U.S. Securities and Exchange Commission
                   Washington, D.C.  20549
                              
                          Form 10-Q
                              
            For the Quarter Ended March 31, 1999
                              
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

[  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from ___________________ to
__________________

               Commission file number 0-12724
                              
                      Belmont Bancorp.
                     An Ohio Corporation
             IRS Employer ID number - 34-1376776
                       325 Main Street
                   Bridgeport, Ohio  43912
                  Telephone (614) 695-3323
                              
   Check whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months, and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X   No ___

The number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
                              
               Common Stock, $0.25 par value,
                5,236,534 shares outstanding
                     as of May 10, 1999
                              
FORM 10-Q
BELMONT BANCORP.
Quarter Ending March 31, 1999

INDEX

Part I.  Financial information

Management's report on financial statements

Consolidated Statements of Condition - March 31, 1999,
December 31, 1998, and March 31, 1998

Consolidated Statements of Income-Three Months
Ended March 31, 1999 and March 31, 1998

Consolidated Statements of Cash Flows-Three Months
Ended March 31, 1999 and March 31, 1998

Consolidated Statements of Changes in Shareholders' Equity
Three Months Ended March 31, 1999 and March 31, 1998
Notes to the Consolidated Financial Statements

Management's Discussion and Analysis of Financial Condition
and Results of Operations

Part II - Other Information

Legal Proceedings
Changes in Securities
Defaults upon Senior Securities
Submission of Matters to a Vote of Security Holders
Other Information
Signature page

PART I - FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS

MANAGEMENT'S REPORT ON FINANCIAL STATEMENTS

     The following consolidated financial statements and
related notes of Belmont Bancorp. and subsidiaries were
prepared by management which has the primary responsibility
for the integrity of the financial information.  The
statements are prepared in conformity with generally accepted
accounting principles appropriate in the circumstances, and
include amounts that are based on management's best estimates
and judgments.  Financial information elsewhere in the
quarterly report is prepared on a basis consistent with that
in the financial statements.

     In meeting its responsibility for the accuracy of the
financial statements, management relies on the Corporation's
comprehensive system of internal accounting controls.  This
system provides reasonable assurance that assets are
safeguarded and transactions are recorded to permit the
preparation of appropriate financial information.  The system
of internal controls is characterized by an effective control
oriented environment within the Corporation which is
augmented by written policies and procedures, internal audits
and the careful selection and training of qualified
personnel.

     The functioning of the accounting system and related
internal accounting controls is under the general oversight
of the Audit Committee of the Board of Directors which is
comprised of five outside directors.  The accounting system
and related controls are reviewed by a program of internal
audits and by the Corporations' independent accountants.  The
Audit Committee meets regularly with the contract internal
auditor and the independent public accountants to review the
work of each and ensure that each group is properly
discharging its responsibilities.  In addition, the Committee
reviews and approves the scope and timing of the internal and
external audits and any findings with respect to the system
of internal controls.  Reports of examinations conducted by
federal regulatory agencies are also reviewed by the
Committee.

     The annual consolidated financial statements of Belmont
Bancorp. and subsidiaries will be examined by S.R. Snodgrass
A.C., the Corporation's independent certified public
accountants.  Their examination will be conducted in
accordance with generally accepted auditing standards and
will include a review of internal controls and a test of
transactions in sufficient detail to allow them to report on
the fair presentation of the consolidated operating results
and financial condition of Belmont Bancorp. and subsidiaries.

BASIS OF PRESENTATION

     The consolidated financial statements include the
accounts of Belmont Bancorp. and its subsidiaries, Belmont
National Bank and Belmont Financial Network.

Belmont Bancorp.
Consolidated Balance Sheet
(Unaudited) ($000s except per share amounts)
                                          March 31,  December 31,  March 31, 
                                          1999       1998          1998
ASSETS                                               As Restated            
                                                                 
    Cash and due from banks               $ 10,307   $  9,439      $ 11,223
    Federal funds sold                           -          -             - 
    Loans held for sale                      1,744      1,734         1,713
    Trading securities                       4,953      2,281             -
    Securities available for sale at                             
    market value                           171,121    184,995       126,758
    Securities held to maturity             11,863     12,516        15,237
    Loans                                  201,626    206,452       222,417
    Less allowance for possible loan                             
    losses                                 (6,681)    (5,475)       (4,186)
          Net loans                        194,945    200,977       218,231
    Premises and equipment, net              7,524      7,377         7,481
    Other real estate owned                    160          -             - 
    Accrued income receivable                3,136      2,731         3,013 
    Other assets                            18,321     16,233        10,190 
          Total Assets                    $424,074   $438,283      $393,846
                                          
LIABILITIES                                                      
     Non-interest bearing deposits                                
           Demand                         $ 25,925   $ 30,219      $ 29,380
     Interest-bearing deposits:                                  
           Demand                           42,905     42,437        46,732 
           Savings                          86,898     88,265        81,168
           Time                            139,242    143,430       126,266 
           Total deposits                  294,970    304,351       283,546
                                          
      Securities sold under repurchase                    
      agreements                             5,293      6,239         7,801
      Federal funds purchased and other                          
      short-term borrowings                  2,850      3,950         5,525
      Long term debt                        91,197     91,401        59,410 
      Accrued interest on deposits and                           
      other borrowings                         906        896           814
      Other liabilities                      6,638      6,082         4,316
            Total liabilities             $401,854   $412,919      $361,412
                                             
