UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549





FORM
10-K





xANNUAL REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For
the fiscal year ended December 31, 2008





OR





o TRANSITION REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For
the transition period from  N/A 
to N/A


Commission
File Number 0-16540





UNITED BANCORP, INC.


(Exact
name of registrant as specified in its Charter.)





Ohio
              
              34-1405357(State or other jurisdiction of incorporation or organization)
              
              (IRS) Employer Identification No.)201 South Fourth Street, Martins Ferry,
      Ohio
              
              43935(Address
      of principal executive offices)
              
              (ZIP
      Code)





Registrant’s
telephone number, including area code:  (740)
633-0445





Securities
registered pursuant to Section 12(b) of the Act:





None
                  
                  N/A(Title
      of class)
                  
                  (Name
      of each exchange on which registered)Common
      Stock, Par Value $1.00 a share
                  
                  NASDAQ
      Capital Market





Securities
registered pursuant to Section 12(g) of the Act: None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes  ̈No x.





Indicated
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. Yes  ̈No x.





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


YesxNo ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K. x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of 12b-2 of the
Exchange Act. (Check one):





Large
accelerated filer  ̈     Accelerated
filer  ̈      Non-accelerated
filer  ̈      Smaller
reporting company  x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes
 ̈ No x





As
of June 30, 2008 the aggregate market value of the registrant’s common stock
held by non-affiliates of the registrant was $41,567,360 based on the closing
sale price as reported on the National Association of Securities Dealers
Automated Quotation System.







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





Registrant
had 5,000,038 common shares outstanding as of March 6, 2009.





DOCUMENTS
INCORPORATED BY REFERENCE





Portions
of the proxy statement for the Annual Shareholders meeting to be held April 15,
2009 are incorporated by reference into Part III.





Portions
of the Annual Report to Shareholders for the year ended December 31, 2008 are
incorporated by reference into Parts I and II.





PART
I





Item
1   Business





Business





United
Bancorp, Inc. (Company) is a bank holding company headquartered in Martins
Ferry, Ohio.  The Company at December 31, 2008, has one wholly-owned
subsidiary bank, The Citizens Savings Bank, Martins Ferry, Ohio (CITIZENS, or
the Bank). The Citizens Savings Bank operates two divisions for marketing
purposes, The Community Bank, a division of The Citizens Savings Bank and The
Citizens Bank, a division of The Citizens Savings Bank.




On
September 19, 2008, Citizens acquired from the Federal Deposit Insurance
Corporation (“FDIC”) the deposits of three banking offices of a failed
institution in Belmont County, Ohio.  Deposits acquired totaled
approximately $39.3 million.  The agreement provided the Bank with the
option to purchase the office premises for the three banking
locations.  Management has formally notified the FDIC that it will
acquire two of the former banking locations for approximately $1.2 million which
is the appraised fair value of the properties.  Management’s plan is
to build a new banking facility in the community where it did not acquire one of
the properties from the FDIC. The Company paid a premium to the FDIC of
approximately $450,000 for the approximately $39.3 million in deposits
assumed.




CITIZENS
serves customers in northeastern, eastern, southeastern and south central Ohio
and is engaged in the business of commercial and retail banking in Belmont,
Harrison, Jefferson, Tuscarawas, Carroll, Athens, Hocking, and Fairfield
counties and the surrounding localities.  The Bank provides a broad
range of banking and financial services, which includes accepting demand,
savings and time deposits and granting commercial, real estate and consumer
loans.  CITIZENS conducts its business through its main office and
stand alone operations center in Martins Ferry, Ohio and sixteen branches
located in the counties mentioned above.  CITIZENS also offers full
brokerage service through UVEST® member NASD/SIPC.





CITIZENS
has no single customer or related group of customers whose banking activities,
whether through deposits or lending, would have a material impact on the
continued earnings capabilities if those activities were removed.





Competition





The
markets in which CITIZENS operates continue to be highly
competitive.  CITIZENS competes for loans and deposits with other
retail commercial banks, savings and loan associations, finance companies,
credit unions and other types of financial institutions within the Mid-Ohio
valley geographic area along the eastern border of Ohio, extending into the
northern panhandle of West Virginia and the Tuscarawas and Carroll County
geographic areas of northeastern Ohio.  CITIZENS also encounters
similar competition for loans and deposits throughout the Athens, Hocking, and
Fairfield County geographic areas of central and southeastern Ohio.





Supervision
and Regulation





General





The
Company is a corporation organized under the laws of the State of
Ohio.  The business in which the Company and its subsidiary are
engaged is subject to extensive supervision, regulation and examination by
various bank regulatory authorities.  The supervision, regulation and
examination to which the Company and its subsidiary are subject are intended
primarily for the protection of depositors and the deposit insurance funds that
insure the deposits of banks, rather than for the protection of
shareholders.





Several
of the more significant regulatory provisions applicable to banks and bank
holding companies to which the Company and CITIZENS are subject are discussed
below.  To the extent that the following information describes
statutory or regulatory provisions, it is qualified in its entirety by reference
to the particular statutory provisions.  Any change in applicable law
or regulation may have a material effect on the business and prospects of the
Company and CITIZENS.








Regulatory
Agencies





The
Company is a registered bank holding company and is subject to inspection,
examination and supervision by the Board of Governors of the Federal Reserve
System (the “Federal Reserve Board”) pursuant to the Bank Holding Company Act of
1956, as amended.





CITIZENS
is an Ohio chartered commercial bank.  It is subject to regulation and
examination by both the Ohio Division of Financial Institutions (the “ODFI”) and
the FDIC.





The Holding Company





As a
holding company incorporated and doing business within the State of Ohio, the
Company is subject to regulation and supervision under the Bank Holding Act of
1956, as amended (the "Act").  The Company is required to file with
the Federal Reserve Board on quarterly basis information pursuant to the
Act.  The Federal Reserve Board may conduct examinations or
inspections of the Company and CITIZENS.





The
Company is required to obtain prior approval from the Federal Reserve Board for
the acquisition of more than five percent of the voting shares or substantially
all of the assets of any bank or bank holding company.  In addition,
the Company is generally prohibited by the Act from acquiring direct or indirect
ownership or control of more than five percent of the voting shares of any
company which is not a bank or bank holding company and from engaging directly
or indirectly in activities other than those of banking, managing or controlling
banks or furnishing services to its subsidiaries.  The Company may,
however, subject to certain prior approval requirements of the Federal Reserve
Board, engage in, or acquire shares of companies engaged in activities which are
deemed by the Federal Reserve Board by order or by regulation to be financial in
nature or closely related to banking.





On
November 12, 1999, the Gramm-Leach-Bliley Act (the "GLB Act") was enacted into
law.  The GLB Act made sweeping changes with respect to the
permissible financial services which various types of financial institutions may
now provide.  The Glass-Steagall Act, which had generally prevented
banks from affiliation with securities and insurance firms, was
repealed.  Pursuant to the GLB Act, bank holding companies may elect
to become a "financial holding company," provided that all of the depository
institution subsidiaries of the bank holding company are “well capitalized” and
“well managed” under applicable regulatory standards.





Under the
GLB Act, a bank holding company that has elected to become a financial holding
company may affiliate with securities firms and insurance companies and engage
in other activities that are financial in nature.  Activities that are
"financial in nature" include securities underwriting, dealing and
market-making, sponsoring mutual funds and investment companies, insurance
underwriting and agency, merchant banking, and activities that the Federal
Reserve Board has determined to be closely related to banking.  No
Federal Reserve Board approval is required for the Company to acquire a company,
other than a bank holding company, bank or savings association, engaged in
activities that are financial in nature or incidental to activities that are
financial in nature, as determined by the Federal Reserve
Board.  Prior Federal Reserve Board approval is required before the
Company may acquire the beneficial ownership or control of more than 5% of the
voting shares, or substantially all of the assets, of a bank holding company,
bank or savings association.  If any subsidiary bank of the Company
ceases to be "well capitalized" or "well managed" under applicable regulatory
standards, the Federal Reserve Board may, among other actions, order the Company
to divest the subsidiary bank.  Alternatively, the Company may elect
to conform its activities to those permissible for a bank holding company that
is not also a financial holding company.  If any subsidiary bank of
the Company receives a rating under the Community Reinvestment Act of 1977 of
less than satisfactory, the Company will be prohibited from engaging in new
activities or acquiring companies other than bank holding companies, banks or
savings associations.  The Company is not a financial holding company
and has no current intention of making such an election.







