<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

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

     For Quarterly Period Ended September 30, 2008

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

                          Commission File No. 000-50151

                           ALLEGHENY BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                          <C>
         West Virginia                                            22-3888163
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                              Identification No.)
</TABLE>

                              300 North Main Street
                                  P. O. Box 487
                          Franklin, West Virginia 26807
          (Address of principal executive offices, including zip code)

                                 (304) 358-2311
              (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

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

Large accelerated filer  [ ]                      Accelerated filer          [ ]
Non-accelerated filer    [X]                      Smaller reporting company  [ ]
(Do not check if a smaller reporting company)

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

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

                         Common Stock, par value - $1.00
                871,733 shares outstanding as of November 7, 2008
<PAGE>

                           ALLEGHENY BANCSHARES, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
PART I. FINANCIAL INFORMATION
   Item 1.   Financial Statements                                             2
             Unaudited Consolidated Statements of Income - Nine Months
                ended September 30, 2008 and 2007                             2
             Unaudited Consolidated Statements of Income - Three Months
                ended September 30, 2008 and 2007                             3
             Consolidated Balance Sheets - September 30, 2008
                (Unaudited) and December 31, 2007 (Audited)                   4
             Unaudited Consolidated Statements of Changes in
                Stockholders' Equity - Nine Months Ended September
                30, 2008 and 2007                                             5
             Unaudited Consolidated Statements of Cash Flows - Nine
                Months Ended September 30, 2008 and 2007                      6
             Notes to Consolidated Financial Statements                       7
   Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations                             11
   Item 3.   Quantitative and Qualitative Disclosures about Market Risk      17
   Item 4T.  Controls and Procedures                                         17

PART II. OTHER INFORMATION
   Item 1.   Legal Proceedings                                               17
   Item 1.A. Risk Factors                                                    17
   Item 2.   Changes in Securities                                           17
   Item 3.   Defaults upon Senior Securities                                 18
   Item 4.   Submission of Matters to a Vote of Security Holders             18
   Item 5.   Other Information                                               18
   Item 6.   Exhibits and Reports on Form 8K                                 18

             SIGNATURES                                                      19

             CERTIFICATIONS                                                  20
</TABLE>
<PAGE>

                                                                          Page 2


PART I.  FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                           ALLEGHENY BANCSHARES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
           (In thousands, except for share and per share information)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                          NINE MONTHS ENDED
                                            SEPTEMBER 30,
                                         -------------------
                                           2008       2007
                                         --------   --------
<S>                                      <C>        <C>
INTEREST AND DIVIDEND INCOME:
   Loans and fees                        $  8,490   $  8,508
   Investment securities - taxable            367        588
   Investment securities - nontaxable         510        537
   Deposits and federal funds sold            181        111
                                         --------   --------
   Total Interest and Dividend Income       9,548      9,744
                                         --------   --------
INTEREST EXPENSE:
   Deposits                                 3,499      3,727
   Borrowings                                 281        276
                                         --------   --------
   Total Interest Expense                   3,780      4,003
                                         --------   --------
NET INTEREST INCOME                         5,768      5,741
PROVISION FOR LOAN LOSSES                     216        138
                                         --------   --------
NET INTEREST INCOME AFTER PROVISION
   FOR LOAN LOSSES                          5,552      5,603
                                         --------   --------
NONINTEREST INCOME:
   Service charges on deposit accounts        637        572
   Other income                               487        357
                                         --------   --------
   Total Noninterest Income                 1,124        929
                                         --------   --------
NONINTEREST EXPENSE:
   Salaries and benefits                    2,176      2,165
   Occupancy expenses                         289        269
   Equipment expenses                         453        468
   Other expenses                           1,159      1,121
                                         --------   --------
   Total Noninterest Expenses               4,077      4,023
                                         --------   --------
Income Before Income Taxes                  2,599      2,509
INCOME TAX EXPENSE                            682        719
                                         --------   --------
   NET INCOME                            $  1,917   $  1,790
                                         ========   ========
EARNINGS PER SHARE
   Net income                            $   2.18   $   2.03
                                         ========   ========
   Weighted Average Shares Outstanding    879,350    882,355
                                         ========   ========
</TABLE>

        The accompanying notes are an integral part of these statements.

<PAGE>

                                                                          Page 3


                           ALLEGHENY BANCSHARES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
           (In thousands, except for share and per share information)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED
                                            SEPTEMBER 30,
                                         -------------------
                                           2008       2007
                                         --------   --------
<S>                                      <C>        <C>
INTEREST AND DIVIDEND INCOME:
   Loans and fees                        $  2,804   $  2,953
   Investment securities - taxable            108        197
   Investment securities - nontaxable         167        178
   Deposits and federal funds sold             53         30
                                         --------   --------
   Total Interest and Dividend Income       3,132      3,358
                                         --------   --------
INTEREST EXPENSE:
   Deposits                                 1,083      1,285
   Borrowings                                  86        105
                                         --------   --------
   Total Interest Expense                   1,169      1,390
                                         --------   --------
NET INTEREST INCOME                         1,963      1,968
PROVISION FOR LOAN LOSSES                      81         48
                                         --------   --------
NET INTEREST INCOME AFTER PROVISION
   FOR LOAN LOSSES                          1,882      1,920
                                         --------   --------
NONINTEREST INCOME:
   Service charges on deposit accounts        225        213
   Other income                               164        126
                                         --------   --------
   Total Noninterest Income                   389        339
                                         --------   --------
NONINTEREST EXPENSE:
   Salaries and benefits                      729        730
   Occupancy expenses                         100         90
   Equipment expenses                         151        155
   Other expenses                             394        392
                                         --------   --------
   Total Noninterest Expenses               1,374      1,367
                                         --------   --------
Income Before Income Taxes                    897        892
INCOME TAX EXPENSE                            217        277
                                         --------   --------
   NET INCOME                            $    680   $    615
                                         ========   ========
EARNINGS PER SHARE
   Net income                            $    .77   $    .70
                                         ========   ========
   Weighted Average Shares Outstanding    877,831    881,150
                                         ========   ========
</TABLE>

        The accompanying notes are an integral part of these statements.

