for sale are carried at fair
   value, with unrealized holding gains and losses reported separately in
   shareholders' equity, net of tax. Securities are classified as trading when
   held for short term periods in anticipation of market gains and are carried
   at fair value. Securities are written down to fair value when a decline in
   fair value is not temporary.

        Gains and losses on sales are determined using the amortized cost of the
   specific security sold. Interest income includes amortization of purchase
   premiums and discounts.

   LOANS:
        Loans are reported at the principal balance outstanding, net of deferred
   loan fees and costs. Interest income is reported on the interest method and
   includes amortization of net deferred loan fees and costs over the loan term.

        Interest income is not reported when full loan repayment is in doubt,
   typically when payments are past due over 90 days. Payments received on such
   loans are reported as principal reductions.

   ALLOWANCE FOR LOAN LOSSES:
        The allowance for loan losses is a valuation allowance, 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, known and inherent risks in 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.

        Effective January 1, 1995, the Company adopted the provisions of
   Statement of Financial Accounting Standards ("SFAS") Nos. 114 and 118, which
   modify the accounting for impaired loans. A loan is considered impaired when
   management believes that full collection of principal and interest is not
   probable. The Company reduces the carrying value of impaired loans to the
   present value of expected future cash flows, or to the fair value of
   collateral if the loan is collateral dependent, by allocating a portion of
   the allowance for loan losses to such loans. If these allocations should
   require an increase to the allowance, such increase is reported as bad debt
   expense.

                                       7
<PAGE>   8
                              UNITED BANCORP, INC.
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                    FORM 10-Q


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   ALLOWANCE FOR LOAN LOSSES: (CONTINUED)
        Management analyzes commercial and commercial real estate loans on an
   individual basis and classifies a loan as impaired when an analysis of the
   borrower's operating results and financial condition indicates that
   underlying cash flows are not adequate to meet its debt service requirements.
   Often this is associated with a delay or shortfall in payments of 30 days or
   more, or when the internal grading system indicates a doubtful
   classification. Loan impairment is evaluated in total for smaller-balance
   loans of similar nature. Such loans include residential first mortgage loans
   secured by one to four-family residences, residential construction loans and
   consumer automobile, boat and home equity loans. The carrying values of
   impaired loans are periodically adjusted to reflect cash payments, revised
   estimates of future cash flows and increases in the present value of expected
   cash flows due to the passage of time. Cash payments representing interest
   income are reported as such. Other cash payments are reported as reductions
   in carrying value, while increases or decreases due to changes in future
   payments and due to the passage of time are reported as part of the provision
   for loan losses.

   PREMISES AND EQUIPMENT:
        Asset cost is reported net of accumulated depreciation. Depreciation
   expense is calculated on the straight-line method over asset useful lives.
   These assets are reviewed for impairment when events indicate the carrying
   amount may not be recoverable.

   OTHER REAL ESTATE:
        Real estate acquired in settlement of loans is initially reported at
   estimated fair value at acquisition. After acquisition, a valuation allowance
   reduces the reported amount to the lower of the initial amount or fair value
   less costs to sell. Expenses, gains and losses on disposition and changes in
   the valuation allowance are reported in other expenses.

   LOAN SERVICING:
        The Company became subject to the provisions of SFAS No. 122,
   "Accounting for Mortgage Servicing Rights," on January 1, 1996. This Standard
   requires entities to recognize, as separate assets, rights to service
   mortgage loans for others, regardless of how these rights are acquired.
   Mortgage servicing rights acquired through either the purchase or the
   origination of mortgage loans which are subsequently sold with servicing
   rights retained should be determined by allocating the total cost of the
   mortgage loans to mortgage servicing rights and to loans (without the
   mortgage servicing rights) based on their relative fair values. Mortgage
   servicing rights recorded as a separate asset are amortized in proportion to,
   and over the period of, estimated net servicing income.


                                       8

<PAGE>   9

                              UNITED BANCORP, INC.
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                    FORM 10-Q

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   IDENTIFIED INTANGIBLES:
        Identified intangibles include the value of depositor relationships
   purchased which are being amortized on an accelerated method over eight
   years. Identified intangibles also include a non-compete covenant and
   capitalized organizational costs which are being amortized on a straight-line
   method over five years. Identified intangibles are assessed for impairment
   based on estimated undiscounted cash flows and written down if necessary. At
   September 30, 1997 and December 31, 1996, identified intangibles net of
   accumulated amortization totaled $131,196 and $173,638 and are included in
   other assets in the accompanying consolidated balance sheets.

   EMPLOYEE BENEFITS:
        A defined benefit pension plan covers all employees who have completed
   1,000 hours of service during an anniversary year, measured from their date
   of hire, who have attained age 21 and who were hired before age 60. The plan
   calls for benefits to be paid to eligible employees at retirement, based
   primarily upon years of service and compensation rates near retirement.
   Contributions to the plan reflect benefits attributed to employees' services
   to date, as well as services expected to be earned in the future. Plan assets
   consist of primarily common stock and certificates of deposit.

        Beginning March of 1995, the Company began offering a 401(k) plan which
   covers all employees who have attained the age of 21 and have completed one
   year of service. Eligible employees may contribute up to 15% of their
   compensation subject to a maximum statutory limitation. The Company may make
   a discretionary matching contribution equal to a percentage of each
   participant's elective deferral not to exceed 6% of the participant's annual
   compensation. Employee contributions are always vested. Employer
   contributions become 100% vested after 5 years of service.

        Expense of the defined benefit plan is reported by spreading the
   expected contributions to the plan less long-term earnings on plan assets
   over the employee's service period. Expense of the 401(k) plan is based on
   the annual contribution.

   STOCK COMPENSATION:
        Expense for employee compensation under stock option plans is based on
   Opinion 25, with expense reported only if options are granted below market
   price at grant date.

