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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------



| |  |  | For the quarterly period ended March 31, 2003
| |  |  | ---------------------------------------------



OR



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



| |  |  | For the transition period from  to
| |  |  | ----------------------------------



Commission File Number: 0-12724



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Belmont
Bancorp.

(Exact name of registrant as specified in its charter)



|Ohio                                                           |  | 34-1376776                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|325 Main St., Bridgeport, Ohio           |  | 43912     
|---------------------------------------- |  | ----------
|(Address of principal executive offices) |  | (Zip Code)



(740)-695-3323

(Registrants telephone number, including area code)



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



---



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



Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date:



Common Stock, $0.25 par value,

11,108,403 shares outstanding

as of May 5, 2003



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##### Table of Contents



BELMONT
BANCORP

Quarter Ending March 31, 2003



INDEX



|Part I. FINANCIAL INFORMATION |  |                                                                                                                          
|----------------------------- |  | -------------------------------------------------------------------------------------------------------------------------
|                             
|Item 1.                       |  | Financial Statements                                                                                                     
|                             
|                              |  | Consolidated Balance SheetsMarch 31, 2003 and December 31, 2002                                                         
|                             
|                              |  | Consolidated Statements of IncomeThree Months Ended March 31, 2003 and March 31, 2002                                   
|                             
|                              |  | Condensed Consolidated Statements of Changes in Shareholders Equity Three Months Ended March 31, 2003 and March 31, 2002
|                             
|                              |  | Condensed Consolidated Statements of Cash FlowsThree Months Ended March 31, 2003 and March 31, 2002                     
|                             
|                              |  | Notes to the Consolidated Financial Statements                                                                           
|                             
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                    
|                             
|Item 3.                       |  | Quantitative and Qualitative Disclosure about Market Risk                                                                
|                             
|Item 4.                       |  | Controls and Procedures                                                                                                  
|                             
|Part II  OTHER INFORMATION   |  |                                                                                                                          
|                             
|Item 1.                       |  | Legal Proceedings                                                                                                        
|                             
|Item 2.                       |  | Changes in Securities and Use of Proceeds                                                                                
|                             
|Item 3.                       |  | Defaults upon Senior Securities                                                                                          
|                             
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                                      
|                             
|Item 5.                       |  | Other Information                                                                                                        
|                             
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                                                         
|                             
|Signature page                |  | 20                                                                                                                       
|                             
|Certifications                |  | 21                                                                                                                       





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Belmont Bancorp. and
Subsidiaries

Consolidated Balance Sheets

(Unaudited) ($000s except share and per share
amounts)



|                                                                                            |  | March 31, 2003 |         |   | December 31, 2002 |  
|------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ----------------- | -
|Assets                                                                                      |  |                |         |   |                   |  
|Cash and due from banks                                                                     |  | $              | 10,095  |   |                   | $
|Interest-bearing deposits in other banks                                                    |  |                | 158     |   |                   |  
|Federal funds sold                                                                          |  |                | 10,500  |   |                   |  
|                                                                                            |  |                |         |   |                   |  
|Cash and cash equivalents                                                                   |  |                | 20,753  |   |                   |  
|Loans held for sale                                                                         |  |                | 874     |   |                   |  
|Securities available for sale at fair value                                                 |  |                | 120,631 |   |                   |  
|Loans                                                                                       |  |                | 133,886 |   |                   |  
|Less allowance for loan losses                                                              |  |                | (4,337  | ) |                   |  
|                                                                                            |  |                |         |   |                   |  
|Net loans                                                                                   |  |                | 129,549 |   |                   |  
|Premises and equipment, net                                                                 |  |                | 6,140   |   |                   |  
|Deferred federal tax assets                                                                 |  |                | 5,185   |   |                   |  
|Cash surrender value of life insurance                                                      |  |                | 1,305   |   |                   |  
|Accrued income receivable                                                                   |  |                | 1,609   |   |                   |  
|Other assets                                                                                |  |                | 2,393   |   |                   |  
|                                                                                            |  |                |         |   |                   |  
|Total assets                                                                                |  | $              | 288,439 |   |                   | $
|                                                                                            |  |                |         |   |                   |  
|Liabilities and Shareholders Equity                                                        |  |                |         |   |                   |  
|Liabilities                                                                                 |  |                |         |   |                   |  
|Non-interest bearing deposits:                                                              |  |                |         |   |                   |  
|Demand                                                                                      |  | $              | 27,303  |   |                   | $
|Interest-bearing deposits:                                                                  |  |                |         |   |                   |  
|Demand                                                                                      |  |                | 29,178  |   |                   |  
|Savings                                                                                     |  |                | 98,167  |   |                   |  
|Time                                                                                        |  |                | 74,564  |   |                   |  
|                                                                                            |  |                |         |   |                   |  
|Total deposits                                                                              |  |                | 229,212 |   |                   |  
|Securities sold under repurchase agreements                                                 |  |                | 365     |   |                   |  
|Long-term borrowings                                                                        |  |                | 21,046  |   |                   |  
|Accrued interest on deposits and other borrowings                                           |  |                | 362     |   |                   |  
|Other liabilities                                                                           |  |                | 2,417   |   |                   |  
|                                                                                            |  |                |         |   |                   |  
|Total liabilities                                                                           |  |                | 253,402 |   |                   |  
|                                                                                            |  |                |         |   |                   |  
|Shareholders Equity                                                                        |  |                |         |   |                   |  
|Preferred stockauthorized 90,000 shares with no par value; no shares issued or
outstanding |  |                |        |   |                   |  
|Common stock$0.25 par value, 17,800,000 shares authorized; 11,153,195 shares
issued        |  |                | 2,788   |   |                   |  
|Additional paid-in capital                                                                  |  |                | 17,543  |   |                   |  
|Retained earnings                                                                           |  |                | 14,431  |   |                   |  
|Treasury stock at cost (44,792 shares)                                                      |  |                | (1,009  | ) |                   |  
|Accumulated other comprehensive income                                                      |  |                | 1,284   |   |                   |  
|                                                                                            |  |                |         |   |                   |  
|Total shareholders equity                                                                  |  |                | 35,037  |   |                   |  
|                                                                                            |  |                |         |   |                   |  
|Total liabilities and shareholders equity                                                  |  | $              | 288,439 |   |                   | $
|                                                                                            |  |                |         |   |                   |  



See the
Notes to the Consolidated Financial Statements.



