U.S. Securities and Exchange Commission
                    Washington, D.C.  20549
                               
                           Form 10-Q
                               
           For the Quarter Ended September 30, 1998
                               
[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 (740) 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,
                 5,239,152 shares outstanding
                    as of October 23, 1998
                               
                           FORM 10-Q
                       BELMONT BANCORP.
               Quarter Ending September 30,1998
                               
                             INDEX
                               
Part I.  Financial information

Management's report on the financial statements

Financial highlights

Consolidated Statements of Condition - September 30, 1998,
December 31, 1997, and September 30, 1997

Consolidated Statements of Income-Three Months
Ended September 30, 1998 and September 30, 1997

Consolidated Statements of Income-Nine Months
Ended September 30, 1998 and September 30, 1997

Consolidated Statements of Cash Flows-Nine Months
Ended September 30, 1998 and September 30, 1997

Consolidated Statements of Changes in Shareholders' Equity
Nine Months Ended September 30, 1998 and 1997

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. AND SUBSIDIARIES
Financial Highlights                                  
                                                      
September 30                     1998        1997          % Change
                                             
Earnings and dividends                                
($000's)
Net income                       $    4,609  $    4,408      4.6
Operating earnings (1)                5,063       5,423    (6.6)
Cash dividends declared on                        
common stock                          1,498       1,166     28.5
Per common share (2):                                 
Net income                       $     0.88  $     0.83      6.0
Cash dividends declared               0.285       0.221     29.0
Book value                             6.33        5.82      8.7
Market price :                                        
  High                                27.25       15.00     81.7
  Low                                 19.75       12.56     57.2
At quarter-end ($000's)                               
Assets                           $  428,456  $  375,871     14.0
                                              
Loans and leases                    221,716     220,188      0.7
Deposits                            298,830     268,817     11.2
Stockholders' equity                 33,172      30,701      8.0
Key Ratios                                            
Return on average assets              1.52%       1.61%    (5.6)
Return on average common         
shareholders' equity                 18.45%      20.43%    (9.7)
Net interest margin (TE)              4.03%       4.40%    (8.4)
Number of shares outstanding      5,242,152   5,274,996    (0.6)
                                             
Number of full time equivalent    
employees                             140.0       142.0    (1.4)
Total assets per FTE employee    $    3,060  $    2,647     15.6

(1) Operating earnings are defined as earnings before
income taxes minus securities gains or plus securities
losses.
(2) All per share amounts have been restated for the
effect of a 25% common stock dividend paid on July 1,
1997 and a 100% common stock dividend paid May 22, 1998.

Belmont Bancorp.
Consolidated Balance Sheet
Unaudited ($000s except per share amounts)

                                   Sept. 30,   Dec. 31,     Sept. 30,
                                   1998        1997         1997
ASSETS                                                       
                                                             
    Cash and due from banks        $ 11,995    $ 10,265     $11,006
    Federal funds sold                2,091           -           -     
    Assets held for trading           2,455           -           -   
    Securities available for                                 
    sale at market value            156,638     121,156     115,024
    Securities held to maturity      13,613      15,955      16,583 
    Loans held for sale               1,272         884           -        
    Loans                           220,444     224,016     220,188 
    Less allowance for possible                              
    loan losses                     (4,466)     (4,134)     (3,671)
    Net loans                       215,978     219,882     216,517
    Premises and equipment, net       7,339       7,401       7,397
    Accrued income receivable         2,525       2,586       2,560
    Other assets                     14,550      10,564       6,764
          Total Assets             $428,456     388,713     375,871 
                                           
LIABILITIES                                                  
Non-interest bearing                                     
deposits
Demand                             $ 25,861    $ 29,987    $ 29,764
Interest-bearing deposits:                              
Demand                               47,266      33,463      41,937       
Savings                              83,860      79,829      79,234      
Time                                141,843     120,629     117,882     
Total deposits                      298,830     263,908     268,817      
Securities sold under                                  
repurchase agreements                 5,154       5,256       5,972
Short-term borrowings                     -      14,635      39,494        
Long term debt                       81,726      69,635      29,111    
Accrued interest on                                    
deposits and other borrowings         1,005         731         810
Other liabilities                     8,569       2,649         966      
Total liabilities                  $395,284    $356,814    $345,170
                                                             
