<PAGE>
     
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
    EXCHANGE ACT of 1934

    For the Quarterly Period Ended September 30, 1997

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

    For the transition period from             to             .
                                  -------------  -------------

                         Commission File No. 1-13652
                      First West Virginia Bancorp, Inc.
            -----------------------------------------------------
            (Exact name of registrant as specified in its charter)

    West Virginia                                             55-6051901 
------------------------------------------------------------------------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)
 
                             1701 Warwood Avenue
                        Wheeling, West Virginia  26003
------------------------------------------------------------------------------
                   (Address of principal executive offices)

Registrant's telephone number, including area code: (304) 277-1100
                                                    ----------------

                                     N/A
------------------------------------------------------------------------------
             (Former name, former address and former fiscal year,
                        if changed since last report)



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

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  [ ] Yes [ ] No [X] N/A

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practible date.

The number of shares outstanding of the issuer's common stock as of 
November 4, 1997:

Common Stock, $5.00 Par Value, shares outstanding    1,209,085 shares
----------------------------------------------------------------------------

 
<PAGE>
                      FIRST WEST VIRGINIA BANCORP, INC.
                                    PART I
                            FINANCIAL INFORMATION

                                       2

<PAGE>
 
              First West Virginia Bancorp Inc. and Subsidiaries
                        CONSOLIDATED  BALANCE  SHEETS
<TABLE>
<CAPTION>
                                                               September 30,      December 31,     September 30,
                                                                   1997              1996              1996
                                                              --------------    --------------    --------------
              ASSETS                                                                                              
<S>                                                           <C>               <C>              <C>   
Cash and Due From Banks                                       $    4,498,189    $    4,589,502   $     5,262,975
Due From Banks-interest bearing                                       88,112            81,558         1,058,330
                                                              --------------    --------------    --------------
     Total cash and cash equivalents                               4,586,301         4,671,060         6,321,305
Federal Funds Sold                                                 4,374,000         5,461,000         1,636,000
Investment Securities                                                                                             
   Available for Sale (at market value)                           47,933,408        44,875,887        46,281,258
   Held to Maturity - (market value of                                                                           
   $4,777,946 at September 30, 1997;                                                                          
   $5,587,466 at December 31, 1996;                                                                           
   and $ 5,576,246 at September 30, 1996)                          4,719,493         5,564,302         5,576,457
Loans, net of unearned income                                     91,476,574        80,416,680        76,819,205
Less allowance for possible loan losses                           (1,197,027)       (1,160,302)       (1,182,238)
                                                              --------------    --------------    --------------
     Net loans                                                    90,279,547        79,256,378        75,636,967
Premises and equipment, net                                        3,105,589         3,249,425         3,314,612
Accrued income receivable                                          1,276,644           948,026         1,170,138
Other assets                                                         650,803           511,536           601,687
Intangible assets                                                      5,060             8,096            12,713
                                                              --------------    --------------    --------------
     Total assets                                             $  156,930,845    $  144,545,710    $  140,551,137
                                                               ==============   ==============    ==============
                                                                                                                  
           LIABILITIES                                                                                            
Noninterest bearing deposits:                                                                                     
     Demand                                                   $   14,384,482   $    12,359,041   $    12,001,582
Interest bearing deposits:                                                                                         
     Demand                                                       23,022,897        23,560,313        24,754,656
     Savings                                                      43,892,293        38,219,101        38,384,091
     Time                                                         56,450,631        51,132,614        48,026,846
                                                              --------------    --------------    --------------
     Total deposits                                              137,750,303       125,271,069       123,167,175
                                                              --------------    --------------    --------------
Repurchase agreements                                              4,494,987         5,930,691         4,452,047
Accrued interest on deposits                                         419,828           385,289           319,854
Other liabilities                                                    469,646           309,383           321,663
                                                              --------------    --------------    --------------
     Total liabilities                                           143,134,764       131,896,432       128,260,739
                                                              --------------    --------------    --------------
       STOCKHOLDERS' EQUITY                                                                                       
Common Stock - 2,000,000 shares authorized at                                                                     
  $5 par value 1,209,085 shares issued at September 30, 1997, 
  806,107 shares issued at December 31, 1996, and                                                                
  775,268 shares issued at September 30, 1996                      6,045,425         4,030,535         3,876,340
Surplus                                                            3,764,000         3,764,000         3,166,340
Retained Earnings                                                  3,890,518         4,935,303         5,409,335
Net Unrealized Gain (Loss) on securities available for sale           96,138           (80,560)         (161,617)
                                                              --------------    --------------    --------------
     Total stockholders' equity                                   13,796,081        12,649,278        12,290,398
                                                              --------------    --------------    --------------
     Total liabilities and stockholders' equity               $  156,930,845    $  144,545,710    $  140,551,137
                                                              ==============    ==============    ==============

</TABLE>
                                       
The accompanying notes are an integral part of the financial statements
                                       

                                       3
<PAGE>
 
               First West Virginia Bancorp Inc. and Subsidiaries
                     CONSOLIDATED  STATEMENTS  OF  INCOME

<TABLE>
<CAPTION>

                                                                                                                   
                                                        Three Months Ended               Nine Months Ended          
                                                           September 30,                   September 30,     
                                                       1997           1996             1997            1996    
                                                    ----------      ----------       ----------       ----------
                                                           (Unaudited)                      (Unaudited)       
INTEREST INCOME                                                                                                   
<S>                                                 <C>             <C>              <C>              <C>
Interest and fees on loans and lease financing:                                                                   
   Taxable                                          $2,019,749      $1,704,911       $5,682,446       $4,955,222
   Tax-exempt                                           35,099          27,242           88,472           78,289
Investment securities:                                                                                          
   Taxable                                             749,512         662,236        2,210,926        1,891,269
   Tax-exempt                                           63,831          63,384          200,798          180,650
Dividends                                                6,109           5,203           16,654           15,135 
Interest on deposits in banks                            3,564          26,246           27,793           74,484
Interest on federal funds sold                          76,858          66,998          271,137          207,003
                                                    ----------      ----------       ----------       ----------
       Total interest income                         2,954,722       2,556,220        8,498,226        7,402,052
INTEREST EXPENSE                                                                                                
Deposits                                             1,185,351         951,633        3,331,075        2,789,668
Other borrowings                                        38,834          42,069          142,431           78,799
                                                    ----------      ----------       ----------       ----------
       Total interest expense                        1,224,185         993,702        3,473,506        2,868,467
                                                    ----------      ----------       ----------       ----------
       Net interest income                           1,730,537       1,562,518        5,024,720        4,533,585
PROVISION FOR POSSIBLE LOAN LOSSES                      34,500          16,800           96,000           45,600
                                                    ----------      ----------       ----------       ----------
       Net interest income after provision                                                                      
       for possible loan losses                      1,696,037       1,545,718        4,928,720        4,487,985
NONINTEREST INCOME                                                                                              
Service charges                                        108,016          97,511          304,057          270,933
Securities gains (losses)                                   --              --              --              (711)
Other operating income                                  54,132          47,927          173,810          145,363
                                                    ----------      ----------       ----------       ----------
       Total noninterest income                        162,148         145,438          477,867          415,585
NONINTEREST EXPENSES                                                                                            
Salary and employee benefits                           569,043         535,426        1,711,545        1,573,827
Net occupancy and equipment expenses                   212,594         204,627          613,460          625,115
Other operating expenses                               324,239         294,780          905,193          884,179
                                                    ----------      ----------       ----------       ----------
       Total noninterest expense                     1,105,876       1,034,833        3,230,198        3,083,121
                                                    ----------      ----------       ----------       ----------
                                                                                                                
       Income before income taxes                      752,309         656,323        2,176,389        1,820,449
                                                    ----------      ----------       ----------       ----------
INCOME TAXES                                           249,632         221,277          722,620          605,765
                                                    ----------      ----------       ----------       ----------
       Net income                                   $  502,677      $  435,046       $1,453,769       $1,214,684
                                                    ==========      ==========       ==========       ==========
WEIGHTED AVERAGE SHARES OUTSTANDING                  1,209,085       1,209,085        1,209,085        1,209,085
                                                    ==========      ==========       ==========       ==========
EARNINGS PER COMMON SHARE *                         $     0.42      $     0.36       $     1.20       $     1.01
                                                    ==========      ==========       ==========       ========== 

</TABLE>
[FN]
*    Restated to reflect a 3 for 2 stock split effected in the form of a 50%
common stock dividend, payable October 27, 1997 to shareholders of record 
October 1, 1997.
 