The Bank





General. CITIZENS is
an Ohio-chartered bank that is not a member of the Federal Reserve System.
CITIZENS is therefore regulated by the ODFI as well as the FDIC. The regulatory
agencies have the authority to regularly examine CITIZENS, which is subject to
all applicable rules and regulations promulgated by its supervisory agencies. In
addition, the deposits of CITIZENS are insured by the FDIC to the fullest extent
permitted by law.





Deposit Insurance. As
an FDIC-insured institution, CITIZENS is required to pay deposit insurance
premium assessments to the FDIC. The FDIC has adopted a risk-based assessment
system under which all insured depository institutions are placed into one of
nine categories and assessed insurance premiums based upon their respective
levels of capital and results of supervisory evaluations. Institutions
classified as well-capitalized (as defined by the FDIC) and considered healthy
pay the lowest premium while institutions that are less than adequately
capitalized (as defined by the FDIC) and considered of substantial supervisory
concern pay the highest premium. Risk classification of all insured institutions
is made by the FDIC for each semi-annual assessment period.





The FDIC
may terminate the deposit insurance of any insured depository institution if the
FDIC determines, after a hearing, that the institution has engaged or is
engaging in unsafe or unsound practices, is in an unsafe or unsound condition to
continue operations or has violated any applicable law, regulation, order, or
any condition imposed in writing by, or written agreement with, the FDIC. The
FDIC may also suspend deposit insurance temporarily during the hearing process
for a permanent termination of insurance if the institution has no tangible
capital. Management of the Company is not aware of any activity or condition
that could result in termination of the deposit insurance of
CITIZENS.





Capital Requirements.
The Federal Reserve Board, ODFI and FDIC require banks
and holding companies to maintain minimum capital ratios. The “risk-adjusted”
capital guidelines for CITIZENS and the Company involve a mathematical process
of assigning various risk weights to different classes of assets, then
evaluating the sum of the risk-weighted balance sheet structure against
CITIZENS’s and Company’s capital base. The rules set the minimum guidelines for
the ratio of capital to risk-weighted assets (including certain off-balance
sheet activities, such as standby letters of credit) at 8%. Tier 1 Capital is
comprised of common equity, retained earnings, and a limited amount of perpetual
preferred stock less certain intangible items. At least half of the total
capital is to be Tier 1 Capital. The remainder may consist of a limited amount
of subordinated debt, other preferred stock, and a portion of the loan loss
reserves (not to exceed 1.25% of risk-weighted assets). CITIZENS anticipates
maintaining capital at a level sufficient to be classified as “well capitalized”
pursuant to the Federal Reserve guidelines.





In
addition, the federal banking regulatory agencies have adopted leverage capital
guidelines for banks and bank holding companies. Under these guidelines, banks
and bank holding companies must maintain a minimum ratio of three percent (3%)
Tier 1 Capital to total assets. However, most banking organizations are expected
to maintain capital ratios well in excess of the minimum level and generally
must keep their Tier 1 ratio at or above 5%. CITIZENS intends to maintain
capital well above the regulatory minimum.





The
capital requirements described above are minimum requirements. Higher capital
levels will be required if warranted by the particular circumstances or risk
profiles of individual institutions. For example, the regulations provide that
additional capital may be required to take adequate account of, among other
things, interest rate risk or the risks posed by concentrations of credit,
nontraditional activities or securities trading activities. As of
December 31, 2008, CITIZENS exceeded its minimum regulatory capital
requirements with a total risk-based capital ratio of 14.4%, a Tier 1 risk-based
capital ratio of 13.3% and a Tier 1 leverage ratio of 8.2%.





In
addition to the minimum regulatory capital requirements discussed above,
provisions contained in the Federal Deposit Insurance Corporation Improvement
Act (“FDICIA”) expressly provide for certain supervisory actions which are
directly keyed to the capital levels of an insured depository institution. These
“prompt corrective action” provisions impose progressively more restrictive
constraints on operations, management and capital distributions of a particular
institution as its regulatory capital decreases. Using Tier 1 risk-based, total
risk-based, and Tier 1 leverage capital ratios as the relevant measures, FDIC
insured depository institutions are grouped into one of the following five
prompt corrective action capital categories: well capitalized, adequately
capitalized; undercapitalized;





significantly
undercapitalized; and critically undercapitalized. An institution is considered
well capitalized if it has a total risk-based capital ratio of at least 10%, a
Tier 1 risk-based capital ratio of at least 6% and a Tier 1 leverage capital
ratio of at least 5%, provided, however, such institution is not subject to a
written advisement, order or capital directive to meet and maintain a specific
capital level for any particular capital measure. An adequately capitalized
institution must have a total risk-based capital ratio of at least 8%, a Tier 1
risk-based capital ratio of at least 4% and a Tier 1 leverage capital ratio of
at least 4% (3% if the institution has achieved the highest composite rating in
its most recent examination). At December 31, 2008, CITIZENS satisfied all
requirements for inclusion in the “well capitalized” category.





Dividends. Ohio law
prohibits CITIZENS, without the prior approval of the ODFI, from paying
dividends in an amount greater than the lesser of its undivided profits or the
total of its net income for that year, combined with its retained net income
from the preceding two years. The payment of dividends by any financial
institution or its holding company is also affected by the requirement to
maintain adequate capital pursuant to applicable capital adequacy guidelines and
regulations, and a financial institution generally is prohibited from paying any
dividends if, following payment thereof, the institution would be
under-capitalized. As described above, CITIZENS exceeded its minimum capital
requirements under applicable guidelines as of December 31,
2008.





Branching Authority.
Ohio chartered banks have the authority under Ohio law to establish branches
anywhere in the State of Ohio, subject to receipt of all required regulatory
approvals. Additionally, in May 1997 Ohio adopted legislation “opting in”
to the provisions of Riegle-Neal Interstate Banking and Branching Efficiency Act
of 1994 (the “Interstate Act”) which allows banks to establish interstate branch
networks through acquisitions of other banks, subject to certain conditions,
including certain limitations on the aggregate amount of deposits that may be
held by the surviving bank and all of its insured depository institution
affiliates. The establishment of de novo interstate branches or the acquisition
of individual branches of a bank in another state (rather than the acquisition
of an out-of-state bank in its entirety) is also allowed by the Riegle-Neal Act
and authorized by Ohio law.





Affiliate
Transactions. Various governmental requirements, including Sections 23A
and 23B of the Federal Reserve Act, limit borrowings by holding companies and
non-bank subsidiaries from affiliated insured depository institutions, and also
limit various other transactions between holding companies and their non-bank
subsidiaries, on the one hand, and their affiliated insured depository
institutions on the other.  Section 23A of the Federal Reserve Act
also generally requires that an insured depository institution's loan to its
non-bank affiliates be secured, and Section 23B of the Federal Reserve Act
generally requires that an insured depository institution's transactions with
its non-bank affiliates be on arms-length terms.





Depositor Preference.
The Federal Deposit Insurance Act provides that, in the event of the
“liquidation or other resolution” of an insured depository institution, the
claims of depositors of the institution, including the claims of the FDIC as
subrogee of insured depositors, and certain claims for administrative expenses
of the FDIC as a receiver, will have priority over other general unsecured
claims against the institution. If an insured depository institution fails,
insured and uninsured depositors, along with the FDIC, will have priority in
payment ahead of unsecured, non deposit creditors and shareholders of the
institution.





Privacy Provisions of
Gramm-Leach-Bliley Act. Under GLB, federal banking regulators adopted
rules that limit the ability of banks and other financial institutions to
disclose non-public information about consumers to non-affiliated third parties.
These limitations require disclosure of privacy policies to consumers and, in
some circumstances, allow consumers to prevent disclosure of certain personal
information to non-affiliated third parties. The privacy provisions of GLB
affect how consumer information is transmitted through diversified financial
companies and conveyed to outside vendors.





