<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 June 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 July 29,
1997:
Common Stock, $5.00 Par Value, shares outstanding      806,107 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>
                                                                 June 30,        December 31,        June 30,
                                                                   1997              1996              1996
                                                              --------------    --------------    --------------
<S>                                                           <C>               <C>               <C>             
                                                                                                                  
              ASSETS                                                                                              
Cash and Due From Banks                                       $    4,564,501   $     4,589,502   $     4,212,794
Due From Banks - interest bearing                                     80,999            81,558         3,078,987
                                                              --------------    --------------    --------------
     Total cash and cash equivalents                               4,645,500         4,671,060         7,291,781
Federal Funds Sold                                                 1,986,000         5,461,000         3,643,000
Investment Securities                                                                                             
   Available for Sale (at market value)                           48,564,245        44,875,887        43,819,899
   Held to Maturity  - (market value of                                                                           
   $5,549,659 at June 30, 1997 ;                                                                              
   $5,587,466 at December 31, 1996;                                                                           
   and $ 5,103,719 at June 30, 1996)                               5,522,065         5,564,302         5,117,027
Loans, net of unearned income                                     86,142,661        80,416,680        74,020,562
Less allowance for possible loan losses                           (1,189,645)       (1,160,302)       (1,182,088)
                                                               --------------    --------------    --------------
                Net loans                                         84,953,016        79,256,378        72,838,474
Premises and equipment, net                                        3,153,863         3,249,425         3,390,800
Accrued income receivable                                          1,112,938           948,026           961,162
Other assets                                                         677,335           511,536           614,747
Intangible assets                                                      6,072             8,096            21,600
                                                               --------------    --------------    --------------
               Total assets                                   $  150,621,034   $   144,545,710   $   137,698,490
                                                               ==============    ==============    ==============
                                                                                                                  
           LIABILITIES                                                                                            
Noninterest bearing deposits:                                                                                     
     Demand                                                   $   12,588,960   $    12,359,041   $    12,661,814
Interest bearing deposits:                                                                                         
     Demand                                                       21,985,330        23,560,313        22,358,580
     Savings                                                      44,009,051        38,219,101        39,695,873
     Time                                                         54,820,977        51,132,614        45,620,217
                                                               --------------    --------------    --------------
               Total deposits                                    133,404,318       125,271,069       120,336,484
                                                               --------------    --------------    --------------
Repurchase agreements                                              3,153,100         5,930,691         4,885,612
Accrued interest on deposits                                         383,327           385,289           324,428
Other liabilities                                                    375,364           309,383           225,529
                                                               --------------    --------------    --------------
               Total liabilities                                 137,316,109       131,896,432       125,772,053
                                                               --------------    --------------    --------------
       STOCKHOLDERS' EQUITY                                                                                       
Common Stock - 2,000,000 shares authorized at                                                                     
  $5 par value 806,107 shares issued at                                                                       
  June 30, 1997 and  December 31, 1996 and                                                                     
  775,268 shares issued at June 30, 1996                           4,030,535         4,030,535         3,876,340
Surplus                                                            3,764,000         3,764,000         3,166,340
Retained Earnings                                                  5,563,952         4,935,303         5,121,590
Net Unrealized Loss on securities available for sale                 (53,562)          (80,560)         (237,833)
                                                               --------------    --------------    --------------
          Total stockholders' equity                              13,304,925        12,649,278        11,926,437
                                                               --------------    --------------    --------------
            Total liabilities and stockholders' equity        $  150,621,034   $   144,545,710   $   137,698,490
                                                               ==============    ==============    ==============
</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                Six Months Ended          
                                                              June 30,                         June 30,       
                                                        1997           1996              1997            1996    
                                                     ---------      ----------        ---------       ----------
                                                           (Unaudited)                      (Unaudited)       
<S>                                                 <C>             <C>              <C>              <C>       
INTEREST INCOME                                                                                                   
Interest and fees on loans and lease financing:                                                                   
   Taxable                                          $1,890,729      $1,635,461       $3,662,697       $3,250,311
   Tax-exempt                                           29,054          25,046           53,373           51,047
Investment securities:                                                                                          
   Taxable                                             760,015         635,207        1,461,414        1,229,033
   Tax-exempt                                           66,252          57,923          136,967          117,266
Dividends                                                5,371           4,746           10,545            9,932 
Interest on deposits in banks                            6,014          38,129           24,229           48,238
Interest on federal funds sold                          87,730          76,943          194,279          140,005
                                                     ---------      ----------        ---------       ----------
       Total interest income                         2,845,165       2,473,455        5,543,504        4,845,832
INTEREST EXPENSE                                                                                                
Deposits                                             1,109,993         927,948        2,145,724        1,838,035
Other borrowings                                        51,359          30,805          103,597           36,730
                                                     ---------      ----------        ---------       ----------
       Total interest expense                        1,161,352         958,753        2,249,321        1,874,765
                                                     ---------      ----------        ---------       ----------
       Net interest income                           1,683,813       1,514,702        3,294,183        2,971,067
PROVISION FOR POSSIBLE LOAN LOSSES                      36,000          14,400           61,500           28,800
                                                     ---------      ----------        ---------       ----------
       Net interest income after provision                                                                      
       for possible loan losses                      1,647,813       1,500,302        3,232,683        2,942,267
NONINTEREST INCOME                                                                                              
Service charges                                        104,717          92,116          196,041          173,422
Securities gains (losses)                                   --             339              --              (711)
Other operating income                                  42,968          46,121          119,678           97,436
                                                     ---------      ----------        ---------       ----------
       Total noninterest income                        147,685         138,576          315,719          270,147
NONINTEREST EXPENSES                                                                                            
Salary and employee benefits                           567,580         519,095        1,142,502        1,038,401
Net occupancy and equipment expenses                   202,326         213,697          400,866          420,488
Other operating expenses                               315,601         302,599          580,954          589,399
                                                     ---------      ----------        ---------       ----------
       Total noninterest expense                     1,085,507       1,035,391        2,124,322        2,048,288
                                                     ---------      ----------        ---------       ----------
                                                                                                                