                                                                 
SHAREHOLDERS' EQUITY                                             
                                                                 
Preferred stock - authorized                              
90,000 shares with
no par value; issued and
outstanding, none                                -          -             -
Common stock  - $0.25 par value,                          
17,800,000 shares
authorized; 5,288,326 issued at           
3/31/99                                   $  1,321   $  1,321      $  1,321
Surplus                                      7,904      7,854         7,854     
                                           
Treasury stock (51,792 shares at                         
3/31/99;  66,174 shares at 12/31/98;
26,330 shares at 3/31/98)                  (1,170)    (1,400)         (501)
                                          
Retained earnings:                                        
Unappropriated                              14,701     17,938        23,010  
Appropriated for                                    
contingencies                                  850        850           850  
Accumulated other comprehensive                           
income (loss)                              (1,386)    (1,199)         (100)
Total shareholders' equity                $ 22,220   $ 25,364      $ 32,434
Total liabilities and                    
shareholders' equity                      $424,074   $438,283      $393,846  

Belmont Bancorp.
Consolidated Statements of Income
(Unaudited) ($000s except per share amounts)

                                     For the Three Months Ended March 31,
                                           1999          1998
INTEREST INCOME                                            
                                                           
    Loans and lease financing                              
        Taxable                       $    4,859   $    5,215
        Tax-exempt                            70           66 
    Investment securities:                                 
        Taxable                            1,977        1,828                 
        Tax-exempt                           385          291                 
     Dividends                                88           81               
     Interest on trading                                   
     securities                               52            1
     Interest on fed funds sold               37           39                
                                           
        Total interest income              7,468        7,521          
                                         
INTEREST EXPENSE                                           
                                                           
      Deposits                             2,892        2,660                 
      Borrowings                           1,355        1,160           
         Total interest expense            4,247        3,820                 
         Net interest income               3,221        3,701             
      Provision for possible loan                          
      losses                               5,735          150
      Net interest income (loss) after                         
      provision for possible loan
      losses                             (2,514)        3,551
                                          
NON-INTEREST INCOME                                        
                                                           
      Trust fees                             128          109                
      Service charges on deposits            187          171                 
      Other operating income                 225          230                
      Investment securities gains                          
      (losses)                               (1)            -
      Trading profits (losses)              (60)           14                
      Gains (losses) on securities                      
      available for sale                      41          320   
      Total non-interest                               
      income                                 520          844
                                                           
NON-INTEREST EXPENSE                                       
                                                           
      Salary and employee benefits         1,082        1,066                 
      Net occupancy expense of                             
      premises                               251          199
      Equipment expenses                     229          221               
      Other operating expenses               710          740                
      Total non-interest                               
      expense                              2,272        2,226
      Income (loss) before income                             
      taxes                              (4,266)        2,169
INCOME TAX EXPENSE (CREDIT)              (1,657)          591                
           Net income (loss)          $  (2,609)   $    1,578
                                                           
PER COMMON SHARE DATA                                      
                                                           
        Net income (loss) per share
          (basic and diluted)         $   (0.50)   $     0.30
        Cash dividend per share       $    0.120   $    0.085
        Book value per share          $     4.24   $     6.16
        Weighted average shares                            
        outstanding                    5,232,060    5,263,307

Belmont Bancorp.
Consolidated Statement of Cash Flows
For the Three Months Ended March 31
(Unaudited) ($000s)
                                              1999       1998
Operating Activities                                           
                                                              
Net income                                    $ (2,609)  $  1,578
                                                              
Adjustments to reconcile net income to net                    
cash flows provided by operating activities:                  
Provision for possible loan losses               5,735        150
Depreciation and amortization expense              180        201
Amortization of investment security                           
premiums                                           862        368
Accretion of investment security discounts                     
and interest recorded on zero-coupon                
securities                                       (114)       (69)            
Investment securities (gains) losses                 1          -
(Gains) losses on securities available for           
sale                                              (41)      (320)          
(Gains) losses on sale of trading assets            60       (14)     
Purchase of securities for trading account    (13,132)          -
Proceeds from sale of trading assets            10,243        483
Gain on sale of loans                             (22)       (41)      
(Increase) decrease in interest receivable       (405)      (427)      
                                                         
Increase (decrease) in interest payable             10         83
Others, net                                    (1,440)      2,195
Net cash provided (used) by operating        
activities                                       (672)      4,187 
                                                              
Investing Activities                                          
Net (increase) decrease in federal funds sold        0          0
Proceeds on sale of securities available for   
sale                                            15,709     17,940
Proceeds from maturities and calls of                         
investment securities                               54      3,107
Purchase of securities available for sale     (17,756)   (32,970)        
Principal collected on mortgage-backed                        
securities                                      15,685      6,139
Net (increase) decrease in loans and                          
leases, net of charge offs                     (5,387)    (9,940)        
Proceeds on sale of loans                        5,539     10,641
Recoveries on loans previously charged off           1         11
Purchases of premises and equipment              (326)      (281)      
Proceeds on sale of other real estate owned          0         20
Net cash provided (used) by investing           
activities                                      13,519    (5,333) 

Financing Activities                                          
Net increase (decrease) in deposits            (9,381)    19,638
Net increase (decrease) in repurchase         
agreements                                       (946)     2,545
Net increase (decrease) in short-term                 
borrowings                                     (1,100)   (9,110)
Payments on long-term debt                       (204)  (10,225)      
Purchase of treasury stock                           0     (409)      
Proceeds on issuance of treasury stock             280       112
Dividends paid on common and preferred stock     (628)     (447)     
Net cash provided (used) by financing                 
activities                                    (11,979)     2,104
                                                              