The accompanying notes are an integral part of the financial statements

                                       4
<PAGE>
 
               First West Virginia Bancorp Inc. and Subsidiaries
        CONSOLIDATED  STATEMENTS  OF CHANGES  IN  STOCKHOLDERS'  EQUITY

<TABLE>
<CAPTION>
                                                                                          Net Unrealized
                                                                                          Gain (Loss) on
                                                                                            Securities
                                           Common                           Retained        Available      
                                           Stock           Surplus          Earnings         for Sale          Total
                                        ------------     ------------     ------------     ------------     ------------
                                                                                            
<S>                                     <C>              <C>              <C>              <C>              <C>
Balance, December 31, 1996              $  4,030,535     $  3,764,000     $  4,935,303     $    (80,560)    $ 12,649,278
Net income for the nine months                                                                                
   ended September 30, 1997                       --                -        1,453,769                -        1,453,769
Cash dividend                                                                                                 
   ($ .40 per share)                              --                -         (483,664)               -         (483,664)
50% Common Stock Dividend                  2,014,890                -       (2,014,890)               -                -
Change in fair value of securities                                                                            
    available for sale,                                                                                       
    net of deferred tax                            -                -                -          176,698          176,698 
                                        ------------     ------------     ------------     ------------     ------------
Balance, September 30, 1997 (Unaudited) $  6,045,425     $  3,764,000     $  3,890,518     $     96,138     $ 13,796,081
                                        ============     ============     ============     ============     ============
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
Balance, December 31, 1995              $  3,876,340     $  3,166,340     $  4,621,049     $     45,478     $ 11,709,207
Net income for the nine months                                                                            
   ended September 30, 1996                        -                -        1,214,684                -        1,214,684
Cash dividend                                                                                             
   ($ .35 per share)                               -                -         (426,398)               -         (426,398)
Change in fair value of securities                                                                        
    available for sale,                                                                                   
    net of deferred tax                            -                -                -         (207,095)        (207,095)
                                        ------------     ------------     ------------     ------------     ------------
Balance, September 30, 1996 (Unaudited) $  3,876,340     $  3,166,340     $  5,409,335     $   (161,617)    $ 12,290,398
                                        ============     ============     ============     ============     ============

</TABLE>
The accompanying notes are an integral part of the financial statements

                                       5
<PAGE>
 
               First West Virginia Bancorp Inc. and Subsidiaries
                    CONSOLIDATED  STATEMENTS  OF CASH FLOWS
<TABLE>
<CAPTION>
                                                           Nine Months Ended September 30,
                                                              1997                1996
                                                          -------------       -------------
                                                           (Unaudited)         (Unaudited)
                                                                                                        
OPERATING ACTIVITIES                                                       
<S>                                                       <C>                 <C> 
Net Income                                                $   1,453,769       $   1,214,684
Adjustments to reconcile net income to net cash                                         
   provided by operating activities:                                                    
   Provision for loan losses                                     96,000              45,600
   Depreciation and amortization                               
                                                                276,002             292,576
   Amortization of investment securities, net                   (33,855)             (2,661)
   Investment security losses (gains)                                 -                 711 
   Decrease (increase) in interest receivable                  (328,618)           (246,815)
   Increase (decrease) in interest payable                       34,539               5,247
     Other, net                                                 (80,803)             47,493 
                                                          -------------       -------------
       Net cash provided by operating activities              1,417,034           1,356,835
                                                          -------------       -------------
INVESTING ACTIVITIES                                                                    
Net (increase) decrease in federal funds sold                 1,087,000             642,000 
Net (increase) decrease in loans, net of charge offs        (11,130,037)         (4,848,489)
Proceeds from sales of securities available for sale                  -           1,250,156
Proceeds from maturities of securities available for sale    10,250,000          11,925,000
Proceeds from maturities of securities held to maturity       2,000,000             225,000
Principal collected on mortgage-backed securities               620,678             304,470
Purchases of securities available for sale                  (13,607,139)        (19,083,582)
Purchases of securities held to maturity                     (1,163,900)           (806,587)
Recoveries on loans previously charged-off                       10,868              23,505
Purchases of premises and equipment                            (129,130)           (477,314)
                                                          -------------       -------------
       Net cash used by investing activities                (12,061,660)        (10,845,841)
                                                          -------------       -------------
FINANCING ACTIVITIES                                                                    
Net increase (decrease) in deposits                          12,479,235           8,272,021
Dividends paid                                                 (483,664)           (426,397)
Increase (decrease) in short term borrowings                 (1,435,704)          3,702,823
                                                          -------------       -------------
       Net cash provided by financing activities          $  10,559,867       $  11,548,447
                                                          -------------       -------------
INCREASE (DECREASE) IN CASH AND                                                         
  CASH EQUIVALENTS                                              (84,759)          2,059,441 
CASH AND CASH EQUIVALENTS            
  AT BEGINNING OF YEAR                                        4,671,060           4,261,864
                                                          -------------       -------------
CASH AND CASH EQUIVALENTS                                                               
  AT END OF PERIOD                                        $   4,586,301       $   6,321,305
                                                          =============       =============
</TABLE>
 
The accompanying notes are an integral part of the financial statements

                                       6
<PAGE>
 
               First West Virginia Bancorp, Inc. and Subsidiaries
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        September 30, 1997 AND 1996



1.  The accompanying financial statements are unaudited.  However in the
opinion of management, they contain the adjustments ( all of which are normal
and recurring in nature) necessary to present fairly the financial position
and the results of operations.  The notes to the financial statements
contained in the annual report for December 31, 1996, should be read in
conjunction with these financial statements.

2.  On September 9, 1997, the corporation declared a 3 for 2 stock split in
the effect of a fifty percent (50%) common stock dividend to stockholders of
record on October 1, 1997, payable October 27, 1997.  Accordingly, the
corporation issued 402,978 shares of common stock.  The stock dividend
increased common stock and reduced retained earnings by $2,014,890.  The
average shares outstanding and per share amounts have been restated to reflect
the stock dividend.


3.  The provision for income taxes is at a rate which management believes will
approximate the effective rate for the year.

4.  Certain prior year amounts have been reclassified to conform to the 1997
presentation.

                                       7
<PAGE>
 
                     First West Virginia Bancorp, Inc.
    Management's Discussion and Analysis of the Financial Condition and
                   Results of Holding Company Operations
      ---------------------------------------------------------------

          First West Virginia Bancorp, Inc., a West Virginia corporation
headquartered in Wheeling, West Virginia commenced operations in July, 1973
and has two wholly-owned subsidiaries:  Progressive Bank, N.A., which operates
in Wheeling, Wellsburg, and Moundsville, West Virginia and Bellaire, Ohio; and
Progressive Bank, N.A.-Buckhannon which operates in Buckhannon and Weston,
West Virginia.  Following is a discussion and analysis of the significant
changes in the financial condition and results of operations of First West
Virginia Bancorp, Inc., (the Holding Company), and its subsidiaries for the
three months ended September 30, 1997 and 1996.  This discussion and analysis
should be read in conjunction with the Consolidated Financial Statements,
Notes, and tables contained in this report, as well as with the Holding
Company's 1996 financial statements, the notes thereto and the related
Management's Discussion and Analysis.

OVERVIEW
--------

          The Holding Company reported net income of $502,677, an increase of
$67,631 or 15.5%, for the three months ended September 30, 1997 as compared to
the same period during 1996.  The increase in earnings during the third
quarter of 1997 over 1996 can be primarily attributed to increased net
interest income and noninterest income, offset in part by increased operating
expenses and the provision for loan losses.  Net interest income increased
$168,019 or 10.8%, for the three months ended September 30, 1997 as compared
to the same period in 1996.  During the three month period ended September 30,
1997, net interest income increased primarily due to the increased interest
earned on the average volume of loans and investments, offset by the increased
interest paid on the average volume of time deposits.  The increase in
noninterest expenses can be attributed primarily to increased salary and
employee benefits.

          Net income for the nine months ended September 30, 1997 was
$1,453,769 compared to $1,214,684 for the same period during 1996.  The
increase in earnings for the nine months ended September 30, 1997 as compared
to the same period in 1996 was primarily due to increased net interest income
and noninterest income, offset in part by increased noninterest expenses and
the provision for loan losses.  During the nine month period ended September
30, 1997, the increase in net interest income was primarily due to the
increased interest earned on the average volume of loans and investment
securities, offset in part by the increase in the interest paid on the average
volume of time deposits.  The increase in noninterest expenses can be
primarily attributed to increased salary and employee benefits.

          Earnings per share were $.42 in the third quarter of 1997, an
increase of 16.7% over the $.36 earned during the third quarter of 1996.  For
the first nine months of 1997, earnings per share were $1.20, an increase of
18.8%, as compared to $1.01 earned during the same period during 1996.

          Return on average assets (ROA) measures the effectiveness of asset
utilization to produce net income.  ROA increased during the three month
period ended September 30, 1997 to 1.29%, up from 1.24% in 1996.  For the nine
months ended September 30, 1997 and 1996, the ROA was 1.28% and 1.20%,
respectively.  Return on average equity (ROE) measures the return on the
stockholders' investment.  The Holding Company's ROE was 14.69% for the three
months ended September 30, 1997 and 14.38% at September 30, 1996.  For the
nine months ended September 30, 1997 compared to September 30, 1996, ROE was
14.81% and 13.67%, respectively.