<PAGE>

                                                                          Page 4


                           ALLEGHENY BANCSHARES, INC.
                           CONSOLIDATED BALANCE SHEETS
           (In thousands, except for share and per share information)

<TABLE>
<CAPTION>
                                              SEPTEMBER 30, 2008   DECEMBER 31, 2007
                                              ------------------   -----------------
                                                   Unaudited            Audited
<S>                                           <C>                  <C>
ASSETS

Cash and due from banks                            $  3,351            $  2,846
Federal funds sold                                      982                  34
Interest bearing deposits in banks                    5,159                 259
Investment securities available for sale             26,499              31,121
Investment securities held to maturity                   --                 500
Restricted equity securities                          2,114               1,667
Loans receivable, net of allowance for loan
   losses of $1,341 and $1,186 respectively         153,788             146,785
Bank premises and equipment, net                      6,337               6,540
Interest receivable                                   1,287               1,225
Bank owned life insurance                             3,649               3,518
Other assets                                            547                 385
                                                   --------            --------
   Total Assets                                    $203,713            $194,880
                                                   ========            ========
LIABILITIES
Deposits
   Noninterest bearing demand                      $ 21,130            $ 18,250
   Interest bearing
      Demand                                         19,352              15,134
      Savings                                        29,464              33,040
      Time deposits over $100,000                    26,812              26,775
      Other time deposits                            69,898              63,913
                                                   --------            --------
   Total Deposits                                   166,656             157,112
Accrued expenses and other liabilities                  771                 803
Federal funds purchased                                  --                  --
Short-term borrowings                                 1,533               1,717
Long-term debt                                        6,536               8,517
                                                   --------            --------
   Total Liabilities                                175,496             168,149
                                                   --------            --------
STOCKHOLDERS' EQUITY
Common stock; $1 par value, 2,000,000
   shares Authorized, 900,000 issued                    900                 900
Additional paid in capital                              900                 900
Retained earnings                                    27,753              25,836
Accumulated other comprehensive income                  183                 154
Treasury stock (at cost, 27,567 shares in
   2008 and 19,717 shares in 2007)                   (1,519)             (1,059)
                                                   --------            --------
   Total Stockholders' Equity                        28,217              26,731
                                                   --------            --------
   Total Liabilities and Stockholders' Equity      $203,713            $194,880
                                                   ========            ========
</TABLE>

        The accompanying notes are an integral part of these statements.
<PAGE>

                                                                          Page 5


                           ALLEGHENY BANCSHARES, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             Accumulated
                                                    Additional                  Other
                                           Common     Paid In    Retained   Comprehensive   Treasury
                                  Total     Stock     Capital    Earnings   (Loss) Income     Stock
                                 -------   ------   ----------   --------   -------------   --------
<S>                              <C>       <C>      <C>          <C>        <C>             <C>
BALANCE, DECEMBER 31, 2007       $26,731    $900       $900       $25,836       $154        $(1,059)
                                 =======    ====       ====       =======       ====        =======
Comprehensive Income
   Net income                      1,917                            1,917
   Change in unrealized
      gain on available for
      sale securities, net of
      income tax effect of $15        29                                          29
                                 -------
   Total Comprehensive Income      1,946
Purchase of Treasury Stock          (460)                                                      (460)
                                 -------    ----       ----       -------       ----        -------
BALANCE, SEPTEMBER 30, 2008      $28,217    $900       $900       $27,753       $183        $(1,519)
                                 =======    ====       ====       =======       ====        =======
BALANCE, DECEMBER 31, 2006       $25,560    $900       $900       $24,596       $(60)       $  (776)
Comprehensive Income
   Net income                      1,790                            1,790
   Change in unrealized
      loss on available for
      sale securities, net of
      income tax effect of $13        32                                          32
                                 -------
   Total Comprehensive Income      1,822
Purchase of Treasury Stock          (263)                                                      (263)
                                 -------    ----       ----       -------       ----        -------
BALANCE, SEPTEMBER 30, 2007      $27,119    $900       $900       $26,386       $(28)       $ (1039)
                                 =======    ====       ====       =======       ====        =======
</TABLE>

        The accompanying notes are an integral part of these statements.