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 in 1998 and 1997            $  1,321    $  1,321    $  1,321
Surplus                               7,854       7,781       7,781    
Treasury stock (46,174
shares at Sept. 30, 1998;
13,330 shares at
December 31, 1997 and                                 
Sept. 30, 1997)                       (991)       (131)       (131)
Retained earnings:                                          
Unappropriated                       24,990      21,879      20,790             
Appropriated for                                
contingencies                           850         850         850
Accumulated other                                     
comprehensive income                  (852)         199          90
Total shareholders'              
equity                             $ 33,172    $ 31,899    $ 30,701
Total liabilities and            
shareholders' equity               $428,456    $388,713    $375,871

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

                                        Three months ended Sept. 30,
                                              1998      1997
INTEREST INCOME                                               
                                                              
    Loans and lease financing                                 
        Taxable                               $5,338    $4,984
        Tax-exempt                                68        80             
    Investment securities:                                    
        Taxable                                1,894     1,837                
        Tax-exempt                               343       342              
     Dividends                                    86        84              
     Interest on trading securities               25         -             
     Interest on fed funds sold                  124        10                 
        Total interest income                  7,878     7,337             
                                             
INTEREST EXPENSE                                              
      Deposits                                 3,118     2,574                 
      Borrowings                               1,163     1,112           
         Total interest expense                4,281     3,686                
         Net interest income                   3,597     3,651               
      Provision for possible loan losses         185       200                
      Net interest income after                     
      provision for possible loan losses       3,412     3,451
                                             
NON-INTEREST INCOME                                           
      Trust fees                                 113        27              
      Service charges on deposits                193       181              
      Other operating income                     239       224             
      Investment securities gains (losses)         2       (2)
      Trading profits (losses)                  (39)         -               
      Gains (losses) on securities                            
      available for sale                         673       236
          Total non-interest income            1,181       666                
                                              
NON-INTEREST EXPENSE                                          
      Salary and employee benefits             1,137       947                
      Net occupancy expense of premises          203       199                
      Equipment expenses                         245       221                
      Other operating expenses                   774       757                
          Total non-interest expense           2,359     2,124                
          Income before income taxes           2,234     1,993               
                                           
INCOME TAXES                                     630       570               
          Net income                          $1,604    $1,423
                                                              
PER COMMON SHARE DATA                     
        Net income per share                  $ 0.31    $ 0.27

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

                                       For the Nine Months Ended Sept. 30,
                                              1998      1997
INTEREST INCOME                                               
    Loans and lease financing                                 
        Taxable                               15,789    $13,999
        Tax-exempt                               201        262               
    Investment securities:                                    
        Taxable                                5,411      5,553            
        Tax-exempt                               978        966               
     Dividends                                   249        208        
     Interest on trading securities               31          -              
     Interest on fed funds sold                  180         63              
     Total interest income                    22,839     21,051          
                                             
INTEREST EXPENSE                                              
      Deposits                                 8,633      7,454           
      Borrowings                               3,391      2,875       
         Total interest expense               12,024     10,329           
         Net interest income                  10,815     10,722          
      Provision for possible loan losses         460        555
      Net interest income after
      provision for possible loan losses      10,355     10,167            
                                             
NON-INTEREST INCOME                                           
      Trust fees                                 350        254              
      Service charges on deposits                546        527              
      Other operating income                     691        606              
      Investment securities gains (losses)         1        (4)            
      Trading profits (losses)                   (8)          -               
      Gains (losses) on securities                            
      available for sale                       1,260        590
      Total non-interest income                2,840      1,973                

NON-INTEREST EXPENSE
      Salary and employee benefits             3,266      2,627 
      Net occupancy expense of premises          608        583            
      Equipment expenses                         721        688               
      Other operating expenses                 2,276      2,233              
          Total non-interest expense           6,871      6,131                
          Income before income taxes           6,324      6,009                

INCOME TAXES                                   1,715      1,601             
          Net income                         $ 4,609    $ 4,408
                                                              
PER COMMON SHARE DATA
          Net income per share               $  0.88    $  0.83

Consolidated Statement of Cash Flows
For the Nine Months Ended September 30, 1998
Unaudited ($000s)

                                        1998        1997
Operating Activities:                                        
                                                             