       Income before income taxes                      709,991         603,487        1,424,080        1,164,126
                                                     ---------      ----------        ---------       ----------
INCOME TAXES                                           235,506         198,210          472,988          384,488
                                                     ---------      ----------        ---------       ----------
       Net income                                   $  474,485      $  405,277       $  951,092       $  779,638
                                                     =========      ==========        =========       ==========
WEIGHTED AVERAGE SHARES OUTSTANDING                    806,107         806,107          806,107          806,107
                                                     =========      ==========        =========       ==========
EARNINGS PER COMMON SHARE                           $     0.59      $     0.50       $     1.18       $     0.97
                                                     =========      ==========        =========       ========== 
</TABLE>
    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)    $12,649,278
Net income for the six months                                                                                 
   ended June 30, 1997                            -               -         951,092                -         951,092
Cash dividend                                                                                                 
   ($ .40 per share)                              -               -        (322,443)               -        (322,443)
Change in fair value of securities                                                                            
    available for sale,                                                                                       
    net of deferred tax                           -               -               -           26,998          26,998 
                                        -----------     -----------     -----------     ------------     -----------
Balance, June 30, 1997 (Unaudited)      $ 4,030,535     $ 3,764,000     $ 5,563,952     $    (53,562)    $13,304,925
                                        ===========     ===========     ===========     ============     -----------
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
Balance, December 31, 1995              $ 3,876,340     $ 3,166,340     $ 4,621,049     $     45,478     $11,709,207
Net income for the six months                                                                             
   ended June 30, 1996                            -               -         779,638                -         779,638
Cash dividend                                                                                             
   ($ .35 per share)                              -               -        (279,097)               -        (279,097)
Change in fair value of securities                                                                        
    available for sale,                                                                                   
    net of deferred tax                           -               -               -         (283,311)       (283,311)
                                        -----------     -----------     -----------     ------------     -----------
Balance, June 30, 1996 (Unaudited)      $ 3,876,340     $ 3,166,340     $ 5,121,590     $   (237,833)    $11,926,437
                                        ===========     ===========     ===========     ============     ===========
</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>

                                                               Six Months Ended June 30,
                                                                 1997             1996
                                                             ------------     ------------
                                                             (Unaudited)      (Unaudited)
<S>                                                          <C>              <C>
OPERATING ACTIVITIES                                         
Net Income                                                   $    951,092     $    779,638
Adjustments to reconcile net income to net cash                                         
   provided by operating activities:                                                    
   Provision for loan losses                                       61,500           28,800
   Depreciation and amortization                                  183,335          192,214
   Amortization of investment securities, net                     (19,567)           3,479
   Investment security losses (gains)                                   -              711 
   Decrease (increase) in interest receivable                    (164,912)         (37,839)
   Increase (decrease) in interest payable                         (1,962)           9,821
     Other, net                                                  (115,084)         (18,841)
                                                             ------------     ------------
        Net cash provided by operating activities                 894,402          957,983
                                                             ------------     ------------
INVESTING ACTIVITIES                                                                    
Net (increase) decrease in federal funds sold                   3,475,000       (1,365,000)
Net (increase) decrease in loans, net of charge offs           (5,765,663)      (2,024,472)
Proceeds from sales of securities available for sale                    -        1,250,868
Proceeds from maturities of securities available for sale       6,550,000        7,700,000
Proceeds from maturities of securities held to maturity         1,200,000          225,000
Principal collected on mortgage-backed securities                 353,965          160,340
Purchases of securities available for sale                    (10,524,617)     (12,381,278)
Purchases of securities held to maturity                       (1,163,639)        (345,000)
Recoveries on loans previously charged-off                          7,525           14,881
Purchases of premises and equipment                               (85,749)        (462,026)
                                                             ------------     ------------
       Net cash used by investing activities                   (5,953,178)      (7,226,687)
                                                             ------------     ------------
FINANCING ACTIVITIES                                                                    
Net increase (decrease) in deposits                             8,133,250        5,441,330
Dividends paid                                                   (322,443)        (279,097)
Increase (decrease) in short term borrowings                   (2,777,591)       4,136,388
                                                             ------------     ------------
       Net cash provided by financing activities             $  5,033,216     $  9,298,621
                                                             ------------     ------------
INCREASE (DECREASE) IN CASH AND                                                         
  CASH EQUIVALENTS                                                (25,560)       3,029,917 
CASH AND CASH EQUIVALENTS                                                   
  AT BEGINNING OF YEAR                                          4,671,060        4,261,864
                                                             ------------     ------------
CASH AND CASH EQUIVALENTS                                           
  AT END OF PERIOD                                           $  4,645,500     $  7,291,781
                                                             ============     ============
</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
                             June 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.  The provision for income taxes is at a rate which management believes will
approximate the effective rate for the year.