<PAGE>

                                                                          Page 6


                           ALLEGHENY BANCSHARES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              NINE MONTHS ENDED
                                                                SEPTEMBER 30,
                                                              -----------------
                                                                2008      2007
                                                              -------   -------
<S>                                                           <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                 $ 1,917   $ 1,790
   Adjustments to reconcile net income to net
      cash provided by operating activities:
      Provision for loan losses                                   216       138
      Depreciation and amortization                               346       375
      Loss on disposal of fixed assets                             17
      Net amortization of securities                               10        14
      Deferred income tax benefit (increase) decrease             (52)       27
      Income from life insurance investment                      (131)       --
      Net change in:
         Accrued income                                           (62)      (58)
         Other assets                                            (177)       41
         Accrued expense and other liabilities                     23       (62)
                                                              -------   -------
   Net Cash Provided by Operating Activities                    2,107     2,265
                                                              -------   -------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Net change in federal funds sold                              (948)   (2,612)
   Net change in interest bearing deposits in banks            (4,900)     (518)
   Proceeds from sales, calls and maturities
      of available for sale securities                          6,856     3,330
   Purchase of securities available for sale                   (2,201)   (2,296)
   Proceeds from maturity of held to maturity security            500        --
   Purchase of restricted investments                            (614)      (60)
   Proceeds from redemption of restricted investments             167        22
   Net increase decrease in loans                              (7,219)   (5,916)
   Purchase of bank premises and equipment                       (162)     (115)
                                                              -------   -------
   Net Cash Used in Investing Activities                       (8,521)   (8,165)
                                                              -------   -------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net change in:
      Demand and savings deposits                               3,522     2,821
      Time deposits                                             6,022     3,053
      Short-term borrowings                                      (184)     (466)
      Federal funds purchased                                      --     1,500
   Curtailments of long-term borrowings                        (1,981)     (426)
   Purchase of treasury stock                                    (460)     (263)
                                                              -------   -------
   Net Cash Provided by Financing Activities                    6,919     6,219
                                                              -------   -------
CASH AND DUE FROM BANKS
   Net increase in cash and due from banks                        505       319
   Cash and due from banks, beginning of period                 2,846     2,174
                                                              -------   -------
   Cash and due from banks, end of period                     $ 3,351   $ 2,493
                                                              =======   =======
Supplemental Disclosure of Cash Paid During the Period for:
   Interest                                                   $ 3,786   $ 4,038
   Income taxes                                               $   780   $   696
</TABLE>

        The accompanying notes are an integral part of these statements.

<PAGE>

                                                                          Page 7


                           ALLEGHENY BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 ACCOUNTING PRINCIPLES:

The consolidated financial statements include the accounts of Allegheny
Bancshares Inc. and its subsidiaries (the "Company"). Significant intercompany
accounts and transactions have been eliminated in the consolidation.

The consolidated financial statements conform to accounting principles generally
accepted in the United States of America ("GAAP") and to general industry
practices. In the opinion of management, the accompanying unaudited financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position as of September 30,
2008, and the results of operations for the periods ended September 30, 2008 and
2007. The notes included herein should be read in conjunction with the notes to
the financial statements included in the 2007 annual report to stockholders of
Allegheny Bancshares, Inc.

NOTE 2 INVESTMENT SECURITIES AND RESTRICTED SECURITIES:

The amortized costs of investment securities and their approximate fair values
at September 30, 2008 and December 31, 2007 follows (in thousands of dollars):

<TABLE>
<CAPTION>
                                   SEPTEMBER 30, 2008    DECEMBER 31, 2007
                                  -------------------   -------------------
                                  AMORTIZED     FAIR    AMORTIZED     FAIR
                                     COST      VALUE       COST      VALUE
                                  ----------   ------   ----------   ------
<S>                               <C>         <C>       <C>         <C>
SECURITIES AVAILABLE FOR SALE:
   Mortgaged backed obligations
      of federal agencies          $ 3,080    $ 3,063    $ 2,984    $ 2,961
   Government sponsored
      enterprises                    5,495      5,567      9,489      9,579
   Obligations of states and
      political subdivisions        17,012     17,329     18,282     18,450
Corporate obligations                  502        408         --         --
   Other equities                      132        132        131        131
                                   -------    -------    -------    -------
      Total                        $26,221    $26,499    $30,886    $31,121
                                   =======    =======    =======    =======
SECURITIES HELD TO MATURITY:
   Government sponsored
      enterprises                  $    --    $    --    $   500    $   501
                                   =======    =======    =======    =======
</TABLE>

Restricted securities consist of stock in the Federal Home Loan Bank (FHLB) and
Community Financial Services, Inc. (CFSI). Investment in the FHLB stock is
determined by the level of the Bank's participation with FHLB various products
and is collateral against outstanding borrowings from that institution. CFSI is
the parent company of the Bank's correspondent bank. Both of these investments
are carried at cost, and each is restricted as to transferability.
<PAGE>

                                                                          Page 8


                           ALLEGHENY BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 LOANS RECEIVABLE:

Loans outstanding are summarized as follows (in thousands of dollars):

<TABLE>
<CAPTION>
                                  SEPTEMBER   DECEMBER
                                   30, 2008   31, 2007
                                  ---------   --------
<S>                               <C>         <C>
Real estate loans                  $ 69,473   $ 67,091
Commercial and industrial loans      68,387     65,223
Loans to individuals, primarily
   collateralized by autos           11,998     11,937
 All other loans                      5,271      3,720
                                   --------   --------
   Total Loans                      155,129    147,971
Less allowance for loan losses        1,341      1,186
                                   --------   --------
   Net Loans Receivable            $153,788   $146,785
                                   ========   ========
</TABLE>

NOTE 4 ALLOWANCE FOR LOAN LOSSES:

A summary of transactions in the allowance for loan losses for the six months
ended September 30, 2008 and 2007 follows (in thousands):

<TABLE>
<CAPTION>
                                            NINE MONTHS
                                               ENDED
                                           SEPTEMBER 30,
                                          ---------------
                                           2008     2007
                                          ------   ------
<S>                                       <C>      <C>
Balance, beginning of period              $1,186   $1,258
Provision charged to operating expenses      216      138
Recoveries of loans charged off               87       75
Loans charged off                           (148)    (300)
                                          ------   ------
Balance, end of period                    $1,341   $1,171
                                          ======   ======
</TABLE>

NOTE 5 LONG TERM DEBT:

The Company has borrowed money from the Federal Home Loan Bank of Pittsburgh
(FHLB). The interest rates on all of the notes payable as of September 30, 2008
were fixed at the time of the advance and fixed rates range from 4.14% to 5.61%.
The FHLB notes are secured by FHLB Stock, as well as investment securities and
mortgage loans. The weighted average interest rate is 4.84% at September 30,
2008.