Increase (Decrease) in Cash and Cash              
Equivalents                                        868       958
Cash and Equivalents at Beginning of Year        9,439    10,265
Cash and Equivalents at March 31              $ 10,307  $ 11,223

<TABLE>
Belmont Bancorp.
Consolidated Statement of Shareholders' Equity
(Unaudited) ($000s except per share amounts)
For the Three Months Ended March 31, 1999 and 1998
<CAPTION>
                                                      Accumulated
                                            Compre-     Other Compre-                  Retained
                                                                                      Earnings
                                            hensive  hensive  Common           Unappro-  Appro-   Treasury
                                  Total     Income   Income   Stock   Surplus  priated   priated  Stock
<S>                               <C>       <C>      <C>      <C>     <C>      <C>       <C>      <C>
Balance, December 31, 1997        $31,899            $ 199    $1,321  $7,781   $21,879   $850     ($131)
1998 Year-to-date net income        1,578    1,578                               1,578            
Change in unrealized loss-                                                  
securities available-for-
sale, net of reclassification                                
adjustment                          (299)    (299)   (299)  
Comprehensive income                        $1,279                                     
Purchase of treasury stock          (409)                                                          (409)
Issuance of treasury stock            112                                 73                          39
Cash dividends declared:                                                     
Common stock ($.085 per             
share)                              (447)                                        (447)                                         
Balance, March 31, 1998           $32,434           ($100)    $1,321  $7,854   $23,010   $850     ($501)
                               
Balance, December 31, 1998,       
as previously reported            $33,430         ($1,199)    $1,321  $7,854   $26,004   $850   ($1,400)
Prior period adjustment           (8,066)                0         0       0   (8,066)      0          0
Balance as restated, December                                                  
31, 1998                           25,364         ( 1,199)     1,321   7,854   17,938     850   ( 1,400)             
1999 Year-to-date net income      (2,609)  (2,609)                            (2,609)            
Change in unrealized loss-                                                  
securities available-for-
sale, net of reclassification       
adjustment (1)                      (187)    (187)   (187)                             
Comprehensive income                       (2,796)                                     
Purchase of treasury stock              0                                                              0
Issuance of treasury stock            280                                 50                         230
Cash dividends declared:                                                     
Common stock ($.12 per             
share)                              (628)                                        (628)                                         
Balance, March 31, 1999           $22,220         ($1,386)    $1,321  $7,904   $14,701   $850   ($1,170)
                                
(1)  Disclosure of reclassification
adjustment:
Unrealized holding                         
losses arising during period                 (160)
Less:  reclassification             
adjustment for gains included
in net income, net of tax                       27
Net unrealized losses                       
on securities                                (187)
</TABLE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

     The foregoing financial statements are unaudited,
however, in the opinion of Management, all adjustments
necessary for a fair presentation of the financial statements
have been included.   A summary of the Corporation's
significant accounting policies is set forth in Note 1 to the
Consolidated Financial Statements in the Corporation's Annual
Report on Form 10-K for 1998.

     Related party transactions - The Corporation's and it
Subsidiaries' directors and officers and their associates
were customers of, and had other transactions with, the
subsidiary bank in the ordinary course of business during
1999.  All loans and commitments included in such
transactions were made on substantially the same terms,
including interest rates and collateral, as those prevailing
at the time for comparable transactions with other persons
and did not involve more than the normal risk of
collectibility.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
SUMMARY

     The Corporation reports a loss of $2.609,000 for the
first quarter of 1999, or $0.50 per share, and will restate
its fourth quarter of 1998 earnings for a prior period
adjustment.  The loss and prior period adjustment are
attributable to loan relationships with a large commercial
borrower (the "Borrower") from New Philadelphia, Ohio.  As
publicly announced on April 28, 1999, the Borrower, a
retailer of manufactured housing, voluntarily and
unexpectedly ceased operations at the close of business on
April 26, 1999.  Belmont National Bank has a significant
commercial loan relationship with the Borrower.  In addition,
the Bank provided temporary interim financing during the
construction period for homes for the Borrower's customers.

     In the course of assessing the impact of this event on
the Bank, management discovered certain irregularities
related to indirect consumer loans which had been obtained
from the Bank through the Borrower's finance department.
Restated financial statements as of December 31, 1998 will be
issued to shareholders as soon as practical.  Previously reported
net income for the year ended December 31, 1998 was $6,147,000;
earnings for the year will be restated to reflect a loss of
$1,919,000 or a loss of $0.37 per share.

     With respect to the consumer loans provided to the
Borrower's customers, the Bank advanced the proceeds of the
consumer loans directly to the Borrower with the permission
of the customer.  There were instances where the customer
would subsequently cancel the sales contract with Borrower,
but the funds were not returned by the Borrower to the Bank.
These funds were apparently used by the Borrower to fund its
operations.  In many instances, the Borrower failed to
perform on the retail sales contract even though the Bank had
provided the funds to the Borrower so the Borrower could
complete the terms of the sales agreement.  In addition, the
Borrower often failed to payoff the floor-plan lender on the
home purchased which has further impacted the Bank's
collateral position with respect to the homes.  The Bank
continues to assess the impact of this segment of its
consumer loan portfolio on its current and future operations.
Any cancelled sales contracts that were originated prior to
1999 are recognized as a loss during the fourth quarter of
1998 as a prior period adjustment.  Also, loss associated
with contracts in the progress of construction that were
funded prior to 1999 have been recognized as part of the
prior period adjustment.  Losses on contracts funded during
1999 have been recognized during the first quarter of 1999.
In addition, the estimate of loss associated with the
commercial loan relationship has been recognized during the
first quarter of 1999.