3.  Effective January 1, 1995, Statement of Financial Accounting Standards No.
114, "Accounting by creditors for Impairment of a Loan", as amended by
Statement No. 118, was adopted by the Corporation.  This Statement requires
recognition of impairment of a loan when it is probable that principal and
interest are not collectible in accordance with the terms of the loan
agreement.  Measurement of impairment is based upon the present value of
expected cash flows discounted at the loan's effective interest rate, or as a
practical expedient, at the loan's market price or the fair value of the
collateral, if known.  At June 30, 1997, the corporation did not have any
impaired loans which met the criteria of Statement No. 114.

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

                                       7
<PAGE>
<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 three wholly-owned subsidiaries:  Progressive Bank, N.A., which
operates in Wheeling, Wellsburg, and Moundsville, West Virginia;  Progressive
Bank, N.A.- Buckhannon which operates in Buckhannon and Weston, West Virginia;
and Progressive Bank, N.A. - Bellaire in Bellaire, Ohio.  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 June 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 $474,485, an increase of
$69,208 or 17.1%, for the three months ended June 30, 1997 as compared to the
same period during 1996.  The increase in earnings during the second 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 $169,111 or 11.2%,
for the three months ended June 30, 1997 as compared to the same period in
1996.  During the three month period ended June 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 six months ended June 30, 1997 was $951,092
compared to $779,638 for the same period during 1996.  The increase in
earnings for the six months ended June 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 six month period ended June 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 $.59 in the second quarter of 1997, an
increase of 18.0% over the $.50 earned during the second quarter of 1996.  For
the first six months of 1997, earnings per share were $1.18, an increase of
21.6%, as compared to $.97 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 June 30, 1997 to 1.25%, up from 1.19% in 1996.  For the six
months ended June 30, 1997 and 1996, the ROA was 1.28% and 1.18%,
respectively.  Return on average equity (ROE) measures the return on the
stockholders' investment.  The Holding Company's ROE was 14.39% for the three
months ended June 30, 1997 and 13.82% at June 30, 1996.  For the six months
ended June 30, 1997 compared to June 30, 1996, ROE was 14.69% and 13.27%,
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         Six months ended                 Years ended
                                            June 30,                  June 30,                    December 31,
                                     ----------------------    ---------------------    ----------------------------------
                                        1997         1996         1997         1996       1996         1995         1994
                                     ---------     --------    ---------    --------    ---------    ---------    --------
<S>                                  <C>           <C>         <C>          <C>         <C>          <C>          <C>  
SUMMARY OF OPERATIONS                                                                                               
   Total interest income             $   2,845     $  2,473    $   5,543    $  4,846    $  10,067    $   8,937    $  7,783
   Total interest expense                1,161          959        2,249       1,875        3,925        3,421       2,868
   Net interest income                   1,684        1,514        3,294       2,971        6,142        5,516       4,915
   Provision for loan losses                36           14           62          29           71           50          77
   Total other income                      148          138          316         270          550          720         725
   Total other expenses                  1,086        1,035        2,124       2,048        4,164        3,988       3,641
   Income before income taxes              710          603        1,424       1,164        2,457        2,198       1,922
   Net income                              474          405          951         780        1,644        1,470       1,288

PER SHARE DATA (1)                                                                                              
   Net income                        $    0.59     $   0.50    $    1.18    $   0.97    $    2.04    $    1.90        1.66
   Cash dividends declared (2)            0.20         0.19         0.40        0.35         0.71         0.54        0.58
   Book value per share                  16.51        14.80        16.51       14.80        15.69        15.10       13.37

AVERAGE BALANCE SHEET SUMMARY                                                                                   
   Total loans, net                  $  83,860     $ 72,389    $  81,855    $ 71,977    $  74,469    $  66,058    $ 56,991
   Investment securities                54,007       47,782       52,548      46,742       48,557       46,020      50,282
   Deposits - Interest Bearing         120,021      108,571      117,826     106,875      112,768      100,488      95,980
   Long-term debt                           --           --           --          --           --           --          44
   Stockholders' equity                 13,209       11,789       13,056      11,822       12,186       11,170      10,253
   Total Assets                        152,450      136,568      150,354     133,318      137,810      124,145     117,996

SELECTED RATIOS
   Return on average assets              1.25%        1.19%        1.28%       1.18%        1.19%        1.18%       1.09%
   Return on average equity             14.39%       13.82%       14.69%      13.27%       13.49%       13.16%      12.56%
   Average equity to average assets      8.66%        8.63%        8.68%       8.87%        8.84%        9.00%       8.69%
   Dividend payout ratio (1) (2)        33.90%       38.00%       33.90%      36.08%       34.80%       28.42%      34.94%
   Loan to Deposit ratio                64.57%       61.51%       64.57%      61.51%       64.19%       62.67%      58.32%
</TABLE>

<TABLE>
<CAPTION>
BALANCE SHEET                              June 30,                    December 31,
                                   ----------------------    ---------------------------------
                                     1997        1996           1996        1995       1994
                                   ----------  ----------    ----------  ---------  ----------
<S>                                <C>         <C>           <C>         <C>        <C>
   Investments                     $  54,086   $  48,937     $   50,440  $  45,996  $   45,551
   Loans                              86,143      74,021         80,417     72,006      61,667
   Other Assets                       10,392      14,740         13,689      9,953       9,445
                                   ----------  ---------     ----------  ---------  ----------
      Total Assets                 $ 150,621   $ 137,698     $  144,546  $ 127,955  $  116,663
                                   ==========  =========      =========  =========   =========
   Deposits                        $ 133,404   $ 120,336     $  125,271  $ 114,895  $  105,730
   Repurchase agreements               3,153       4,886          5,931        749         105
   Other Liabilities                     759         550            695        602         460
   Shareholders' Equity               13,305      11,926         12,649     11,709      10,368
                                   ----------  ---------     ----------  ---------  ----------
      Total Liabilities and                                                        
      Shareholders' Equity        $  150,621   $ 137,698     $  144,546  $ 127,955  $  116,663
                                    =========  =========      =========  =========   =========
</TABLE>

(1)  Adjusted for 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 June 30, 1997 and 1996 and for the six months ended June 30, 1997
and 1996, respectively.