NOTE 6 BANK OWNED LIFE INSURANCE:

The Company, in an effort to attract and retain employees, offers a variety of
benefits to full time employees. The costs of these benefits continue to grow
faster than inflation. In order to offset some of these costs and to offer other
benefits the Company has invested in a Bank Owned Life Insurance (BOLI)
contract. Earnings on these contracts are tax exempt, and are very attractive in
comparison with other long-term investments.

<PAGE>

                                                                          Page 9


NOTE 7 FAIR VALUE

In September 2006, the Financial Accounting Standards Board (FASB) issued
Statement No. 157, Fair Value Measurements, which provides a definition of fair
value for accounting purposes, establishes a framework for measuring fair value
and expands related financial disclosures. Statement No. 157 does not require
any new fair value measurements and was initially effective for the Company
beginning January 1, 2008. Statement No. 157 establishes a hierarchy that
prioritizes the use of fair value inputs used in valuation methodologies into
the following three levels.

          Level 1 - Valuation is based upon quoted prices for identical
     instruments treaded in active markets.

          Level 2 - Valuation is based upon quoted prices for similar
     instruments in active markets, quoted prices for identical or similar
     instruments in markets that are not active, and model -based valuation
     techniques for which all significant assumptions are observable in the
     market.

          Level 3 - Valuation is based upon significant inputs that reflect the
     reporting entity's own assumptions about the assumptions that market
     participants would use in pricing an asset or liability.

The following is a description of valuation methodologies used for assets
recorded at fair values.

Investment securities available for sale: Investment securities available for
sale are recorded at fair value on a recurring basis. Fair value measurement is
based upon quoted prices, when available. If quoted prices are not available,
fair values are measured using independent pricing models. Level 1 securities
include those traded by dealers or brokers in an active over the counter
markets. Level 2 securities include U.S. government sponsored enterprise
securities, mortgage backed securities issued by government sponsored entities,
municipal bonds and corporate debt securities. Securities classified as Level 3
include other equities that do not have an active market. Currently all of
Company's investment securities available for sale are considered Level 2
securities, and their fair value at September 30, 2008 is $26,499,000.

Loans: The Company does not record loans at fair value on a recurring basis.
However, from time to time, a loan is considered impaired and an allowance for
loan loss is established in accordance with SFAS 114 Accounting by Creditors for
Impairment of a Loan, including impaired loans measured at an observable market
price (if available), or at the fair value of the loan's collateral (if the loan
is collateral dependent). The fair value was determined by the measurement of
the fair value of the underlying collateral. Typically the collateral value is
determined by applying a discount to an appraisal that was performed at or about
the date of the loan. Due to the age of appraisals the changing market
conditions of real estate the Company considers it's impaired loans to be level
3 assets. At September 30, 2008, the aggregate carrying amount of impaired loans
was $1,093,612.

Other Real Estate Owned: Certain assets such as other real estate owned (OREO)
are measured at fair value less cost to sell. We believe that the fair value
component in its valuation follows the provisions of SFAS No. 157.

<PAGE>

                                                                         Page 10


NOTE 8 BENEFIT PLANS

Executive Performance Driven Plan: On June 4th, 2008, the Company, approved the
Pendleton Community Bank , Inc. Executive Performance Driven Plan. The
Performance Plan provides for bonus compensation based on achievement of certain
performance goals. The CEO is eligible to receive a bonus based on achievement
of the performance criteria.

     For the Bank's Chief Executive Officer, performance compensation will be
based on the following individual categories (as reflected in the performance of
Allegheny Bancshares, Inc.): Return on Average Equity, Increase in Earnings per
Share, Return on Assets, Asset Growth Rate.

     The total performance compensation which may be earned by the CEO is
between 0% and 11.50% of his base salary. The Company has accrued a liability
and incurred a benefit expense of $15,750 for the first nine months of 2008 for
this plan based on the assumption that the CEO will earn 10% of his base salary
for 2008.

Supplemental Retirement Agreement: On June 4th, 2008 the Bank entered into a
non-qualified Supplemental Retirement Agreement ("SERP") with the CEO. The SERP
provide for the payment of a monthly supplemental executive retirement benefit
equal to annual payments of $54,663 for a 15 year period. Such benefit shall be
payable for a period of fifteen years, or under certain circumstances, prior to
age 65. For each full calendar year the CEO completes with the Bank without
separation of service, the CEO shall be credited with 8.33% of this benefit,
toward 100% after 12 years. The Company has accrued a liability and incurred a
benefit expense of $17,203 for the first nine months of 2008 for this plan.

<PAGE>

                                                                         Page 11


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

Allegheny Bancshares, Inc. (Company) is a single bank holding company organized
under the laws of West Virginia. The Company provides financial services through
its wholly owned subsidiary Pendleton Community Bank (Bank).