Net income                                  4,609       4,408
Adjustments to reconcile net income                          
to net
cash flows provided by operating                             
activities:
Provision for loan losses                     460         555
Depreciation expense                          579         619
Amortization of investment security                          
premiums                                    1,533         969
Accretion of investment security                             
discounts                                   (236)       (174)
Investment and trading securities         
(gains) losses                            (1,253)       (586)
Proceeds on sale of securities            
available for sale                         77,771      71,098
Purchase of securities available for    
sale                                    (140,325)   (119,794)
Proceeds on sale of trading                 
securities                                  3,252           0
Purchase of trading securities            (5,311)           0
Loss (gain) on sale of fixed assets           (1)         (1)
Gain on sale of loans                       (117)        (59)
Gain on sale of other real estate             
owned                                           0         (7)
(Increase) decrease in interest            
receivable                                     61       (639)
Increase (decrease) in interest             
payable                                       274         146
Others, net                                 2,477     (6,741)
Net cash provided by                                      
operating activities                     (56,227)    (50,206)
                                                             
Investing Activities:                                        
Net (increase) decrease in federal       
funds sold                                (2,091)      24,450
Proceeds from maturities and calls of      
investment securities                       3,219       3,119
Principal collected on mortgage-                             
backed securities                          24,160      12,179
Net (increase) decrease in loans and                         
leases, net of charge offs               (13,894)    (32,380)
Proceeds on loans sold                     17,035      10,088
Loans purchased                                 0     (9,124)
Recoveries on loans previously                
charged off                                    13          13
Proceeds on sale of other real estate          
owned                                          39          73
Purchases of fixed assets                   (517)       (776)
Proceeds on sale of fixed assets                1          20
   Net cash used by                                          
   investing activities                    27,965       7,662
Financing Activities:                                        
Net increase (decrease) in deposits        34,922       7,278
Net increase (decrease) in repurchase      
agreements                                  (102)     (2,308)
Net increase (decrease) in short-term    
borrowings                               (14,635)      29,494
Dividends paid on common stock            (1,498)     (1,167)
Purchase of treasury stock                  (899)       (123)
Issuance of treasury stock                    112           0
Fractional shares purchased in five-                         
for-four stock split effected in the
form of a stock dividend                        0         (7)
Proceeds on long term borrowings           25,000      12,300
Repayments on long term borrowings       (12,908)     (2,865)
Net cash provided by financing        
activities                                 29,992      42,602
                                                             
Increase (decrease) in cash and                              
cash equivalents                            1,730          58
                                                             
Cash and equivalents, beginning            10,265      10,948
Cash and equivalents, ending               11,995      11,006

<TABLE>
<CAPTION>
                                          Accumulated                                 
                                            Other                          Retained Earnings                   
                                    Compre- Compre-          
                                    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,     
1996                      $27,332           ($168)   $1,057   $7,781   $17,820   $850      ($8)                        
1997 Year-to-date net       
income                      4,408    4,408                               4,408             
Change in unrealized                                                       
loss-securities               
available-for-sale            258      258     258                                 
Comprehensive income                $4,666                                         
Purchase of treasury        
stock                       (123)                                                         (123)
5-for-4 stock split             0                       264              (264)             
Fractional shares                                                             
purchased in 5-for-4
stock split                   (7)                                          (7)             
Cash dividends                                                              
declared:
Common stock              
($.221 per share)         (1,167)                                      (1,167)             
Balance, September 30,                          
1997                      $30,701              $90   $1,321   $7,781   $20,790   $850    ($131)                      
                                                                             
Balance, December 31,   
1997                      $31,899             $199   $1,321   $7,781   $21,879   $850    ($131)                     
1998 Year-to-date net              
income                      4,609    4,609                               4,609   
Change in unrealized                                                       
loss-securities
available-for-sale,
net of reclassification                    
adjustment (1)            (1,051)  (1,051) (1,051)   
Comprehensive income                $3,558                                         
Purchase of treasury     
stock                       (899)                                                         (899)
Issuance of treasury     
stock                         112                                 73                         39
Cash dividends                                                              
declared:
Common stock                  
($.285 per share)         (1,498)                                      (1,498) 
Balance, September 30,  
1998                      $33,172           ($852)   $1,321   $7,854   $24,990   $850    ($991)                        
</TABLE>

(1)  Disclosure of reclassification adjustment:

      Unrealized holding losses              
      arising during period                  (219)
      Less:  reclassification                
      adjustment for gains included
      in net income, net of tax               832
      Net unrealized losses on             
      securities                           (1,051)

          
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 1997.