          Net interest income increased $169,111 or 11.2%, during the three
month period ended June 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 $259,276 or 15.6% during
the three month period ended June 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 $133,762, or 19.2% for the three months
ended June 30, 1997 as compared to the same period in 1996 primarily due to
the increase in the average volume of investments. Interest expense increased
$202,599, or 21.1%, during the three month period ended June 30, 1997, as
compared to the same period in 1996 primarily due to the increase in the
average volume of time deposits. 

          For the six months ended June 30, 1997, net interest income
increased $323,116 or 10.9%, 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 six month period ended June 30, 1997 to the same period in 1996,
interest and fees on loans increased $414,712 or 12.6% 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 six months ended June 30, 1997, interest and dividends on investment
securities increased $252,695 or 18.6% as compared to the same period in 1996. 
Interest expense for the six months ended June 30, 1997 increased $374,556 or
20.0% 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 June 30, 1997, the provision for possible loan losses
was $36,000, compared to $14,400 at June 30, 1996.  Net charge offs were
approximately $17,000 and $3,000 for the three months ended June 30, 1997 and
1996, respectively.  For the six months ended June 30, 1997, the provision for
loan losses was $61,500 compared to $28,800 at June 30, 1996.  Net charge offs
were approximately $32,000 and $(4,000) for the six months ended June 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 $852,000 at June 30, 1997 and $1,138,000 at June 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 $12,601 or 13.7%, during the three months
ended June 30, 1997 as compared to the same period of the prior year.  For the
six months ended June 30, 1997, service charges increased $22,619 or 13.0% 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 six month periods ended June
30, 1997. Securities gains were $339 for the three month period ended June 30,
1996.  The gain on sale of securities during the three months ended June 30,
1996 was accounted for by a subsidiary bank.  For the six months ended June
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
June 30, 1997 and June 30, 1996.  Average balance sheet information as of June
30, 1997 and June 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 June 30, 1997 and 1996.


<TABLE>
<CAPTION>
                                                       For the Three                          For the Three
                                                       Months ended                           Months ended
                                                       June 30, 1997                          June 30, 1996
                                            ---------------------------------      ---------------------------------
                                             Average                 Average        Average                 Average
                                             Volume     Interest      Rate          Volume     Interest      Rate
                                            ---------   ---------   ---------      ---------   ---------   ---------
<S>                                         <C>         <C>          <C>           <C>         <C>          <C>   
ASSETS:                                               
Investment securities:                                
   U.S. Treasury and other U. S.                      
     Government agencies                    $  47,244   $     747       6.34%      $  41,584   $     612       5.92%
   Obligations of states and                          
     political subdivisions                     5,615          66       4.71%          4,536          58       5.14%
   Other securities                             1,148          18       6.29%          1,662          28       6.78%
   Interest bearing deposits                      440           6       5.47%          3,059          38       5.00%
Federal funds sold                              6,347          88       5.56%          5,791          77       5.35%
Loans, net of unearned income                  83,860       1,920       9.18%         72,389       1,660       9.22%
                                            ---------   ---------   ---------      ---------   ---------   ---------
   Total interest earning assets              144,654       2,845       7.89%        129,021       2,473       7.71%
                                                      
Cash and due from banks                         4,020                                  4,109
Bank premises and equipment                     3,196                                  3,415
Other assets                                    1,761                                  1,198
Allowance for possible loan losses             (1,181)                                (1,175)
                                            ---------                              ---------                     
   Total Assets                             $ 152,450                              $ 136,568
                                            =========                              =========
LIABILITIES                                           
Certificates of deposit                     $  54,806   $     720       5.27%      $  45,014   $     554       4.95%
Savings deposits                               40,638         260       2.57%         39,956         247       2.49%
Interest bearing demand deposits               24,577         130       2.12%         23,601         127       2.16%
Federal funds purchased and                           
   Repurchase agreements                        5,312          51       3.85%          3,594          31       3.47%
Long-term debt                                      -           -          -               -           -           -
                                            ---------   ---------   ---------      ---------   ---------   ---------
   Total interest bearing liabilities         125,333       1,161       3.72%        112,165         959       3.44%
Demand deposits                                13,005                                 11,982
Other liabilities                                 903                                    632
                                            ---------                              ---------                    
   Total Liabilities                          139,241                                124,779
SHAREHOLDERS' EQUITY                           13,209                                 11,789
                                            ---------                              ---------
   Total Liabilities                                  
      and Shareholders' Equity              $ 152,450                              $ 136,568
                                            =========                              =========    
Net interest revenue as a percentage of
   average earning assets                               $   1,684       4.67%                  $   1,514       4.72%
                                                        =========   =========                  =========   =========
</TABLE>

<PAGE>
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 June 30,
1997 and 1996, respectively.  The effect of this adjustment is presented below
(in thousands).