The Bank is a full service commercial bank offering financial services through
four financial centers located in the West Virginia towns of Franklin,
Moorefield and Marlinton, and an office near Harrisonburg, Virginia. Currently
its primary trade areas are these towns and the West Virginia counties of
Pendleton, Hardy, Pocahontas, and in western Rockingham County, Virginia.

The following discussion and analysis is provided to address information about
the Company's financial condition and results of operations that may not
otherwise be apparent from reading the Consolidated Financial Statements and
notes. This discussion and analysis should be read in conjunction with the
Consolidated Financial Statements and the related notes to the Consolidated
Financial Statements.

                           FORWARD LOOKING STATEMENTS

The following discussion contains statements that refer to future expectations,
contain projections of the results of operations or of financial condition or
state other information that is "forward-looking." "Forward-looking" statements
are easily identified by the use of words such as "could," "could anticipate,"
"estimate," "believe," and similar words that refer to the future outlook. There
is always a degree of uncertainty associated with "forward-looking" statements.
The Company's management believes that the expectations reflected in such
statements are based upon reasonable assumptions and on the facts and
circumstances existing at the time of these disclosures. Actual results could
differ significantly from those anticipated.

Many factors could cause the Company's actual results to differ materially from
the results contemplated by the forward-looking statements. Some factors, which
could negatively affect the results, include:

     -    General economic conditions, either nationally or within the Company's
          markets, could be less favorable than expected;

     -    Changes in market interest rates could affect interest margins and
          profitability;

     -    Competitive pressures could be greater than anticipated; and

     -    Legal or accounting changes could affect the Company's results.

CRITICAL ACCOUNTING POLICY

The financial condition and results of operations as presented in the
Consolidated Financial Statements and the Notes to Consolidated Financial
Statements are dependent on the accounting policies. The policies selected and
applied involve judgments, estimates, and may change from period to period based
upon economic conditions. In addition, changes in generally accepted accounting
principles could impact the calculations of these estimates, and even though
this would not affect the true values, it could affect the timing of recognizing
income or expense.

The following discussion of allowance for loans loss is, in management's
opinion, the most important and critical policy that affects the financial
condition and results of operations. This critical policy involves the most
difficult and complex judgments about the unknown losses that currently exist in
the Company's largest asset, its loan portfolio.

<PAGE>

                                                                         Page 12


ALLOWANCE FOR LOAN LOSSES AND PROVISION FOR LOAN LOSSES

The provision for loan losses was $216,000 and $138,000 for the nine month
periods ended September 30, 2008 and 2007 respectively. The allowance for loan
losses ("ALL") was $1,341,000 (.86% of loans) at the end of the first nine
months of 2008 compared with $1,186,000 (.80% of loans) at December 31, 2007.
The ALL increase was caused primarily by the increased provision to the
allowance during 2008. The Company continues to monitor the loan portfolio for
signs of weakness or developing credit problems. Loan loss provision for each
period is determined after evaluating the loan portfolio and determining the
level of reserves necessary to absorb current charge-offs and maintain the
reserve at adequate levels. See Note 4 for the amounts.

The ALL is evaluated on a regular basis by management and is based upon
management's periodic review of the collectibility of the loans, industry
historical experience, the nature and volume of the loan portfolio, adverse
situations that may affect the borrower's ability to repay, estimated value of
any underlying collateral and prevailing economic conditions. This evaluation is
inherently subjective as it requires estimates that are susceptible to
significant revision as more information becomes available. Managements'
valuation of the ALL is based upon two principals of accounting: 1) SFAS No. 5
Accounting for Contingencies and SFAS No. 114, Accounting by Creditors for
Impairment of a Loan. The Company utilizes both of theses accounting standards
by first identifying problem loans above a certain threshold and estimating
losses based on the underlying collateral values, and second taking the
remainder of the loan portfolio and separating the portfolio into pools of loans
based on grade of loans as determined by the Company's internal grading system.
We apply loss percentages based upon our historical loss rates, and make
adjustments based on economic conditions. The determination of the ALL is
subjective and actual losses may be more or less than the amount of the
allowance. However management believes that the allowance is a fair estimate of
losses that exists in the loan portfolio as of the balance sheet date.

RESULTS OF OPERATIONS OVERVIEW

Net income of $1,917,000 for the first nine months of 2008 represents an
increase of 7.09% compared to the same period a year ago. Annualized returns on
average equity and average assets for the nine months ended September 30, 2008
were 9.24% and 1.27%, respectively, compared with 9.14% and 1.30% for the same
period in 2007. The increase in income is primarily due to an increase in
noninterest income as indicated by a $195,000 increase over the same period in
2007. Net interest income for the period was fairly flat compared to the same
period in 2007.

NET INTEREST INCOME

The Company has seen its net interest income before provision for loan losses
increase in the first nine months of 2008 compared to a year earlier. This
increase should have been larger due to the growth of earning assets, however
the growth of earning assets did not keep pace with the growth of interest
bearing liabilities. One of the primary reasons that earning assets did not grow
as fast was due to the transfer of $3.5 million dollars of earning assets to
other assets due to purchase of the Bank Owned Life Insurance (BOLI) investment.
The Company's tax equivalent net yield on interest earning assets fell from
4.65% for the first nine months of 2007 to 4.35% for the same period in 2008.
Average earning assets increased by 7.32% compared to the same period a year ago
and average interest bearing liabilities increased 9.80%.