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Belmont Bancorp. and
Subsidiaries

Consolidated Statements of Income

(Unaudited) ($000s except per share amounts)



|                                                    |  | For the Three Months Ended March 31, |      
|--------------------------------------------------- |  | ------------------------------------ | -----
|                                                    |  | 2003                                 |      
|Interest and Dividend Income                        |  |                                      |      
|Loans:                                              |  |                                      |      
|Taxable                                             |  | $                                    | 2,206
|Tax-exempt                                          |  |                                      | 39   
|Securities:                                         |  |                                      |      
|Taxable                                             |  |                                      | 1,193
|Tax-exempt                                          |  |                                      | 47   
|Dividends                                           |  |                                      | 45   
|Interest on federal funds sold                      |  |                                      | 41   
|                                                    |  |                                      |      
|Total interest and dividend income                  |  |                                      | 3,571
|                                                    |  |                                      |      
|Interest Expense                                    |  |                                      |      
|Deposits                                            |  |                                      | 1,117
|Other borrowings                                    |  |                                      | 244  
|                                                    |  |                                      |      
|Total interest expense                              |  |                                      | 1,361
|                                                    |  |                                      |      
|Net interest income                                 |  |                                      | 2,210
|Provision for loan losses                           |  |                                      | 0    
|                                                    |  |                                      |      
|Net interest income after provision for loan losses |  |                                      | 2,210
|                                                    |  |                                      |      
|Noninterest Income                                  |  |                                      |      
|Trust fees                                          |  |                                      | 125  
|Service charges on deposits                         |  |                                      | 253  
|Legal settlements                                   |  |                                      | 0    
|Other operating income                              |  |                                      | 208  
|Securities gains (losses)                           |  |                                      | 168  
|Gains on sale of loans held for sale                |  |                                      | 137  
|                                                    |  |                                      |      
|Total noninterest income                            |  |                                      | 891  
|                                                    |  |                                      |      
|Noninterest Expense                                 |  |                                      |      
|Salary and employee benefits                        |  |                                      | 1,254
|Net occupancy expense of premises                   |  |                                      | 238  
|Equipment expenses                                  |  |                                      | 196  
|Legal fees                                          |  |                                      | 31   
|Legal settlements expense                           |  |                                      | 53   
|Other operating expenses                            |  |                                      | 737  
|                                                    |  |                                      |      
|Total noninterest expense                           |  |                                      | 2,509
|                                                    |  |                                      |      
|Income before income taxes                          |  |                                      | 592  
|Income Tax Expense                                  |  |                                      | 122  
|                                                    |  |                                      |      
|Net Income                                          |  | $                                    | 470  
|                                                    |  |                                      |      
|Basic and Diluted Earnings per Common Share         |  | $                                    | 0.04 
|                                                    |  |                                      |      



See the
Notes to the Consolidated Financial Statements.



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Belmont Bancorp. and
Subsidiaries

Condensed Consolidated Statements of Changes in Shareholders Equity

(Unaudited) ($000s)



|                                                                                                               |  | Three Months Ended March 31, |       
|-------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------
|                                                                                                               |  | 2003                         |       
|Balance at beginning of period                                                                                 |  | $                            | 34,757
|Comprehensive income:                                                                                          |  |                              |       
|Net income                                                                                                     |  |                              | 470   
|Change in net unrealized gain (loss) on securities available for sale, net of
reclassification and tax effects |  |                              | (194  
|                                                                                                               |  |                              |       
|Total comprehensive income                                                                                     |  |                              | 276   
|Common stock options vested                                                                                    |  |                              | 4     
|                                                                                                               |  |                              |       
|Balance at end of period                                                                                       |  | $                            | 35,037
|                                                                                                               |  |                              |       



See the
Notes to the Consolidated Financial Statements.



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Belmont Bancorp. and
Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March
31, 2003 and 2002

(Unaudited) ($000s)