<TABLE>
<S>                                         <C>         <C>         <C>            <C>         <C>         <C>
   Obligations of states and
     political subdivisions:
     Investment securities                  $   5,615   $     110       7.86%      $   4,536   $      97       8.60%
     Loans                                     83,860       1,939       9.27%         72,389       1,677       9.32%
                                            =========   =========   =========      =========   =========   =========
   Total interest earning assets            $ 144,654   $   2,908       8.06%      $ 129,021   $   2,529       7.88%
                                            =========   =========   =========      =========   =========   =========
 
   Net interest revenue as a percentage
     of average earning assets                          $   1,747       4.84%                  $   1,570       4.89%
                                                        =========   =========                  =========   =========
</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 six months ended
June 30, 1997 and June 30, 1996 and the year ended December 31, 1996.  Average
balance sheet information as of June 30, 1997 and June 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 six
month periods ended June 30, 1997 and 1996.

<TABLE>
<CAPTION>

                                             For the Six                                                 For the Six  
                                             Months ended                                                Months ended
                                             June 30, 1997               December 31, 1996               June 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               $ 45,753  $  1,436     6.33%   $ 42,203  $  2,501     5.93%   $ 40,426  $  1,180     5.87%
 Obligations of states and                                                                                                        
   political subdivisions               5,638       137     4.90%      4,869       247     5.07%      4,597       118     5.16%
 Other securities                       1,157        36     6.27%      1,485       101     6.80%      1,719        59     6.90%
 Interest bearing deposits                924        24     5.24%      1,556        81     5.21%      1,844        48     5.23%
Federal funds sold                      7,280       194     5.37%      5,590       295     5.28%      5,302       140     5.31%
Loans, net of unearned income          81,855     3,716     9.15%     74,469     6,842     9.19%     71,977     3,301     9.22%
                                     --------  --------  --------   --------  --------  --------   --------  --------  --------
 Total interest earning assets        142,607     5,543     7.84%    130,172    10,067     7.73%    125,865     4,846     7.74%
                                                                                                                       
Cash and due from banks                 4,031                          4,000                          3,957        
Bank premises and equipment             3,219                          3,313                          3,301        
Other assets                            1,671                          1,496                          1,364        
Allowance for possible loan losses     (1,174)                        (1,171)                        (1,169)       
                                     --------                       --------                       --------              
 Total Assets                        $150,354                       $137,810                       $133,318
                                     ========                       ========                       ========

LIABILITIES                                                                                            
Certificates of deposit              $ 53,633  $  1,392     5.23%   $ 45,579  $  2,286     5.02%   $ 42,924  $  1,070     5.01%
Savings deposits                       39,344       493     2.53%     39,594       997     2.52%     40,592       514     2.55%   
Interest bearing demand deposits       24,849       261     2.12%     23,880       515     2.16%     23,359       254     2.19%
Federal funds purchased and                                                                                            
   Repurchase agreements                5,733       103     3.62%      3,715       127     3.42%      2,180        37     3.41%
                                     --------  --------  --------   --------  --------  --------   --------  --------  --------
 Total interest bearing liabilities   123,559     2,249     3.67%    112,768     3,925     3.48%    109,055     1,875     3.46%
Demand deposits                        12,858                         12,128                         11,792
Other liabilities                         881                            728                            649
                                     --------                       --------                       --------
 Total Liabilities                    137,298                        125,624                        121,496
SHAREHOLDERS' EQUITY                   13,056                         12,186                         11,822
                                     --------                       --------                       --------
 Total Liabilities                                                                                     
    and Shareholders' Equity         $150,354                       $137,810                       $133,318
                                     ========                       ========                       ========
                                                                                                      
Net interest revenue as a percentage of                                                               
 average earning assets                        $  3,294     4.66%             $  6,142     4.72%             $  2,971     4.75%
                                               ========  ========             ========  ========             ========  ========
</TABLE>

The fully taxable equivalent basis of interest income from obligations of
statesand political subdivisions has been determined using a combined Federal
andState corporate income tax rate of 40% for the six months ended June 30,
1997and 1996 and the year ended December 31, 1996. respectively.  The effect
of thisadjustment is presented below (in thousands).

<TABLE>
<S>                                <C>       <C>       <C>     <C>       <C>       <C>     <C>       <C>      <C> 
 Obligations of states and
   political subdivisions:
    Investment securities          $  5,638  $    228   8.17%  $  4,869  $    412   8.46%  $  4,597  $   197  8.60%
    Loans                            81,855     3,752   9.24%    74,469     6,912   9.28%    71,977    3,335  9.32%
                                   ========  ========  ======  ========  ========  ======  ========  =======  ===== 
 Total interest earning assets     $142,607  $  5,670   8.02%  $130,172  $ 10,302   7.91%  $125,865  $ 4,959  7.92%
                                   ========  ========  ======  ========  ========  ======  ========  =======  =====

Net interest revenue as a percentage
 of average earning assets                   $  3,421   4.84%            $ 6,377    4.90%            $ 3,084  4.93%
                                             ========  ======            ========  ======            =======  =====
</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 June 30, 1997 other operating income was $42,968, a decrease of $3,153
or 6.8% over the same period in 1996.  The decrease during the three month
period was primarily the result of a membership rebate from an insurance
carrier which was received during the second quarter of 1996.  For the six
month period ended June 30, 1997, other operating income was $119,678, an
increase of $22,242 or 22.8%, 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 June 30, 1997, salary and employee benefits
increased $48,485 or 9.3% as compared to the same period of the prior year. 
For the six month period ended June 30, 1997, as compared to the same period
in 1996, salary and employee benefits increased $104,101 or 10.0%.  The
increase in salary and benefits was primarily due to the hiring of additional
personnel by a subsidiary bank and normal annual merit adjustments in
salaries.