Table I shows that the Company's taxable equivalent net interest income
increased by 0.36% for the first nine months of 2008 compared to the same period
in 2007. This increase was not as large as the increase in average earning
assets primarily due to the large drop in the yield on average earning assets.
This decrease resulted not only from the drop in interest rates, as the Federal
Reserve has dropped Fed Funds rate by 325 basis points since beginning of August
2007, but also from the change in the way the Company recognizes loan fee
income.

<PAGE>

                                                                         Page 13


In January 2008, the Company began following the Financial Accounting Standard
(FAS) No. 91 Accounting for Nonrefundable Fees and Costs Associated with
Originating or Acquiring Loans and Initial Direct Costs of Leases ("FAS 91").
FAS 91 was issued in December 1986 by the Financial Accounting Standards Board
(FASB) and was effective for years beginning after December 15, 1987. FAS 91
establishes the accounting for nonrefundable fees and costs associated with
lending, commitments to lend, or purchasing a loan or a group of loans. The main
effect to the Company with this adoption, is that now the Company will amortize
the loan fees we collect over the life of the loan. This amortization adjusts
the yield on the loans. In addition, the Company will also amortize the direct
costs that the Company incurs on originating loans. This also affects the yield
on loans. The Company has measured the effect on income and the financial
condition of the Company since the effective date of FAS 91 and has determined
it is not material. However while the net effect is not material it does lower
the net yield on earning assets as shown in Table 1, since historically all
nonrefundable loan fees have been included in the calculation of interest income
on loans. This has the affect of lowering the net yield on interest earning
assets as shown in Table I by 21 basis points.

Table I shows the average balances for interest bearing assets and liabilities,
the rates earned on earning assets and the rates paid on deposits and borrowed
funds.

                                     TABLE I

ALLEGHENY BANCSHARES, INC.
NET INTEREST MARGIN ANALYSIS
(ON A FULLY TAXABLE EQUIVALENT BASIS)(DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                    NINE MONTHS ENDED            NINE MONTHS ENDED
                                   SEPTEMBER 30, 2008           SEPTEMBER 30, 2007
                               --------------------------   --------------------------
                                AVERAGE   INCOME/            AVERAGE   INCOME/
                                BALANCE   EXPENSE   RATES    BALANCE   EXPENSE   RATES
                               --------   -------   -----   --------   -------   -----
<S>                            <C>         <C>      <C>     <C>        <C>       <C>
Inerest Income
   Loans (1, 2)                $151,094    $8,595   7.58%   $137,496   $ 8,606   8.35%
   Federal funds sold             1,334        30   3.00%      2,722       103   5.05%
   Interest bearing deposits      6,281       150   3.18%        231         7   4.04%
Investments
      Taxable                    11,588       368   4.23%     16,339       588   4.80%
      Nontaxable (2)             17,744       773   5.81%     18,426       814   5.89%
                               --------    ------   ----    --------   -------   ----
Total Earning Assets            188,041     9,916   7.03%    175,214    10,118   7.70%
                               --------    ------   ----    --------   -------   ----
Interest Expense
   Demand deposits               16,079       124   1.03%     15,544       193   1.66%
   Savings                       31,341       281   1.20%     33,329       675   2.70%
   Time deposits                 96,773     3,093   4.26%     82,283     2,859   4.63%
   Short-term borrowings          1,670        20   1.60%      2,469        85   4.59%
   Long-term debt                 7,271       261   4.79%      5,835       191   4.36%
                               --------    ------   ----    --------   -------   ----
   Total Interest Bearing
      Liabilities              $153,134    $3,779   3.29%   $139,460   $ 4,003   3.83%
                               --------    ------   ----    --------   -------   ----
   Net Interest Margin (1)                  6,137                        6,115
                                           ======                      =======
Net Yield on Interest
   Earning Assets                                   4.35%                        4.65%
                                                    ====                         ====
</TABLE>

(1)  Interest on loans includes loan fees

(2)  An incremental tax rate of 34% was used to calculate the tax equivalent
     income

<PAGE>

                                                                         Page 14


NONINTEREST INCOME

Noninterest income increased 20.99% during the first nine months of 2008 as
compared to the same period in 2007. The increase was largely due to earnings
the Company recognized on it's Subsidiary's Bank Owned Life Insurance (BOLI)
investment. This investment in BOLI has provided $131,000 in noninterest income
in the first nine months of 2008 and none of this was present in same period of
2007. In addition, increases of $65,000 in deposit service charges, and $35,000
in a combination of ATM fees and debit card fee income all boosted the Company's
noninterest income for the first nine months of 2008.

NONINTEREST EXPENSES

Total noninterest expense increased $54,000 or 1.34% for the first nine months
of 2008, as compared to 2007. Salaries and benefits increased by 0.51% due to
the increase in the number of employees, merit increases, and higher benefit
costs. This increase was held down by the adoption of FAS 91. As mentioned under
the net interest income section above, FAS 91 requires the incremental direct
costs of completing a loan to be deferred and amortized over the life of the
loan adjusting the net yield. This deferral of loan costs had the effect of
reducing salary expense by $274,000 for the first six months of 2008. After
adding back the cost deferral under FAS 91, our total salary and benefit expense
increased by 13.20%. The number of employees as measured by full time
equivalents (FTE) increased by 4.75 or 7.92% in the first nine months of 2008,
as compared to the same period of 2007. Salary and benefit costs increases were
led by a 25.12% increase in benefit costs.

Other expenses increased by approximately $38,000 or 3.39%. Some of the reasons
for this increase include $13,000 increase in ATM fees, $16,000 increase in
director's fees due to increased meeting fees and increased meetings, and
$14,000 increase in federal and state bank assessments in the first nine months
of 2008 over the same period in 2007.