     Related party transactions - The Corporation's and Subsidiaries
and their associates were customers of, and had other transactions with,
the subsidiary bank in the ordinary course of business during 1998.  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.

     Per share data has been restated in previous periods for a
5 for 4 common stock split payable in the form of a 25% common
stock dividend paid in July 1997 and a 2-for-1 common stock
split payable in the form of a 100% common stock dividend on
May 22, 1998.

Forward Looking Statements

     Certain sections of this report may 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.

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

RESULTS OF OPERATIONS

SUMMARY

     The third quarter of 1998 added another quarter of solid
earnings to Belmont Bancorp.'s year to date performance. The
net income of Belmont Bancorp. for the third quarter of 1998
increased 12.72% to $1,604,000, compared to $1,423,000 in the
third quarter of 1997.  Results for the third quarter remained
strong with return on common shareholders' equity (ROE) at
19.14% campared to 18.82% for the same quarter last year.
Earnings per common share were $0.31 for the quarter, up from
$0.27 per share during the comparable quarter last year.

     For the nine months ended September 30, 1998, net income
increased 4.56% to $4,609,000, compared to $4,408,000 for the
first nine months of 1997. Earnings per common share for the
nine months were $0.88, up $0.05 per share or 6.02% from the
first nine months of 1997. ROE for the year to date period was
18.45%.

     The following table presents the return on average
shareholders' equity and the return on average assets for
comparative periods of 1998 and 1997.

                         Quarter ended        Nine Months ended
                         September 30,        September 30,
($000s)                  1998      1997       1998       1997
                                                         
Return on average           
assets                      1.53%     1.50%      1.52%      1.61%
Return on                  
shareholders' equity       19.14%    18.82%     18.45%     20.43%
                                                         
Average assets           $419,477  $378,374   $403,108   $364,112
Average shareholders'    
equity                   $ 33,518  $ 30,250   $ 33,307   $ 28,771

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.

     Tables 1 and 3, 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 nine months and three months
ended September 30, 1998, 1997, and 1996.  The tables contain
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 8.43% during the first nine months of 1997 to
8.29% in 1998, a decrease of 14 basis points.  (A basis point
(bp) is equivalent to .01%.)   The cost of interest bearing
liabilities increased 19 basis points from 4.55% during the
first nine months of 1997 to 4.74% in 1998.  The net interest
margin (net interest income divided by interest earning assets)
declined from 4.40% to 4.03% during the comparative year-to-
date periods.

     The taxable equivalent yield on interest earning assets
decreased from 8.38% during the third quarter of 1997 to 8.11%
in 1998, a decrease of 27 basis points. The cost of interest
bearing liabilities rose 15 basis points from 4.63% during the
third quarter of 1997 to 4.78% in 1998.  The net interest
margin decreased 48 basis points from 4.28% to 3.80% during the
comparative quarters.

     Tables 2 and 4, 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>
                                                Nine Months Ended September 30,
                                1998                         1997                        1996     
                    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  $224,188   $16,084   9.59%   $203,432   $14,385   9.45%   $171,028   $11,987   9.37%
  Securities                                                            
    Taxable          122,866     5,836   6.35%    112,583     5,757   6.84%    121,267     6,150   6.78%
    Exempt from       
    income tax        24,618     1,235   6.71%     24,940     1,401   7.51%     24,952     1,466   7.86%    
   Trading account       
   assets                703        31   5.90%          0         0       0          0     
  Federal funds        
  sold                 4,362       180   5.52%      1,578        63   5.34%        188         7   4.98%
Total interest       
earning assets       376,737    23,366   8.29%    342,533    21,606   8.43%    317,435    19,610   8.26%
Cash and due from     
banks                 10,795                       10,069                        8,860            
Other assets          20,001                       15,630                       14,100           
                      
Valuation                                                               
allowance-
available for
sale securities        (179)                        (771)                        (725)           
Allowance for        
possible loan loss   (4,246)                      (3,349)                      (2,872)           
Total assets         403,108                      364,112                      336,798           
                      