  During the second quarter of 1997, net occupancy and equipment expense
decreased $11,371 or 5.3% as compared to the same period in the prior year. 
For the six month period ended June 30, 1997, net occupancy and equipment
expenses decreased $19,622 or 4.7%, as compared to the same period in 1996. 
The decrease was primarily the result of an overall decrease in equipment 
and occupancy expenses.

   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
$13,002 or 4.3%, for the three month period ended June 30, 1997 as compared to
the same period in the prior year. The increase was primarily due to increases
in general operating expenses.  For the six months ended June 30, 1997, other
operating expenses decreased $8,445 or 1.4% as compared to the same period in
1996.  

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

   Income tax expense for the three month period ended June 30, 1997 was
$235,506, and increase of $37,296 over the same period in 1996.  The increase
was primarily due to the increase in pre-taxable income of $106,504.  For the
six month period ended June 30, 1997, income tax expense was $472,988, an
increase of $88,500 over the same period in 1996.  The increase was primarily
due to the increase in pre-taxable income of $259,954.

   For federal income tax purposes, tax-exempt income is based on qualified
state, county, and municipal bonds and loans. Tax-exempt income was $95,306
and $82,969 for the three month period ended June 30, 1997 and 1996,
respectively. For the six month period ended June 30, 1997 and 1996, tax
exempt income was `190,340 and $168,313, respectively.

   Federal income tax rates were consistent at 34% for the quarter ended June
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 $5,149,384 or 10.5%
from $48,936,926 at June 30, 1996, to $54,086,310 at June 30, 1997.  The 
increase in investment securities was attributed primarily to the increased
deposit growth from June 30, 1996 to June 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 89.8% of total securities at June 30,
1997, as compared to 90.2% at June 30, 1996.  The corporation does not have
any issues in the investment portfolio which exceed 10% of stockholders'
equity as of June 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.

     Effective January 1, 1994, the Holding Company adopted the provisions of
Statement of Financial Accounting Standards (FAS) No. 115 "Accounting for
Certain Investments in Debt and Equity Securities".  Under FAS No. 115,
investment securities in the portfolio are classified as either available for
sale or held to maturity.  FAS 115 requires banks to classify debt and equity
securities into one of three categories: held to maturity, available for sale,
or trading.  The corporation does not currently conduct short term purchase
and sale transactions of investment securities which would be classified as
trading securities.  The initial determination of investments classified as
available for sale was based principally on the corporation's asset liability
position and potential liquidity needs.

     Investment securities that are classified available for sale are
available for sale at any time based upon management's assessment of changes
in economic or financial market conditions.  These securities are carried at
market value and the unrealized holding gains and losses, net of taxes, are
reflected as a separate component of stockholders' equity until realized.
Investment securities held to maturity are securities purchased with the
intent and ability to hold until their maturity.  Securities classified as
held to maturity are carried at cost, adjusted for amortization of premiums
and  accretion of discounts. In classifying debt securities as available for
sale,  management generally selected securities with actual maturities of two
years or less.  All other debt securities were classified as held to maturity. 
All equity securities were classified as available for sale.  Accordingly, the
presentation of investment securities on the Consolidated Balance Sheet shows
securities classified as available for sale and held to maturity as of June
30, 1997 and June 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 June 30, 1997 and 1996 and at December
31, 1996 are as follows
(in thousands)  (Unaudited):

<TABLE>
<CAPTION>
                                            June 30,     December 31,     June 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          $      500     $      800     $      800
  Obligations of states                                             
        and political subdivisions              5,022          4,764          4,317
                                           ----------     ----------     ----------
            Total held to maturity         $    5,522     $    5,564     $    5,117
                                           ----------     ----------     ----------
                                                               
  Securities available for sale :                              
  U.S. Treasury securities and                                 
        obligations of U.S. Government                         
        corporations and agencies              42,845     $   39,495     $   39,897
  Obligations of states                             
        and political subdivisions                509            507            499
  Corporate debt securities                       508            614          1,077
  Mortgage-backed securities                    4,080          3,741          1,841
  Equity Securities                               622            519            506
                                           ----------     ----------     ----------
            Total available for sale           48,564         44,876         43,820
                                           ----------     ----------     ----------
            Total                          $   54,086     $   50,440     $   48,937
                                           ==========     ==========     ==========
</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 June 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>
                                                 June 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                 $     -          -%   $ 6,785       6.19%   $     -         -%    $ 6,714       5.74% 
  After One But                                                                                                       
     Within Five Years                500       5.03     33,561       6.33        800       5.02     29,280       6.27
  After Five But                                                                                                      
     Within Ten Years                   -          -      2,499       7.14          -          -      3,501       6.83
  After Ten Years                       -          -          -          -          -          -          -          -
                                  -------    -------    -------    -------    -------    -------    -------    -------
                                      500       5.03     42,845       6.36        800       5.02     39,495       6.23

States & Political Subdivisions

  Within One Year                     339       6.11          -          -        200       7.57          -          -
  After One But                                                                                 
     Within Five Years              2,742       7.13          -          -      2,723       7.53          -          -
  After Five But                                                                                        
     Within Ten Years               1,778       7.59        509       7.55      1,678       7.89        507       7.58
  After Ten Years                     163       7.72          -          -        163       7.72          -          -
                                  -------    -------    -------    -------    -------    -------    -------    -------
                                    5,022       7.24        509       7.55      4,764       7.66        507       7.58