INCOME TAX EXPENSE

Income tax expense equaled 26.24% of income before income taxes for the first
nine months of 2008 compared with 28.66% for the same period of 2007. 2008 taxes
were lower than normal due to a $38,000 reduction in 2007 tax expense discovered
during 2008. This reduction was used to reduce 2008 tax expense. Also 2008 taxes
are being reduced due to an increased amount of tax exempt income, particularly
the income from the BOLI investment as discussed above in non interest income
section.

LOANS AND PROVISION FOR LOAN LOSS

Total loans were $155,129,000 at September 30, 2008 as compared to $147,971,000
at December 31, 2007, representing a 4.84% increase. This loan growth came
primarily from real estate and commercial loans. A schedule of loans by type is
shown in Note 3 to the financial statements. The breakdown of loan growth as
shown in Note 3 is a 3.55% increase in our residential real estate loans, 4.85%
growth in commercial loans. Approximately 84% of the loan portfolio is secured
by real estate at September 30, 2008.

LOAN PORTFOLIO RISK FACTORS

Nonperforming loans include nonaccrual loans, loans over 90 days past due and
restructured loans. Nonaccrual loans are loans in which interest accruals have
been discontinued. Loans are placed in a nonaccrual status when management has
information that indicates that principal or interest may not be collectable.
Restructured loans are loans for which a borrower has been granted a concession
on the interest rate or the original repayment terms because of financial
difficulties.

<PAGE>

                                                                         Page 15


The following table summarizes the Company's nonperforming loans at September
30, 2008 and December 31, 2007 (in thousands of dollars):

<TABLE>
<CAPTION>
                                   SEPTEMBER   DECEMBER
                                    30, 2008   31, 2007
                                   ---------   --------
<S>                                <C>         <C>
Nonaccrual loans                     $  638     $    9
Restructured loans                      140        143
Loans delinquent 90 days or more        438        969
                                     ------     ------
   Total Nonperforming Loans         $1,216     $1,121
                                     ======     ======
</TABLE>

DEPOSITS

The Company's deposits increased $9,544,000 or 6.07% during the first nine
months of 2008. A schedule of deposits by type is shown in the balance sheets.
The primary reason for this increase was the increase in certificates of
deposits (CDs). Much of this growth it is believed to be due to a "flight to
quality" as customers seek safe investments due to volatility in the equity
markets. Time deposits of $100,000 or more were 16.09% and 17.04% of total
deposits at September 30, 2008 and December 31, 2007, respectively.

BORROWINGS

The Company borrows funds from the Federal Home Loan Bank (FHLB) to provide
liquidity and to reduce interest rate risk. As competition for deposits have
increased during periods of loan growth, FHLB borrowings have been utilized to
help fund the loan growth. These borrowings have a fixed rate of interest and
are amortized over a period of 5 to 20 years. Interest rates on these
obligations range from 4.14% to 5.61%.

CAPITAL

The Company continues to maintain a strong capital position to provide an
attractive financial return to our shareholders and to support future growth.
Capital as a percentage of total assets was 13.85% at September 30, 2008 and
significantly exceeded regulatory requirements. The Company is considered to be
well capitalized under the regulatory framework for prompt corrective actions.

UNCERTAINTIES AND TRENDS

Management is not aware of any known trends, events or uncertainties that will
have or that are reasonably likely to have a material effect on liquidity,
capital resources or operations. Additionally, management is not aware of any
current recommendations by the regulatory authorities which, if they were to be
implemented, would have such an effect.

LIQUIDITY AND INTEREST SENSITIVITY

Liquidity reflects our ability to ensure that funds are available to meet
present and future obligations. At September 30, 2008, the Company had liquid
assets of approximately $4.3 million in the form of cash and due from banks and
federal funds sold. Management believes that the Company's liquid assets are
adequate at September 30, 2008. Additional liquidity may be provided by the
growth in deposit accounts and loan repayments. In the event the Company would
need additional funds, it has the ability to purchase federal funds and borrow
under established lines of credit of $81.4 million.
<PAGE>

                                                                         Page 16


At September 30, 2008, the Company had a negative cumulative Gap Rate
Sensitivity Ratio of 24.33% for the one year repricing period. This rate
reflects a very conservative estimate since we show an immediate runoff of
accounts without a specific maturity date, and does not reflect the historical
movement of funds during varying interest rate environments. Adjusted for
historical repricing trends in response to interest rate changes, the adjusted
Gap Ratio is -8.53%. This indicates that the Company is liability sensitive. But
this negative gap ratio is within guidelines set by the Company and the Company
expects interest income would remain stable in both a declining and increasing
interest rate environment. Management constantly monitors the Company's interest
rate risk and has decided that the current position is an acceptable risk for a
community bank operating in a rural environment. Table II shows the Company's
interest sensitivity.