Anti-Money Laundering
Provisions of the USA Patriot Act of 2001. On October 26, 2001, the
USA Patriot Act of 2001 (the “Patriot Act”) was signed into law. The Patriot Act
is intended to strengthen U.S. law enforcement’s and the intelligence
community’s ability to work cohesively to combat terrorism on a variety of
fronts. The potential impact of the Patriot Act on financial institutions of all
kinds is significant and wide-ranging. The Patriot Act contains sweeping
anti-money laundering and financial transparency laws and requires various
regulations, including: (a) due diligence requirements for financial
institutions that administer, maintain, or manage private bank accounts or
correspondent accounts for non-U.S. persons; (b) standards for verifying
customer identification at account opening; and (c) rules to promote
cooperation among financial institutions, regulators and law enforcement
entities in identifying parties that may be involved in terrorism or money
laundering.





Fiscal and Monetary
Policies. CITIZENS’s business and earnings are affected significantly by
the fiscal and monetary policies of the federal government and its agencies.
CITIZENS is particularly affected by the policies of the Federal Reserve Board,
which regulates the supply of money and credit in the United States. Among the
instruments of monetary policy available to the Federal Reserve are
(a) conducting open market operations in United States government
securities, (b) changing the discount rates of borrowings of depository
institutions, (c) imposing or changing reserve requirements against
depository institutions’ deposits, and (d) imposing or changing reserve
requirements against certain borrowing by banks and their affiliates. These
methods are used in varying degrees and combinations to affect directly the
availability of bank loans and deposits, as well as the interest rates charged
on loans and paid on deposits. For that reason alone, the policies of the
Federal Reserve Board have a material effect on the earnings of
CITIZENS.





Additional and Pending
Regulation. CITIZENS is also subject to federal regulation as to such
matters as the maintenance of required reserves against deposits, limitations in
connection with affiliate transactions, limitations as to the nature and amount
of its loans and investments, regulatory approval of any merger or
consolidation, issuance or retirement by CITIZENS of its own securities and
other aspects of banking operations. In addition, the activities and operations
of CITIZENS are subject to a number of additional detailed, complex and
sometimes overlapping laws and regulations. These include state usury and
consumer credit laws, state laws relating to fiduciaries, the Federal
Truth-in-Lending Act and Regulation Z, the Federal Equal Credit Opportunity
Act and Regulation B, the Fair Credit Reporting Act, the Truth in Savings
Act, the Community Reinvestment Act, anti-redlining legislation and antitrust
laws.





Congress
regularly considers legislation that may have an impact upon the operation of
the Company and CITIZENS. At this time, the Company is unable to predict whether
any proposed legislation will be enacted and, therefore, is unable to predict
the impact such legislation may have on the operations of the
Company.





The Credit Crisis and the
Emergency Economic Stabilization Act of 2008.  In response to
recent unprecedented financial market turmoil, the Emergency Economic
Stabilization Act of 2008 ("EESA") was enacted on October 3, 2008. EESA
authorizes the U.S. Treasury Department to provide up to $700 billion in funding
for the financial services industry. Pursuant to the EESA, the Treasury was
initially authorized to use $350 billion for the Troubled Asset Relief Program
(TARP). Of this amount, Treasury allocated $250 billion to the TARP Capital
Purchase Program. On January 15, 2009, the second $350 billion of TARP monies
was released to the Treasury. The Secretary's authority under TARP expires on
December 31, 2009 unless the Secretary certifies to Congress that extension is
necessary provided that his authority may not be extended beyond October 3,
2010. The Company is not participating in the TARP Capital Purchase
Program.





Before
and after EESA, there have been numerous actions by the Federal Reserve Board,
Congress, the Treasury, the FDIC, the SEC and others to further the economic and
banking industry stabilization efforts, including the American Recovery and
Reinvestment Act. It remains unclear at this time what further legislative and
regulatory measures will be implemented under EESA affecting the
Company.





Employees





The
Company itself, as a holding company, has no compensated
employees.  CITIZENS has 126 full time employees, with 32 of these
serving in a management capacity, and 16 part time employees.





Industry
Segments





United
Bancorp and its subsidiary are engaged in one line of business,
banking.  Item 8 of this 10-K provides financial information for
United Bancorp’s business.





Statistical Disclosures by
Bank Holding Companies





I           
Distribution of Assets, Liabilities and Stockholders’ Equity; Interest Rates and
Interest Differential





Refer to
Management’s Discussion and Analysis “Average Balances, Net Interest Income and
Yields Earned and Rates Paid” beginning on page 22 of our 2008 Annual Report,
which is incorporated by reference.





II      Investment
Portfolio





A     The following table sets forth the
carrying amount of securities at December 31, 2008 and
2007.





December 31,2008
                        
                        
                        2007(In
      thousands)Available
      for sale (At market)U.S.
      Govt. and agency obligations
                        
                        $
                        87,386
                        
                        
                        $
                        113,002Mortgage-backed
      obligations
                        
                        
                        16,290
                        
                        
                        
                        23,602Collateralized
      mortgage obligations
                        
                        
                        ––
                        
                        
                        
                        630State
      and municipal obligations
                        
                        
                        25,736
                        
                        
                        
                        28,070Other
      securities
                        
                        
                        4
                        
                        
                        
                        20$
                        129,416
                        
                        
                        $
                        165,324Held
      to maturity (At cost)State
      and municipal obligations
                        
                        $
                        15,687
                        
                        
                        $
                        16,142$
                        15,687
                        
                        
                        $
                        16,142







B
            Contractual
      maturities of securities at year-end 2008 were as
  follows:





Amortized
                    Cost
                  
                  
                  Estimated
                    Fair Value
                  
                  
                  Average Tax
                    Equivalent YieldAvailable
      for SaleUS
      Agency obligationsUnder
      1 Year
                  
                  $
                  500
                  
                  
                  $
                  515
                  
                  
                  
                  4.10
                  %1 -
      5 Years
                  
                  
                  500
                  
                  
                  
                  520
                  
                  
                  
                  4.15
                  %5 -
      10 Years
                  
                  
                  10,998
                  
                  
                  
                  11,015
                  
                  
                  
                  5.38
                  %Over
      10 Years
                  
                  
                  74,460
                  
                  
                  
                  75,336
                  
                  
                  
                  5.86
                  %Total
                  
                  
                  86,458
                  
                  
                  
                  87,386
                  
                  
                  
                  5.77
                  %Mortgage-backed
      securitiesUnder
      1 Year
                  
                  
                  ––
                  
                  
                  
                  ––
                  
                  
                  
                  0.00
                  %1 –
      5 Years
                  
                  
                  618
                  
                  
                  
                  625
                  
                  
                  
                  3.91
                  %5 -
      10 Years
                  
                  
                  8,387
                  
                  
                  
                  8,572
                  
                  
                  
                  4.54
                  %Over
      10 Years
                  
                  
                  6,967
                  
                  
                  
                  7,093
                  
                  
                  
                  4.55
                  %Total
                  
                  
                  15,972
                  
                  
                  
                  16,290
                  
                  
                  
                  4.52
                  %State
      and municipal obligationsUnder
      1 Year
                  
                  
                  295
                  
                  
                  
                  299
                  
                  
                  
                  6.69
                  %1 -
      5 Years
                  
                  
                  1,960
                  
                  
                  
                  1,967
                  
                  
                  
                  5.50
                  %5 -
      10 Years
                  
                  
                  6,643
                  
                  
                  
                  6,449
                  
                  
                  
                  5.49
                  %Over
      10 Years
                  
                  
                  18,072
                  
                  
                  
                  17,021
                  
                  
                  
                  5.84
                  %Total
                  
                  
                  26,970
                  
                  
                  
                  25,736
                  
                  
                  
                  5.68
                  %Other
      securitiesEquity
      securities
                  
                  
                  4
                  
                  
                  
                  4
                  
                  
                  
                  0.00
                  %Total
      securities available for sale
                  
                  $
                  129,404
                  
                  
                  $
                  129,416
                  
                  
                  
                  5.32
                  %Held
      to MaturityState
      and municipal obligationsUnder
      1 Year
                  
                  $
                  436
                  
                  
                  $
                  444
                  
                  
                  
                  6.59
                  %1 -
      5 Years
                  
                  
                  3,488
                  
                  
                  
                  3,558
                  
                  
                  
                  6.63
                  %5 -
      10 Years
                  
                  
                  5,957
                  
                  
                  
                  6,018
                  
                  
                  
                  6.18
                  %Over
      10 Years
                  
                  
                  5,806
                  
                  
                  
                  5,677
                  
                  
                  
                  6.02
                  %Total
      securities available for sale
                  
                  $
                  15,687
                  
                  
                  $
                  15,697
                  
                  
                  
                  6.23
                  %





C
            Excluding
      holdings of U.S. Agency obligations, there were no investments in
      securities of any one issuer exceeding 10% of the Company’s consolidated
      shareholders’ equity at December 31,
2008.