|                                                                           |  | 2003 |         |   | 2002 |  
|-------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | -
|Cash from Operating Activities                                             |  | $    | 1,151   |   |      | $
|Investing Activities                                                       |  |      |         |   |      |  
|Proceeds from:                                                             |  |      |         |   |      |  
|Maturities and calls of securities                                         |  |      | 5,071   |   |      |  
|Sales of securities available for sale                                     |  |      | 2,740   |   |      |  
|Principal collected on mortgage-backed securities                          |  |      | 7,340   |   |      |  
|Sales of other real estate owned                                           |  |      | 53      |   |      |  
|Purchases of:                                                              |  |      |         |   |      |  
|Securities available for sale                                              |  |      | (13,499 | ) |      |  
|Premises and equipment                                                     |  |      | (97     | ) |      |  
|Changes in:                                                                |  |      |         |   |      |  
|Loans, net                                                                 |  |      | (3,069  | ) |      |  
|                                                                           |  |      |         |   |      |  
|Cash from investing activities                                             |  |      | (1,461  | ) |      |  
|                                                                           |  |      |         |   |      |  
|Financing Activities                                                       |  |      |         |   |      |  
|Payments on long term debt                                                 |  |      | (4      | ) |      |  
|Changes in:                                                                |  |      |         |   |      |  
|Deposits                                                                   |  |      | (1,031  | ) |      |  
|Repurchase agreements                                                      |  |      | (942    | ) |      |  
|                                                                           |  |      |         |   |      |  
|Cash from financing activities                                             |  |      | (1,977  | ) |      |  
|                                                                           |  |      |         |   |      |  
|Increase (Decrease) in Cash and Cash Equivalents                           |  |      | (2,287  | ) |      |  
|Cash and Cash Equivalents, Beginning of Year                               |  |      | 23,040  |   |      |  
|                                                                           |  |      |         |   |      |  
|Cash and Cash Equivalents at March 31                                      |  | $    | 20,753  |   |      | $
|                                                                           |  |      |         |   |      |  
|Cash payments for interest                                                 |  | $    | 1,376   |   |      | $
|Cash payments for income taxes                                             |  |      | 0       |   |      |  
|Non-cash transfers from loans to other real estate owned and
repossessions |  |      | 70      |   |      |  



See the
Notes to the Consolidated Financial Statements.



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PART I 
FINANCIAL INFORMATION



ITEM 1  FINANCIAL
STATEMENTS



BASIS OF PRESENTATION



The consolidated financial statements include the accounts of
Belmont Bancorp and its subsidiaries, Belmont National Bank (the Bank) and Belmont Financial Network. Material intercompany accounts and transactions have been eliminated.



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



| | 1. |  | Summary of Significant Accounting Policies
| | -- |  | ------------------------------------------



The foregoing financial statements are unaudited; however, in the opinion of management, all adjustments, consisting of normal recurring
items, necessary for a fair presentation of the financial statements have been included. A summary of the Companys significant accounting policies is set forth in Note 1 to the Consolidated Financial Statements in the Companys Annual
Report to Shareholders on Form 10-K for the year ended December 31, 2002.



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Estimates particularly subject to change would include the allowance for loan losses, deferred tax valuation allowance, fair value of financial instruments, and loss contingencies.



While management monitors the revenue streams of the various Company products and services, the identifiable
segments are not material and operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the Companys service operations are considered by management to be aggregated in one reportable operating
segment.



Earnings Per Common Share:Average shares
outstanding used to compute basic and diluted earnings per share differ due to stock option grants. The average number of shares outstanding used to compute basic and diluted earnings per share was as follows:



|                                          |  | Number of Shares
|----------------------------------------- |  | ----------------
|Basic earnings per share:                 |  |                 
|For the three months ended March 31, 2003 |  | 11,108,403      
|For the three months ended March 31, 2002 |  | 11,101,403      
|                                         
|Diluted earnings per share:               |  |                 
|For the three months ended March 31, 2003 |  | 11,176,404      
|For the three months ended March 31, 2002 |  | 11,140,729      



Stock Compensation:Employee compensation expense under stock options is reported using the intrinsic value method. No stock-based compensation cost is reflected in net income for options granted with an exercise price equal to or greater than the market price of
the underlying common stock at date of grant. Compensation expense is reflected in net income for certain options granted with an exercise price below the market price of the underlying common stock at the date of the grant. The following table
illustrates the



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effect on net income and earnings per share if expense was measured using the fair value recognition
provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation.



|                                                                                  |  | For the Three Months Ended March 31, |     
|--------------------------------------------------------------------------------- |  | ------------------------------------ | ----
|(Expressed in thousands except per share amounts)                                 |  | 2003                                 |     
|Net income as reported                                                            |  | $                                    | 470 
|Deduct: Stock-based compensation expense determined under fair value based
method |  |                                      | (22 
|                                                                                  |  |                                      |     
|Pro forma net income                                                              |  | $                                    | 448 
|                                                                                  |  |                                      |     
|Basic earnings per share as reported                                              |  | $                                    | 0.04
|Pro forma basic earnings per share                                                |  |                                      | 0.04
|Diluted earnings per share as reported                                            |  | $                                    | 0.04
|Pro forma diluted earnings per share                                              |  |                                      | 0.04



| | 2. |  | Securities
| | -- |  | ----------



The estimated fair values of securities were as follows:



|                                                                                      |  | March 31, 2003       |        
|------------------------------------------------------------------------------------- |  | -------------------- | -------
|(Expressed in thousands)                                                              |  | Estimated Fair Value |        
|U.S. Treasury securities and obligations of U.S. Government corporations and
agencies |  | $                    | 29,755 
|Tax-exempt obligations of states and political subdivisions                           |  |                      | 2,232  
|Taxable obligations of states and political subdivisions                              |  |                      | 21,364 
|Mortgage-backed securities                                                            |  |                      | 37,249 
|Collateralized mortgage obligations                                                   |  |                      | 11,010 
|Corporate debt                                                                        |  |                      | 11,933 
|Asset-backed securities                                                               |  |                      | 958    
|                                                                                      |  |                      |        
|Total debt securities                                                                 |  |                      | 114,501
|Marketable equity securities                                                          |  |                      | 6,130  
|                                                                                      |  |                      |        
|Total available for sale                                                              |  | $                    | 120,631
|                                                                                      |  |                      |        



|                                                                                      |  | December 31, 2002    |        
|------------------------------------------------------------------------------------- |  | -------------------- | -------
|(Expressed in thousands)                                                              |  | Estimated Fair Value |        
|U.S. Treasury securities and obligations of U.S. Government corporations and
agencies |  | $                    | 33,004 
|Tax-exempt obligations of states and political subdivisions                           |  |                      | 3,596  
|Taxable obligations of states and political subdivisions                              |  |                      | 20,042 
|Mortgage-backed securities                                                            |  |                      | 36,002 
|Collateralized mortgage obligations                                                   |  |                      | 9,806  
|Corporate debt                                                                        |  |                      | 13,011 
|Asset-backed securities                                                               |  |                      | 1,017  
|                                                                                      |  |                      |        
|Total debt securities                                                                 |  |                      | 116,478
|Marketable equity securities                                                          |  |                      | 6,316  
|                                                                                      |  |                      |        
|Total available for sale                                                              |  | $                    | 122,794
|                                                                                      |  |                      |        