Corporate Debt Securities

  Within One Year                       -          -        300       8.04          -          -        404       7.60
  After One But                                                                                                                
     Within Five Years                  -          -        208       7.85          -          -        210       7.78
                                  -------    -------    -------    -------    -------    -------    -------    -------
                                        -          -        508       7.96          -          -        614       7.66
                                                                                                                                
Mortgage-Backed Securities              -          -      4,080       7.00          -          -      3,741       6.95 
                                                                                                              
Equity Securities                       -          -        622       5.22          -          -        519       6.15

                                  -------    -------    -------    -------    -------    -------    -------    -------
  Total                           $ 5,522       7.04%   $48,564       6.42%   $ 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
------------------------------------------------------------------------------
 
Investments - continued
-----------------------

     In November, 1995, the Financial Accounting Standards Board (FASB) issued
implementation guidance on accounting for investment securities on FAS No.
115. Effective November 15, 1995 the FASB permitted a one time opportunity for
financial  institutions to reassess the appropriateness of the classifications
of all its investment securities.  Financial institutions were allowed to
transfer securities from their held to maturity portfolio to their available
for sale portfolio before calendar year end 1995, without calling into
question their intent to hold other securities to maturity.  As a result,
investment securities with an amortized cost of $18,411,939 and unrealized
loss of $112,961 were transferred from the held to maturity category to the
available for sale category in December, 1995.  As of June 30, 1997 and June
30, 1996, the corporation had approximately 90% of the investment portfolio
classified as available for sale, while 10% 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 corporation has reduced the carrying value of
securities available for sale by $83,705 at June 30, 1997 and by $373,405 at
June 30, 1996.  The market value of securities classified as held to maturity
was above book value by $27,594 at June 30, 1997 and below book value by
$13,308 at June 30, 1996. 

Loans
-----

     Loans increased as of June 30, 1997 as compared to June 30, 1996 as loans
outstanding increased $12,122,099 or 16.4%, to $86,142,661.  The loan growth
can be attributed primarily to increases in commercial loans, installment
loans and residential real estate loans which increased approximately
$5,940,000, $4,690,000, and $1,698,000, respectively.  Expansion of local
businesses in the area contributed to the increase in commercial loans.  Loan
growth was funded principally through the increase in deposits.  The loan to
deposit ratio at June 30, 1997 was 64.6% which was higher than the 61.5%
reported at June 30, 1996. Management recognizes that future earnings growth
depends upon increasing the loan to deposit ratio.

     Real estate residential loans which include real estate construction,
real estate farmland, and real estate residential loans comprise thirty-six
percent (36%) 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-three percent (23%) 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 June 30, 1996 to June
30, 1997 were a 1% increase in commercial loans, a 2% increase in installment
loans, and a 3% 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 25.1% to $852,000 at June 30, 1997
as compared to $1,138,000 at June 30, 1996.  Loans classified as non-accrual
increased $31,000 to $304,000 or .4% of total loans as of June 30, 1997, as
compared to $273,000 or .4% of total loans at June 30, 1996. There were no
loans classified as renegotiated as of June 30, 1997 and 1996, respectively. 
The loans past due 90 days or more decreased $317,000 to $499,000 at June 30,
1997 as compared to $816,000 at June 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) :

                                          June 30,            December 31,
                                -------------------------     ----------
                                   1997            1996           1996
                                           
Real Estate - Residential                  
Real estate-construction        $      357     $      265     $      418
Real estate-farmland                   125             14             12
Real estate-residential             30,248         28,753         28,920
                                ----------     ----------     ----------
                                $   30,730     $   29,032     $   29,350
                                ----------     ----------     ----------
                                           
     Commercial                            
Real estate-secured by                     
   nonfarm, nonresidential      $   22,068     $   19,223     $   21,145
Commercial & industrial             11,020          7,925         10,338
                                ----------     ----------     ----------
                                $   33,088     $   27,148     $   31,483
                                ----------     ----------     ----------
                                           
     Installment                           
Installment and other                      
   loans to individuals         $   20,131     $   15,441     $   17,379
                                ----------     ----------     ----------
                                           
       Others                              
Nonrated industrial                        
   development obligations      $    2,045     $    1,779     $    1,593
Direct Financing Leases                206            412            334
Other loans                             39            295            368
                                ----------     ----------     ----------
                                $    2,290     $    2,486     $    2,295
                                ----------     ----------     ----------
                                           
                                           
Total                               86,239         74,107         80,507
Less unearned interest                  96             86             90
                                ----------     ----------     ----------
                                $   86,143     $   74,021     $   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 June 30, 1997
and December 31, 1996 (in thousands) (Unaudited):

                                              June 30, 1997      
                                ----------------------------------------
                                               After one                
                                   In one     Year Through      After    
                                Year or Less   Five Years     Five Years
                                ------------   ----------     ----------
  Commercial                    $    698        $  7,305        $  3,017  
  Real Estate - construction         332              25               -    
                                --------        --------        -------- 
     Total                      $  1,030        $  7,330        $  3,017  
                                ========        ========        ======== 

                                            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 June 30, 1997 and December 31, 1996 along with the contractual maturities
of loans other than installment loans and residential mortgages (in thousands)
(Unaudited):
                                              June 30, 1997      
                                ----------------------------------------
                                               After one                
                                   In one     Year Through      After    
                                Year or Less   Five Years     Five Years
                                ------------   ----------     ----------

  Fixed Rates                   $    746        $  6,608        $  1,031
  Variable Rates                     284             722           1,986
                                --------        --------        -------- 
     Total                      $  1,030        $  7,330        $  3,017
                                ========        ========        ======== 