          Table One is a summary of Selected Financial Data of the Holding
Company.  The sections that follow discuss in more detail the information
summarized in Table One.

                                       8
<PAGE>
                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------

Table One
SELECTED  FINANCIAL  DATA
(Unaudited, figures in thousands, except per share data)

                       First West Virginia Bancorp, Inc.
<TABLE>
<CAPTION>

                                       Three months ended        Nine months ended                 Years ended
                                         September 30,             September 30,                   December 31,
                                     ----------------------    ---------------------    ----------------------------------
                                        1997         1996         1997         1996       1996         1995         1994
                                     ---------     --------    ---------    --------    ---------    ---------    --------
                                                                                               
SUMMARY OF OPERATIONS                                                                                               
   <S>                               <C>           <C>         <C>          <C>         <C>          <C>          <C>
   Total interest income             $   2,955     $  2,556    $   8,498    $  7,402    $  10,067    $   8,937    $  7,783
   Total interest expense                1,224          993        3,474       2,868        3,925        3,421       2,868
   Net interest income                   1,731        1,563        5,024       4,534        6,142        5,516       4,915
   Provision for loan losses                35           17           96          46           71           50          77
   Total other income                      162          145          478         415          550          720         725
   Total other expenses                  1,106        1,035        3,230       3,083        4,164        3,988       3,641
   Income before income taxes              752          656        2,176       1,820        2,457        2,198       1,922
   Net income                              503          435        1,454       1,215        1,644        1,470       1,288

PER SHARE DATA (1)                                                                                              
   Net income                        $    0.42     $   0.36    $    1.20    $   1.01    $    1.36    $    1.22        1.07
   Cash dividends declared (2)            0.13         0.12         0.40        0.35         0.47         0.34        0.37
   Book value per share                  11.41        10.17        11.41       10.17        10.46         9.68        8.58

AVERAGE BALANCE SHEET SUMMARY                                                                                   
   Total loans, net                  $  88,575     $ 75,235    $  84,120    $ 73,071    $  74,469    $  66,058    $ 56,991
   Investment securities                52,824       50,002       52,641      47,836       48,557       46,020      50,282
   Deposits - Interest Bearing         123,226      109,932      119,646     107,902      112,768      100,488      95,980
   Long-term debt                           --           --           --          --           --           --          44
   Stockholders' equity                 13,583       12,038       13,128      11,874       12,186       11,170      10,253
   Total Assets                        155,139      139,862      151,860     135,513      137,810      124,145     117,996

SELECTED RATIOS
   Return on average assets              1.29%        1.24%        1.28%       1.20%        1.19%        1.18%       1.09%
   Return on average equity             14.69%       14.38%       14.81%      13.67%       13.49%       13.16%      12.56%
   Average equity to average assets      8.76%        8.61%        8.64%       8.76%        8.84%        9.00%       8.69%
   Dividend payout ratio (1) (2)        30.95%       33.33%       33.33%      34.65%       34.56%       27.87%      34.58%
   Loan to Deposit ratio                66.41%       62.37%       66.41%      62.37%       64.19%       62.67%      58.32%




BALANCE SHEET                          September 30,                    December 31,
                                   --------------------      -------------------------------
                                     1997       1996           1996        1995       1994
                                   ---------  ---------      ---------  ---------  ---------
                                                                    
   Investments                     $  52,653  $  51,858      $  50,440  $  45,996  $  45,551
   Loans                              91,477     76,819         80,417     72,006     61,667
   Other Assets                       12,801     11,874         13,689      9,953      9,445
                                   ---------  ---------      ---------  ---------  ---------
      Total Assets                 $ 156,931  $ 140,551      $ 144,546  $ 127,955  $ 116,663
                                   =========  =========      =========  =========  =========
   Deposits                        $ 137,750  $ 123,167      $ 125,271  $ 114,895  $ 105,730
   Repurchase agreements               4,495      4,452          5,931        749        105
   Other Liabilities                     890        642            695        602        460
   Shareholders' Equity               13,796     12,290         12,649     11,709     10,368
                                   ---------  ---------      ---------  ---------  ---------
      Total Liabilities and                                                        
      Shareholders' Equity         $ 156,931  $ 140,551      $ 144,546  $ 127,955  $ 116,663
                                   =========  =========      =========  =========  =========

</TABLE>
[FN]
(1)  Adjusted for the 3 for 2 stock split in the effect of a fifty (50)
     percent common stock dividend, declared September 9, 1997, payable on
     October 27, 1997 to shareholders of record as of October 1, 1997; the 4
     percent common stock dividend to stockholders of record as of December 2,
     1996; a 2 percent common stock dividend to stockholders of record as of
     December 1, 1995; and the two-for-one stock split effective April 15,
     1994.


(2)  Cash dividends and the related payout ratio are based on historical 
     results of the Holding Company and do not include cash dividends of
     acquired subsidiaries prior to the dates of consummation.

------------------------------------------------------------------------------
                                       9
<PAGE>
                        First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------
Earnings Analysis
Net Interest Income
-------------------
          The primary source of earnings for the Holding Company is net
interest income, which is the difference between interest earned on loans and
investments and interest paid on deposits and other liabilities.  Changes in
the volume and mix of earning assets and interest bearing liabilities combined
with changes in market rates of interest greatly affect net interest income. 
Tables Two and Three analyze the changes in net interest income for the three
months ended September 30, 1997 and 1996 and for the nine months ended
September 30, 1997 and 1996, respectively.

          Net interest income increased $168,019 or 10.8%, during the three
month period ended September 30, 1997 as compared to 1996.  The increase in
net interest income resulted primarily from the increased interest earned on
loans and investment securities offset in part by the increased interest paid
on time deposits. Interest and fees on loans increased $322,695 or 18.6%
during the three month period ended September 30, 1997 as compared to the same
period in 1996 due to the increase in average loan volume.  Interest and
dividend income on investment securities increased $88,629, or 12.1% for the
three months ended September 30, 1997 as compared to the same period in 1996. 
Interest expense increased $230,483 or 23.2%, during the three month period
ended September 30, 1997, as compared to the same period in 1996 primarily due
to the increase in the average volume of time deposits. 

          For the nine months ended September 30, 1997, net interest income
increased $491,135 or 10.8%, as compared to 1996.  This increase was largely
due to the increase in the interest earned on loans and investment securities
offset in part by the increase in the interest paid on time deposits. 
Comparing the nine month period ended September 30, 1997 to the same period in
1996, interest and fees on loans increased $737,407 or 14.6% primarily due to
the increase in the average loan volume.  The increase in the average volume
of investment securities also contributed to the increase in net interest
income. For the nine months ended September 30, 1997, interest and dividends
on investment securities increased $341,324 or 16.4% as compared to the same
period in 1996.  Interest expense for the nine months ended September 30, 1997
increased $605,039 or 21.1% primarily due to the increase in the average
volume of time deposits.

Provision for Possible Loan Losses
----------------------------------

          The provision for possible loan losses is an amount added to the
reserve against which loan losses are charged.  Management determines an
appropriate provision based upon its evaluation of the size and the risk
characteristics of the loan portfolio, current and anticipated economic
conditions, specific problem loans and delinquencies, loan loss experience and
other related factors.

          For the quarter ended September 30, 1997, the provision for possible
loan losses was $34,500, compared to $16,800 at September 30, 1996.  Net
charge offs were approximately $27,000 and $16,000 for the three months ended
September 30, 1997 and 1996, respectively.  For the nine months ended
September 30, 1997, the provision for loan losses was $96,000 compared to
$45,600 at September 30, 1996.  Net charge offs were approximately $59,000 and
$12,000 for the nine months ended September 30, 1997 and 1996, respectively. 
Total non-performing loans, comprised of past due 90 days or more,
renegotiated loans, non-accrual loans, and other real estate owned were
approximately $1,044,000 at September 30, 1997 and $1,238,000 at September 30,
1996.

Non-Interest Income
-------------------

          Service charges represent the major component of non-interest
income.  These charges are earned from assessments made on checking and
savings accounts. Service charges increased $10,505 or 10.8%, during the three
months ended September 30, 1997 as compared to the same period of the prior
year.  For the nine months ended September 30, 1997, service charges increased
$33,124 or 12.2% as compared to the same period in 1996.

          Sales of securities by the subsidiary banks are generally limited to
the needs established under the liquidity policies.  There were no investment
securities gains or losses during the three and nine month periods ended
September 30, 1997.  There were no securities gains or losses during the three
month period ended September 30, 1996. For the nine months ended September 30,
1996, securities losses were $711 and were attributable to the sales of
securities available for sale by a subsidiary bank.