III
      Loan Portfolio





A     Types
of Loans





The
amounts of gross loans outstanding at December 31, 2008, 2007, 2006, 2005 and
2004 are shown in the following table according to types of loans:










December 31,2008
                
                
                2007
                
                
                2006
                
                
                2005
                
                
                2004(In thousands)Commercial
      loans
                
                $
                67,830
                
                
                $
                59,785
                
                
                $
                40,512
                
                
                $
                32,675
                
                
                $
                35,309Commercial
      real estate loans
                
                
                72,311
                
                
                
                74,660
                
                
                
                92,895
                
                
                
                97,706
                
                
                
                83,103Real
      estate loans
                
                
                59,807
                
                
                
                58,524
                
                
                
                56,167
                
                
                
                57,746
                
                
                
                55,062Installment
      loans
                
                
                38,270
                
                
                
                41,675
                
                
                
                41,943
                
                
                
                43,884
                
                
                
                41,973Total
      loans
                
                $
                238,218
                
                
                $
                234,644
                
                
                $
                231,517
                
                
                $
                232,011
                
                
                $
                215,447





Construction
loans were not significant at any date indicated above.





B     Maturities
and Sensitivities of Loans to Changes in Interest Rates


The
following is a schedule of commercial and commercial real estate loans at
December 31, 2008 maturing within the various time frames
indicated:





One Year or
                    Less
                  
                  
                  One Through
                    Five Years
                  
                  
                  After
                    Five Years
                  
                  
                  Total(In
      thousands)Commercial
      loans
                  
                  $
                  30,141
                  
                  
                  $
                  15,090
                  
                  
                  $
                  22,599
                  
                  
                  $
                  67,830Commercial
      real estate loans
                  
                  
                  2,360
                  
                  
                  
                  12,307
                  
                  
                  
                  57,644
                  
                  
                  
                  72,311Total
                  
                  $
                  32,501
                  
                  
                  $
                  27,397
                  
                  
                  $
                  80,243
                  
                  
                  $
                  140,141





The
following is a schedule of fixed-rate and variable-rate commercial and
commercial real estate loans at December 31, 2008 due to mature after one
year:





Fixed Rate
                  
                  
                  Variable Rate
                  
                  
                  Total > One
                    Year(In
      thousands)Commercial
      loans
                  
                  $
                  14,323
                  
                  
                  $
                  23,366
                  
                  
                  $
                  37,689Commercial
      real estate loans
                  
                  
                  8,902
                  
                  
                  
                  61,049
                  
                  
                  
                  69,951Total
                  
                  $
                  23,225
                  
                  
                  $
                  84,415
                  
                  
                  $
                  107,640





Variable
rate loans are those loans with floating or adjustable interest
rates.





C     Risk
Elements





1.      Nonaccrual,
Past Due, Restructured and Impaired Loans





The
following schedule summarizes nonaccrual loans, accruing loans which are
contractually 90 days or more past due, and impaired loans at December 31, 2008,
2007, 2006, 2005 and 2004:




December 31,2008
                  
                  
                  2007
                  
                  
                  2006
                  
                  
                  2005
                  
                  
                  2004(In thousands)Nonaccrual
      basis (1)
                  
                  $
                  5,398
                  
                  
                  $
                  1,822
                  
                  
                  $
                  3,396
                  
                  
                  $
                  1,144
                  
                  
                  $
                  1,106Accruing
      loans 90 days or greater past due (4)
                  
                  
                  1,573
                  
                  
                  
                  2,585
                  
                  
                  
                  55
                  
                  
                  
                  417
                  
                  
                  
                  500Impaired
      loans (2) (3)
                  
                  
                  7,523
                  
                  
                  
                  3,399
                  
                  
                  
                  3,122
                  
                  
                  
                  875
                  
                  
                  
                  ––Impaired
      loan with related allowance for unconfirmed losses (5)
                  
                  
                  5,571
                  
                  
                  
                  2,347
                  
                  
                  
                  1,012
                  
                  
                  
                  ––
                  
                  
                  
                  ––Impaired
      loan without related allowance for unconfirmed losses (6)
                  
                  
                  1,952
                  
                  
                  
                  1,052
                  
                  
                  
                  2,110
                  
                  
                  
                  875
                  
                  
                  
                  ––







(1)
              There
      were 4 restructured loans by 1 borrower in 2008 totaling $609,000. For
      years 2004 through 2006, all of the Company’s impaired loans were on a
      nonaccrual basis. For 2007, the nonaccruing loans includes $1,675,000 of
      impaired loans and for 2008, includes $4,866,000 of impaired
      loans.





(2)
              Loans
      considered impaired under the provisions of SFAS No. 114 and interest
      recognized on a cash received basis were not material for 2004 through
      2006, inclusive. Interest  recognized on impaired loans in 2008
      was $421,000 and in 2007 was
$84,000.





(3)
              Additional
      information incorporated by reference on page 42 of the Notes to
      Consolidated Financial Statements set forth in our 2008 Annual Report,
      which is incorporated herein by
reference.





(4)
              Loans
      past due greater than 90 days and still accruing totaling $1,322,000 in
      2008 are also classified as impaired
loans.





(5)
              Includes
      $214,000 of loans past due greater than 90 days and still accruing and
      $4,707,000 of nonaccrrual loans at December 31,
  2008.





(6)
              Includes
      $1,108,000 of loans past due greater than 90 days and $160,000 of
      nonaccrual loans at December 31,
2008.





The
additional amount of interest income that would have been recorded on nonaccrual
loans, had they been current, totaled approximately $342,000 and $128,000 for
the years ended December 31, 2008 and 2007, respectively.  At those
dates, all impaired loans were commercial or commercial real estate
loans.





The
Company’s policy is to generally not allow loans greater than 90 days past due
to accrue interest unless the loan is both well secured and in the process of
collection.  Interest income is not reported when full loan repayment
is doubtful, typically when the loan is impaired.  Payments received
on such loans are reported as principal reductions.





2.      Potential
Problem Loans





The
Company had no potential problem loans as of December 31, 2008 which have not
been disclosed in Table C 1., but where known information about possible credit
problems of borrowers causes management to have serious doubts as to the ability
of such borrowers to comply with the present loan repayment terms and which may
result in disclosure of such loans into one of the problem loan
categories.





3.      Loan
Concentrations





Refer to
Page 63, Note 19 of Notes to Consolidated Financial Statements set forth in our
2008 Annual Report, which is incorporated herein by reference.




IV
Summary of Loan Loss Experience





The
allowance for loan losses is a valuation allowance for probable incurred credit
losses, increased by the provision for loan losses and decreased by charge-offs
less recoveries.  Management estimates the allowance balance required
based on past loan loss experience, the nature and volume of the portfolio,
information about specific borrower situations and estimated collateral values,
economic conditions and other factors.  Allocations of the allowance
may be made for specific loans, but the entire allowance is available for any
loan that, in management’s judgment, should be charged-off.  Loan
losses are charged against the allowance when management believes the
uncollectibility of a loan balance is confirmed. The Company accounts for
impaired loans in accordance with SFAS No. 114, “Accounting for Creditors for
Impairment of a Loan.”  SFAS 114 requires that impaired loans be
measured based upon the present value of expected future cash flows discounted
at the loan’s effective interest rate or, as an alternative, at the loan’s
observable market price or fair value of the collateral. A loan is defined under
SFAS No. 114 as impaired when, based on current information and events, it is
probable that a creditor will be unable to collect all amounts due according to
the contractual terms of the loan agreement.  In applying the
provisions of SFAS No. 114, the Company considers its investment in one-to-four
family residential loans and consumer installment loans to be homogenous and
therefore excluded from separate identification for evaluation of
impairment.  With respect to the Company’s investment in
nonresidential and multi-family residential real estate loans, and its
evaluation of impairment thereof, such loans are generally collateral dependent
and, as a result, are carried as a practical expedient at the fair value of the
collateral.





Collateral
dependent loans which are more than ninety days delinquent are considered to
constitute more than a minimum delay in repayment and are evaluated for
impairment under SFAS No. 114 at that time.