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| | 3. |  | Loans and Allowance for Loan Losses
| | -- |  | -----------------------------------



Loans outstanding are as follows:



|(Expressed in thousands)                                |  | March 31, 2003 |         | December 31, 2002
|------------------------------------------------------- |  | -------------- | ------- | -----------------
|Real estate-construction                                |  | $              | 3,810   |                  
|Real estate-mortgage                                    |  |                | 49,107  |                  
|Real estate-secured by nonfarm, nonresidential property |  |                | 52,470  |                  
|Commercial, financial and agricultural                  |  |                | 23,106  |                  
|Obligations of political subdivisions in the U.S.       |  |                | 2,460   |                  
|Installment and credit card loans to individuals        |  |                | 2,933   |                  
|                                                        |  |                |         |                  
|Loans receivable                                        |  | $              | 133,886 |                  
|                                                        |  |                |         |                  



Non-accruing loans amounted to $3,016,000 and $3,171,000 at March 31, 2003 and December 31, 2002, respectively. Generally, non-accruing loans are considered impaired and are also included in the impaired loan table below. Loans past
due 90 days and still accruing interest were $34,000 and $32,000 at March 31, 2003 and December 31, 2002, respectively.



Impaired loans were as follows:



|(Expressed in thousands)                                   |  | March 31, 2003 |       | December 31, 2002
|---------------------------------------------------------- |  | -------------- | ----- | -----------------
|Impaired loans with no allocated allowance for loan losses |  | $              | 185   |                  
|Impaired loans with allocated allowance for loan losses    |  |                | 2,976 |                  
|                                                           |  |                |       |                  
|Total                                                      |  | $              | 3,161 |                  
|                                                           |  |                |       |                  
|Amount of the allowance for loan losses allocated          |  | $              | 1,031 |                  



|(Expressed in thousands)                     |  | March 31, 2003 |       | March 31, 2002
|-------------------------------------------- |  | -------------- | ----- | --------------
|Average impaired loans                       |  | $              | 3,259 |               
|Interest income recognized during impairment |  |                | 0     |               
|Cash-basis interest income recognized        |  |                | 0     |               



Activity
in the allowance for loan losses is summarized as follows:



|                                           |  | Three months ended March 31, |      
|------------------------------------------ |  | ---------------------------- | -----
|(Expressed in thousands)                   |  | 2003                         |      
|Balance, beginning of period               |  |                              | 4,287
|Provision for loan losses                  |  |                              | 0    
|Loans charged-off                          |  |                              | (18  
|Recoveries on loans previously charged-off |  |                              | 68   
|                                           |  |                              |      
|Net (charge offs) recoveries               |  |                              | 50   
|                                           |  |                              |      
|Balance, end of period                     |  | $                            | 4,337
|                                           |  |                              |      





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The entire
allowance represents a valuation reserve which is available for future charge-offs.



| | 4. |  | Stock Option Plan
| | -- |  | -----------------



In May 2001, the Companys shareholders approved the Belmont Bancorp. 2001 Stock Option Plan (the Plan). The Plan
authorized the granting of up to 1,000,000 shares of common stock as incentive and nonqualified stock options. Generally, one fourth of the options awarded become exercisable on each of the four anniversaries of the date of grant. However, some of
the options granted in 2001 vested immediately on the date of the grant with the remaining amount vesting over the next three to four years. The option period expires 10 years from the date of grant.



The following is a summary of the activity in the Plan for the
three months ended March 31, 2003:



|                           |  | Available for Grant |  | Options Outstanding |   |  | Weighted Average Exercise Price
|-------------------------- |  | ------------------- |  | ------------------- | - |  | -------------------------------
|Balance at January 1, 2003 |  | 691,500             |  | 301,500             |   |  | $                              
|Forfeitures                |  | 7,500               |  | (7,500              | ) |  | $                              
|Granted                    |  |                    |  |                    |   |  |                                
|                           |  |                     |  |                     |   |  |                                
|Balance at March 31, 2003  |  | 699,000             |  | 294,000             |   |  | $                              
|                           |  |                     |  |                     |   |  |                                



The
Company accounts for the stock options under Accounting Principles Board Opinion No. 25, which requires expense recognition only when the exercise price is less than the market value of the underlying stock at the measurement date. Compensation
expense, net of taxes, of $3,000 and $5,000 was recognized for the three months ended March 31, 2003 and 2002, respectively, to reflect the impact of granting certain options below their market price. Pro forma information for net income and
earnings per common share is presented in Note 1.



| | 5. |  | Litigation
| | -- |  | ----------



The Company and its subsidiaries have been named as defendants in legal actions. Management believes, based on the advice of counsel, that
no accrual for loss is necessary.



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Since the date
of the filing of the Companys Annual Report to Shareholders on Form 10-K for the year ended December 31, 2002, there have been no material new legal proceedings involving the Company or any material developments to the proceedings described in
such 10-K, except as described below.