                                       10
<PAGE>

                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------

Table Two
Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rates
and Interest Differential

The following table presents an average balance sheet, interest earned on
interest bearing assets, interest paid on interest bearing liabilities,
average interest rates and interest differentials for the three months ended
September 30, 1997 and 1996.  Average balance sheet information as of
September 30, 1997 and September 30, 1996 was compiled using the daily average
balance sheet.  Loan fees and unearned discounts were included in income for
average rate calculation purposes.  Non-accrual loans were included in the
average balance computations; however, no interest was included in income
subsequent to the non-accrual status classification.  Average rates were
annualized for the three month periods ended September 30, 1997 and 1996.

<TABLE>
<CAPTION>

                                                      For the Three                               For the Three
                                                      Months ended                                Months ended
                                                    September 30, 1997                          September 30, 1996
                                            ---------------------------------          ---------------------------------
                                             Average                  Average           Average                  Average
                                             Volume      Interest      Rate             Volume      Interest      Rate
                                            ---------   ---------     -------          ---------   ---------     -------
                                                                                                
ASSETS:                                               
<S>                                         <C>         <C>            <C>             <C>         <C>           <C>
Investment securities:                                
   U.S. Treasury and other U. S.                      
     Government agencies                    $  46,211   $     738       6.34%          $  43,657   $     644       5.87%
   Obligations of states and                          
     political subdivisions                     5,381          64       4.72%              5,010          63       5.00%
   Other securities                             1,232          18       5.80%              1,335          24       7.15%
   Interest bearing deposits                      201           3       5.92%              2,063          26       5.01%
Federal funds sold                              5,564          77       5.49%              5,057          67       5.27%
Loans, net of unearned income                  88,575       2,055       9.20%             75,235       1,732       9.16%
                                            ---------   ---------     -------          ---------   ---------     -------
   Total interest earning assets              147,164       2,955       7.97%            132,357       2,556       7.68%
                                                      
Cash and due from banks                         4,193                                      4,073
Bank premises and equipment                     3,140                                      3,365
Other assets                                    1,843                                      1,242
Allowance for possible loan losses             (1,201)                                    (1,175)
                                            ---------                                  ---------                     
   Total Assets                             $ 155,139                                  $ 139,862
                                            =========                                  =========
LIABILITIES                                           
Certificates of deposit                     $  55,893   $     757       5.37%          $  46,540   $     577       4.93%
Savings deposits                               43,779         302       2.74%             39,099         245       2.49%
Interest bearing demand deposits               23,554         126       2.12%             24,293         130       2.13%
Federal funds purchased and                           
   Repurchase agreements                        4,129          39       3.75%              4,888          42       3.42%
Long-term debt                                      -           -           -                  -           -           -
                                            ---------   ---------     -------          ---------   ---------     -------
   Total interest bearing liabilities         127,355       1,224       3.81%            114,820         994       3.44%
Demand deposits                                13,231                                     12,269
Other liabilities                                 970                                        735
                                            ---------                                  ---------                    
   Total Liabilities                          141,556                                    127,824
SHAREHOLDERS' EQUITY                           13,583                                     12,038
                                            ---------                                  ---------
   Total Liabilities                                  
      and Shareholders' Equity              $ 155,139                                  $ 139,862
                                            =========                                  =========    
Net interest revenue as a percentage of
   average earning assets                               $   1,731       4.67%                      $   1,562       4.69%
                                                        =========     =======                      =========     =======
</TABLE>
The fully taxable equivalent basis of interest income from obligations
of states and political subdivisions has been determined using a 
combined Federal and State corporate income tax rate of 40% for the 
three months ended September 30, 1997 and 1996, respectively.  The 
effect of this adjustment is presented below (in thousands).
<TABLE>
<CAPTION>
                                     
   <S>                                      <C>         <C>           <C>              <C>         <C>           <C>
   Obligations of states and
     political subdivisions:
     Investment securities                  $   5,381   $     107       7.86%          $   5,010   $     105       8.34%
     Loans                                     88,575       2,078       9.31%             75,235       1,750       9.26%
                                            =========   =========     =======          =========   =========     =======

   Total interest earning assets            $ 147,164   $   3,021       8.14%          $ 132,357   $   2,616       7.86%
                                            =========   =========     =======          =========   =========     =======
 
   Net interest revenue as a percentage
     of average earning assets                             $1,797       4.84%                      $   1,622       4.88%
                                                        =========     =======                      =========     =======

</TABLE>

                                       11
<PAGE>

 
                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------

Table Three
Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rates
and Interest Differential

The following table presents an average balance sheet, interest earned on
interest bearing assets, interest paid on interest bearing liabilities,
average interest rates and interest differentials for the nine months ended
September 30, 1997 and September 30, 1996 and the year ended December 31,
1996.  Average balance sheet information as of September 30, 1997 and
September 30, 1996 and the year ended December 31, 1996 was compiled using the
daily average balance sheet.  Loan fees and unearned discounts were included
in income for average rate calculation purposes.  Non-accrual loans were
included in the average balance computations; however, no interest was
included in income subsequent to the non-accrual status classification. 
Average rates were annualized for the nine month periods ended September 30,
1997 and 1996.

<TABLE>
<CAPTION>


                                                For the Nine                                                For the Nine 
                                                Months ended                                                Months ended
                                             September 30, 1997             December 31, 1996            September 30, 1996
                                       ----------------------------    ---------------------------   ---------------------------
                                        Average              Average   Average             Average   Average              Average
                                        Volume    Interest    Rate     Volume    Interest    Rate    Volume    Interest    Rate
                                        --------  --------   ------    --------  --------   ------   --------  --------   ------
                                                                        (expressed in thousands)
                                                                                                  
<S>                                    <C>        <C>        <C>       <C>        <C>       <C>      <C>       <C>         <C>
ASSETS:                                                                                                                    
Investment securities:                                                                                                     
 U.S. Treasury and other U.S.                                                                                             
   Government agencies                  $ 45,904  $  2,174    6.33%    $ 42,203  $  2,501    5.93%   $ 41,510  $  1,824    5.87%
 Obligations of states and                                                             
   political subdivisions                  5,551       201    4.84%       4,869       247    5.07%      4,736       181    5.11%
 Other securities                          1,186        54    6.09%       1,485       101    6.80%      1,590        82    6.89%
 Interest bearing deposits                   680        27    5.31%       1,556        81    5.21%      1,917        74    5.16%
Federal funds sold                         6,702       271    5.41%       5,590       295    5.28%      5,220       207    5.30%
Loans, net of unearned income             84,120     5,771    9.17%      74,469     6,842    9.19%     73,071     5,034    9.20%
                                        --------  --------   ------    --------  --------   ------   --------  --------   ------
 Total interest earning assets           144,143     8,498    7.88%     130,172    10,067    7.73%    128,044     7,402    7.72%
                                                                                                                       
Cash and due from banks                    4,086                          4,000                         3,997        
Bank premises and equipment                3,192                          3,313                         3,321        
Other assets                               1,623                          1,496                         1,322        
Allowance for possible loan losses        (1,184)                        (1,171)                       (1,171)       
                                        --------                       --------                      --------              
 Total Assets                           $151,860                       $137,810                      $135,513
                                        ========                       ========                      ========

LIABILITIES                                                                                            
Certificates of deposit                 $ 54,395   $ 2,149    5.28%    $ 45,579  $  2,286    5.02%   $ 44,138  $  1,647    4.98%
Savings deposits                          40,838       796    2.61%      39,594       997    2.52%     40,091       758    2.53%   
Interest bearing demand deposits          24,412       387    2.12%      23,880       515    2.16%     23,673       384    2.17%
Federal funds purchased and                                                                                             
   Repurchase agreements                   5,193       142    3.66%       3,715       127    3.42%      3,089        79    3.42%
                                        --------  --------   ------    --------  --------   ------   --------  --------   ------
 Total interest bearing liabilities      124,838     3,474    3.72%     112,768     3,925    3.48%    110,991     2,868    3.45%
Demand deposits                           12,983                         12,128                        11,943 
Other liabilities                            911                            728                           705
                                        --------                       --------                      --------
 Total Liabilities                       138,732                        125,624                       123,639
SHAREHOLDERS' EQUITY                      13,128                         12,186                        11,874
                                        --------                       --------                      --------
 Total Liabilities                                                                                     
    and Shareholders' Equity            $151,860                       $137,810                      $135,513
                                        ========                       ========                      ========
                                                                                                      
Net interest revenue as a percentage of                                                               
 average earning assets                           $  5,024    4.66%              $  6,142    4.72%             $ 4,534     4.73%
                                                  ========   ======              ========   ======             =======    ======
</TABLE>
The fully taxable equivalent basis of interest income from obligations of 
states and political subdivisions has been determined using a combined
Federal and State corporate income tax rate of 40% for the nine months ended
September 30, 1997 and 1996 and the year ended December 31, 1996.
respectively.  The effect of this adjustment is presented below (in thousands).
<TABLE>
<CAPTION>
                                                                                                   