Liabilities                                                             
Interest bearing                                                        
liabilities
  Interest            
  checking            45,369     1,162   3.42%     43,924     1,107   3.37%     37,639       888   3.15%  
  Savings             81,865     2,011   3.28%     78,827     1,832   3.11%     79,272     1,808   3.05%
  Other time         
  deposits           131,896     5,460   5.53%    114,104     4,516   5.29%    112,334     4,301   5.12%  
  Other Borrowings    79,989     3,391   5.67%     66,968     2,874   5.74%     52,198     2,111   5.41%
Total interest      
bearing       
liabilities          339,119    12,204   4.74%    303,823    10,329   4.55%    281,443     9,108   4.33%
Demand deposits       29,535                       29,399                       27,144
Other liabilities      1,147                        2,119                        2,252
Total liabilities    369,801                      335,341                      310,839
Shareholders' Equity  33,307                       28,771                       25,959
Liabilities and
shareholders' equity 403,108                      364,112                      336,798
Net interest income/
margin on a 
taxable equivalent      
basis                           11,342   4.03%               11,277   4.40%               10,502   4.42%
Net interest rate                        
spread                                   3.55%                        3.89%                        3.93%
Interest bearing                                                        
liabilities
to interest                            
earning assets                          90.01%                       88.70%                       88.66%
</TABLE>

TABLE 2. - ANALYSIS OF NET INTEREST INCOME CHANGES
(Taxable Equivalent Basis) ($000's)
                                                                           
                                Nine Months Ended September 30, 1998
                         1998 Compared to 1997         1997 Compared to 1996
                      Volume  Yield   Mix   Total    Volume  Yield  Mix  Total
Increase (Decrease)                                                         
in Interest Income
  Loans and Leases     1,468    210     22  1,700     2,271   107    20  2,398
  Securities                                                                
    Taxable              526  (409)   (37)     80     (440)    51   (4)  (393)
    Exempt from                                                             
    Income Taxes        (18)  (150)      -  (168)       (1)  (64)     -   (65)
  Trading account                                                           
  assets                   -      -     31     31         -     -     -      -
  Federal Funds Sold     111      2      4    117        52     1     4     57
                       
Total Interest                                                              
Income Change          2,087  (347)     20  1,760     1,882    95    20  1,997
Increase (Decrease)
in Interest Expense
 Interest Checking        36     18      1     55       148    61    10    219
  Savings                 71    104      4    179      (10)    34     -     24
  Other Time                                                                
  Deposits               704    207     32    943        68   145     2    215
  Other                                                                
  Borrowings             559   (35)    (6)    518       597   129    37    763
Total Interest                                                              
Expense Change         1,370    294     31  1,695       803   369    49  1,221
Increase (Decrease)                                                         
in Net Interest
Income on a Taxable                                                         
Equivalent Basis         717  (641)   (11)     65     1,079 (274)  (29)    776
(Increase) Decrease                                                        
in Taxable Equivalent
Adjustment                                     28                          (3)
Net Interest Income                                                         
Change                                         93                          773

<TABLE>
TABLE 3. - CONSOLIDATED AVERAGE BALANCE SHEETS AND ANALYSIS OF NET INTEREST
INCOME
(Fully Taxable Equivalent Basis) ($000's)
<CAPTION>
                                     Three Months Ended September 30,               
                           1998                       1997                      1996      
                  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         $223,737  $5,438   9.64%   $214,017  $5,102   9.46%  $178,969 $4,182   9.27%      
  Securities                                                                  
  Taxable         133,726   2,153   6.39%    115,234   1,920   6.61%   121,462  2,049   6.69%
  Exempt from      
  income tax       25,907     319   4.89%     26,506     495   7.41%    26,892    541   7.98%
Trading account                                                   
assets              1,712      25   5.79%          -      -                  -      -
Federal funds      
sold                8,923     124   5.51%        664     10    5.97%        25      0   0.00%
Total interest    
earning assets    394,005   8,059   8.11%    356,421  7,527    8.38%   327,348  6,772   8.21%
Cash and due   
from banks         10,846                     10,299                     9,064             
Other assets       19,520                     15,467                    14,933             
Valuation                                                                     
allowance-
available for
sale securities     (557)                      (289)                   (1,899)             
Allowance for     
possible loan
loss              (4,337)                    (3,524)                   (2,993)             
Total assets      419,477                    378,374                   346,453             
Liabilities                                                                   
Interest bearing                                                              
liabilities
Interest           
checking           49,797     445   3.55%     45,134    378    3.32%    42,131    356   3.35%
Savings            82,664     688   3.30%     77,953    630    3.21%    79,844    618   3.07%
Other time        
deposits          141,042   1,985   5.58%    116,340  1,566    5.34%   108,970  1,410   5.13%
Other              
Borrowings         82,159   1,163   5.62%     76,233   1112    5.79%    58,430    817   5.55%       
Total interest    
bearing
liabilities       355,662   4,281   4.78%    315,660  3,686    4.63%   289,375  3,201   4.39%
Demand deposits    29,199                     30,430                    28,594             
Other liabilities   1,098                      2,034                     2,313             
Total liabilities 385,959                    348,124                   320,282             
Shareholders'      
equity             33,518                     30,250                    26,171             
Liabilities &     
shareholders'
equity            419,477                    378,374                   346,453             
Net interest                                                                  
income
Margin on a                
taxable
equivalent basis            3,778   3.80%             3,841    4.28%            3,571   4.33%
Net interest                       
rate spread                         3.34%                      3.75%                    3.82%
Interest bearing                                                              
liabilities
to interest                        
earning assets                     90.27%                     88.56%                   88.40%
</TABLE>