   INCOME TAXES:
        Income tax expense is the sum of the current year income tax due or
   refundable and the change in deferred tax assets and liabilities. Deferred
   tax assets and liabilities are the expected future tax consequences of
   temporary differences between the carrying amounts and tax bases of assets
   and liabilities, computed using enacted tax rates. A valuation allowance, if
   needed, reduces deferred tax assets to the amount expected to be realized.


                                       9

<PAGE>   10
                              UNITED BANCORP, INC.
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                    FORM 10-Q

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   STOCK DIVIDENDS:
        Dividends issued in stock are reported by transferring the market value
   of the stock issued from retained earnings to common stock and additional
   paid-in-capital. Stock splits are recorded by transferring the par value of
   shares issued from retained earnings to common stock. On August 19, 1997, a
   10% stock dividend was approved for all shareholders of record on September
   2, 1997 and distributed on September 19, 1997. On April 17, 1996, a 10% stock
   dividend was approved for all shareholders of record on May 20, 1996 and
   distributed on June 20, 1996.

   EARNINGS AND DIVIDENDS PER COMMON SHARE:
        Earnings per common share is based on the weighted-average number of
   shares outstanding for the period. Stock options outstanding do not presently
   have a dilutive effect greater than or equal to 3% on earnings per common
   share. All per share data has been retroactively adjusted for the 10% stock
   dividend in 1997.

   RECLASSIFICATIONS:
        Some items in prior financial statements have been reclassified to
   conform with the current presentation.

   IMPACT OF RECENT ACCOUNTING STANDARDS:
        SFAS No. 125, "Accounting for Transfers and Servicing of Financial
   Assets and Extinguishments of Liabilities," was issued by the Financial
   Accounting Standards Board ("FASB") in 1996. It revises the accounting for
   transfers of financial assets, such as loans and securities, and for
   distinguishing between sales and secured borrowings. It was originally
   effective for some transactions in 1997 and others in 1998. SFAS No. 127,
   "Deferral of the Effective Date of Certain Provisions of FASB Statement No.
   125" was issued in December 1996. SFAS No. 127 defers for one year the
   effective date of provisions related to securities lending, repurchase
   agreements and other similar transactions. The remaining portions of SFAS No.
   125 will continue to be effective January 1, 1997. SFAS No. 125 did not have
   a material impact on the Company's financial statements.

        In March 1997, the FASB issued SFAS No. 128, "Earnings Per Share" which
   is effective for financial statements for periods ending after December 15,
   1997, including interim periods. SFAS No. 128 simplifies the calculation of
   earnings per share by replacing primary EPS with basic EPS. It also requires
   dual presentation of basis EPS and diluted EPS for entities with complex
   capital structures. Basic EPS includes no dilution and is computed by
   dividing income available to common shareholders by the weighted-average
   common shares outstanding for the period. Diluted EPS reflects the potential
   dilution of securities that could share in earnings such as stock options,
   warrants or other common stock equivalents. All prior period EPS data will be
   restated to conform with the new presentation.


                                       10
<PAGE>   11
                              UNITED BANCORP, INC.
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                    FORM 10-Q

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   IMPACT OF RECENT ACCOUNTING STANDARDS: (CONTINUED)
        In February 1997, the FASB issued SFAS No. 129, "Disclosures of
   Information about Capital Structure." SFAS No. 129 consolidated existing
   accounting guidance relating to disclosure about a company's capital
   structure. Public companies generally have always been required to make
   disclosures now required by SFAS no. 129 and, therefore, SFAS No. 129 should
   have no impact on the Company. SFAS No. 129 is effective for financial
   statements for periods ending after December 15, 1997.

        In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
   Income." SFAS No. 130 establishes standards for reporting and display of
   comprehensive income and its components (revenues, expenses, gains and
   losses) in a full set of general-purpose financial statements. SFAS No. 130
   requires that all items that are required to be recognized under accounting
   standards as components of comprehensive income be reported in a financial
   statement that is displayed with the same prominence as other financial
   statements. It does not require a specific format for that financial
   statement but requires that an enterprise display an amount representing
   total comprehensive income for the period in that financial statement.

        SFAS No. 130 requires that an enterprise (a) classify items of other
   comprehensive income by their nature in a financial statement and (b) display
   the accumulated balance of other comprehensive income separately from
   retained earnings and additional paid-in-capital in the equity section of a
   statement of financial position. SFAS No. 130 is effective for fiscal years
   beginning after December 15, 1997. Reclassification of financial statements
   for earlier periods provided for comparative purposes is required.

        In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
   of an Enterprise and Related Information." This Statement significantly
   changes the way that public business enterprises report information about
   operating segments in annual financial statements and requires that those
   enterprises report selected information about reportable segments in interim
   financial reports issued to shareholders. It also establishes standards for
   related disclosures about products and services, geographic areas and major
   customers. SFAS No. 131 uses a "management approach" to disclose financial
   and descriptive information about an enterprise's reportable operating
   segments which is based on reporting information the way the management
   organizes the segments within the enterprise for making operating decisions
   and assessing performance. For many enterprises, the management approach will
   likely result in more segments being reported. In addition, the Statement
   requires significantly more information to be disclosed for each reportable
   segment than is presently being reported in annual financial statements. The
   Statement also requires that selected information be reported in interim
   financial statements. SFAS No. 131 is effective for financial statements for
   periods beginning after December 15, 1997.