 <S>                                    <C>       <C>      <C>         <C>        <C>      <C>       <C>       <C>        <C>
 Obligations of states and
   political subdivisions:
    Investment securities               $  5,551  $    335    8.07%    $  4,869   $    412   8.46%   $  4,736  $    302    8.51%
    Loans                                 84,120     5,830    9.27%      74,469      6,912   9.28%     73,071     5,086    9.30%
                                        ========  ========   ======    ========   ========  ======   ========  ========   ====== 
 Total interest earning assets          $144,143  $  8,691    8.06%    $130,172   $ 10,302   7.91%   $128,044  $  7,575    7.90%
                                        ========  ========   ======    ========   ========  ======   ========  ========   ====== 

Net interest revenue as a percentage
 of average earning assets                        $  5,217    4.84%               $  6,377   4.90%             $ 4,707     4.91%
                                                  ========   ======               ========  ======             =======    ======
</TABLE>
--------------------------------------------------------------------------------

                                       12
<PAGE>
 
                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------

 
Non-Interest Income - continued
-------------------------------

          Other operating income is comprised of fees from safe deposit box
rentals, sales of cashier's checks and money orders, utility collections, ATM
charges and card fees, home equity credit line fees, credit life commissions,
and credit card fees and commissions and various other charges and fees
related to normal customer banking relationships.  For the three month period
ended September 30, 1997 other operating income was $54,132, an increase of
$6,205 or 12.9% over the same period in 1996.  For the nine month period ended
September 30, 1997, other operating income was $173,810, an increase of
$28,447 or 19.6%, over the same period in 1996.  

Non-Interest Expense
--------------------

          Salary and employee benefits is the largest component of
non-interest expense.  During the quarter ended September 30, 1997, salary and
employee benefits increased $33,617 or 6.3% as compared to the same period of
the prior year.  For the nine month period ended September 30, 1997, as
compared to the same period in 1996, salary and employee benefits increased
$137,718 or 8.8%.  The increase in salary and benefits was primarily due to
the normal annual merit adjustments in salaries.

          During the third quarter of 1997, net occupancy and equipment
expense increased 3.9% as compared to the same period in the prior year.  For
the nine month period ended September 30, 1997, net occupancy and equipment
expenses decreased $11,655 or 1.9%, as compared to the same period in 1996.

          The major components of other operating expenses include:  directors
fees, stationery and supplies, service expense, other taxes, postage and
transportation, and advertising expense.  Other operating expenses were up
$29,459 or 10.0%, for the three month period ended September 30, 1997 as
compared to the same period in the prior year. For the nine months ended
September 30, 1997, other operating expenses increased $21,014 or 2.4% as
compared to the same period in 1996.  


Income Taxes
------------

          Income tax expense for the three month period ended September 30,
1997 was $249,632, an increase of $28,355 over the same period in 1996.  The
increase was primarily due to the increase in pre-taxable income of $95,986. 
For the nine month period ended September 30, 1997, income tax expense was
$722,620, an increase of $116,855 over the same period in 1996.  The increase
was primarily due to the increase in pre-taxable income of $355,940.

          For federal income tax purposes, tax-exempt income is based on
qualified state, county, and municipal bonds and loans. Tax-exempt income was
$98,930 and $90,626 for the three month period ended September 30, 1997 and
1996, respectively. For the nine month period ended September 30, 1997 and
1996, tax exempt income was $289,270 and $258,939, respectively.

          Federal income tax rates were consistent at 34% for the quarter
ended September 30, 1997 and 1996.  West Virginia corporate net income tax
rates also were consistent at 9.0% in 1997 and 1996.

                                       13
<PAGE>
 
                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------

Balance Sheet Analysis

Investments
-----------

          In total, investment securities increased by $795,186 or 1.5% from
$51,857,715 at September 30, 1996, to $52,652,901 at September 30, 1997. The
investment portfolio is managed to attempt to achieve an optimum mix of asset
quality, liquidity and maximum yield on investment.  The investment portfolio
is comprised of U.S. Treasury securities, U.S. Government corporations and
agencies securities, obligations of states and political subdivisions,
corporate debt securities, mortgage-backed securities and equity securities.
Taxable securities comprised 90.1% of total securities at September 30, 1997,
as compared to 89.8% at September 30, 1996.  The corporation does not have any
issues in the investment portfolio which exceed 10% of stockholders' equity as
of September 30, 1997.  Other than the normal risks inherent in purchasing
U.S. Treasury securities, U.S. Government corporation and agencies securities,
and obligations of states and political subdivisions, i.e. interest rate risk,
management has no knowledge of other market or credit risk involved in these
investments.  The corporation does not have any high risk hybrid/derivative
instruments.

          As of September 30, 1997, the corporation had approximately 91% of
the investment portfolio classified as available for sale, while 9% was
classified as held to maturity.   

          As the investment portfolio consists primarily of fixed rate debt
securities,  changes in the market rates of interest will effect the carrying
value of securities  available for sale, adjusted upward or downward under the
requirements of FAS 115.  The carrying value of securities available for sale
was increased by $152,527 at September 30, 1997 and reduced by $253,517 at
September 30, 1996.  The market value of securities classified as held to
maturity was above book value by $58,453 at September 30, 1997 and below book
value by $211 at September 30, 1996. 


                                       14
<PAGE>
 
                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------

Table Four
Investment Portfolio

Book values of investment securities at September 30, 1997 and 1996 and at
December 31, 1996 are as follows
(in thousands)  (Unaudited):
<TABLE>
<CAPTION>


                                        September 30,    December 31,   September 30, 
                                            1997            1996            1996
                                          --------        --------        --------
                                                                 
  <S>                                    <C>             <C>             <C>
  Securities held to maturity:                                      
  U.S. Treasury securities and                                      
        obligations of U.S. Government                              
        corporations and agencies         $      -        $    800        $    800
  Obligations of states                                             
        and political subdivisions           4,720           4,764           4,777
                                          --------        --------        --------
            Total held to maturity        $  4,720        $  5,564        $  5,577
                                          --------        --------        --------
                                                               
  Securities available for sale :                              
  U.S. Treasury securities and                                 
        obligations of U.S. Government                         
        corporations and agencies           40,897        $ 39,495        $ 41,813
  Obligations of states                             
        and political subdivisions             514             507             503
  Corporate debt securities                  1,202             614             849
  Mortgage-backed securities                 4,698           3,741           2,598
  Equity Securities                            622             519             518
                                          --------        --------        --------
            Total available for sale        47,933          44,876          46,281
                                          --------        --------        --------
            Total                         $ 52,653        $ 50,440        $ 51,858
                                          ========        ========        ========
</TABLE>

-------------------------------------------------------------------------------

                                       15
<PAGE>
 
                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------

Table Five
Investment Portfolio ( Continued)
(in thousands)


The maturity distribution using book value including accretion of
discounts and amortization of premiums  (expressed in thousands) 
and approximate yield of investment securities at September 30, 1997
and December 31, 1996 are presented in the following table. Tax 
equivalent yield basis was used on tax exempt obligations.  Approximate
yield was calculated using a weighted average of yield to maturities.

<TABLE>
<CAPTION>

                                               September 30, 1997                                December 31, 1996
                                 --------------------------------------------      --------------------------------------------
                                      Securities              Securities                Securities               Securities
                                  Held to Maturity        Available for Sale        Held to Maturity        Available for Sale
                                 -------------------      -------------------      -------------------      -------------------
                                  Amount      Yield        Amount      Yield        Amount      Yield         Amount     Yield
                                 ---------    ------      ---------    ------      ---------    ------      ---------    ------
                                                     (Unaudited)
                                                                                                 
<S>                              <C>          <C>         <C>          <C>         <C>          <C>         <C>          <C>
U.S. Treasury and other U.S.
   Government Agencies
  Within One Year                $       -        -%      $   8,346     6.17%      $       -        -%      $   6,714     5.74% 
  After One But                                                                                                       
     Within Five Years                   -        -          29,292     6.34             800     5.02          29,280     6.27   
  After Five But                                                                                                      
     Within Ten Years                    -        -           3,259     7.09               -        -           3,501     6.83   
  After Ten Years                        -        -               -        -               -        -               -        -   
                                 ---------    ------      ---------    ------      ---------    ------      ---------    ------
                                         -        -          40,897     6.37             800     5.02          39,495     6.23    

States & Political Subdivisions

  Within One Year                      338     6.25               -        -             200     7.57               -        -
  After One But                                                                                                                 
     Within Five Years               2,742     7.17               -        -           2,723     7.53               -        -
  After Five But                                                                                                          
     Within Ten Years                1,477     7.37             514     7.48           1,678     7.89             507     7.58
  After Ten Years                      163     7.72               -        -             163     7.72               -        -
                                 ---------    ------      ---------    ------      ---------    ------      ---------    ------
                                     4,720     7.19             514     7.48           4,764     7.66             507     7.58 