                                    TABLE II

ALLEGHENY BANCSHARES, INC.
INTEREST SENSITIVITY ANALYSIS
SEPTEMBER 30, 2008

<TABLE>
<CAPTION>
                                    0-3      4-12       1-5    OVER 5
                                  MONTHS    MONTHS     YEARS    YEARS    TOTAL
                                 -------   -------   -------   ------   -------
<S>                              <C>       <C>       <C>       <C>      <C>
(In Thousands of Dollars)
USES OF FUNDS:
Loans                             29,493    22,769    55,520   47,347   155,129
Federal funds sold                   982                                    982
Interest bearing deposits          2,113     3,046                        5,159
Investment securities              1,142       505    15,080    9,772    26,499
Restricted Investments                                          2,114     2,114
                                 -------   -------   -------   ------   -------
Total                             33,730    26,320    70,600   59,233   189,883
                                 -------   -------   -------   ------   -------
SOURCES OF FUNDS:
Deposits:
   Interest bearing demand        19,352                                 19,352
   Savings                        29,464                                 29,464
   Time deposits over $100,000     3,116    11,759    11,937             26,812
   Other time deposits            11,962    28,739    28,649      548    69,898
Short-term borrowings              1,533                                  1,533
Long-term debt                        79       244     3,158    3,055     6,536
                                 -------   -------   -------   ------   -------
Total                             65,506    40,742    43,744    3,603   153,595
                                 -------   -------   -------   ------   -------
Discrete Gap                     (31,776)  (14,422)   26,856   55,630    36,288
Cumulative Gap                   (31,776)  (46,198)  (19,342)  36,288
Ratio of Cumulative Gap
   To Total Earning Assets        -16.73%   -24.33%   -10.19%   19.11%
</TABLE>

Table II reflects the earlier of the maturity or repricing dates for various
assets and liabilities at September 30, 2008. In preparing the above table, no
assumptions are made with respect to loan prepayments or deposit run offs. Loan
principal payments are included in the earliest period in which the loan matures
or can be repriced. Principal payments on installment loans scheduled prior to
maturity are included in the period of maturity or repricing. A loan with a
floating rate that has reached a contractual floor or ceiling level is being
treated as a fixed rate loan until the rate is again free to float.

<PAGE>

                                                                         Page 17


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in Quantitative and Qualitative Disclosures
about Market Risk as reported in the 2007 Form 10-K.

ITEM 4T. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As a result of the enactment of the Sarbanes-Oxley Act of 2002, issuers that
file periodic reports under the Securities Exchange Act of 1934 (the "Act") are
now required to include in those reports certain information concerning the
issuer's controls and procedures for complying with the disclosure requirements
of the federal securities laws. Under rules adopted by the Securities and
Exchange Commission effective August 29, 2002, these disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports it
files or submits under the Act, is communicated to the issuer's management,
including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding disclosure.

We have established disclosure controls and procedures to ensure that material
information related to Allegheny Bancshares, Inc. and its subsidiary is made
known to our principal executive officer and principal financial officer on a
regular basis, in particular during the periods in which our quarterly and
annual reports are being prepared. These disclosure controls and procedures
consist principally of communications between and among the Chief Executive
Officer and the Chief Financial Officer to identify any new transactions,
events, trends, contingencies or other matters that may be material to the
Company's operations. As required, we have evaluated the effectiveness of these
disclosure controls and procedures as of the end of the period covered by this
quarterly report. Based on this evaluation, the Company's management, including
the Chief Financial Officer, concluded that such disclosure controls and
procedures were operating effectively as designed as of the date of such
evaluation.

CHANGES IN INTERNAL CONTROLS

During the period reported upon, there were no significant changes in the
Company's internal controls pertaining to its financial reporting and control of
its assets or in other factors that could significantly affect these controls.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS -

Not Applicable

ITEM 2. CHANGES IN SECURITIES -

During the three month period ending September 30, 2008, the Company purchased
some of the Company's stock to be held as treasury stock. This was not part of
publicly announced plan. The details of the transaction were as follows:

<TABLE>
<CAPTION>
                    TOTAL NUMBER    AVERAGE
                      OF SHARES    PRICE PER
       DATE           PURCHASED      SHARE
-----------------   ------------   ---------
<S>                 <C>            <C>
September 5, 2008       7,200        $58.50
September 9, 2008         200        $60.00
</TABLE>

<PAGE>

                                                                         Page 18


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

     The following Exhibits are filed as part of this Form 10-Q

<TABLE>
<CAPTION>
 No.                                 Description
----   -------------------------------------------------------------------------
<S>    <C>
31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
       (filed herewith).

31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
       (filed herewith).

32     Certifications of Chief Executive Officer and Chief Financial Officer
       pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
       the Sarbanes-Oxley Act of 2002 (filed herewith).
</TABLE>

The following exhibit is incorporated by reference to the Exhibits to Allegheny
Bancshares, Inc. Form 10-KSB filed March 30, 2003.

<TABLE>
<CAPTION>
No.                           Description                         Exhibit Number
----   --------------------------------------------------------   --------------
<S>    <C>                                                        <C>
3.1    Articles of Incorporation - Allegheny Bancshares, Inc.           E2
</TABLE>

The following exhibit is incorporated by reference to the Exhibits to Allegheny
Bancshares, Inc. Form 10-K filed March 31, 2006.

<TABLE>
<CAPTION>
No.                           Description                         Exhibit Number
----   --------------------------------------------------------   --------------
<S>    <C>                                                        <C>
3.3    Bylaws of Allegheny Bancshares, Inc.                             3.3
</TABLE>

<PAGE>

                                                                         Page 19


                                    SIGNATURE

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant causes this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        ALLEGHENY BANCSHARES, INC.


                                        By: /s/ WILLIAM A. LOVING,
                                            ------------------------------------
                                            William A. Loving, Jr.
                                            Executive Vice President and
                                            Chief Executive Officer


                                        By: /s/ L. KIRK BILLINGSLEY
                                            ------------------------------------
                                            L. Kirk Billingsley
                                            Chief Financial Officer

Date: November 7, 2008