                                       11
<PAGE>   12

                              UNITED BANCORP, INC.
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                    FORM 10-Q

2. SECURITIES:

        The amortized cost and estimated fair values of investment securities
   are as follows:


<TABLE>
<CAPTION>
                                                            AMORTIZED            GROSS                  GROSS           ESTIMATED
                                                              COST        UNREALIZED GAINS        UNREALIZED LOSSES     FAIR VALUE
                                                        ----------------------------------------------------------------------------
<S>                                                      <C>                   <C>                  <C>               <C>
AVAILABLE FOR SALE - SEPTEMBER 30, 1997
US Treasury obligations                                  $   3,256,563         $   51,062                             $   3,307,625
US Agency obligations                                       25,212,115            171,135           $   (12,031)         25,371,219
State and Municipal obligations                                456,825             27,506                                   484,331
Other investments                                              852,800             26,363                                   879,163
                                                         -------------         ----------           -----------       -------------
                                                         $  29,778,303         $  276,066           $   (12,031)      $  30,042,338
                                                         =============         ==========           ===========       =============
AVAILABLE FOR SALE - DECEMBER 31, 1996
US Treasury obligations                                  $   3,725,832         $   73,570                             $   3,799,402
US Agency obligations                                       23,032,148            146,839           $   (35,153)         23,143,834
State and Municipal obligations                                456,645             19,298                                   475,943
Other investments                                              635,175              9,675                                   644,850
                                                         -------------         ----------           -----------       -------------
                                                         $  27,849,800         $  249,382           $   (35,153)      $  28,064,029
                                                         =============         ==========           ===========       =============

HELD TO MATURITY - SEPTEMBER 30, 1997
US Agency obligations                                    $   8,499,806                              $   (23,605)      $   8,476,201
State and Municipal obligations                             20,333,994         $  752,346                  (250)         21,086,090
                                                         -------------         ----------           -----------       -------------
                                                         $  28,833,800         $  752,346           $   (23,855)      $  29,562,291
                                                         =============         ==========           ===========       =============

HELD TO MATURITY - DECEMBER 31, 1996
US Agency obligations                                    $   9,535,396         $    1,000           $   (84,324)      $   9,452,072
State and Municipal obligations                             20,258,388            634,056               (92,335)         20,800,109
                                                         -------------         ----------           -----------       -------------
                                                         $  29,793,784         $  635,056           $  (176,659)      $  30,252,181
                                                         =============         ==========           ===========       =============
</TABLE>



        There were no sales of securities classified as available for sale for
   the three and nine month periods ended September 30, 1997. Total proceeds
   from sales of securities classified as available for sale for the three and
   nine month periods ended September 30, 1996 were $607,797 and $3,623,266,
   with $5,416 and $31,936 realized as gross gains. Gross realized losses were
   $5,416 for each of the three and nine month periods ended September 30, 1996.


                                       12
<PAGE>   13

                              UNITED BANCORP, INC.
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                    FORM 10-Q

2. SECURITIES: (CONTINUED)

        Contractual maturities of securities at September 30, 1997 were as
   follows:

<TABLE>                                                                
<CAPTION>                                                              
AVAILABLE FOR SALE                           AMORTIZED        ESTIMATED  
                                               COST           FAIR VALUE  
                                           ------------     -------------
<S>                                        <C>              <C>      
US Treasury obligations                                                
  6 - 12  Months                           $  1,769,449     $  1,787,625
  1 - 2    Years                              1,487,114        1,520,000
                                           ------------     ------------
  Total                                       3,256,563        3,307,625
                                           ------------     ------------
US Agency obligations                                                  
  0 - 3    Months                             1,950,000        1,955,938
  3 - 6    Months                             1,000,910        1,006,719
  6 - 12  Months                                485,974          495,937
  1 - 2    Years                              2,000,000        2,008,737
  2 - 5    Years                              8,585,986        8,657,135
  5 - 10  Years                              11,189,245       11,246,753
                                           ------------     ------------
  Total                                      25,212,115       25,371,219
                                           ------------     ------------
State and municipal obligations                                        
  5 - 10  Years                                 336,825          356,243
 Over 10 Years                                  120,000          128,088
                                           ------------     ------------
  Total                                         456,825          484,331
                                           ------------     ------------
Other investments                                                      
  Equity securities                             852,800          879,163
                                           ------------     ------------
                                                                       
Total securities available for sale        $ 29,778,303     $ 30,042,338
                                           ============     ============
</TABLE>


<TABLE>
<CAPTION>                                                                 
HELD TO MATURITY                                                          
<S>                                      <C>                <C>         
US Agency obligations                                                     
  0 - 3    Months                        $  1,000,000       $  1,000,000  
  3 - 6    Months                             500,000            498,800  
  6 - 12   Months                           4,000,000          3,988,325  
  1 - 2    Years                            2,499,806          2,491,226
  2 - 5    Years                              500,000            497,850
                                         ------------       ------------
  Total                                  $  8,499,806       $  8,476,201
                                         ------------       ------------
State and municipal obligations                                         
  0 - 3    Months                             345,285            345,033
  6 - 12   Months                             100,365            100,590
  1 - 2    Years                              791,974            815,285
  2 - 5    Years                            7,488,861          7,773,656
  5 - 10   Years                           11,399,944         11,843,325
  Over 10  Years                              207,565            208,201
                                         ------------       ------------
  Total                                    20,333,994         21,086,090
                                         ------------       ------------
Total securities held to maturity        $ 28,833,800       $ 29,562,291
                                         ============       ============
</TABLE>








                                       13
<PAGE>   14

                              UNITED BANCORP, INC.
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                    FORM 10-Q

2. SECURITIES (CONTINUED)

        Securities with an amortized cost of approximately $28,417,000 at
   September 30, 1997 and $25,125,000 at December 31, 1996 were pledged to
   secure public deposits, repurchase agreements and other liabilities as
   required or permitted by law.