Corporate Debt Securities

  Within One Year                        -        -             993     5.65               -        -             404     7.60
  After One But                                                                                                                  
     Within Five Years                   -        -             209     7.81               -        -             210     7.78
                                 ---------    ------      ---------    ------      ---------    ------      ---------    ------
                                         -        -           1,202     6.03               -        -             614     7.66
                                                                                                                                
Mortgage-Backed Securities               -        -           4,698     6.67               -        -           3,741     6.95 
                                                                                                              
Equity Securities                        -        -             622     5.44               -        -             519     6.15

                                 ---------    ------      ---------    ------      ---------    ------      ---------    ------

  Total                          $   4,720     7.19%      $  47,933     6.39%      $   5,564     7.28%      $  44,876     6.32% 
                                 =========    ======      =========    ======      =========    ======      =========    ======

</TABLE>


------------------------------------------------------------------------------

                                       16
<PAGE>
 
                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------


Loans
-----

          Loans increased as of September 30, 1997 as compared to  September
30, 1996 as loans outstanding increased $14,657,369 or 19.1%, to $91,476,574. 
The loan growth can be attributed primarily to increases in installment loans,
commercial loans and residential real estate loans which increased
approximately $5,385,000, $5,110,000, and $3,433,000, respectively.  Loan
growth was funded principally through the increase in deposits.  The loan to
deposit ratio at September 30, 1997 was 66.4% which was higher than the 62.4%
reported at September 30, 1996.

          Real estate residential loans which include real estate
construction, real estate farmland, and real estate residential loans comprise
thirty-five percent (35%) of the loan portfolio.  Commercial loans which
include real estate secured by non-farm, non residential and commercial and
industrial loans comprise thirty-eight percent (38%) of the loan portfolio. 
Installment loans comprise twenty-four percent (24%) of the loan portfolio. 
Other loans include nonrated industrial development obligations, direct
financing leases and other loans comprise three percent (3%) of the loan
portfolio.  The changes in the composition of the loan portfolio from
September 30, 1996 to September 30, 1997 were a 3% increase in installment
loans, a 1% decrease in commercial loans, and a 2% decrease in real estate
loans.

          The loan portfolio is not dominated by concentrations of credit
within any one industry; therefore, the impact of a weakening economy on any
particular industry should be minimal.  Management believes that the loan
portfolio does not contain any excessive or abnormal elements of risk.

          Non-performing assets consist of:  non-accrual loans on which the
collectibility of the full amount of interest is uncertain; loans which have
been renegotiated to provide for a reduction or deferral of interest on
principal because of a deterioration in the financial position of the
borrower; loans past due ninety days or more as to principal or interest; and
other real estate owned. A summary of non performing assets is presented in
Table Eight.

          Total non-performing loans decreased 15.7% to $1,044,000 at
September 30, 1997 as compared to $1,238,000 at September 30, 1996.  Loans
classified as non-accrual decreased $96,000 to $288,000 or .3% of total loans
as of September 30, 1997, as compared to $384,000 or .5% of total loans at
September 30, 1996. There were no loans classified as renegotiated as of
September 30, 1997 and 1996, respectively.  The loans past due 90 days or more
decreased $134,000 to $671,000 at September 30, 1997 as compared to $805,000
at September 30, 1996.  Management continues to monitor the non-performing
assets to ensure against deterioration in collateral values. 



                                       17
<PAGE>
 
                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------

Table Six
Loan Portfolio
(Unaudited)

Loans outstanding are as follows (in thousands) :

                                    September 30,         December 31,
                              ------------------------    ----------
                                 1997          1996          1996
                              ----------    ----------    ----------

Real Estate-Residential                  
Real estate-construction      $      333    $      199    $      418
Real estate-farmland                 129            13            12
Real estate-residential           31,350        28,167        28,920
                              ----------    ----------    ----------
                              $   31,812    $   28,379    $   29,350
                              ----------    ----------    ----------
                                           
     Commercial                            
Real estate-secured by                     
   nonfarm, nonresidential    $   22,878    $   20,233    $   21,145
Commercial & industrial           11,948         9,483        10,338
                              ----------    ----------    ----------
                              $   34,826    $   29,716    $   31,483
                              ----------    ----------    ----------
                                           
     Installment                           
Installment and other                      
   loans to individuals       $   21,657    $   16,272    $   17,379
                              ----------    ----------    ----------
                                           
       Others                              
Nonrated industrial                        
   development obligations    $    3,172    $    1,798    $    1,593
Direct Financing Leases               93           351           334
Other loans                           21           394           368
                              ----------    ----------    ----------
                              $    3,286    $    2,543    $    2,295
                              ----------    ----------    ----------
                                           
                                           
Total                             91,581        76,910        80,507
Less unearned interest               104            91            90
                              ----------    ----------    ----------
                              $   91,477    $   76,819    $   80,417
                              ==========    ==========    ==========

------------------------------------------------------------------------------

                                       18
<PAGE>
 
                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------
     
Table Seven                                                                   
Loan Portfolio -  Maturities  and  sensitivities  of Loans to Changes in
Interest Rates
                                                                             
The following table presents the contractual maturities of loans other than
installment loans and residential mortgages for all banks as of September 30,
1997 and December 31, 1996 (in thousands) (Unaudited): 


                                            September 30, 1997      
                                 ----------------------------------------
                                                 After one                
                                   In one       Year Through      After    
                                Year or Less     Five Years    Five Years
                                 -----------    -----------    -----------

  Commercial                     $     1,033     $    7,476    $     3,439  
  Real Estate-construction               333              -              -
                                 -----------    -----------    -----------
     Total                       $     1,366    $     7,476    $     3,439  
                                 ===========    ===========    ===========

                                            December 31, 1996         
                                 ----------------------------------------
                                                 After one                
                                   In one       Year Through      After    
                                Year or Less     Five Years    Five Years
                                 -----------    -----------    -----------

  Commercial                     $       957    $     5,444    $     3,937 
  Real Estate - construction             312             28             78 
                                 -----------    -----------    -----------
     Total                       $     1,269    $     5,472    $     4,015 
                                 ===========    ===========    ===========


The following table presents an analysis of fixed and variable rate loans as
of September 30, 1997 and December 31, 1996 along with the contractual
maturities of loans other than installment loans and residential mortgages (in
thousands) (Unaudited):

                                            September 30, 1997 
                                 ----------------------------------------
                                                 After one                
                                   In one       Year Through      After    
                                Year or Less     Five Years    Five Years
                                 -----------    -----------    -----------

                                                      
  Fixed Rates                    $       918    $     6,019    $     1,235
  Variable Rates                         448          1,457          2,204
                                 -----------    -----------    -----------
     Total                       $     1,366    $     7,476    $     3,439
                                 ===========    ===========    ===========
 


                                             December 31, 1996
                                 ----------------------------------------
                                                 After one                
                                   In one       Year Through      After    
                                Year or Less     Five Years    Five Years
                                 -----------    -----------    -----------

  Fixed Rates                    $       509    $     4,767    $     1,498 
  Variable Rates                         760            705          2,517 
                                 -----------    -----------    -----------
     Total                       $     1,269    $     5,472    $     4,015 
                                 ===========    ===========    ===========

---------------------------------------------------------------------------

                                       19
<PAGE>
 
                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------

Table Eight
Risk Elements
(UNAUDITED)

Loans which are in the process of collection, but are contractually past due
90 days or more as to interest or principal, renegotiated, non-accrual loans
and other real estate are as follows ( in thousands):



                                     September 30,      December 31,
                                 ---------------------   ---------
                                    1997        1996        1996
                                 ---------   ---------   ---------
                                            
Past Due 90 Days or More:
  Real Estate-residential        $     532   $     146   $     250
  Commercial                            83         586           2
  Installment                           56          73          48
                                 ---------   ---------   ---------

                                 $     671   $     805   $     300
                                 ---------   ---------   ---------
Non-accrual:
  Real Estate-residential        $      80   $      61   $      26
  Commercial                           164         302         299
  Installment                           44          21          28
                                 ---------   ---------   ---------
                                 $     288   $     384   $     353
                                 ---------   ---------   ---------

Other Real Estate                $      85   $      49   $      49
                                 ---------   ---------   ---------

Total non-performing assets      $   1,044   $   1,238   $     702 
                                 =========   =========   =========

Total non-performing assets 
   to total loans and 
   other real estate                 1.14%       1.61%       0.87% 


Generally, all Banks recognize interest income on the accrual basis, except
for certain loans which are placed on a non-accrual status.  Loans are placed
on a non-accrual status, when in the opinion of management doubt exists as to
its collectibility.  In accordance with the Office of the Comptroller of the
Currency Policy, banks may not accrue interest on any loan which either the
principal or interest is past due 90 days or more unless the loan is both well
secured and in the process of collection.