As
described in the Companys Annual Report to Shareholders and Form 10-K for the year ended December 31, 2002, Mr. James J. Fleagane, the shareholder who commenced a derivative action on behalf of the Company, filed a motion in the derivative
litigation described in such 10-K seeking compensation for his time spent prosecuting the derivative action. On May 8, 2003, the Company and Mr. Fleagane agreed to settle all claims related to Mr. Fleaganes motion and to release each other
from any claims relating to the derivative litigation and Mr. Fleaganes motion for compensation. The Company agreed to enter into the settlement in order to avoid the management time and Company expense that would be involved in opposing Mr.
Fleaganes motion.



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ITEM 2MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF              OPERATIONS



FORWARD-LOOKING STATEMENTS



In addition to historic information, this report, as well as
the notes to the consolidated financial statements, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than statements of historical
fact, including statements regarding the Companys expectations, beliefs, hopes, intentions or strategies regarding the future. In some cases, forward-looking statements can be identified by the use of words such as may,
will, expects, should, believes, plans, anticipates, estimates, predicts, potential, continue, or other words of similar meaning.
Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements. Readers should not place undue reliance on forward-looking
statements, which reflect managements opinion only as of the date on which they were made. Except as required by law, the Company disclaims any obligation to review or update these forward-looking statements to reflect events or circumstances
as they occur. Readers should also carefully review any risk factors described in Company reports filed with the Securities and Exchange Commission.



Various statements made in this Report concerning the manner in which the Company intends to conduct its future operations, and potential
trends that may impact future results of operations, are forward-looking statements. The Company may be unable to realize its plans and objectives due to various important factors, including, but not limited to, the factors described below. These
and other factors are more fully discussed elsewhere in this Report.



| |  |  | The Company has recognized substantial loan losses in past years, principally related to loans made under the direction of prior management. The volume of classified
loans remains high relative to the Companys peers. While the Company has created what it believes are appropriate loan loss reserves, the Company could incur significant additional loan losses in future periods, particularly if general
economic conditions or conditions in particular industries in which its loans are concentrated deteriorate.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company is subject to increasingly vigorous and intense competition from other banking institutions and from various financial institutions and other nonbank or
non-regulated companies or firms that engage in similar activities. Many of these institutions have significantly greater resources than the Company.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Certain credit, market, operational, liquidity and interest rate risks associated with the Companys business operations as well as changes in business and
economic conditions, competition, fiscal and monetary policies and legislation could impact the future operations and performance of the Company.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12



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RESULTS OF OPERATIONS



SUMMARY



For the three months
ended March 31, 2003, Belmont Bancorp. earned $470,000, or $0.04 per common share, compared to earnings of $2,084,000, or $0.19 per common share, for the three months ended March 31, 2002. Included in earnings for the first quarter of 2002 are
proceeds from settlements of legal matters including a derivative action and related litigation. Exclusive of settlement proceeds and related expenses, the Company would have reported net earnings of $161,000 for the first quarter of 2002.



Average assets increased to $288 million for the
first quarter of 2003, compared to $285 million for the first quarter of 2002. Total assets at March 31, 2003 were $288 million, down slightly from $289 million at December 31, 2002.



Net interest income on a taxable equivalent basis increased $17,000 for the first quarter of 2003 compared to
the first quarter of 2002. Average earning assets increased to $265 million during the first quarter of 2003 from $264 million for the first quarter of 2002. The taxable equivalent net interest margin was 3.45% and 3.43% for the three months ended
March 31, 2003 and 2002, respectively. The net interest rate spread (the difference between the average yields on earning assets and interest-bearing liabilities) was 3.05% for the first three months of 2003 compared to 2.98% for the comparable
period of 2002. The taxable equivalent yield on earning assets declined to 5.53% from 6.09%, a decrease of 56 basis points, during the first quarter of 2003 compared to the first quarter of 2002. This decline was offset by a decrease of 63 basis
points in the cost of interest-bearing liabilities to 2.48% from 3.11%.



Interest rates across the maturity horizon remained low relative to historical levels during the first quarter of 2003. The Federal Open Market Committee (the FOMC) maintained a very accommodative stance to aid
economic recovery. In November 2002, the FOMC reduced its targeted federal funds rate by 0.50% to 1.25%. This followed several federal funds rate cuts during 2001 when the targeted federal funds rate fell from 6.50% at the beginning of 2001 to 1.75%
by the end of 2001. Likewise, the prime-lending rate fell from 9.50% at the beginning of 2001 to 4.25% by November 2002. Changing interest rates impact the Company through loan refinancing activity, reinvestment opportunities in loans and
investments, and financing costs on its deposit base and other borrowings.



OTHER OPERATING INCOME



Changes in various categories of other income are depicted in the table below.



|                                                         |  | Three months ended March 31, |    
|-------------------------------------------------------- |  | ---------------------------- | ---
|(Expressed in thousands)                                 |  | 2003                         |    
|Trust fees                                               |  | $                            | 125
|Service charges on deposits                              |  |                              | 253
|Gain on sale of loans held for sale                      |  |                              | 137
|Legal settlements                                        |  |                              | 0  
|Other income (individually less than 1% of total income) |  |                              | 208
|                                                         |  |                              |    
|Subtotal                                                 |  |                              | 723
|Gains (losses) securities available for sale             |  |                              | 168
|                                                         |  |                              |    
|Total                                                    |  | $                            | 891
|                                                         |  |                              |    





13



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Operating
results during the first and second quarters of 2002 were impacted by a comprehensive legal settlement as more fully described in the Companys Annual Report to Shareholders on Form 10-K. Other income during the first quarter of 2002 included
$3.9 million in payments to the Company related to this settlement.