TABLE 4. - ANALYSIS OF NET INTEREST INCOME CHANGES
(Taxable Equivalent Basis) ($000's)
                                                                            
                                   Three Months Ended September 30,
                          1998 Compared to 1997        1997 Compared to 1996
                      Volume  Yield   Mix   Total   Volume  Yield   Mix   Total
Increase (Decrease)                                                         
in Interest Income
  Loans and Leases     232      100      5    337     819     84    17      920
  Securities                                                                
    Taxable            308     (65)   (10)    233   (105)   (25)     2    (128)
    Exempt from                                                             
    Income Taxes      (11)    (169)      4  (176)     (8)   (39)     1     (46)
  Trading account                                                           
  assets                 -        -     25     25       -      -     -        -
  Federal Funds Sold   124      (1)   (10)    113       -      -    10       10
Total Interest                                                              
Income Change          653    (135)     14    532     706     20    30      756
 Increase (Decrease)                                                        
 in Interest Expense
  Interest Checking     39       25      3     67      25    (3)     -       22
  Savings               38       19      1     58    (15)     27     -       12
  Other Time                                                                
  Deposits             333       71     15    419      95     57     4      156
  Other                                                                
  Borrowings            86     (33)    (2)     51     249     35    11      295
Total Interest                                                              
Expense Change         496       82     17    595     354    116    15      485
Increase (Decrease)                                                         
in Net Interest
Income on a Taxable                                                         
Equivalent Basis       157    (217)    (3)   (63)     352   (96)    15      271
(Increase) Decrease                                                        
in Taxable
Equivalent
Adjustment                                      9                             5
Net Interest Income                                                         
Change                                       (54)                           276
        
OTHER OPERATING INCOME

     Other operating income, excluding securities gains and
losses, increased 22.3%, or $309,000, and totaled $1,696,000 for
the first nine months of 1998, compared to $1,387,000 for the
respective period last year.  Changes in various categories of
other income are depicted in the table below.

                     Three months ended Sept. 30, Nine months ended Sept. 30
($000s)              1998     1997  % Change      1998     1997     % Change
                               
Trust fees           $  113   $ 27  318.5%        $  350   $  254    37.8%
Service charges on     
deposits                193    181    6.6%           546      527     3.6%
Gain on sale of         
loans                    47     29   62.1%           117       59    98.3%
Trading gains          
(losses)               (39)      0      na           (8)        0       na
Other income            309    195   58.5%           691      547    26.3%
     Subtotal           623    432   44.2%         1,696    1,387    22.3%
Security gains         
(losses)                  2    (2)  200.0%             1      (4)   125.0%
Gains (losses)                                                 
securities held
for sale                673    236  185.2%         1,260      590   113.6%
     Total           $1,298   $666   94.9%        $2,957   $1,973    49.9%

INVESTMENT SECURITIES

     The amortized cost and estimated market values of
securities held to maturity at September 30, 1998 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      $ 2,256   $  0       $16        $ 2,240
Obligations of states and       
political subdivisions           4,334    245         2          4,577
Mortgage-backed securities       7,023     84        30          7,077
     Total                     $13,613   $329       $48        $13,894

Included above in U.S. Government corporations and
agencies is a structured note with a book value of $2,256,000
and a market value of $2,240,000 which matures in the year
2000.