For
additional explanation of factors which influence management’s judgment in
determining amounts charged to expense, refer to pages 13,14 and 16 of the
“Management’s Discussion and Analysis” and Notes to Consolidated Financial
Statements set forth in our 2008 Annual Report, which is incorporated herein by
reference.





A
            Analysis
      of the Allowance for Loan Losses





The
following schedule presents an analysis of the allowance for loan losses,
average loan data and related ratios for the years ended December 31, 2008,
2007, 2006, 2005 and 2004:





2008
                
                
                2007
                
                
                2006
                
                
                2005
                
                
                2004(In thousands)LoansLoans
      outstanding
                
                $
                238,218
                
                
                $
                234,644
                
                
                $
                231,517
                
                
                $
                232,011
                
                
                $
                215,447Average
      loans outstanding
                
                $
                235,670
                
                
                $
                228,673
                
                
                $
                234,436
                
                
                $
                224,945
                
                
                $
                208,658Allowance
      for Loan LossesBalance
      at beginning of year
                
                $
                2,447
                
                
                $
                2,345
                
                
                $
                2,904
                
                
                $
                2,995
                
                
                $
                2,843Loan
      charge-offs:Commercial
                
                
                92
                
                
                
                206
                
                
                
                1,420
                
                
                
                89
                
                
                
                58Commercial
      real estate
                
                
                ––
                
                
                
                ––
                
                
                
                ––
                
                
                
                ––
                
                
                
                ––Real
      estate
                
                
                414
                
                
                
                349
                
                
                
                350
                
                
                
                331
                
                
                
                16Installment
                
                
                560
                
                
                
                583
                
                
                
                370
                
                
                
                342
                
                
                
                645Total
      loan charge-offs
                
                
                1,066
                
                
                
                1,138
                
                
                
                2,140
                
                
                
                762
                
                
                
                719Loan
      recoveriesCommercial
                
                
                12
                
                
                
                9
                
                
                
                22
                
                
                
                7
                
                
                
                4Commercial
      real estate
                
                
                ––
                
                
                
                ––
                
                
                
                ––
                
                
                
                ––
                
                
                
                ––Real
      estate
                
                
                23
                
                
                
                52
                
                
                
                34
                
                
                
                50
                
                
                
                7Installment
                
                
                166
                
                
                
                186
                
                
                
                148
                
                
                
                202
                
                
                
                242Total
      loan recoveries
                
                
                201
                
                
                
                247
                
                
                
                204
                
                
                
                259
                
                
                
                253Net
      loan charge-offs
                
                
                865
                
                
                
                891
                
                
                
                1,936
                
                
                
                503
                
                
                
                466Provision
      for loan losses
                
                
                1,188
                
                
                
                993
                
                
                
                1,377
                
                
                
                412
                
                
                
                618Balance
      at end of year
                
                $
                2,770
                
                
                $
                2,447
                
                
                $
                2,345
                
                
                $
                2,904
                
                
                $
                2,995Ratio
      of net charge-offs to average loans outstanding for the
    year
                
                
                0.37
                %
                
                
                0.39
                %
                
                
                0.83
                %
                
                
                0.22
                %
                
                
                0.22
                %





2008
                  
                  
                  2007
                  
                  
                  2006
                  
                  
                  2005
                  
                  
                  2004(In thousands)Net
      loan charge-offsCommercial
                  
                  $
                  80
                  
                  
                  $
                  197
                  
                  
                  $
                  1,398
                  
                  
                  $
                  82
                  
                  
                  $
                  54Commercial
      real estate
                  
                  
                  ––
                  
                  
                  
                  ––
                  
                  
                  
                  ––
                  
                  
                  
                  ––
                  
                  
                  
                  ––Real
      estate
                  
                  
                  391
                  
                  
                  
                  297
                  
                  
                  
                  316
                  
                  
                  
                  281
                  
                  
                  
                  9Installment
                  
                  
                  394
                  
                  
                  
                  397
                  
                  
                  
                  222
                  
                  
                  
                  140
                  
                  
                  
                  403Total
      net loan charge-offs
                  
                  $
                  865
                  
                  
                  $
                  891
                  
                  
                  $
                  1,936
                  
                  
                  $
                  503
                  
                  
                  $
                  466Commercial
      Balance
                  
                  $
                  67,830
                  
                  
                  $
                  59,785
                  
                  
                  $
                  40,512
                  
                  
                  $
                  32,675
                  
                  
                  $
                  35,308Commercial
      Charge-off Percentage
                  
                  
                  0.118
                  %
                  
                  
                  0.330
                  %
                  
                  
                  3.451
                  %
                  
                  
                  0.251
                  %
                  
                  
                  0.153
                  %Commercial
      Real Estate
                  
                  $
                  72,311
                  
                  
                  $
                  74,660
                  
                  
                  $
                  92,895
                  
                  
                  $
                  97,706
                  
                  
                  $
                  83,103Commercial
      RE Charge-off Percentage
                  
                  
                  0.000
                  %
                  
                  
                  0.000
                  %
                  
                  
                  0.000
                  %
                  
                  
                  0.000
                  %
                  
                  
                  0.000
                  %Real
      Estate
                  
                  $
                  59,807
                  
                  
                  $
                  58,524
                  
                  
                  $
                  56,167
                  
                  
                  $
                  57,746
                  
                  
                  $
                  55,062Real
      Estate Charge-off Percentage
                  
                  
                  0.654
                  %
                  
                  
                  0.507
                  %
                  
                  
                  0.563
                  %
                  
                  
                  0.487
                  %
                  
                  
                  0.016
                  %Installment
                  
                  $
                  38,270
                  
                  
                  $
                  41,675
                  
                  
                  $
                  41,942
                  
                  
                  $
                  43,884
                  
                  
                  $
                  41,973Installment
      Charge-off Percentage
                  
                  
                  1.030
                  %
                  
                  
                  0.953
                  %
                  
                  
                  0.529
                  %
                  
                  
                  0.319
                  %
                  
                  
                  0.960
                  %







B
            Allocation
      of the Allowance for Loan Losses





The
following table allocates the allowance for loan losses at December 31, 2008,
2007, 2006, 2005 and 2004.  Management adjusts the allowance
periodically to account for changes in national trends and economic conditions
in the Bank’s  service areas.  The allowance has been
allocated according to the amount deemed to be reasonably necessary to provide
for the probability of losses being incurred within the following categories of
loans at the dates indicated:





2008
                    
                    
                    2007
                    
                    
                    2006
                    
                    
                    2005
                    
                    
                    2004Allowance
                      Amount
                    
                    
                    % of Loans
                      to Total
                      Loans
                    
                    
                    Allowance
                      Amount
                    
                    
                    % of Loans
                      to Total
                      Loans
                    
                    
                    Allowance
                      Amount
                    
                    
                    % of Loans
                      to Total
                      Loans
                    
                    
                    Allowance
                      Amount
                    
                    
                    % of Loans
                      to Total
                      Loans
                    
                    
                    Allowance
                      Amount
                    
                    
                    % of Loans
                      to Total
                      Loans(In thousands)Loan
      typeCommercial
                    
                    $
                    1,236
                    
                    
                    
                    28.47
                    %
                    
                    $
                    765
                    
                    
                    
                    25.48
                    %
                    
                    $
                    636
                    
                    
                    
                    17.50
                    %
                    
                    $
                    1,092
                    
                    
                    
                    14.09
                    %
                    
                    $
                    530
                    
                    
                    
                    16.39
                    %Commercial
      real estate
                    
                    
                    1,141
                    
                    
                    
                    30.35
                    %
                    
                    
                    974
                    
                    
                    
                    31.82
                    %
                    
                    
                    777
                    
                    
                    
                    40.12
                    %
                    
                    
                    502
                    
                    
                    
                    42.11
                    %
                    
                    
                    1,136
                    
                    
                    
                    38.57
                    %Real
      estate
                    
                    
                    153
                    
                    
                    
                    25.11
                    %
                    
                    
                    117
                    
                    
                    
                    24.94
                    %
                    
                    
                    138
                    
                    
                    
                    24.26
                    %
                    
                    
                    310
                    
                    
                    
                    24.89
                    %
                    
                    
                    313
                    
                    
                    
                    25.56
                    %Installment
                    
                    
                    176
                    
                    
                    
                    16.07
                    %
                    
                    
                    243
                    
                    
                    
                    17.76
                    %
                    
                    
                    442
                    
                    
                    
                    18.12
                    %
                    
                    
                    739
                    
                    
                    
                    18.91
                    %
                    
                    
                    532
                    
                    
                    
                    19.48
                    %Unallocated
                    
                    
                    64
                    
                    
                    
                    N/A
                    
                    
                    
                    348
                    
                    
                    
                    N/A
                    
                    
                    
                    352
                    
                    
                    
                    N/A
                    
                    
                    
                    261
                    
                    
                    
                    N/A
                    
                    
                    
                    484
                    
                    
                    
                    N/ATotal
                    
                    $
                    2,770
                    
                    
                    
                    100.00
                    %
                    
                    $
                    2,447
                    
                    
                    
                    100.00
                    %
                    
                    $
                    2,345
                    
                    
                    
                    100.00
                    %
                    
                    $
                    2,904
                    
                    
                    
                    100.00
                    %
                    
                    $
                    2,995
                    
                    
                    
                    100.00
                    %




V
            Deposits





A
            Schedule
      of Average Deposit Amounts and
Rates





Refer
      to Management’s Discussion and Analysis and Results of Operations “Average
      Balances, Net Interest Income and Yields Earned and Rates Paid” set forth
      in our 2008 Annual Report and incorporated herein by
      reference.