The amount of interest income that would have been recognized had the loans
performed in accordance with their original terms was approximately $14,500
and $24,000 for the periods ended September 30, 1997 and 1996, respectively.

As of September 30, 1997, there are no loans known to management other than
those previously disclosed about which management has any information about
possible credit problems of borrowers which causes management to have serious
doubts as to the borrower's ability to comply with present loan repayment
terms.







------------------------------------------------------------------------------

                                       20
<PAGE>
 
                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------

Loans - continued
-----------------

          Effective January 1, 1995, the Holding Company adopted the
provisions of Statement of Financial Accounting Standards (FAS) No. 114,
"Accounting by Creditors for Impairment of a Loan", which was subsequently
amended by FAS No. 118, "Accounting by Creditors for Impairment of a Loan -
Income and Recognition of Disclosures."  It is the corporation's policy not to
recognize interest on specific impaired loans unless the future loss is
remote.  Interest payments received on such loans are applied as a reduction
of the loan principal balance. Since the adoption of FAS 114 and 118, the
corporation had no loans which management has determined to be impaired.


Allowance for Possible Loan Losses
----------------------------------

          The corporation maintains an allowance for possible loan losses to
absorb probable loan losses.  Table Nine presents a summary of the Allowance
for Possible Loan Losses.  Net loan charge offs were $59,000 and $12,000 at
September 30, 1997 and 1996, respectively.  The net charge offs during the
nine month period ended September 30, 1997 were primarily consumer loans.  The
provision for loan losses was $34,500 during the three months ended September
30, 1997, as compared to $16,800 during the same period of the prior year. 
The allowance for possible loan losses represented 1.3% and 1.5% of loans
outstanding as of September 30, 1997 and September 30, 1996, respectively. 
The ratio of loan losses to average outstanding loans at September 30, 1997
was .07% compared to .02% for September 30, 1996.  The ratio of non-accrual
loans plus loans delinquent more than 90 days to total loans was 1.0% and 1.5%
at September 30, 1997 and September 30, 1996, respectively.  Net loan
charge-offs were 4.9% and 1.0% of the allowance for loan losses as of
September 30, 1997 and September 30, 1996, respectively.  The reserve for
possible loan losses is considered to be adequate to provide for future losses
in the portfolio.  The amount charged to earnings is based upon management's
evaluations of the loan portfolio, as well as current and anticipated economic
conditions, net loans charged off, past loan experiences, changes in character
of the loan portfolio, specific problem loans and delinquencies and other
factors.

          The Corporation has allocated the allowance for possible loan losses
to specific portfolio segments based upon historical net charge-off
experience, changes in the level of non-performing assets, local economic
conditions and management experience as presented in Table Ten.  The
Corporation has historically maintained the allowance for possible loan losses
at a level greater than actual charge-offs.  In determining the allocation of
the allowance for possible loan losses, charge-offs for 1997 are anticipated
to be within the historical ranges.  Although a subjective evaluation is
determined by management, the corporation believes it has appropriately
assessed the risk of loans in the loan portfolio and has provided for an
allowance which is adequate based on that assessment. Because the allowance is
an estimate, any change in the economic conditions of the corporation's market
area could result in new estimates which could affect the corporation's
earnings.  Management monitors loan quality through reviews of past due loans
and all significant loans which are considered to be potential problem loans
on a monthly basis.  The internal loan review function provides for an
independent review of commercial, real estate, and installment loans in order
to measure the asset quality of the portfolio.  Management's review of the
loan portfolio has not indicated any material amount of loans, not disclosed
in the accompanying tables and discussions which are known to have possible
credit problems that cause management to have serious doubts as to the ability
of each borrower to comply with their present loan repayment terms.

                                       21
<PAGE>
 
                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------

Table Nine
Analysis of Allowance for Possible Loan Losses
(UNAUDITED)

The following table presents a summary of loans charged off and recoveries of
loans previously charged off by type of loan (in thousands).



                                      Summary of Loan Loss Experience
                                     ---------------------------------
                                        September 30,      December 31,
                                     ---------------------   ---------
                                        1997        1996        1996
                                     ---------   ---------   ---------
                                                       
Balance at Beginning of period
  Allowance for Possible
     Loan Losses                     $   1,160   $   1,149   $   1,149 

Loans Charged Off:
  Real Estate-residential                   18           -          35
  Commercial                                 -           -           -
  Installment                               52          36          49
                                     ---------   ---------   ---------
                                            70          36          84

Recoveries:
  Real Estate-residential                    -           -           -
  Commercial                                 3           1           1
  Installment                                8          23          24
                                     ---------   ---------   ---------
                                            11          24          25


Net Charge-offs                             59          12          59 
 
Additions Charged to Operations             96          45          70
                                     ---------   ---------   ---------

Balance at end of period:            $   1,197   $   1,182   $   1,160
                                     =========   =========   =========

Average Loans Outstanding            $  84,120   $  73,071   $  74,469
                                     =========   =========   =========

Ratio of net charge-offs
  to Average loans
  outstanding for the period              .07%        .02%        .08%

Ratio of the Allowance for Loan 
  Losses to Loans Outstanding for 
  the period                             1.31%       1.54%       1.44%



The additions to the allowance for loan losses are based on management's
evaluation of characteristics of the loan portfolio, current and anticipated
economic conditions, past loan experiences, net loans charged-off, specific
problem loans and delinquencies, and other factors.

------------------------------------------------------------------------------

                                       22
<PAGE>
 
                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------

Table Ten
Loan Portfolio  -  Allocation of allowance for possible loan losses

The following table presents an allocation of the allowance for possible loan
losses at each of the five year periods ended December 31, 1996 , and the nine
month period ended September 30, 1997 ( expressed in thousands). The
allocation presented below is based on the historical average of net charge
offs per category combined with the change in loan growth and management's
review of the loan portfolio.

<TABLE>
<CAPTION>

                  September 30,                                            December 31,
                  -------------      ------------------------------------------------------------------------------------------
                      1997                1996               1995              1994                 1993             1992
                  -------------      --------------     --------------     -------------      ---------------    --------------
                          Percent            Percent            Percent            Percent            Percent            Percent
                          of loans           of loans           of loans           of loans           of loans           of loans
                          in each            in each            in each            in each            in each            in each
                          category           category           category           category           category           category
                          to total           to total           to total           to total           to total           to total
                  Amount   loans     Amount   loans     Amount   loans     Amount   loans      Amount  loans     Amount   loans
                  ------   -----     ------   -----     ------   -----     ------   -----     ------   -----     ------   -----
                                                                                          
<S>               <C>      <C>       <C>      <C>       <C>      <C>       <C>      <C>       <C>      <C>       <C>      <C>
Real estate-           
  residential     $  194    34.7%    $  192    36.5%    $  215    39.9%    $  216    43.1%    $  216    43.1%    $  190    38.3%
Commercial           622    38.1        619    39.1        618    36.5        420    34.7        382    35.9        353    38.8
Installment          330    23.6        298    21.6        265    20.0        260    19.3        248    17.6        157    18.9
Others                20     3.6         20     2.8         20     3.6         20     2.9         20     3.4         20     4.0
Unallocated           31       -         31       -         31       -         31       -         30       -         30       -
                  ------   -----     ------   -----     ------   -----     ------   -----     ------   -----     ------   -----
Total             $1,197   100.0%    $1,160   100.0%    $1,149   100.0%    $  947   100.0%    $  896   100.0%    $  750   100.0%
                  ======   =====     ======   =====     ======   =====     ======   =====     ======   =====     ======   =====


</TABLE>
                                       23
<PAGE>
 
                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------

Table Eleven
Deposits

The following table presents other time deposits of $100,000 or more issued by
domestic offices by time remaining until maturity of 3 months or less; over 3
through 6 months; over 6 through 12 months; and over 12 months.  (Unaudited)

<TABLE>
<CAPTION>

                                   September 30, 1997          
                        Maturities of Time Deposits in Excess of $100,000
                        --------------------------------------------------
                          In Three            Over Three       Over Six             Over
                          Months              And Less Than    And Less Than        Twelve
                          Or Less             Six Months       Twelve Months        Months         TOTAL
                          -------             ------------     -------------        ---------     --------
                                                 (Expressed in Thousands)
                                                                                  
<S>                       <C>                 <C>              <C>                  <C>           <C>    
Time Certificates
  of Deposit              $ 3,190             $      1,798     $       1,928        $   3,324     $ 10,240

</TABLE>
<TABLE>
<CAPTION>
                                        December 31, 1996
                        Maturities of Time Deposits in Excess of $100,000
                        --------------------------------------------------
                          In Three            Over Three       Over Six             Over
                          Months              And Less Than    And Less Than        Twelve
                          Or Less             Six Months       Twelve Months        Months         TOTAL
                          -------             ------------     -------------        ---------     --------
                                              (Expressed   in Thousands)
                                                                                  