     The amortized cost and estimated market values of
securities available for sale at September 30, 1998 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       $ 15,218    $  1       $   78     $ 15,141  
Obligations of states and   
political subdivisions             8,037      48            4        8,081
Mortgage-backed securities        90,940     281        1,231       89,990
Mortgage derivatives              31,893      91          243       31,741
Marketable equity securities       5,310       0          132        5,178
Corporate debt                     6,530      29           52        6,507
     Total                      $157,928    $450       $1,740     $156,638
                            
Included above in U.S. Government corporations and
agencies is a structured note with a book value of $1,925,000
and a market value of $1,884,000 which matures in the year
2005.

     The mortgage derivatives are comprised solely of
collateralized mortgage obligations (CMOs) including one
principal only CMO issued by FNMA with a book value of $81,000
and an estimated market value of $79,000.  Privately issued
CMOs included in the table above have a book value of
$6,519,000 and an estimated market value of $6,544,000.  Credit
risk on privately issued CMOs and corporate debt is evaluated
based upon independent rating agencies and on the underlying
collateral of the obligation.  At September 30, 1998, no
privately issued bonds from any issuer exceeded ten percent of
shareholders' equity.

     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 in
maintaining the Corporation's profitability.  Historically,
when comparing the Corporation to various peer groups, the
overhead costs of the Corporation have been significantly lower
than peer.  The following table shows the dollar amounts and
growth in various components of operating expenses.

                  Three months ended Sept. 30,    Nine months ended Sept. 30,
($000s)           1998   1997    % Change         1998   1997    % Change
                    
Salaries and        
wages             $  889 $  737  20.6%            $2,466 $2,000  23.3%
Employee benefits    248    210  18.1%               800    627  27.6%
Net occupancy       
expense              203    199   2.0%               608    583   4.3%         
Equipment expense    245    221  10.9%               721    688   4.8%
Other operating      
expenses             774    757   2.2%             2,276  2,233   1.9%
     Total        $2,359 $2,124  11.1%            $6,871 $6,131  12.1%

Increases in employee related costs resulted from the
expansion of the asset management area and the branch network.
Staff additions were also made in credit administration.  Full
time equivalent employees decreased from 142 at the end of
September 1997 to 140 at the third quarter of 1998.  Assets
managed per full time equivalent employee increased from $2.6
million to $3.1 million.

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
allowance 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 previously charged-off assets, becomes net charge-
offs.

     For the nine months of 1998, $460,000 was added to the
allowance and charged to expense compared to $555,000 in 1997.
At September 30, 1998, the allowance for possible loan losses
to total loans and leases was 2.01% compared to 1.67% last
year.  The ratio of the Allowance for Possible Loan Losses to
underperforming assets increased to 981.54% at September 30,
1998 from 304.14% last year.  The following table details the
Allowance for Possible Loan Losses and also includes various
loan charge off statistics for 1998 and 1997.

                            Three months ended   Nine months ended
                                  Sept. 30,            Sept. 30,
($000s)                        1998     1997       1998       1997
Balance, beginning of period   $  4,307 $  3,474   $  4,134   $  3,153
Provision for possible loan        
losses                              185      200        460        555
Loans charged-off                    27        6        141         50
Recoveries on loans                  
previously charged-off                1        3         13         13
     Net charge offs                 26        3        128         37
                                                                
Balance, end of period         $  4,466 $  3,671   $  4,466   $  3,671
                                                                
Loans and leases outstanding                       $221,716   $220,188
Average loans and leases       $223,737 $214,017   $224,188   $203,432
Annualized net charge offs                                      
as a percent of:
   Average loans and leases       0.05%    0.01%      0.11%      0.04%
   Total loans at end of                           
   period                                             0.12%      0.03%
   Reserve for possible loan    
   losses                         2.33%    0.33%      5.73%      2.02%
Reserve for possible loan                                       
losses to:
   Average loans and leases       2.00%    1.72%      1.99%      1.80%
   Total loans at end of                            
   period                                             2.01%      1.67%
   Under-performing assets                          981.54%    304.14%

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 September 30 follows:

Under-performing assets               Sept. 30,
($000s)                             1998   1997
Non-accrual loans and leases        $ 449   $1,175
Ninety days past due loans                     
and leases still accruing interest      6       11
Other real estate owned                 0       21
     Total                          $ 455   $1,207
                                               
Restructured loans and                         
leases included
in above totals                     $  30   $  537
Restructured loans and                         
leases in compliance with                    
modified terms                      1,642       63

LONG TERM DEBT

     Long term debt consists of advances from the Federal Home
Loan Bank detailed in the table below.