3. LOANS

        Loans to directors and officers, their immediate families, affiliated
   corporations, and other entities in which they own more than a 10% voting
   interest are summarized below:

<TABLE>                                                 
<S>                                                        <C>
Aggregate balance - December 31, 1996                      $   2,135,565
  New loans                                                    1,367,485
  Repayments                                                  (1,229,917)
                                                           -------------
Aggregate balance - September 30, 1997                     $   2,273,133
                                                           =============
</TABLE>

4. ALLOWANCE FOR LOAN LOSSES

        The allowance in the allowance for loan losses is summarized as follows:
<TABLE>
<CAPTION>
                                                                               1997                   1996
                                                                           ------------         --------------
<S>                                                                        <C>                  <C>
Balance 01/01/97 and 01/01/96                                              $  2,022,987         $  1,775,383
  Provision charged to operating expense                                        333,000              455,400
  Loans chrged-off                                                             (145,265)            (251,241)
  Recoveries                                                                     40,018               43,445
                                                                           ------------         ------------
Balance 09/30/97 and 12/31/96                                              $  2,250,740         $  2,022,987
                                                                           ============         ============
</TABLE>


        Loans considered impaired under the provisions of SFAS No. 114 were not
   material at September 30, 1997 and December 31, 1996 and during the nine
   months ended September 30, 1997 and 1996.

5. PREMISES AND EQUIPMENT

   Premises and equipment at September 30, 1997 and December 31, 1996 are
   summarized as follows:
  
<TABLE>
<CAPTION>
                                                                              1997                   1996
                                                                          -------------        --------------
<S>                                                                       <C>                  <C>
Buildings and land                                                         $  5,296,704          $ 5,297,242
Buildings - leasehold                                                           331,962                    -
Furniture and equipment                                                       2,555,690            2,649,536
Furniture and equipment - leasehold                                              67,985                    -
Computer software                                                               655,357              637,629
                                                                           ------------          -----------
  TOTAL                                                                       8,907,698            8,584,407
Accumulated depreciation and amortization                                     3,668,313            3,399,625
                                                                           ------------          -----------
PREMISES AND EQUIPMENT, NET                                                $  5,239,385          $ 5,184,782
                                                                           ============          ===========
</TABLE>



                                       14













<PAGE>   15

                              UNITED BANCORP, INC.
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                    FORM 10-Q

5. PREMISES AND EQUIPMENT (CONTINUED)

        On April 1, 1997, Citizens-Martins Ferry entered into a five year
   noncancelable operating lease for an in-store banking facility. The lease may
   be renewed for up to two additional five-year terms after March 31, 2002.
   Annual rent expense during the initial term of the lease is $22,500. Annual
   rent during the second and third five year terms would be $26,000 and
   $30,000, respectively. Rental expense through September 30, 1997 was $11,250.
   Future lease payments are as follows:


<TABLE>
<S>                                                    <C>
            Year ended September 30,    1998           $   22,500
                                        1999               22,500
                                        2000               22,500
                                        2001               22,500
                                        2002               11,250
                                                       ----------
                                                       $  101,250
                                                       ==========
</TABLE>

6. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

        Securities sold under agreements to repurchase are financing
   arrangements whereby the Banks sell securities and agree to repurchase the
   identical securities at the maturities of the agreements at specified prices.
   Physical control is maintained for all securities sold under repurchase
   agreements. Information concerning securities sold under agreements to
   repurchase is summarized as follows:

<TABLE>
<CAPTION>
                                                           NINE MONTHS              TWELVE MONTHS
                                                              ENDED                    ENDED     
                                                           SEPTEMBER 30,            DECEMBER 31, 
                                                              1997                     1996      
                                                           -------------            -------------
        <S>                                                <C>                      <C>
        Average daily balance during the period            $   7,969,160            $   6,523,271
        Average interest rate during the period                    4.39%                    4.30%
        Maximum month-end balance during the period        $   8,910,322            $   8,667,310

</TABLE>


   Securities underlying these agreements were as follows:



<TABLE>
<CAPTION>
                                                           SEPTEMBER 30,            DECEMBER 31,
                                                               1997                     1996
                                                           -------------            ------------
        <S>                                                <C>                      <C>
        Carrying value of securities                       $  11,531,603            $  9,574,054
        Fair value of securities                              11,665,033               9,606,556


</TABLE>

                                       15

<PAGE>   16

                              UNITED BANCORP, INC.
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                    FORM 10-Q

7. COMMITMENTS AND CONTINGENCIES

        There are various contingent liabilities that are not reflected in the
   financial statements, including claims and legal actions arising in the
   ordinary course of business. In the opinion of management, after consultation
   with legal counsel, the ultimate disposition of these matters is not expected
   to have a material effect on financial condition or results of operations.

        Some financial instruments are used in the normal course of business to
   meet the financing needs of customers. These financial instruments include
   commitments to extend credit, standby letters of credit and financial
   guarantees. These involve, to varying degrees, credit and interest-rate risk
   in excess of the amount reported in the financial statements.

        Exposure to credit loss if the other party does not perform is
   represented by the contractual amount for commitments to extend credit,
   standby letters of credit and financial guarantees written. The same credit
   policies are used for commitments and conditional obligations as are used for
   loans. The amount of collateral obtained, if deemed necessary, upon extension
   of credit is based on management's credit evaluation. Collateral varies, but
   may include accounts receivable, inventory, property, equipment,
   income-producing commercial properties, residential real estate and consumer
   assets.

        Commitments to extend credit are agreements to lend to a customer as
   long as there is no violation of any condition established in the commitment.
   Commitments generally have fixed expiration dates or other termination
   clauses and may require payment of a fee. Since many of the commitments are
   expected to expire without being used, the total commitments do not
   necessarily represent future cash requirements. Standby letters of credit and
   financial guarantees written are conditional commitments to guarantee a
   customer's performance to a third party.

        A summary of the notional or contractual amounts of financial
   instruments with off-balance sheet risk at September 30, 1997 and December
   31, 1996 follows:

<TABLE>
<CAPTION>
                                                             SEPTEMBER 30,         DECEMBER 31,
                                                                 1997                 1996
                                                            --------------       --------------
                <S>                                          <C>                  <C>
                Commitment to extend credit                  $ 18,219,708         $ 11,751,000
                Standby letters of credit                         156,000              156,000
                                                             ------------         ------------
                                                             $ 18,375,708         $ 11,907,000
                                                             ============         ============
</TABLE>

        At September 30, 1997 and December 31, 1996 and included above,
   commitments to make fixed-rate loans at current market rates totaled $87,000
   and $80,000, respectively with the interest rates on those fixed-rate
   commitments ranging from 7.82% to 10.50% and 7.84% to 9.99%, respectively.