B
            Maturity
      analysis of time deposits greater than
$100,000.





The time
to remaining maturity for time deposits in excess of $100,000 are:





2008(In
      thousands)Three
      months or less
                    
                    $
                    11,504Over
      three through six months
                    
                    
                    3,893Over
      six through twelve months
                    
                    
                    6,406Over
      twelve months
                    
                    
                    24,788Total
                    
                    $
                    46,591








VI
            Return
      on Equity and Assets





Our
dividend payout ratio and equity to assets ratio were as
follows:





December 31,2008
                  
                  
                  2007Dividend
      Payout Ratio
                  
                  
                  65.85
                  %
                  
                  
                  91.23
                  %Equity
      to Assets
                  
                  
                  7.67
                  %
                  
                  
                  7.51
                  %




For other
ratios refer to the inside front cover of our 2008 Annual Report to
Shareholders, incorporated herein by reference.





VII
            Short-Term
      Borrowings





Information
concerning securities sold under agreements to repurchase is summarized as
follows:





2008
                    
                    
                    2007(Dollars in thousands)Balance
      at December 31,
                    
                    $
                    6,759
                    
                    
                    $
                    10,942Weighted
      average interest rate at December 31
                    
                    
                    1.45
                    %
                    
                    
                    3.77
                    %Average
      daily balance during the year
                    
                    $
                    9,063
                    
                    
                    $
                    11,864Average
      interest rate during the year
                    
                    
                    1.60
                    %
                    
                    
                    4.47
                    %Maximum
      month-end balance during the year
                    
                    $
                    11,981
                    
                    
                    $
                    14,967





Securities
sold under agreements to repurchase are financing arrangements whereby the
Company sells securities and agrees to repurchase the identical securities at
the maturities of the agreements at specified prices.





Information
concerning the cash management line of credit from the Federal Home Loan Bank of
Cincinnati, Ohio is summarized as follows:





2008
                    
                    
                    2007(Dollars in thousands)Balance
      at December 31,
                    
                    $
                    ––
                    
                    
                    $
                    34,500Weighted
      average interest rate at December 31
                    
                    
                    3.51
                    %
                    
                    
                    4.74
                    %Average
      daily balance during the year
                    
                    $
                    20,115
                    
                    
                    $
                    11,360Average
      interest rate during the year
                    
                    
                    2.37
                    %
                    
                    
                    4.39
                    %Maximum
      month-end balance during the year
                    
                    $
                    42,000
                    
                    
                    $
                    34,500





No other
individual component of borrowed funds comprised more than 30% of shareholders’
equity and accordingly is not disclosed in detail.





Supplemental Item -
Executive Officers of the Registrant





Pursuant
to General Instruction G(3) of Form 10-K, the following information on the
executive officers of the Company is included as an additional item in Part
I:


Executive Officers Positions held with
      Company;Name
                  Age
                  Business ExperienceJames W. Everson
                  70
                  Chairman,
      President and Chief Executive OfficerScott Everson
                  41
                  Senior
      Vice President and Chief Operating OfficerRandall M. Greenwood
                  45
                  Senior
      Vice President, Chief Financial Officer, Secretary
    /TreasurerTimothy L. Kelley
                  52
                  Vice
      President – Chief Commercial Banking OfficerElmer K. Leeper
                  42
                  Vice
      President – Chief Retail Banking OffierJames A. Lodes
                  63
                  Vice
      President – Chief Lending OfficerMichael A. Lloyd
                  40
                  Vice
      President – Chief Information
Officer
 
 Each
individual has held the position noted during the past five years, except for
the following:
 
 Timothy
      L. Kelley
              52
              Vice
      President –Chief Commercial BankingElmer
      K. Leeper
              42
              Vice
      President—Chief Retail Banking





Each of
these Executive Officers are serving at-will in their current
positions.  The Officers have held the positions for the following
time periods: James W. Everson, 26 years,  Scott A. Everson , 7 years,
James A. Lodes, 13 years, Michael Lloyd, 6 years and Randall M. Greenwood, 11
years.





Item
1A. Risk Factors





Smaller
Reporting Companies are not required to provide this disclosure.





Item
1B. Unresolved Staff Comments





None.





Item
      2
            Properties





The
Company owns and operates its Main Office and stand alone operations center in
Martins Ferry, Ohio and the following offices:





Location
                        
                        Owned or Leased
                        
                        Location
                        
                        Owned or LeasedBridgeport, Ohio
                        
                        Owned
                        
                        Sherrodsville, Ohio
                        
                        OwnedColerain, Ohio
                        
                        Owned
                        
                        Glouster, Ohio
                        
                        OwnedJewett, Ohio
                        
                        Owned
                        
                        Glouster, Ohio
                        
                        OwnedSt. Clairsville, Ohio
                        
                        Leased
                        
                        Amesville, Ohio
                        
                        OwnedDover, Ohio
                        
                        Owned
                        
                        Nelsonville, Ohio
                        
                        OwnedDellroy, Ohio
                        
                        Owned
                        
                        Lancaster, Ohio
                        
                        OwnedNew Philadelphia, Ohio
                        
                        Owned
                        
                        Lancaster, Ohio
                        
                        OwnedStrasburg, Ohio
                        
                        Owned
                        
                        Lancaster, Ohio
                        
                        OwnedTiltonsville, Ohio
                        
                        LeasedDillonvale, Ohio
                        
                        LeasedSt. Clairsville, Ohio
                        
                        Owned





Management
believes the properties described above to be in good operating condition for
the purpose for which they are used.  The properties are unencumbered
by any mortgage or security interest and are, in management’s opinion,
adequately insured.





Item
      3
            Legal
      Proceedings





There are
no material legal proceedings, other than ordinary routine litigation incidental
to its business, to which the Company or its subsidiary is a party or to which
any of its property is subject.





Item
      4
            Submission
      of Matters to a Vote of Security
Holders





No
matters were submitted to shareholders for a vote during the fourth quarter of
2008.





PART
II





Item
5 Market
for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases
of Equity Securities





Refer to
Page 7, “Shareholder Information” of the 2008 Annual Report To Shareholders and
refer to Page 37, Note 1 of the Notes to the Consolidated Financial Statements
of the Company in the 2008 Annual Report To Shareholders for common stock
trading ranges, cash dividends declared and information relating to dividend
restrictions, which are incorporated herein by reference.





Unregistered
Sales of Equity Securities and Use of Proceeds





ISSUER
PURCHASES OF EQUITY SECURITIES





Period
                              
                              (a)
                                Total Number of
                                Shares (or Units)
                                Purchased
                              
                              
                              (b)
                                Average Price Paid
                                per Share (or Unit)
                              
                              
                              (c)
                                Total Number of
                                Shares (or Units)
                                Purchased as Part
                                of Publicly
                                Announced Plans
                                or Programs
                              
                              
                              (d)
                                Maximum Number (or
                                Approximate Dollar
                                Value) of Shares (or
                                Units) that May Yet Be
                                Purchased Under the
                                Plans or ProgramsMonth
      #l
                                10/1/2008
      to
                                10/31/2008
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Month
      #2
                                11/1/2008
      to
                                11/30/2008
                              
                              
                              403
                              
                              
                              $
                              9.01
                              
                              
                              
                              403
                              
                              
                              $
                              1,996,369Month
      #3
                                12/1/2008
      to
                                12/31/2008
                              
                              
                              18,574
                              
                              
                              $
                              9.27
                              
                              
                              
                              18,574
                              
                              
                              $
                              1,824,188Total
                              
                              
                              18,977
                              
                              
                              $
                              9.10
                              
                              
                              
                              18,977
                              
                              
                              $
                              1,824,188





United
Bancorp purchased these shares under a stock purchase program publicly announced
by a press release issued on November 18, 2008, under which its Board of
Directors authorized management to cause the Company to purchase up to $2
million of its common shares over a two-year period.  Such
authorization will expire on November  18, 2010.   The
program effectively constitutes a renewal of the Company’s stock purchase
program that was set to expire on November 21, 2008.