     The remaining indirect consumer loans have been placed
on non-accrual status.  At March 31, 1999, these loans total
$6,672,000 and a reserve in the allowance for loan losses in
the amount of $2,147,000 has been allocated to these consumer
loans.  The current remaining balance on the commercial loan
relationship with the Borrower is $3,618,000; these loans are
also on non-accrual status and a reserve in the allowance for
loan losses in the amount of $1,118,000 has been allocated to
the commercial credits.

     The estimates of loss for the first quarter of 1999 and
the restatement of earnings for the fourth quarter of 1998
are based on the best information available to management at
the present time.  Future results of operations may continue
to be affected by this situation.  The Bank is pursuing a
claim with its fidelity bond carrier seeking restitution; the
maximum claim permitted by the policy is $4.7 million however
there can be no assurance at the present time that the claim
will be paid.
     Performance ratios for the first quarter of 1999 and
1998 are presented below:
     
Three Months Ended                     
March 31
($000s)                                       1999    1998
                                       
Return on average assets                     -2.44%    1.60%
Return on shareholders' equity              -46.79%   18.97%
                                       
Average assets                             $427,510 $393,756
Average shareholders' equity                $22,304  $33,279
     


NET INTEREST INCOME

     A major share of the Corporation's income results from
the spread between income on earning assets and interest
expense on the liabilities used to fund those assets.   Net
interest income is affected by changes in interest rates and
the amounts and distributions of interest earning assets and
interest bearing liabilities outstanding.  Net interest
margin is net interest income divided by the average earning
assets outstanding.  A third frequently used measure is net
interest rate spread which is the difference between the
average rate earned on assets and the average rate paid on
liabilities without regard to the amounts outstanding in
either category.

     Table 1, Consolidated Average Balance Sheets and
Analysis of Net Interest Income, compares interest revenue
and interest earning assets outstanding with interest cost
and liabilities outstanding for the three months ended March
31, 1999, 1998 and 1997.  The table contains net interest
income, net interest margin and net interest rate spread for
each period.  All three of these measures are reported on a
taxable equivalent basis.

     The taxable equivalent yield on interest earning assets
decreased from 8.50% during the first quarter of 1998 to
7.81% in 1999, a decrease of 69 basis points. (A basis point
(bp) is equivalent to .01%.)  The cost of interest bearing
liabilities fell 8 basis points from 4.69% during the first
quarter of 1998 to 4.61% in 1999.  The net interest margin
decreased from 4.28% to 3.49% during the comparative
quarters.  The net interest margin for the first quarter of
1997 was 4.65%.

     Table 2, Analysis of Net Interest Income Changes,
separates the dollar change in the Corporation's net interest
income into three components:  changes caused by (1) an
increase or decrease in the average asset and liability
balances outstanding (volume); (2) the changes in average
yields on interest earning assets and average rates for
interest bearing liabilities (yield/rate); and (3) combined
volume and yield/rate effects (mix).

<TABLE>
TABLE 1. - CONSOLIDATED AVERAGE BALANCE SHEETS AND ANALYSIS OF
NET INTEREST INCOME
(Fully Taxable Equivalent Basis) ($000's)
<CAPTION>                                                                             
                                                                             
                                     Three Months Ended March 31,
                          1999                  1998               1997      
                Average            Average  Average             Average  Average             Average
                Out-      Revenue/ Yield/   Out-      Revenue/  Yield    Out-       Revenue/ Yield
                standing  Cost     Rate     standing  Cost      Rate     standing   Cost     Rate
<S>             <C>       <C>      <C>      <C>       <C>       <C>      <C>        <C>      <C>
Assets                                                                       
Interest                                                                     
earning assets
Loans and       
leases          $203,226  $4,962   9.90%    $225,239  $5,313    9.57%    $193,184   $4,484   9.41%  
Securities                                                                 
Taxable          154,650   2,065   5.42%     116,728   1,908    6.63%      99,570    1,757   7.16%
Exempt from       
income tax        33,508     560   6.78%      21,619     424    7.95%      21,211      400   7.65%       
Trading            
account assets     4,191      52   5.03%          76       1    5.34%           0        0   0.00%
Federal funds      
sold               3,124      37   4.80%       2,915      39    5.43%       4,001       52   5.27%
Total interest   
earning assets   398,699   7,676   7.81%     366,577   7,685    8.50%     317,966    6,693   8.54%  
Cash and due      
from banks        10,410                      10,839                       10,024                  
Other assets      27,169                      20,270                       15,095            
Valuation                                                                    
allowance-
available for
sale            
securities       (1,974)                         217                        (577)                 
Allowance for    
possible loan                                              
loss             (6,794)                     (4,147)                      (3,192)            
Total assets     427,510                     393,756                      339,316            
                                                          
Liabilities                                                                  
Interest                                                                     
bearing
liabilities
Interest         
checking          46,998     364   3.14%      44,210     373    3.42%      46,197      392   3.44%   
Savings           86,969     677   3.16%      81,638     658    3.27%      79,435      597   3.05%
Other time       
deposits         137,682   1,851   5.45%     121,811   1,629    5.42%     111,871    1,455   5.27%   
Other            
Borrowings       102,087   1,355   5.38%      82,315   1,160    5.72%      43,310      607   5.68%          
Total interest   
bearing            
liabilities      373,736   4,247   4.61%     329,974   3,820    4.69%     280,813    3,051   4.41%
Demand deposits   29,928                      29,239                       28,540            
Other              
liabilities        1,542                       1,264                        2,132            
Total            
liabilities      405,206                     360,477                      311,485              
Shareholders'     
equity            22,304                      33,279                       27,831               
Liabilities      
& shareholders'                                              
equity           427,510                     393,756                      339,316            
Net interest                                                                 
income
Margin on a                
taxable
equivalent basis           3,429   3.49%               3,865    4.28%                3,642   4.65%
Net interest                      
rate spread                        3.20%                        3.81%                        4.13%
Interest                                                                     
bearing
liabilities
to interest                      
earning assets                    93.74%                       90.01%                       88.32%         
</TABLE>