        At September 30, 1997 and December 31, 1996, reserves of $691,000 and
   $676,000, respectively were required as deposits with the Federal Reserve or
   as cash on hand. These reserves do not earn interest.



                                       16
<PAGE>   17
                              UNITED BANCORP, INC.
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                    FORM 10-Q


8. CONCENTRATION OF CREDIT RISK

        The Banks grant commercial, commercial real estate, real estate and
   installment loans to customers in Belmont and Jefferson counties in eastern
   Ohio and Tuscarawas and Carroll Counties in northeastern Ohio. The Banks also
   grant commercial and commercial real estate loans in the Columbus, Ohio area.
   Substantially all loans are secured by specific items of collateral including
   business assets, consumer assets, commercial real estate and residential real
   estate. At September 30, 1997 and December 31, 1996, total commercial and
   commercial real estate loans made up 42.0% and 40.4%, respectively, of the
   loan portfolio, with 25.6% and 29.4% of these loans secured by commercial and
   residential real estate and business assets in the Columbus, Ohio area. At
   September 30, 1997 and December 31, 1996, installment loans account for 34.2%
   and 34.0% of the loan portfolio and are secured by consumer assets including
   automobiles which account for 84.1% and 83.1%, respectively, of the
   installment loan portfolio. Real estate loans comprise 23.8% and 25.5% of the
   loan portfolio as of September 30, 1997 and December 31, 1996, respectively,
   and primarily include first mortgage loans on residential properties and home
   equity lines of credit.

        Included in cash and due from banks and Federal funds sold as of
   September 30, 1997 and December 31, 1996 is $2,560,018 and $3,639,127,
   respectively, on deposit with a correspondent bank.

9. STOCK OPTIONS

        The Company adopted a nonqualified stock option plan for directors and
   bank holding company officers in 1995. The plan was subsequently ratified by
   shareholders on April 17, 1996. The exercise price for options granted under
   this plan will be no less than 100% of the fair market value of the shares on
   the date of grant.

<TABLE>
<CAPTION>
                                                                   AVERAGE 
                                                                   EXERCISE
                                                     SHARES         PRICE  
                                                     ------         -----  
<S>                                                <C>             <C>    
       Outstanding at December 31, 1996              78,485        $ 14.96
       Granted                                            -              -
       Exercised                                     (1,815)         14.95
       Forfeited                                     (1,815)         14.95
                                                   --------        -------
       Outstanding at September 30, 1997             74,855        $ 14.96
                                                   ========        ========
                                                   
       Remaining shares avilable for grant         
         at September 30, 1997                       35,131
                                                   
       Options exercisable at September 30, 1997          -
</TABLE>



                                       17
<PAGE>   18
                              UNITED BANCORP, INC.
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                    FORM 10-Q


9. STOCK OPTIONS (CONTINUED)

   The following table summarizes information about stock options outstanding at
 September 30, 1997:


<TABLE>
<CAPTION>
                         NUMBER                             NUMBER 
          EXERCISE     OUTSTANDING         DATE OF        EXERCISABLE
           PRICE       AT 09/30/97        EXPIRATION      AT 09/30/97
          --------     -----------        ----------      -----------
<S>                    <C>               <C>                 <C>
          $ 14.95        73,205           11/21/05                  -
            15.69         1,650           11/21/05                  -
</TABLE>

        The options are first exercisable after February 21, 2005, except in the
   event certain financial performance criteria are met, in which case such
   options may become exercisable in installment, 40% in 1998, 20% in 1999 and
   the balance in 2000. All options become immediately exercisable upon
   retirement, death or in the event of a change in control of the Company.

10. DIVIDEND RESTRICTION

        Dividends paid by the subsidiary banks are the primary source of funds
   available to the Company for payment of dividends to shareholders and for
   other working capital needs. Applicable state statutes and regulations impose
   restrictions on the amount of dividends that may be declared by the Company.
   Those restrictions generally limit dividends to the current and prior two
   years earnings, (as defined), totaling $5,346,544 as of September 30, 1997.
   In addition to these restrictions, as a practical matter, dividend payments
   cannot reduce regulatory capital levels below minimum regulatory guidelines.
   These restrictions would not limit the Company's ability to pay normal
   dividends.

                                       18

<PAGE>   19



                              UNITED BANCORP, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                   FORM 10 - Q



     In the following pages, Management presents an analysis of United Bancorp,
Inc.'s financial condition at September 30, 1997 compared to December 31, 1996
and results of operations for the three and nine months ended September 30, 1997
compared to the same periods in 1996. This discussion is designed to provide
shareholders with a more comprehensive review of the operating results and
financial position than could be obtained from an examination of the financial
statements alone. This analysis should be read in conjunction with the financial
statements and related footnotes and the selected financial data included
elsewhere in this report.

     United Bancorp, Inc. was created as a single-bank holding company in July
of 1983 through the acquisition of 100% of the voting stock of The Citizens
Savings Bank of Martins Ferry, Ohio. United Bancorp, Inc. became a multi-bank
holding company in December of 1986 through the purchase of 100% of the voting
stock of The Citizens-State Bank of Strasburg, Strasburg, Ohio. Common stock was
available through over-the-counter trading until February 1994 when it began
trading on The Nasdaq SmallCaps Market tier of The Nasdaq Stock Market under the
trading symbol UBCP.