Item
      6
            Selected
      Consolidated Financial Data





Refer to
inside front cover, “Decade of Progress” of the 2008 Annual Report To
Shareholders, which is incorporated herein by reference.





Item
      7
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations





Refer to
Pages 12-25, “Management’s Discussion and Analysis” of the 2008 Annual Report To
Shareholders.





Critical
Accounting Policy





The
consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America and follow general
practices within the financial services industry.  The application of
these principles requires management to make certain estimates, assumptions and
judgements that affect the amounts reported in the financial statements and
footnotes.  These estimates, assumptions and judgements are based on
information available as of the date of the financial statements, and as this
information changes, the financial statements could reflect different estimates,
assumptions, and judgements.





The
procedures for assessing the adequacy of the allowance for loan losses reflect
our evaluations of credit risk after careful consideration of all information
available to management.  In developing this assessment, management
must rely on estimates and exercise judgement regarding matters where the
ultimate outcome is unknown such as economic factors, development affecting
companies in specific industries and issues with respect to single
borrowers.  Depending on changes in circumstances, future assessments
of credit risk may yield materially different results, which may require an
increase or a decrease in the allowance for loan losses.





The
allowance is regularly reviewed by management to determine whether the amount is
considered adequate to absorb probable losses.  This evaluation
includes specific loss estimates on certain individually reviewed
loans,





statistical
losses, estimates for loan pools that are based on historical loss experience,
and general loss estimates that are based on the size, quality and concentration
characteristics of the various loan portfolios, adverse situations that may
affect a borrower’s ability to repay, and current economic and industry
conditions.  Also considered as part of that judgement is a review of
the Bank’s trends in delinquencies and loan losses, and economic
factors.





The
allowance for loan losses is maintained at a level believed adequate by
management to absorb probable losses inherent in the loan
portfolio.  Management’s evaluation of the adequacy of the allowance
is an estimate based on management’s current judgement about the credit quality
of the loan portfolio.  While the Company strives to reflect all known
risk factors in its evaluation, judgement errors may occur.





Item 7A
            Quantitative
      and Qualitative Disclosures About Market
Risk





Refer to
Page 18-20 “Asset/Liability Management and Sensitivity to Market Risks” of the
2008 Annual Report to Shareholders, which is incorporated herein by
reference.





Item
      8
            Financial
      Statements and Supplementary Data





Refer to
the 2008 Annual Report To Shareholders, which is incorporated herein by
reference.





Item
      9
            Changes
      In and Disagreements With
Accountants





Not applicable.





Item 9A
            Controls
      and Procedures





The
Company, under the supervision, and with the participation, of its management,
including the Company's Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures as of December 31, 2008, pursuant to the
requirements of Exchange Act Rule 13a-15. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective as of December 31, 2008, in
timely alerting them to material information relating to the Company (including
its consolidated subsidiaries) required to be included in the Company's periodic
SEC filings.





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting for the Company.  Under the supervision and with
the participation of management, including our principal
executive  and principal financial officers, we conducted an
evaluation of the effectiveness of our internal control over financial reporting
based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission, as required by paragraph (c) of § 240.13a-15 of this
chapter.  Based on the evaluation under Internal Control – Integrated
Framework, management concluded that the Company’s internal control over
financial reporting was effective as of December 31, 2008.  This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s independent registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Company to
provide only management’s report in this annual report.





There was
no change in the Company's internal control over financial reporting that
occurred during the Company's fiscal quarter ended December 31, 2008 that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.





Item
      9B
            Other
      Information





None.







PART
III





Item
      10
            Directors
      and Executive Officers of the
Registrant





Information
concerning executive officers of the Company is set forth in Part I,
“Supplemental Item – Executive Officers of Registrant.”  Other
information responding to this Item 10 is included in the Registrant’s Proxy
Statement for the 2009 Annual Meeting of Shareholders and is incorporated by
reference under the captions “Proposal 1 – Election of Directors” and “Section
16(a) Beneficial Ownership Reporting Compliance”.  Information
concerning the designation of the Audit Committee and the Audit Committee
Financial Expert is included in the Registrant’s Proxy Statement for the 2009
Annual Meeting of Shareholders under the caption “Committees of the Board –
Audit Committee”, and is incorporated herein by reference.





The
Company's Board of Directors has adopted a Code of Ethics that applies to its
Principal Executive, Principal Financial, and Principal Accounting Officers. A
copy of the Company's Code of Ethics is posted and can be viewed on the
Company's internet web site at http://www.unitedbancorp.com.
In the event the Company amends or waives any provision of its Code of Ethics
which applies to its Principal Executive, Principal Financial, or Principal
Accounting Officers, and which relates to any element of the code of ethics
definition set forth in Item 406(b) of Regulation S-K, the Company shall post a
description of the nature of such amendment or waiver on its internet web site.
With respect to a waiver of any relevant provision of the code of ethics, the
Company shall also post the name of the person to whom the waiver was granted
and the date of the waiver grant.





Item
      11
            Executive
      Compensation





The
information required by this item is incorporated by reference from the section
of the Registrant’s Proxy Statement for the 2009 Annual Meeting of Shareholders
captioned “Executive Compensation and Other Information”.





Item
      12
            Security
      Ownership of Certain Beneficial Owners and Management and Related Stock
      Holder Matters





The
information contained in the Registrant’s Proxy Statement for the 2009 Annual
Meeting of Shareholders under the caption “Ownership of Voting Shares” is
incorporated herein by reference.





The
following table is a disclosure of securities authorized for issuance under
equity compensation plans:




Equity Compensation Plan
      InformationNumber of securities to be
                          issued upon exercise of
                          outstanding options, warrants
                          and rights
                        
                        
                        Weighted-average exercise
                          price of outstanding options,
                          warrants and rights
                        
                        
                        Number of securities remaining
                          available for future issuance
                          under equity compensation
                          plans (excluding securities
                          reflected in column (a))Equity
      compensation plans approved by security holders
                        
                        
                        55,529
                        
                        
                        $
                        10.34
                        
                        
                        
                        500,000Equity
      compensation plans not approved by security holdersTotal
                        
                        
                        55,529
                        
                        
                        $
                        10.34
                        
                        
                        
                        500,000




Item
      13
            Certain
      Relationships and Related
Transactions





The
information required by this item is incorporated herein by reference to the
sections in the Registrant’s Proxy Statement for the 2009 Annual Meeting of
Shareholders captioned “Director Independence and Related Party
Transactions.”





Item
      14
            Principal
      Accountant Fees and Services





The
information required by this item is incorporated by reference from
the section under the caption “Principal Accounting Firm Fees” of the
Registrant’s Proxy Statement for the 2009 Annual Meeting of
Shareholders.





PART
IV





Item
      15
            Exhibits
      and Financial Statement/Schedules





Financial Statements





(a)
            The
      following Consolidated Financial Statements and related Notes to
      Consolidated Financial Statements, together with the report of the
      Independent Registered Public Accounting Firm, appear on pages 26 through
      71 of the United Bancorp, Inc. 2008 Annual Report and are incorporated
      herein by reference.