<TABLE>
TABLE 2. - ANALYSIS OF NET INTEREST INCOME CHANGES
(Taxable Equivalent Basis) ($000's)
<CAPTION>                                                                            
                                      Three Months Ended March 31
                           1999 Compared to 1998             1998 Compared to 1997             
                      Volume  Yield    Mix    Total    Volume  Yield    Mix    Total
<S>                   <C>     <C>      <C>    <C>      <C>     <C>      <C>    <C>
Increase (Decrease)
in Interest Income
Loans and Leases      ($519)   $186    ($17)  ($350)   $  744  $   73   $ 12   $829
Securities                                                                
Taxable                  620   (349)   (114)     157      303   (129)   (23)    151
Exempt from              
Income Taxes             233    (63)    (34)     136        8      16      0     24
Trading Account          
Assets                    54       0     (3)      51        0       0      1      1
Federal Funds Sold         3     (4)     (1)     (2)     (14)       2    (1)   (13)
Total Interest  
Income Change            391   (230)   (169)     (8)    1,041    (38)   (11)    992
Increase (Decrease)                                                        
in Interest Expense
Interest Checking         24    (31)     (2)     (9)     (17)     (2)      0   (19)
Savings                   43    (22)     (2)      19       17      43      1     61
Other Time              
Deposits                 212       9       1     222      129      41      4    174
Short Term               
Borrowings               279    (67)    (17)     195      547       3      3    553
Total Interest           558   (111)    (20)     427      676      85      8    769
Expense Change
Increase (Decrease)                                                         
in Net Interest
Income on a Taxable     
Equivalent Basis      ($167)  ($119)  ($149)  ($435)     $365  ($123)  ($19)   $223
(Increase) Decrease                                                        
in Taxable
Equivalent
Adjustment                                      (45)                              1
                                          
Net Interest Income             
Change                                        ($480)                           $224
</TABLE>

OTHER OPERATING INCOME

     Other operating income, excluding securities gains and
losses, decreased 8.4%, or $44,000, and totaled $480,000 for
the first three months of 1999, compared to $524,000 for the
respective period last year.  The decline in other operating
income is attributable to trading losses which totaled
$60,000 for the first quarter of 1999 compared to gains of
$14,000 for the same period last year.  Gains on sales of
securities held in the available for sale portfolio generated
$41,000 during the first quarter of 1998, down from $320,000.
Changes in various categories of other income are depicted in
the table below.

                    Three months ended March 31,
($000s)              1999   1998  % Change
                                                                         
Trust fees           $128   $109    17.4%
Service charges on   
deposits              187    171     9.4%
Gain on sale of     
loans                  22     41   -46.3%
Trading gains        
(losses)             (60)     14  -528.6%            
Other income          203    189     7.4%
     Subtotal         480    524    -8.4%
Security gains      
(losses)              (1)      0       na
Gains (losses)                         
securities held
for sale               41    320   -87.2%
     Total           $520   $844   -38.4%

INVESTMENT SECURITIES

     The amortized cost and estimated market values of
securities held to maturity at March 31, 1999 are as follows:

                                         Gross      Gross       Estimated
                              Amortized  Unrealized Unrealized  Market
($000s)                       Cost       Gains      Losses      Value
U.S. Treasury securities                                        
and obligations of
U.S. Government              
corporations and agencies     $ 2,254    $  0       $22         $ 2,232
Obligations of states and      
political subdivisions          3,766     218         4           3,980
Mortgage-backed securities      5,843      65        33           5,875
     Total                    $11,863    $283       $59         $12,087

      The amortized cost and estimated market values of
securities available for sale at March 31, 1999 are as
follows:

                                         Gross      Gross       Estimated
                              Amortized  Unrealized Unrealized  Market
($000s)                       Cost       Gains      Losses      Value
U.S. Treasury securities                                     
and obligations of
U.S. Government               
corporations and agencies     $  9,321   $ 10       $   65      $  9,266
Obligations of states and      
political subdivisions          41,280      6          794        40,492
Mortgage-backed securities      81,626    217        1,113        80,730
Mortgage derivatives            28,766    110          316        28,560
Corporate trust preferred       
securities                       6,529      2          148         6,383
Marketable equity            
securities                       5,700    118          128         5,690
     Total                    $173,222   $463       $2,564      $171,121
                                                              
     Corporate trust preferred securities consist of six
separate issues, none with a par value in excess of $2
million.  No single privately issued bond exceeded 10% of
shareholders equity at March 31, 1999.  Market factors and
prepayment speeds can have an impact on the yield and average
lives of mortgage-backed securities including mortgage
derivatives.

OPERATING EXPENSES

     Successful expense control is an essential element 
to the Corporation's profitability. Occupancy
expense was higher during 1999 due to costs associated with
vacating a leased branch office inside the Ohio Valley Mall.
The Bank expanded its drive-thru facility on the outside
perimeter of the Ohio Valley Mall to a full service branch.
The following table shows the dollar amounts and growth in
various components of operating expenses.