<S>                       <C>                 <C>              <C>                  <C>           <C>
Time Certificates
  of Deposit              $ 4,683             $      1,237     $       1,447        $   3,108     $ 10,475

</TABLE>

------------------------------------------------------------------------------

Table Twelve
Return on Equity and Assets


The following financial ratios are presented: (Unaudited)


<TABLE>
<CAPTION>
                                                 Three months ended            Nine months ended        Year Ended
                                                     September 30,               September 30,         December 31,
                                                -----------------------     -----------------------     ---------
                                                  1997          1996           1997         1996          1996
                                                ---------     ---------     ---------     ---------     ---------
                                                                                     
<S>                                             <C>           <C>           <C>           <C>           <C>         
Return on Assets :
     (Net income/Average Total Assets)              1.29%         1.24%         1.28%         1.20%         1.19%

Return on Equity :
     (Net income/Average Shareholders Equity)      14.69%        14.38%        14.81%        13.67%        13.49%

Dividend Payout Ratio :
     (Dividend Declared Per Share/ 
       Net Income Per Share)                       30.95%        33.33%        33.33%        34.65%        34.56%

Equity to Asset Ratio :
     (Average Equity/Average Total Assets)          8.76%         8.61%         8.64%         8.76%         8.84%

</TABLE>
------------------------------------------------------------------------------

                                       24
<PAGE>
 
                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------

Deposits
--------

          A stable core deposit base is the major source of funds for Holding
Company subsidiaries.  The deposit mix depends upon many factors including
competition from other financial institutions, depositor interest in certain
types of deposits, changes in the interest rate and the corporation's need for
certain types of deposit growth.  Total deposits were $137.8 million at
September 30, 1997 as compared to $123.2 million at September 30, 1996, an
increase of 11.8%.  Deposit growth increased primarily in time deposits.  Time
deposits grew by $8.4 million or 17.5% at September 30, 1997 as compared to
September 30, 1996.  Special promotions offered by the subsidiary banks have
contributed to the growth in time deposits. 

          The increase in time deposits resulted in a change in the deposit
mix during the third quarter of 1997 as compared to the same period of the 
prior year.  At September 30, 1997, non-interest bearing demand deposits
comprised 10.4% of total deposits and interest bearing deposits which include
NOW, money market, savings and time deposits comprised 89.6% of total
deposits.  The changes in the deposit mix from September 30, 1996 to September
30, 1997 were a 1% increase in noninterest bearing demand deposits and a 1%
decrease in interest bearing deposits.


Repurchase Agreements
----------------------          

          Repurchase agreements represent short-term borrowings, usually
overnight to 30 days.  Repurchase agreements were $4,494,987 at September 30,
1997, an increase of $42,940, as compared to September 30, 1996.  


Capital Resources
-----------------

          A strong capital base is vital to continued profitability because it
promotes depositor and investor confidence and provides a solid foundation for
future growth.  From September 30, 1996 to September 30, 1997, stockholders'
equity  increased 10.2%, entirely from current earnings after quarterly
dividends, and increased 2.1% which resulted from the effect of the change in
the net unrealized gain (loss) on securities available for sale.  Stockholders
equity amounted to 8.8% of total assets as of September 30, 1997, as compared
to 8.7% at September 30, 1996.

          The Holding Company is subject to regulatory risk-based capital
guidelines administered by the Federal Reserve Board.  These risk-based
capital guidelines establish minimum capital ratios of total capital, Tier 1
Capital, and leverage to assess the capital adequacy of bank holding
companies.  The Federal Reserve Board's minimum ratio of qualified total
capital to risk-weighted assets is 8 percent, of which at least half of the
total capital is required to be comprised of Tier 1 capital, or the company's
common stockholders' equity less intangibles and deferred tax assets
disallowed.  The remainder (Tier 2 Capital) may consist of certain other
prescribed instruments and a limited amount of loan loss reserves. 
Additionally, the Federal Reserve Board has established minimum leverage ratio
(Tier 1 capital to quarterly average tangible assets) guidelines for bank
holding companies.  These guidelines provide for a minimum ratio of 3 percent
for bank holding companies that meet certain specified criteria.  All other
bank holding companies are required to maintain a leverage ratio of 3 percent
plus an additional cushion of at least 100 to 200 basis points.  The
guidelines also provided that banking organizations experiencing internal
growth or making acquisitions will be expected to maintain strong capital
positions substantially above the minimum supervisory levels.  

                                       25
<PAGE>
 
                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------


Capital Resources - continued
-----------------------------

   The following chart shows the regulatory capital levels for the company at
September 30, 1997, September 30, 1996, and December 31, 1996:



                                            September 30,      Dec. 31
                                           ----------------    -------
Ratio                       Minimum          1997     1996       1996
----------------------      --------       -------  -------    -------
                                                     
  Leverage Ratio               3%             8.60     9.00       8.63
  Risk Based Capital                                                 
    Tier 1 (core)              4%            13.99    14.96      14.74
    Tier 2 (total)             8%            15.24    16.17      15.95 



          Earnings from subsidiary bank operations are expected to remain
adequate to fund payment of stockholders' dividends and internal growth.  In
management's opinion, subsidiary banks have the capability to upstream
sufficient dividends to meet the cash requirements of the Holding Company.

Liquidity
---------

         Liquidity management ensures that funds are available to meet loan
commitments, deposit withdrawals, and operating expenses.  Funds are provided
by loan repayments, investment securities maturities, or deposits, and can be
raised by liquidating assets or through additional borrowings.  The
corporation had investment securities with an estimated market value of
$47,933,408 classified as available for sale at September 30, 1997.  These
securities are available for sale at any time based upon management's
assessment in order to provide necessary liquidity should the need arise.  In
addition, the Holding Company's subsidiary banks, Progressive Bank, N.A., and
Progressive Bank, N.A.- Buckhannon, are members of the Federal Home Loan Bank
of Pittsburgh (FHLB). Membership in the FHLB provides an additional source of
short-term and long-term funding, in the form of collateralized advances.  At
September 30, 1997, Progressive Bank, N.A. and Progressive Bank, N.A.-
Buckhannon, had a maximum borrowing capacity (MBC) amounting to $19,092,000
and $6,002,000, respectively, from the FHLB at prevailing interest rates,
subject to satisfying the additional capital stock provisions, as defined, in
their respective agreements with the FHLB.  As of September 30, 1997,
Progressive Bank, N.A. and Progressive Bank, N.A. - Buckhannon had an
available line of $1,835,000 and $551,000, respectively, without purchasing
any additional capital stock from the FHLB.  As of September 30, 1997, there
were no borrowings outstanding pursuant to these agreements.

          At September 30, 1997 and September 30, 1996, the Holding Company
had outstanding loan commitments and unused lines of credit totaling
$7,631,000 and $8,306,000, respectively.  As of September 30, 1997, management
placed a high probability for required funding within one year of
approximately $5,279,000.  Approximately $2,063,000 is principally unused home
equity and credit card lines on which management places a low probability for
required funding.



                                       26
<PAGE>
 
                       FIRST WEST VIRGINIA BANCORP, INC.
                                    PART II
                               OTHER INFORMATION

                                       
Item 1   Legal Proceedings
-------------------------------------------------------------------

          The nature of the business of the Holding Company's subsidiaries
generates a certain amount of litigation involving matters arising in the
ordinary course of business.  However, there are no proceedings now pending or
threatened before any court or administrative agency to which the Holding
Company or its subsidiaries are a party or to which their property is subject.


Item 2   Changes in Securities
-------------------------------------------------------------------

  Inapplicable

Item 3   Defaults Upon Senior Securities
-------------------------------------------------------------------

  Inapplicable

Item 4   Submission of Matters to Vote of Security Holders
-------------------------------------------------------------------

  a.  Inapplicable
  b.  Inapplicable
  c.  Inapplicable
  d.  Inapplicable

Item 5   Other Information
-------------------------------------------------------------------

  Inapplicable

Item 6   Exhibits and Reports on Form 8-K
-------------------------------------------------------------------

(a)      Financial
         ----------

          The consolidated financial statements of First West Virginia
Bancorp, Inc. and subsidiaries, for the three month period ended September 30,
1997, are incorporated by reference in Part I:

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

  No reports on Form 8-K have been filed during the quarter ended 
September 30, 1997.

(c)      Exhibits
         --------
Exhibit
Number    Description
-------   -----------

27        Financial Data Schedule.  Filed herewith and incorporated herein by
reference.

                                       27
<PAGE>
 
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.

First West Virginia Bancorp, Inc
--------------------------------
         (Registrant)


                        By:  /s/ Ronald L. Solomon
                              -----------------------------
                              Ronald L. Solomon
                              President and Chief Executive Officer/Director


                        By:  /s/ Francie P. Reppy
                              ----------------------------------
                              Francie P. Reppy
                              Controller



Dated:  November 4, 1997

                                       28