Trust fees declined modestly by $3,000, or 2.3%, for the first three months of 2003 compared to the first three months of 2002. The general decline in stock prices impacts trust fees since most fees are assessed on the
market value of assets held in the trust accounts.



Capitalized mortgage servicing rights included in gains on sales of loans held for sale totaled $59,000 for the first three months of 2003 compared to $42,000 for the same period in 2002. Gains on sales of loans held for sale
increased to $137,000 for the first three months of 2003 from $60,000 for the first three months of 2002. The total outstanding balance of mortgage loans sold without recourse and with servicing rights retained increased to $68.4 million at March
31, 2003 from $60.2 million at March 31, 2002.



Securities gains recorded during the first quarter of 2003 totaled $168,000 and included $92,000 in gains on sales of equity securities. Securities losses incurred during the first quarter of 2002 related to the sale of approximately
$6.5 million in municipal bonds. Throughout 2002, the Bank reduced the tax-exempt municipal bond portfolio to reduce interest rate risk related to long term, fixed rate bonds and to increase taxable income to utilize its net operating loss
carryforward.



OPERATING
EXPENSES



The following table shows the dollar
amounts and the percent change in various components of operating expenses.



|                                                  |  | Three months ended March 31, |      
|------------------------------------------------- |  | ---------------------------- | -----
|(Expressed in thousands)                          |  | 2003                         |      
|Salaries and wages                                |  | $                            | 996  
|Employee benefits                                 |  |                              | 258  
|Occupancy expense                                 |  |                              | 238  
|Furniture and equipment expense                   |  |                              | 196  
|Legal fees                                        |  |                              | 31   
|Legal settlements                                 |  |                              | 53   
|Insurance, including federal deposit insurance    |  |                              | 52   
|Examinations and audits                           |  |                              | 87   
|Telecommunication expense                         |  |                              | 37   
|Taxes other than payroll and real estate          |  |                              | 91   
|Supplies and printing                             |  |                              | 45   
|Amortization of mortgage servicing rights         |  |                              | 29   
|Other (individually less than 1% of total income) |  |                              | 396  
|                                                  |  |                              |      
|Total                                             |  | $                            | 2,509
|                                                  |  |                              |      



At March
31, 2003 the Company employed 130 full time equivalent employees, down from 131 full time equivalent employees at the end of March 2002.



Employee benefits for the three months ended March 31, 2003 were $258,000, down 1.5% from $262,000 for the first quarter of 2002. The
decline was principally due to a lower profit sharing accrual during the first quarter of 2003 compared to the first quarter of 2002.



Legal fees were $31,000 for the three months ended March 31, 2003, down from $597,000 for the comparative period for 2002. The cost for
the first quarter of 2002 included approximately $432,000 that related to the comprehensive legal settlement previously described.





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##### Table of Contents



Legal
settlements expense for the first three months of 2002 totaled $559,000 and included $179,000 in settlement charges related to the comprehensive legal settlement previously described. The remaining settlement charges for the first quarter of 2003
and 2002 related to various claims against the Company previously disclosed in the Companys Annual Report to Shareholders and Form 10-K for the years ended December 31, 2002 and 2001.



Two categories of expense declined during the first quarter of
2003 compared to the first quarter of 2002 as a result of improvements to the Banks regulatory risk profile. Insurance expense for the first quarter of 2003 included cost savings related to a reduction in FDIC premiums paid by the Bank. FDIC
costs declined by $98,000 for the three months ended March 31, 2003 compared to the same period for 2002. Examination and audit expense declined to $87,000 for the first quarter of 2003 compared to $121,000 for the first quarter of 2002. Of this
decline, $20,000 relates to savings for examination costs assessed for the Banks regulatory examinations.



Other taxes increased 35.8% to $91,000 for the first quarter of 2003 from $67,000 for the first quarter of 2002. This increase reflects
higher state corporate franchise tax expense and is directly related to a larger capital base at year-end 2002 compared to year-end 2001.



Other operating expenses increased to $396,000 for the first quarter of 2003 compared to $294,000 for the same period in 2002. In 2003,
the Company resumed payment of directors fees which totaled $40,000 for the first quarter. Higher expenditures for advertising, consulting and collection expenses also contributed to the increase in other operating expenses.



SECURITIES



The estimated fair value of securities available for sale at
March 31, 2003 and December 31, 2002 are detailed in Note 2 of the quarterly financial statements.



At March 31, 2003, the Company did not own any investments of a single issuer, the value of which exceeded 10% of total shareholders
equity, or $3,193,000, except for stock in the Federal Home Loan Bank of Cincinnati. The book value and estimated fair value of this stock was $3,487,000 at March 31, 2003.



PROVISION AND ALLOWANCE FOR LOAN LOSSES



The Company provides as an expense an amount that reflects the
change in probable loan losses. This provision is based on several factors including the growth of the loan portfolio and on historical loss experience. The expense is called the provision for loan losses in the Consolidated Statements of Income.
Actual losses on loans are charged against the allowance established on the Consolidated Balance Sheets through the provision for loan losses.



Details of the activity in the Allowance for Loan Losses for the first quarter of 2003 and 2002 are included in Note 3 of the quarterly
financial statements. No loan loss provision was recorded during the quarter ended March 31, 2003 or 2002 because the Company had an appropriate balance in the allowance based on its analysis of loan quality. The following table depicts various loan
and loan-related statistics.