                 Three months ended March 31,
($000s)           1999    1998    % Change
                              
Salaries and      
wages             $  791  $  774   2.2%
Employee             
benefits             291     292  -0.3%
Net occupancy       
expense              251     199  26.1%
Equipment         
expense              229     221   3.6%
Other operating     
expenses             710     740  -4.1%
     Total        $2,272  $2,226   2.1%

Historically, when comparing the Corporation to various peer
groups, the overhead costs of the Corporation have been
significantly lower than peer.  However, during 1999 the
Corporation anticipates expenses associated with the under-performing
loans discussed above to have a negative impact on
operating expenses.  An estimate of these expenses is unknown
at the present time.

PROVISION AND ALLOWANCE FOR POSSIBLE LOAN LOSSES

     The Corporation provides as an expense an amount which
reflects expected loan losses.  This provision is based on
the growth of the loan and lease portfolio and on historical
loss experience.  The expense is called the provision for
possible loan losses in the Consolidated Statement of Income.
Actual losses on loans and leases are charged against the
allowance built up on the Consolidated Balance Sheet through
the provision for possible loan losses.  The amount of loans
and leases actually removed as assets from the Consolidated
Balance Sheets is referred to as charge-offs and, after
netting out recoveries of previously charged-off assets, becomes
net charge-offs.

     For the first three months of 1999, $5,735,000 was added
to the allowance and charged to expense compared to $150,000
in 1998 with the increase attributable to the under-performing
loans described above.

     At March 31, 1999, the allowance for possible loan
losses to total loans and leases was 3.29% compared to 1.87%
last year.  The ratio of the under-performing assets to the
Allowance for Possible Loan Losses was 166.8% at March 31, 1999
compared to 20.2% last year.  The following table details the
Allowance for Possible Loan Losses and also includes various
loan charge-off statistics for 1999 and 1998.

Allowance for Possible Loan Losses

                                   Three months ended March 31,
($000s)                                  1999        1998
Balance as originally
  reported, December 31                $4,529     $  4,134
Prior period adjustment                   945            0
Balance as restated, December 31        5,474        4,134
Provision for possible loan      
losses                                  5,735          150
Loans charged-off                       4,529          109
Recoveries on loans            
previously charged-off                      1           11
     Net charge offs                    4,528           98
                                              
Balance, end of period                 $6,681     $  4,186
                                              
Loans and leases outstanding     
at period                            $203,370     $224,130           
Average loans and leases             $203,226     $225,239
                                            
Annualized net charge offs                    
as a percent of:
   Average loans and leases             8.91%        0.17%
   Total loans at end of                
   period                               8.91%        0.17%
   Reserve for possible loan                 
   losses                             271.10%        9.36%
Reserve for possible loan                     
losses to:
   Average loans and leases             3.29%        1.86%
   Total loans at end of              
   period                               3.29%        1.87%
   Under-performing assets             59.97%      495.38%

     Charge-offs associated with the indirect consumer loans
for customers of the Borrower as previously described totaled
$2,460,000 during the first quarter of 1999.  Charge-offs
associated with the commercial loan relationship of the
Borrower totaled $1,955,000 during the first quarter of 1999.


UNDER-PERFORMING ASSETS

     Under-performing assets consist of (1) non-accrual
loans, leases and debt securities on which the ultimate
collectibility of the full amount of interest is uncertain,
(2) loans and leases past due ninety days or more as to
principal or interest and (3) other real estate owned.  A
summary of under-performing assets at March 31 follows:

Under-performing assets          March 31,

($000s)                           1999          1998
Non-accrual loans and      
leases                           $10,962        $837
Ninety days past due loans                    
and leases still accruing             
interest                              19           8
Other real estate owned              160           0
     Total                       $11,141        $845
                                              
     Loans restructured and in compliance with modified terms
are not included in total under-performing assets.   Total under-
performing assets were $11.1 million or 2.63% of total assets
at March 31, 1999 compared to $845,000 or 0.21% of total
assets at March 31, 1998.  Included in under-performing
assets are $6.7 million in consumer homebuilder loans related
to the cessation of business of the manufactured housing
retailer discussed previously.  These loans were placed on non-
accrual status until such time as the home is complete and
the consumer can obtain permanent financing or the valuation
for the collateral supporting the loan is complete.  Also
included in non-accrual loans are $3.4 million in commercial
loans associated directly with the manufactured housing
retailer.   An allocation of the Allowance for Loan Losses
related to these consumer and commercial loans totals
$3,265,000.  The commercial loans are secured by real estate,
equipment and inventory.


LONG TERM DEBT

     Long term debt consists of advances from the Federal
Home Loan Bank as follows:

                        Amount Current    
                                  
Type                     ($000s)    Rate   Maturity
                                        
Fixed rate, non-         
amortizing advance        5,000     6.10%  9/17/99             
Fixed rate, non-          
amortizing advance        5,000     6.20%  9/15/00           
Fitxed rate, non-        
amortizing advance       10,000     6.56%  10/1/07           
Fixed rate, non-       
amortizing advance       30,000     5.09%  12/10/07            
Fixed rate, non-          
amortizing advance        7,000     5.60%  4/30/08            
Fixed rate, non-         
amortizing advance        8,000     5.42%  6/19/08           
Fixed rate, non-         
amortizing advance       10,000     4.78%  9/25/08           
Fixed rate, non-         
amortizing advance       10,000     4.53%  10/2/08           
Fixed rate, amortizing    
advance                   1,409     6.05%  11/18/01          
Fixed rate, amortizing     
advance                      88     5.80%  12/1/05              
Fixed rate, amortizing   
advance                   1,079     6.85%  6/6/11
Fixed rate, amortizing     
advance                     100     6.75%  6/6/11
Fixed rate, amortizing     
advance                     625     6.85%  6/12/11             
Fixed rate, amortizing     
advance                     243     6.95%  8/31/15             
Fixed rate, amortizing    
advance                   2,151     6.70%  8/1/12
Fixed rate, amortizing      
advance                     502     6.25%  11/1/17            
     Total               91,197                    
                        