     The Citizens Savings Bank (Citizens-Martins Ferry), originally established
as The German Savings Bank in 1902, remains the lead bank in the multi-bank
holding company and continues as an integral part of the development of the
commercial and residential base in Martins Ferry and other local communities.
The Bank expanded its market through the construction of a full service branch
banking facility six miles west in nearby Colerain, Ohio in 1974. Expansion
opportunities continued in 1978 with the construction of another full service
branch bank in Bridgeport, Ohio, located two miles south of Martins Ferry. A
limited service auto-teller facility was opened in Martins Ferry in 1980, one
block south of the former main office location. An Automated Teller Machine
(ATM) began operation in nearby Aetnaville, Ohio in 1983, providing additional
24 hour limited banking services to area residents. The main banking facility
outgrew the physical limitations of its previous location and subsequently
relocated in 1984 to a newly constructed 21,500 square foot addition to the
auto-teller facility mentioned above. On June 16, 1997 an in-store retail
banking sales center was opened within a local area food store in St.
Clairsville, Ohio. This newest banking facility is open seven days a week
providing full-service banking to an expanding new market. The site also
includes a free standing ATM for additional customer service.

     The Citizens-State Bank of Strasburg (Citizens-Strasburg), was also
established in 1902 and is located in an area of northeastern Ohio whose economy
is supported by agriculture and light industry. Additionally, it benefits as a
"bedroom community" for the Akron-Canton metropolitan area. Citizens-Strasburg
joined the bank holding company in 1986 through the acquisition of 100% of its
voting stock by UBCP. Citizens-Strasburg constructed a new full service banking
facility in Dover, Ohio in 1990. This expansion was soon followed with the
acquisition of two branch banking facilities in New Philadelphia and
Sherrodsville in 1992. Additionally, a branch banking facility located in
Dellroy, Ohio was acquired in 1994. This most recent acquisition brought the
number of offices to five for Citizens-Strasburg and nine overall for UBCP.

                                       19
<PAGE>   20
                            UNITED BANCORP, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                   FORM 10 - Q


     The registrant is not aware of any trend, events or uncertainties that will
have or are reasonably likely to have a material affect on the liquidity,
capital resources or operations except as discussed herein. Also, the registrant
is not aware of any current recommendations by regulatory authorities which
would have such affect if implemented. The Company cautions that any
forward-looking statements contained in this report, in a report incorporated by
reference to this report or made by management of the Company involves risks and
uncertainties and are subject to change based on various important factors.
Actual results could differ materially from those expressed or implied.
Additionally, the Company claims no notification responsibilities should their
opinions change from those expressed herein.

FINANCIAL CONDITION

EARNING ASSETS - LOANS
     At September 30, 1997, gross loans were $137,718,000 compared to
$132,661,000 at year-end 1996, representing a 3.8% increase in loan volume. Loan
growth continued despite the effects of a prolonged work stoppage at the
Wheeling-Pittsburgh Steel Corporation's plants located within the
Citizens-Martins Ferry market area. Although now settled, the effects of the
work stoppage on the local economy remains evident. Real estate loan origination
volume increased due to the Banks' involvement in the secondary market program,
however, as these loans are sold, the balance of real estate loans held in the
portfolio continues to decline.

     Installment loans, with continued emphasis placed on the indirect
automobile lending market located primarily within the Citizens-Martins Ferry
market area, increased $1,995,000, or 4.4% at September 30, 1997 compared to
year-end 1996. Installment lending represented 34.2% of the entire portfolio mix
at September 30, 1997, up slightly from 34.0% at year-end 1996. The indirect
lending type of financing carries somewhat more risk than real estate lending,
however, it also provides for potentially higher yields. The targeted lending
areas encompass four metropolitan areas, minimizing the risk to changes in
economic conditions in the communities housing the Company's nine banking
locations. Despite the geographic market diversification, the Company's
installment lending activity slowed due to the work stoppage cited above within
the Citizens-Martins Ferry market area, but is anticipated to generate
additional growth as the local market area recovers economically. Expanded
dealership relationships and continued competitive pricing is expected to
maintain and possibly increase current market share in indirect lending.

     Commercial real estate loans at September 30, 1997 increased $2,821,000 or
6.8% over year-end 1996 totals, while commercial loans at September 30, 1997
increased $1,415,000, or 11.4% over year-end 1996 totals. Commercial real estate
loans represented 32.0% of the total portfolio mix at September 30, 1997
compared to 31.1% at year-end 1996. Commercial loans were 10.0% of the portfolio
at September 30, 1997 compared to 9.4% at year-end 1996 due partly from general
business activity across all product lines, including growth in automobile
dealer floorplans and out of area construction loans.


                                       20
<PAGE>   21
                             UNITED BANCORP, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
                                 FORM 10 - Q


FINANCIAL CONDITION

EARNING ASSETS - LOANS (CONTINUED)
     Out of area loans occur mostly in the Columbus and Akron-Canton, Ohio
areas. Lending beyond the local area has been for projects and borrowers with
substantial net worth. The majority of these loans are secured by real estate
holdings comprised of hotels, motels and churches located in various geographic
locations minimizing potential risks associated with lending activities specific
to a limited area. Out of area loans at September 30, 1997 were 10.8% of total
loans and 25.6% of total commercial and commercial real estate loans compared to
11.9% and 29.4% at year-end 1996.

     Real estate loans were 23.8% of total loans at September 30, 1997 compared
to 25.5% at year-end 1996. As indicated above, the Banks' involvement in the
secondary market program has yielded increases in loan origination volume,
generating secondary market fee income, however, it is anticipated that borrower
preferences will continue to favor the secondary market product offerings and a
decline in real estate loans held within the loan portfolio is expected.

     The allowance for loan losses represents the amount which management and
the Board of Directors estimates is adequate to provide for inherent losses in
the loan portfolio. The allowance balance and the annual provision charged to
expense are reviewed by management and the Board of Directors monthly using a
risk code model that considers borrowers past due experience, economic
conditions and various other circumstances that are subject to change over time.
Management believes the balance of the allowance for loan losses currently in
place continues to be sufficient to deal with potential losses associated with
the aforementioned work stoppage. Net charge-offs for the nine months ended
September 30, 1997 were 13.2% less than the total for the same nine month period
in 1996.