15



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##### Table of Contents



|                                                         |  | Three months ended March 31, |        
|-------------------------------------------------------- |  | ---------------------------- | -------
|(Expressed in thousands)                                 |  | 2003                         |        
|Loans outstanding, end of period                         |  | $                            | 133,886
|Average loans                                            |  | $                            | 132,134
|Annualized net charge offs (recoveries) as a percent of: |  |                              |        
|Average loans                                            |  |                              | -0.09  
|Allowance for loan losses                                |  |                              | -2.86  
|Allowance for loan losses to:                            |  |                              |        
|Total loans at end of period                             |  |                              | 3.24   
|Non-performing assets                                    |  |                              | 139.05 



NON-PERFORMING ASSETS



Non-performing assets consist of (1) non-accrual loans, leases and debt securities for 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 (unless management determines that, based on specific circumstances, interest should continue to accrue on such loans) and (3) other real estate owned. A loan is placed on non-accrual status when payment of the full amount of principal
and interest is not expected, or when principal or interest has been in default for a period of ninety days or more unless the loan is well secured and in the process of collection. A summary of non-performing assets follows:



|Non-performing assets (Expressed in thousands)       |  | March 31, 2003 |       |   | Dec. 31, 2002 |  
|---------------------------------------------------- |  | -------------- | ----- | - | ------------- | -
|Non-accrual loans                                    |  | $              | 3,016 |   |               | $
|Loans 90 days or more past due but accruing interest |  |                | 34    |   |               |  
|Other real estate owned                              |  |                | 69    |   |               |  
|                                                     |  |                |       |   |               |  
|Total                                                |  | $              | 3,119 |   |               | $
|                                                     |  |                |       |   |               |  
|Non-performing assets as a percent of total assets   |  |                | 1.08  | % |               |  



Details
of impaired loans and related information are included in Note 3 of the quarterly financial statements.



In addition to the schedule of non-performing assets, management prepares a watch list consisting of loans which they have determined
require closer monitoring to further protect the Company against loss. The balance of loans classified by management as substandard due to delinquency, a change in financial position, or other factors and not included as non-performing assets
totaled $10,286,000 at March 31, 2003 and $11,419,000 at December 31, 2002.



LOAN CONCENTRATIONS



The Company uses the Standard Industry Code (SIC) system to determine concentrations of credit risk by industry. Management monitors concentrations of credit as measured by an industrys total available and outstanding
credit balance expressed as a percent of Tier 1 capital. Loan concentrations exceeding 25% of Tier 1 capital are detailed in the following tables.





16



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##### Table of Contents



|Industry                                           |  | March 31, 2003 |        |   | December 31, 2002 |  
|-------------------------------------------------- |  | -------------- | ------ | - | ----------------- | -
|Real estateoperators of nonresidential buildings: |  |                |        |   |                   |  
|Loan balance and available credit ($000s)          |  | $              | 12,887 |   |                   | $
|Percent of tier 1 capital                          |  |                | 48.6   | % |                   |  



DEFERRED FEDERAL TAX ASSETS



Deferred federal tax assets totaled $5.2 million at March 31, 2003. The deferred federal tax assets include significant balances related to tax loss carryforwards and tax credits. It also includes the tax effect of recording
securities available for sale at estimated market value. At March 31, 2003, management believes no deferred tax valuation allowance is needed as future estimated taxable income will be sufficient to realize the net deferred tax assets.



OTHER LIABILITIES



Other liabilities increased to $2.4 million at March 31, 2003
compared to $1.7 million at December 31, 2002. Other liabilities include amounts for various accrued expenses, accounts payable, and funds owed for securities traded but not yet settled. The increase in other liabilities for the comparative periods
presented resulted from securities traded but not settled by March 31, 2003.



CAPITAL RESOURCES



The table below depicts the capital ratios for the Bank and for the Company on a consolidated basis as of March 31, 2003. In addition, the table depicts the requirements for classification as adequately
capitalized and to be well capitalized under the regulatory guidelines for Prompt Corrective Action. Tier 1 capital consists principally of shareholders equity less goodwill and deferred tax assets, while Tier 2 capital
consists of certain debt instruments and a portion of the allowance for loan losses. Total capital consists of Tier 1 and Tier 2 capital.



|                                                  |  | Actual |        |       | Minimum Required For Capital Adequacy Purposes |   |        | Minimum Required To Be Well Capitalized Under Prompt Corrective Action Regulations |       
|------------------------------------------------- |  | ------ | ------ | ----- | ---------------------------------------------- | - | ------ | ---------------------------------------------------------------------------------- | ------
|As of March 31, 2003:                             |  | Amount |        | Ratio |                                                |   | Amount |                                                                                    | Ratio 
|Total risk based capital to risk weighted assets: |  |        |        |       |                                                |   |        |                                                                                    |       
|Consolidated                                      |  | $      | 30,025 |       | 17.7                                           | % |        | $                                                                                  | 13,595
|Bank                                              |  |        | 28,723 |       | 16.6                                           | % |        |                                                                                    | 13,873
|Tier 1 capital to risk weighted assets:           |  |        |        |       |                                                |   |        |                                                                                    |       
|Consolidated                                      |  |        | 27,873 |       | 16.4                                           | % |        |                                                                                    | 6,798 
|Bank                                              |  |        | 26,529 |       | 15.3                                           | % |        |                                                                                    | 6,936 
|Tier 1 capital to average assets:                 |  |        |        |       |                                                |   |        |                                                                                    |       
|Consolidated                                      |  |        | 27,873 |       | 9.9                                            | % |        |                                                                                    | 11,233
|Bank                                              |  |        | 26,529 |       | 9.5                                            | % |        |                                                                                    | 11,176



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##### Table of Contents



LIQUIDITY



Effective liquidity
management involves ensuring that the cash flow requirements of depositors and borrowers, as well as the operating needs of the Company, are met. Funds are available through the operation of the Banks branch banking network that gathers demand
and retail time deposits. The Bank also acquires funds through repurchase agreements and overnight federal funds that provide additional sources of liquidity. Total deposits decreased $1.0 million, or 0.4%, from December 31, 2002 to March 31, 2003.
The Banks federal funds sold at March 31, 2003 totaled $10.5 million, down from $13.6 million at December 31, 2002.