CAPITAL RESOURCES

     At March 31, 1999, shareholders' equity was $22.2
million compared to $25.4 at December 31, 1998 and $32.4 at
March 31, 1998.  The decline in capital is primarily the
result the loss reported for the year 1998 through the
restatement of 1998 results of operations and the first
quarter 1999 loss.  The loss for the year ended 1998 as
restated was $1.9 million.  The following table presents
various capital ratios as of March 31:

                             Requirement      Belmont
                             For Capital      Bancorp.
March 31,                       Adequacy      1999   1998
                                Purposes
Average shareholder's                                     
equity to :
  Average assets                                5.2%  8.5%
  Average deposits                              7.4% 12.0%
  Average loans and                            11.0% 14.8%
leases
Primary capital                                 6.8%  9.3%
Risk-based capital                                        
ratio:
   Tier 1                          4.0%         8.2% 11.8%
   Total                           8.0%         9.5% 13.1%
Leverage ratio                     4.0%         5.5%  8.1%

The Federal Reserve Board has adopted risk-based capital
guidelines that assign risk weightings to assets and off-
balance sheet items.  The guidelines also define and set
minimum capital requirements (risk-based capital ratios).
Banks are required to have core capital (Tier 1) of at least
4.0% or risk-weighted assets and total capital of 8.0% or
risk-weighted assets.  Tier  1 capital consists principally
of shareholders' equity less goodwill, while total capital
consists of core capital, certain debt instruments and a
portion of the reserve for possible loan losses.  At March
31, 1999, the Corporation had a Tier 1 capital ratio of 8.2%
and a total capital ratio of 9.5% placing the Corporation in
the adequately capitalized category based on regulatory
guidelines.  National banks are required to maintain Tier 1
capital in an amount equal to at least 4.0% of adjusted total
assets (referred to as a total assets leverage ratio)  to be
considered adequately capitalized in addition to the risk-
based ratios described above. At March 31, 1999, the
Corporation's leverage ratio was 5.5%.

DIVIDENDS

     The subsidiary Bank is the primary source of funds to
pay dividends to the shareholders of Belmont Bancorp.  The
approval of the Comptroller of the Currency will be required
for future dividends from the Bank to Belmont Bancorp.
because previously paid dividends have exceeded the total of
the Bank's retained net profits for the preceding two years.
The Board of Governors of the Federal Reserve Bank has
issued a policy statement stating that a bank holding
company generally should not maintain its existing rate of
cash dividends on common stock unless (1) the organization's
net income available to common shareholders over the past
year has been sufficient to fully fund the dividends and (2)
the prospective rate of earnings retention appears
consistent with the organization's capital needs, asset
quality, and overall financial condition. The Corporation is
re-evaluating its current dividend policy.
              
STOCK REPURCHASE

     In accordance with a plan approved by the Board of
Directors and previously announced in March 1996 and in
September 1998, the Company repurchased 18,000 shares of its
common stock during the first quarter of 1998 for a total
cost of $409,000.  No shares were repurchased during the
first quarter of 1999.  The plan approved by the Board of
Directors permits the Company to repurchase up to $2,000,000
of Belmont Bancorp. common stock on the open market or in
separately negotiated transactions.  Through March 31, 1999,
the Corporation has purchased a total of $1,432,000 of its
common stock since the plan's inception.

YEAR 2000

     The Corporation is aware of the overall potential impact
the 1999 to 2000 calendar changes could present.  The loss of
hardware and/or software systems as well as the loss of
electricity and/or telecommunications are areas of concern
throughout the entire industry.  A smooth transition to the
Year 2000 is planned with little or no impact to our customer
base.

     The Corporation began gathering Year 2000 data in August
1997.  A written project plan was researched and delivered
during the fourth quarter of 1997. The Year 2000 project plan
was presented to the Board of Directors in February 1998 and
was approved at the February board meeting.  The Year 2000
Project Team was assigned in December 1997 and is comprised
of representatives from all affected departments.  Monthly
meetings are held to review the current project status and to
assign various tasks to departments.

     As a financial institution, the Corporation follows Year
2000 guidelines written by the Federal Financial Institutions
Examination Council as well as OCC Advisory Letters.  The Bank's
primary regulator, the Office of the Comptroller of the
Currency, has completed three extensive examinations of
Belmont National Bank and the Year 2000 plan.  The assigned
examiner reviews all plans, research, and results on a
continual basis.

     The Belmont National Bank Year 2000 plan is comprised of
the five Y2K phases:  Awareness, Assessment, Renovation,
Validation and Implementation.  The Awareness phase consists
of the institution being aware of the potential problem(s)
that could result from the Year 2000.  This phase was
completed in December 1997.  The Assessment phase was
completed in January 1998 and included inventories of all
equipment including hardware, software, environmental
controls, fax machines, copiers, vault timers, security
systems, network systems etc.  The Renovation phase, January
1998 through October 1998, consisted of known renovations
such as upgrading network routers, servers, and software, and
the installation of a new mainframe system.  June 1998
through December 1998 was the time frame designated for the
Validation phase.  This phase consisted of testing the
software and hardware at Belmont National Bank.  During this
phase all "mission critical" systems were tested by changing
the date and completing transactions with calculation results
validated.  From March 1998 through the remainder of 1999
Belmont National Bank will implement new software, hardware
and/or any equipment that did not pass all Y2K tests.