EARNING ASSETS - SECURITIES AND FEDERAL FUNDS SOLD
     The securities portfolio is comprised of U.S. Treasury notes and other 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, other than those issued by U.S.
government agencies or derivative securities. The quality rating of obligations
of state and political subdivisions within Ohio is no less than Aaa, Aa or A,
with all out-of-state bonds rated at AAA. Board policy permits the purchase of
certain non-rated bonds of local schools, townships and municipalities, based on
their known levels of credit risk.

     Securities available for sale at September 30, 1997, net of the unrealized
gain market value adjustment of $264,000 (before tax effect), increased
$1,978,000 from year-end 1996 totals, net of an unrealized gain market value
adjustment of approximately $214,000 (before tax effect) at year-end 1996.
Securities held to maturity decreased a net $960,000 at September 30, 1997
compared to year-end 1996 totals. Management anticipates maintaining relatively
stable levels of securities, utilizing excess deposit growth to fund future loan
development.

                                       21
<PAGE>   22
                             UNITED BANCORP, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
                                 FORM 10 - Q



SOURCES OF FUNDS - DEPOSITS
     The Company's primary source of funds is core deposits from retail and
business customers. These core deposits include interest-bearing and
noninterest-bearing deposits, excluding certificates of deposit over $100,000.
Total core deposits increased $1,486,000 during the nine months ended September
30, 1997 due to pricing efforts on special rate certificates of deposit. The
Company has a strong deposit base from public agencies, including local school
districts, city and township municipalities, public works facilities and others
which 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 over $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, 1997, certificates of deposit over $100,000
increased $1,562,000 over year-end 1996 totals.

SOURCES OF FUNDS - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND OTHER 
SHORT-TERM BORROWINGS
     Other interest-bearing liabilities include securities sold under agreements
to repurchase, sweep accounts, Federal funds purchased, Treasury, Tax & Loan
notes payable and Federal Home Loan Bank advances. Total short-term borrowings
at September 30, 1997 increased $2,179,000 from management's utilization of FHLB
lines of credit and repurchase agreements to fund loan growth. Short-term
borrowing sources were used to fund loan demand during the first six months of
the year with future funding anticipated to be from targeted deposit growth.

PERFORMANCE OVERVIEW

NET INCOME
     Net income for the three and nine months ended September 30, 1997 was
$713,000, or 12.8% over the three months ended September 30, 1996 and
$2,084,000, or 7.6% over the nine months ended September 30, 1996. This equates
to an annualized income performance of 1.35% Return on Average Assets (ROA) and
a 13.40% Return on Average Equity (ROE).

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 for the three and nine months ended September 30, 1997 increased
$162,000, or 7.8% and $415,000, or 6.7%, respectively over the same periods in
1996. The increases mirror the growth in total assets since September 30, 1996.
The Company's net interest spread has remained relatively stable over the past
year. Consequently, the increases in net interest income over the comparative
prior periods remains largely due to growth.

                                       22
<PAGE>   23

                            UNITED BANCORP, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                   FORM 10 - Q

PERFORMANCE OVERVIEW (CONTINUED)

NET INTEREST INCOME (CONTINUED)
     Total interest income for the three and nine months ended September 30,
1997 increased $317,000, or 8.4% and $846,000, or 7.6%, respectively over the
same periods in 1996. The increases in interest income slightly outpace the
growth in assets primarily because the growth occurred in the loan portfolio
which traditionally yields a higher return than the security portfolio or other
short-term investments.

     Total interest expense for the three and nine months ended September 30,
1997 increased $155,000, or 9.1% and $431,000, or 8.6%, respectively over the
same periods in 1996. Management has funded loan growth through borrowed funds
of short duration rather than increasing the cost of funds across the board on
depository products during the first half of the year. As future events unfold,
pricing strategies may be implemented to enhance the Company's position to
attract additional deposits.

PROVISION FOR LOAN LOSSES
     The provision for loan losses is an operating expense recorded to maintain
the related balance sheet allowance for loan losses at an amount considered
adequate to cover losses that may occur in the normal course of lending. The
total provision for loan losses was $111,000 and $333,000 for the three and nine
months ended September 30, 1997 compared to $111,000 and $344,000 for the three
and nine months ended September 30, 1996.

NONINTEREST INCOME
     Total noninterest income is made up of Bank related fees and service
charges, as well as other income producing services provided, including
secondary market loan servicing fees, ATM income, early redemption penalties for
certificates of deposits, safe deposit rental income and other miscellaneous
items. Noninterest income for the three and nine months ended September 30, 1997
increased $38,000, or 17.0% and $13,000, or 1.8% over the same periods in 1996.
The prior comparative periods include $27,000 in security gains recognized on
the sale of securities available for sale during 1996. Other income included
within the noninterest income category increased $45,000, or 58.4% for the three
months ended September 30, 1997 over the third quarter of 1996. For the nine
months ended September 30, 1997, the other income category increased $62,000, or
27.8% over the same period in 1996. The majority of the increase in other income
was the result of recognition of approximately $29,000 in gains on the sale of
fixed rate mortgages to the secondary market with servicing rights retained.
Previous gains related to servicing rights within the startup secondary market
program were immaterial prior to the recognition of gains during the third
quarter.

NONINTEREST EXPENSE
     Noninterest expense for the three and nine months ended September 30, 1997
increased $75,000, or 5.6% and $239,000, or 6.1% over the three and nine months
ended September 30, 1996. Increases in salaries and employee benefits and other
related expenses attributable to the new banking facility in St. Clairsville,
Ohio contributed most to the increase in noninterest expenses for the period.

                                       23
<PAGE>   24
                            UNITED BANCORP, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                   FORM 10 - Q


CAPITAL RESOURCES
     Internal capital growth, through the retention of earnings, is the primary
means of maintaining capital adequacy for the Company. Shareholders' equity at
September 30, 1997 was $21,437,000 compared to $20,016,000 at December 31, 1996,
a 7.1% increase. Equity at September 30, 1997 includes a $174,000 unrecognized
increase in equity due to the after tax impact of the fair value of securities
categorized as available for sale as compared to a $142,000 increase in equity
at December 31, 1996. Total shareholders' equity in relation to total assets was
10.2% at September 30, 1997 and 9.9% at December 31, 1996.