Consolidated
Balance Sheets


December
31, 2008 and 2007





Consolidated
Statements of Income


Years
Ended December 31, 2008 and 2007





Consolidated
Statements of Stockholders’ Equity


Years
Ended December 31, 2008 and 2007





Consolidated
Statements of Cash Flows


Years
Ended December 31, 2008 and 2007





Notes to
Consolidated Financial Statements


December
31, 2008 and 2007





Reports
of Independent Registered Public Accounting Firms





EXHIBITS





Exhibit Number
            
            Exhibit Description2
            
            Purchase
      and Assumption Agreement dated September 18, 2008 (7)3.1
            
            Amended
      Articles of Incorporation (1)3.2
            
            Amended
      Code of Regulations (2)10.1
            
            James
      W. Everson Change in Control Agreement (3)10.2
            
            Randall
      M. Greenwood Change in Control agreement (3)10.3
            
            Scott
      A. Everson Change in Control Agreement (3)10.5
            
            James
      A. Lodes Change in Control Agreement (3)10.6
            
            Michael
      A. Lloyd Change in Control Agreement (3)10.7
            
            United
      Bancorp, Inc. Stock Option Plan (4)10.8
            
            United
      Bancorp, Inc. and Subsidiaries Director Supplemental Life Insurance Plan,
      covering Messrs. Hoopingarner, McGehee, Riesbeck and Thomas.
      (5)10.9
            
            United
      Bancorp, Inc. and Subsidiaries Senior Executive Supplemental Life
      Insurance Plan, covering James W. Everson, Scott A. Everson, Randall M.
      Greenwood, Michael A. Lloyd and James A. Lodes. (5)10.10
            
            United
      Bancorp, Inc. and United Bancorp, Inc. Affiliate Banks Directors Deferred
      Compensation Plan. (5)10.11
            
            Amended
      and Restated Trust Agreement among United Bancorp, Inc. as Depository,
      Wilmington Trust Company, as Property Trustee, Wilmington Trust Company,
      as Delaware Trustee, and Administrative Trustees, dated as of November 17,
      2005. (6)









10.12
            
            Junior
      Subordinated Indenture between United Bancorp, Inc. and Wilmington Trust
      Company, as Trustee, dated as of November 17, 2005. (6)10.13
            
            Guaranty
      Agreement between United Bancorp, Inc., as Guarantor, and Wilmington Trust
      Company, as Guarantee Trustee, dated as of November 17, 2005.
      (6)10.14
            
            United
      Bancorp, Inc. 2008 Stock Incentive Plan (8)13
            
            2008
      Annual Report21
            
            Subsidiaries
      of the Registrant (5)23.1
            
            Consent
      of BKD, LLP31.1
            
            Rule
      13a-14(a) Certification – CEO31.2
            
            Rule
      13a-14(a) Certification – CFO32.1
            
            Section
      1350 Certification – CEO32.2
            
            Section
      1350 Certification – CFO





(1)
            Incorporated
      by reference to Appendix B to the registrant’s Definitive Proxy Statement
      filed with the Securities and Exchange Commission on March 14,
      2001.





(2)
            Incorporated
      by reference to Appendix C to the registrant’s Definitive Proxy Statement
      filed with the Securities and Exchange Commission on March 14,
      2001.





(3)
            Incorporated
      by reference to the registrant’s 10-K filed with the Securities and
      Exchange Commission on March 27,
2003.





(4)
            Incorporated
      by reference to Exhibit A to the registrant’s Definitive Proxy Statement
      filed with the Securities and Exchange Commission on March 11,
      1996.





(5)
            Incorporated
      by reference to the registrant’s 10-K filed with the Securities and
      Exchange Commission on March 29,
2004.





(6)
              Incorporated
      by reference to the registrant’s 10-K filed with the Securities and
      Exchanges Commission on March 30,
2006.





(7)
              Incorporated
      by reference to the registrant’s 8-K filed with the Securities and
      Exchange Commission on September 24,
2008.





(8)
              Incorporated
      by reference to the registrant’s 8-K filed with the Securities and
      Exchange Commission on April 22,
2008.





United
Bancorp Inc.


Signatures





Pursuant
to the requirements of Section 13 or 15(d) 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.





(Registrant)
United Bancorp, Inc.


By:
                /s/JamesW.Everson
                
                March 27, 2009James W. Everson, Chairman, President & CEO
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
 
 By:
                /s/James W. Everson
                
                March 27, 2009James W. Everson, Chairman, President & CEOBy:
                /s/Randall M. Greenwood
                
                March 27, 2009Randall M. Greenwood, Senior Vice President & CFOBy:
                /s/Michael J. Arciello
                
                March 27, 2009Michael J. Arciello, DirectorBy:
                /s/Terry A. McGhee
                
                March 27, 2009Terry A. McGhee, DirectorBy:
                /s/John M. Hoopingarner
                
                March 27, 2009John M. Hoopingarner, DirectorBy:
                /s/Richard L. Riesbeck
                
                March 27, 2009Richard L. Riesbeck, DirectorBy:
                /s/Samual J. Jones
                
                March 27, 2009Samual J. Jones , DirectorBy:
                /s/Matthew C. Thomas
                
                March 27, 2009Matthew C. Thomas, Director


United
Bancorp Inc.
 Exhibit
Index


Exhibit Number
            
            Exhibit Description2
            
            Purchase
      and Assumption Agreement dated September 18, 2008 (7)3.1
            
            Amended
      Articles of Incorporation (1)3.2
            
            Amended
      Code of Regulations (2)10.1
            
            James
      W. Everson Change in Control Agreement (3)10.2
            
            Randall
      M. Greenwood Change in Control agreement (3)10.3
            
            Scott
      A. Everson Change in Control Agreement (3)10.5
            
            James
      A. Lodes Change in Control Agreement (3)10.6
            
            Michael
      A. Lloyd Change in Control Agreement (3)10.7
            
            United
      Bancorp, Inc. Stock Option Plan (4)10.8
            
            United
      Bancorp, Inc. and Subsidiaries Director Supplemental Life Insurance Plan,
      covering Messrs. Hoopingarner, McGehee, Riesbeck and Thomas.
      (5)10.9
            
            United
      Bancorp, Inc. and Subsidiaries Senior Executive Supplemental Life
      Insurance Plan, covering James W. Everson, Scott A. Everson, Randall M.
      Greenwood, Michael A. Lloyd and James A. Lodes. (5)10.10
            
            United
      Bancorp, Inc. and United Bancorp, Inc. Affiliate Banks Directors Deferred
      Compensation Plan. (5)10.11
            
            Amended
      and Restated Trust Agreement among United Bancorp, Inc. as Depository,
      Wilmington Trust Company, as Property Trustee, Wilmington Trust Company,
      as Delaware Trustee, and Administrative Trustees, dated as of November 17,
      2005. (6)10.12
            
            Junior
      Subordinated Indenture between United Bancorp, Inc. and Wilmington Trust
      Company, as Trustee, dated as of November 17, 2005. (6)10.13
            
            Guaranty
      Agreement between United Bancorp, Inc., as Guarantor, and Wilmington Trust
      Company, as Guarantee Trustee, dated as of November 17, 2005.
      (6)10.14
            
            United
      Bancorp, Inc. 2008 Stock Incentive Plan (8)13
            
            2008
      Annual Report21
            
            Subsidiaries
      of the Registrant (5)23.1
            
            Consent
      of BKD, LLP31.1
            
            Rule
      13a-14(a) Certification – CEO31.2
            
            Rule
      13a-14(a) Certification – CFO32.1
            
            Section
      1350 Certification – CEO32.2
            
            Section
      1350 Certification – CFO










(1)
            Incorporated
      by reference to Appendix B to the registrant’s Definitive Proxy Statement
      filed with the Securities and Exchange Commission on March 14,
      2001.





(2)
            Incorporated
      by reference to Appendix C to the registrant’s Definitive Proxy Statement
      filed with the Securities and Exchange Commission on March 14,
      2001.





(3)
            Incorporated
      by reference to the registrant’s 10-K filed with the Securities and
      Exchange Commission on March 27,
2003.





(4)
            Incorporated
      by reference to Exhibit A to the registrant’s Definitive Proxy Statement
      filed with the Securities and Exchange Commission on March 11,
      1996.





(5)
            Incorporated
      by reference to the registrant’s 10-K filed with the Securities and
      Exchange Commission
      on        March 29,
      2004.





(6)
            Incorporated
      by reference to the registrant’s 10-K filed with the Securities and
      Exchanges Commission on March 30,
2006.





(7)
            Incorporated
      by reference to the registrant’s 8-K filed with the Securities and
      Exchange Commission on September 24,
2008.





(8)
            Incorporated
      by reference to the registrant’s 8-K filed with the Securities and
      Exchange Commission on April 22,
2008.