     As of January 1999, all "mission critical" systems have
been tested.  All mission critical systems passed Year 2000
testing.  Other less critical systems that did not pass have
been or will be replaced by June 1999.  The regulatory agency
examiner has reviewed all test results.

     Belmont National Bank has included a customer awareness
policy dedicated to maintaining updated communication with
our customer base.  We provided a project update in June 1998
and issued a new update in February 1999.  Both Y2K status
reports were available through our WEB site on the internet
as well as to customers and employees at all branch
locations.

     At its June 1998 meeting, the Loan Committee established
a Year 2000 evaluation form, which was included in the
lending policy for all new commercial loan applicants.  The
lending department prepared and distributed Y2K readiness
surveys to existing loan customers with aggregate balances
greater than $150,000.00.  All returned survey responses were
evaluated and a rating was assigned to each commercial
customer.  The customer's Y2K readiness status was reviewed
quarterly.

     Year 2000 surveys were also sent to commercial deposit
account holders with balances greater than $250,000.00.
Senior Management reviewed these surveys and took appropriate
action based on a low to high risk rating system.

     A Year 2000 Contingency Plan was completed during the
4th quarter 1998.  This plan is being updated to include a
Business Resumption section and will be completed by June 30,
1999.  The plans include a contingency or back up plan for
loss of the main processing system, network, as well as
utility outages.  The plan also addresses software packages
that are used by individual departments throughout the
organization.  Utility outages encompass loss of electricity,
loss of communication through the phone system and village
water and sewer outages.

     Expenses associated with Year 2000 compliance for 1999 are
estimated at $19,000.

FORWARD LOOKING STATEMENTS

     Certain sections of this report contain forward looking
statements and can be identified by the use of such words as
"anticipates," "expects," "estimates," and similar
expressions.  These statements are subject to certain risks
and uncertainties.  These risks and uncertainties could
cause actual results to differ materially from the current
statements.


PART II - OTHER INFORMATION

Item 1.  Legal proceedings

     There is presently pending in the Court of Common Pleas
of Belmont County, Ohio a complaint filed April 27, 1999
seeking compensatory damages in excess of $1,000,000 and
punitive damages against Belmont National Bank, present and
former officers of Belmont National Bank, and present and
former legal counsel of Belmont National Bank.  The claim is
based upon a breach of fiduciary duty by said officers with
respect to a loan transaction and a conflict of interest of
the attorneys based upon the same transaction.  A
preliminary review of the facts by the Bank's legal counsel
indicates that the exposure of the Bank to liability in this
claim is minimal.

     There is presently pending in the Circuit Court of Ohio
County, West Virginia a complaint which centers around a
loan transaction for the purchase of a manufactured home
from another named defendant for which interim financing was
provided by the Bank.  The original complaint demanded
compensatory and punitive damages of $500,000.  The defense
attorney to whom the matter has been assigned by the carrier
has valued the case for settlement purposes at nuisance
value and has estimated a verdict range of $5,000 at the
maximum.



Item 2.  Changes in securities and use of proceeds

     At the 1999 Annual Meeting of Shareholders held on
April 20, 1999, shareholders approved an amendment to the
Corporation's Articles of Incorporation to reduce the
required minimum number of directors from fourteen (14) to
twelve (12).
             
None

Item 3.  Defaults upon senior securities

None

Item 4.  Submission of matters to a vote of security
shareholders

     The annual meeting of Belmont Bancorp. was held April
20, 1999.  The following items were submitted to a vote of
the shareholders:

Proposal Number 1; Proposed amendment to the Articles of
Incorporation to reduce the number of permitted directors

For:      3,628,477
Against:    226,463
Abstain:     24,745

Proposal Number 2:  Election of Directors

The following individuals were elected to serve on the Board
of Directors Election of Directors for a three-year term
expiring at the annual shareholders' meeting in 2002:

Mary L. Holloway  Haning, Teacher, Mount De Chantal School
For:      3,652,313
Withheld:    69,275
Against:    158,098

Charles J. Kaiser, Jr., Attorney, Partner, Phillips, Gardill,
Kaiser & Altmeyer
For:      3,678,681
Withheld:    42,906
Against:    158,098

Thomas Olszowy, Independent Insurance Agent, Tom Olszowy
Insurance Agency
For:      3,683,081
Withheld:    38,506
Against:    158,098

Charles A. Wilson, Jr., Ohio State Representative; President,
Wilson Funeral & Furniture Co.
For:      3,674,796
Withheld:    46,792
Against:    158,098

Other members of the Board of Directors are listed in the
Corporation's proxy statement dated March 19, 1999 and which
is hereby incorporated by reference.

Proposal Number 3:  To ratify the appointment of S. R.
Snodgrass A.C. as independent auditors for the year ending
December 31, 1999.

This proposal was approved as follows:

For       3,658,817
Against       3,284
Abstain      59,487

Proposal Number 4:  To transact other such business as may
come before the meeting.

This proposal was approved as follows:

For       3,602,374
Against      89,432
Abstain      29,781

Item 5.  Other information

None

Item 6.  Exhibits

None

SIGNATURE

     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.

                         Belmont Bancorp.
                         (Registrant)


May 17, 1999
                         s/J. Vincent Ciroli, Jr.
                         J. Vincent Ciroli, Jr.
                         President & CEO