     During 1996, the Company initiated a Dividend Reinvestment Plan (The Plan)
for shareholders. Under The Plan the Company's common stock may be purchased by
The Plan for participants with automatically reinvested dividends. The Plan
provides an economical and convenient method for the holders of shares of the
Company's common stock to purchase additional shares of common stock at market
prices and without payment of brokerage commissions or service charges. The Plan
does not represent a change in the Company's dividend policy or a guarantee of
future dividends. Shareholders who do not wish to participate in The Plan
continue to receive cash dividends, as declared in the usual and customary
manner. The Company has approved the issuance of 150,000 authorized and unissued
shares of the Company's common stock for purchase under The Plan. To date, all
shares purchased by the Plan except for 797 shares purchased on October 21, 1996
have been purchased on the open market.

     The Company and Banks are subject to regulatory capital requirements
administered by federal banking agencies. Capital adequacy guidelines and prompt
corrective action regulations involve quantitative measures of assets,
liabilities and certain off-balance sheet items calculated under regulatory
accounting practices. Capital amounts and classifications are also subject to
qualitative judgments by regulators about components, risk weightings and other
factors and the regulators can lower classifications in certain cases. Failure
to meet various capital requirements can initiate regulatory action that could
have a direct material effect on the Banks' operations.

     The prompt corrective action regulations provide five classifications,
including well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized and critically undercapitalized, although these
terms are not used to represent overall financial condition. If adequately
capitalized, regulatory approval is required to accept brokered deposits. If
undercapitalized, capital distributions are limited, as is asset growth and
expansion and plans for capital restoration are required. The minimum
requirements are:


<TABLE>
<CAPTION>
                              TOTAL            TIER 1          TIER 1
                            CAPITAL TO       CAPITAL TO      CAPITAL TO
                           RISK-WEIGHTED    RISK-WEIGHTED     AVERAGE
                              ASSETS           ASSETS         ASSETS
                           -------------    -------------     -------
<S>                        <C>               <C>              <C>
   Well capitalized           10.00%            6.00%           5.00%
   Adequately capitalized      8.00%            4.00%           4.00%
   Undercapitalized            6.00%            3.00%           3.00%
</TABLE>

                                       24
<PAGE>   25
                            UNITED BANCORP, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                   FORM 10 - Q


CAPITAL RESOURCES (CONTINUED)

     The following table illustrates the Company's risk-weighted capital ratios
at September 30, 1997:

<TABLE>
<CAPTION>

                                                  SEPTEMBER 30, 1997
                                                  ------------------
<S>                                                <C>
          Tier 1 capital                            $   21,130,000
          Total risk-based capital                  $   22,913,000
          Risk-weighted assets                      $  142,173,000
          Average total assets                      $  210,424,000

          Tier 1 capital to average assets                  10.04%
          Tier 1 risk-based capital ratio                   14.86%
          Total risk-based capital ratio                    16.12%
</TABLE>


LIQUIDITY
     Management's objective in managing liquidity is to maintain the ability to
continue to meet 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 their liquid assets, the Banks have additional sources of
liquidity available to ensure that adequate funds are available as needed which
include, but are not limited to, the purchase of federal funds, the ability to
borrow funds under line of credit agreements with correspondent banks and a
borrowing agreement with the Federal Home Loan Bank of Cincinnati, Ohio, and the
adjustment of interest rates to obtain depositors. Management feels that is has
the capital adequacy, profitability and reputation to meet the current and
projected needs of its customers.

     For the nine months ended September 30, 1997, the adjustment to reconcile
net income to net cash from operating activities consisted mainly of
depreciation and amortization of premises and equipment and intangibles, the
provision for loan losses, deferred taxes, net accretion of securities and net
changes in other assets and liabilities. For a more detailed illustration of
sources and uses of cash, refer to the condensed consolidated statements of cash
flows.

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 Generally Accepted
Accounting principles (GAAP). GAAP currently requires the Company to measure its
financial position and results of operations in terms of historical dollars,
with the exception of securities available for sale which are 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 effect 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.

                                       25
<PAGE>   26
                            UNITED BANCORP, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                   FORM 10 - Q

REGULATORY REVIEW
     The Company is subject to the regulatory requirements of The Federal
Reserve System as a multi-bank holding company. The affiliate banks are subject
to regulations of the Federal Deposit Insurance Corporation (FDIC) and the State
of Ohio, Division of Financial Institutions.







                                       26
<PAGE>   27

                              UNITED BANCORP, INC.
                                OTHER INFORMATION
                                   FORM 10 - Q


PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS
         Not applicable.

ITEM 2.  CHANGES IN SECURITIES
         Not applicable.

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 AND REPORTS ON FORM 8 K

         (a)   Exhibits

         (b)   Reports on Form 8 K

                  The Company filed no Form 8 Ks with the Securities Exchange 
                  Commission during the quarter ending September 30, 1997.

                                       27
<PAGE>   28

                              UNITED BANCORP, INC.
                                OTHER INFORMATION
                                   FORM 10 - Q


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.







     November 10, 1997                           By: /s/ James W. Everson
-----------------------------                       --------------------------- 
     Date                                        James W. Everson
                                                 Chairman, President & Chief 
                                                 Executive Officer






     November 10, 1997                           By: /s/ Ronald S. Blake
-----------------------------                       ---------------------------
     Date                                        Ronald S. Blake
                                                 Treasurer




                                       28
<PAGE>   29
                              INDEX TO EXHIBITS

EXHIBIT NO.                                                     DESCRIPTION
------- ---                                                     -----------
   27                                                    Financial Data Schedule