                          Amount    Current    
Type                      ($000s)   Rate      Maturity
                    
Fixed rate advance          5,000   6.10%      9/17/99
Fixed rate advance          5,000   6.20%      9/17/00
Fixed rate advance         10,000   6.56%      10/1/07
Six month convertible  
advance                    30,000   5.09%     12/10/07
Three year convertible  
advance                     7,000   5.60%      4/30/08
Three year convertible  
advance                     8,000   5.46%      6/19/08
Three year convertible 
advance                    10,000   4.76%      9/24/08
Fixed rate, amortizing    
advance                        36   5.55%     12/22/98             
Fixed rate, amortizing 
advance                     1,641   6.05%     11/18/01             
Fixed rate, amortizing 
advance                     2.200   6.85%       8/1/12 
Fixed rate, amortizing  
advance                       116   5.80%      12/1/05
Fixed rate, amortizing  
advance                     1,106   6.85%       6/6/11
Fixed rate, amortizing    
advance                       103   6.75%       6/6/11
Fixed rate, amortizing    
advance                       641   6.85%      6/12/11
Fixed rate, amortizing    
advance                       636   6.25%      11/1/17
Fixed rate, amortizing    
advance                       247   6.95%      8/31/15
                          $81,726              

CAPITAL RESOURCES

     At September 30, 1998, shareholders' equity was
$33,172,000 compared to $31,899,000 at December 31, 1997 and
$30,701,000 at September 30, 1997.  The following table
presents various capital ratios as of September 30:

September 30,                 1998   1997
Average shareholder's                     
equity to :
  Average assets               8.3%   7.9%
  Average deposits            11.5%  10.8%
  Average loans and          
  leases                      14.9%  14.1%
Primary capital                8.8%   9.1%
Risk-based capital                        
ratio:
   Tier 1                     12.0%  11.9%
   Total                      13.2%  13.2%
Leverage ratio                 7.8%   8.0%

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% of risk-weighted assets and total capital of 8.0% of 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 September
30, 1997, the Corporation had a Tier 1 capital ratio of 11.8%
and a total capital ratio of 13.2%, well above regulatory
minimum requirements.

     National banks are required to maintain Tier 1 capital in
an amount equal to at least 3.0% of adjusted total assets,
referred to as a total assets leverage ratio.  At September 30,
1998, the Corporation's leverage ratio was 7.8%.

Year 2000 Readiness

     The Corporation initiated the process of preparing its
computer systems and applications for the Year 2000 during
1997.  The Year 2000 Readiness Team completed their
assessment of the systems which may be affected by the Year
2000 issue.  The Corporation is replacing its mainframe
computer with a Year 2000 compliant system in December 1998.
The expense associated with this installation will not
impact expenses, because the present mainframe was fully
depreciated in August 1998.  Management expects testing for
Year 2000 functionality to be substantially complete by the
middle of January 1999.  A company-wide contingency plan has
been prepared for each department to address mission
critical systems in the event of any system problem not
discovered during the assessment, testing and validation
phases.

      Purchased hardware and software will be capitalized in
accordance with normal policy.  Personnel and other costs
related to the project will be expensed as incurred.  The
Corporation does not expect to spend any significant amounts
with outside contractors relative to the completion of this
task.  Therefore, cost estimates do not represent any
material incremental costs, but rather will represent the
redeployment of existing technology resources.  The majority
of information systems are vendor-supplied, and all vendors
have provided a certification or a delivery commitment
letter.  Management believes that modifications to existing
systems, conversions to new systems, and vendor delivery of
millennium-compliant systems will be resolved on a timely
basis, and any related costs will not have a material impact
on the operations, cash flows, or financial condition of
future periods.

PART II - OTHER INFORMATION

Item 1.  Legal proceedings

None

Item 2.  Changes in securities

None

Item 3.  Defaults upon senior securities

None

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

None

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)


November 16, 1998        s/J. Vincent Ciroli, Jr.
                         J. Vincent Ciroli, Jr.
                         President & CEO