Cash flows from the securities portfolio are also a source of liquidity. Proceeds from principal repayments, sales, calls and maturities
of investment securities totaled $15.2 million during the three months ended March 31, 2003. Securities available for sale decreased from $123 million at December 31, 2002 to $121 million at March 31, 2003.



The Bank has an available line of credit with a correspondent
bank totaling $4,100,000 that may be used as an alternative funding source. The Bank also has an unused credit line with the Federal Home Loan Bank for $20 million. All borrowings at the Federal Home Loan Bank are subject to eligible collateral
requirements; at March 31, 2003, the Bank had sufficient eligible collateral to utilize the credit line.



The main source of liquidity for the parent company is dividends from the Bank. At March 31, 2003, the parent had cash and marketable
securities with an estimated fair value of $1.3 million. The parent company does not have any debt to third parties. Management believes sufficient liquidity is currently available to meet estimated short-term and long-term funding needs for the
Bank and the parent company.



ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The information required by Item 3 has been disclosed in Item 7A of the Companys Annual Report to Shareholders on Form 10-K for the year ended December 31, 2002. There has been no material change
in the disclosure regarding market risk.



ITEM 4.
CONTROLS AND PROCEDURES



The Companys Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation within 90 days prior to the filing date of this quarterly report, that the Companys disclosure controls and
procedures are effective for the timely recording, processing, summarizing and reporting of the information required to be disclosed in reports filed under the Securities and Exchange Act of 1934.



There have been no significant changes in the Companys
internal controls or in other factors that could significantly affect those controls subsequent to the date of their evaluation.



18



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##### Table of Contents



PART II  OTHER INFORMATION



Item 1.
Legal proceedings



Since
the date of the filing of the Companys Annual Report to Shareholders on Form 10-K for the year ended December 31, 2002, there have been no material new legal proceedings involving the Company or any material developments to the proceedings
described in such 10-K except as described below.



As described in the Companys Annual Report to Shareholders and Form 10-K for the year ended December 31, 2002, Mr. James J. Fleagane, the shareholder who commenced a derivative action on behalf of the Company, filed a motion in
the derivative litigation described in such 10-K seeking compensation for his time spent prosecuting the derivative action. On May 8, 2003, the Company and Mr. Fleagane agreed to settle all claims related to Mr. Fleaganes motion and to release
each other from any claims relating to the derivative litigation and Mr. Fleaganes motion for compensation. The Company agreed to enter into the settlement in order to avoid the management time and Company expense that would be involved in
opposing Mr. Fleaganes motion.



Item 2.
Changes in securities and use of proceeds



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



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##### Table of Contents



Item 6. Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits
| | --- |  | --------



|3(i)  |  | Articles of Incorporation (1)                                                                                                                                    
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(ii) |  | Code of Regulations (2)                                                                                                                                          
|10.1  |  | Employment Agreement dated December 15, 1999 between Wilbur R. Roat, Belmont Bancorp. and Belmont National Bank
(3)                                              
|10.2  |  | Employment Agreement dated April 16, 2001 between Michael Baylor, Belmont Bancorp. and Belmont National Bank
(4)                                                 
|10.3  |  | Belmont Bancorp. 2001 Stock Option Plan (5)                                                                                                                      
|99.1  |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Quarterly Report on Form 10-Q of Belmont
Bancorp. for the quarter ended March 31, 2003
|99.2  |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Quarterly Report on Form 10-Q of Belmont
Bancorp. for the quarter ended March 31, 2003



| | (1) |  | Filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002.
| | --- |  | ----------------------------------------------------------------------------------------------------------------

| | (2) |  | Filed as an exhibit to the Companys Registration Statement on Form S-2 filed with the Securities and Exchange Commission on November 16, 1999, and incorporated
herein by reference.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) |  | Filed as an exhibit to the Companys Annual Report and Form 10-K for the year ended December 31, 1999 (Registration No. 0-12724) and incorporated herein by
reference.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) |  | Filed as an exhibit to the Companys Annual Report and Form 10-K for the year ended December 31, 2001 (Registration No. 0-12724) and incorporated herein by
reference.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) |  | Filed as an exhibit to the Companys Annual Report and Form 10-K for the year ended December 31, 2000 (Registration No. 0-12724) and incorporated herein by
reference.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------



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)/s/    WILBUR R. ROATWilbur R. Roat President & CEO




/s/    JANE
R. MARSHJane R. Marsh Chief Financial Officer




May 9, 2003



20



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##### Table of Contents



CERTIFICATIONS



I, Wilbur R. Roat, certify
that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Belmont Bancorp.;
| | -- |  | -----------------------------------------------------------------------



| | 2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent functions):
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Date: May 9, 2003



/s/    WILBUR R.
ROATWilbur R. Roat President & Chief Executive Officer






21



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##### Table of Contents



I, Jane R. Marsh, certify
that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Belmont Bancorp.;
| | -- |  | -----------------------------------------------------------------------



| | 2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent functions):
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Date: May 9, 2003



/s/    JANE
R. MARSHJane R. Marsh Chief Financial Officer




22