                                            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):


                                      June 30,        December 31,
                                 -----------------    ------------
                                   1997      1996          1996

Past Due 90 Days or More:
  Real Estate - residential      $   304   $   162       $    250
  Commercial                         139       621              2
  Installment                         56        33             48
                                 -------   -------       --------
                                 $   499   $   816       $    300
                                 -------   -------       --------
Renegotiated:
  Real Estate - residential      $     -   $     -       $      -
  Commercial                           -         -              -
  Installment                          -         -              -
                                 -------   -------       --------
                                 $     -   $     -       $      -
                                 -------   -------       --------
Non-accrual:
  Real Estate - residential      $   120   $    28       $     26
  Commercial                         170       191            299
  Installment                         14        54             28
                                 -------   -------       --------
                                 $   304   $   273       $    353
                                 -------   -------       --------

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

Total non-performing assets      $   852   $ 1,138       $    702 
                                 =======   =======       ========

Total non-performing assets 
   to total loans and 
   other real estate                0.99%     1.54%          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 $9,200 and
$9,000 for the periods ended June 30, 1997 and 1996, respectively.  As of June
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 $ 32,000 and $(4,000) at June
30, 1997 and 1996, respectively.  The net charge offs during the six month
period ended June 30, 1997 were primarily consumer loans.  The provision for
loan losses increased to $36,000 during the three months ended June 30, 1997,
from $14,400 during the same period of the prior year.  The allowance for
possible loan losses represented 1.4% and 1.6% of loans outstanding as of June
30, 1997 and June 30, 1996, respectively.  The ratio of loan losses to average
outstanding loans at June 30, 1997 was .04% compared to (.01)% for June 30,
1996.  The ratio of non-accrual loans plus loans delinquent more than 90 days
to total loans was .9% and 1.5% at June 30, 1997 and June 30, 1996,
respectively.  Net loan charge-offs were 2.7% and (.3)% of the allowance for
loan losses as of June 30, 1997 and June 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
                                       -----------------------------------
                                             June 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                   -          -              35
  Commercial                                  1          -               -
  Installment                                39         11              49
                                       --------   --------      ----------
                                             40         11              84

Recoveries:
  Real Estate - residential                   -          -               -
  Commercial                                  3          1               1
  Installment                                 5         14              24
                                       --------   --------      ----------
                                              8         15              25


Net Charge-offs                              32         (4)             59 

Additions Charged to Operations              62         29              70
                                       --------   --------      ----------

Balance at end of period:             $   1,190  $   1,182      $    1,160
                                       ========   ========      ==========

Average Loans Outstanding             $  83,860  $  71,977      $   74,469
                                       ========   ========      ==========

Ratio of net charge-offs
   to Average loans
   outstanding for the period               .04%      -.01%           .08%

Ratio of the Allowance for Loan 
  Losses to Loans Outstanding for 
  the period                               1.38%      1.60%          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 six
month period ended June 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>
                     June 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    $   192     35.6%   $   192     36.5%  $   215     39.9%  $   216     43.1%  $   216     43.1%  $   190     38.3%
Commercial           621     38.4        619     39.1       618     36.5       420     34.7       382     35.9       353     38.8
Installment          326     23.3        298     21.6       265     20.0       260     19.3       248     17.6       157     18.9
Others                20      2.7         20      2.8        20      3.6        20      2.9        20      3.4        20      4.0
Unallocated           31        -         31        -        31        -        31        -        30        -        30        -
                 -------  -------    -------  -------   -------  -------   -------  -------   -------  -------   -------  -------
Total            $ 1,190    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>
                                                 June 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            $  3,457      $    815      $  3,094      $  3,067      $10,433

<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       Six months ended      Year Ended
                                                     June 30,                June 30,         December 31,
                                               -------------------     -------------------     --------
                                                 1997       1996         1997       1996         1996
                                               --------   --------     --------   --------     --------
<S>                                            <C>          <C>        <C>        <C>          <C>
Return on Assets :
     (Net income / Average Total Assets)           1.25%        1.19%      1.28%      1.18%        1.19%

Return on Equity :
     (Net income /
       Average Shareholders Equity)               14.39%       13.82%     14.69%     13.27%       13.49%

Dividend Payout Ratio :
     (Dividend Declared Per Share /
       Net Income Per Share)                      33.90%       38.00%     33.90%     36.08%       34.80%

Equity to Asset Ratio :
     (Average Equity / Average Total Assets)       8.66%        8.63%      8.68%      8.87%        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 $133.4 million at June
30, 1997 as compared to $120.3 million at June 30, 1996, an increase of 10.9%. 
Deposit growth increased primarily in time deposits.  Time deposits grew by
$9.2 million or 20.2% at June 30, 1997 as compared to June 30, 1996.  Special
promotions offered by the subsidiary banks have contributed to the growth in
time deposits.   As reflected in Table 3, average rates paid on interest
bearing deposit accounts increased to 3.7% during the six month period of 1997
as compared to 3.5% during the same period of the prior year.  

     The increase in time deposits resulted in a change in the deposit mix
during the second quarter of 1997 as compared to the same period of the  prior
year.  At June 30, 1997, non-interest bearing demand deposits comprised 9.4%
of total deposits and interest bearing deposits which include NOW, money
market, savings and time deposits comprised 90.6% of total deposits.  The
changes in the deposit mix from June 30, 1996 to June 30, 1997 were a 1%
decrease in noninterest bearing demand deposits and a 1% increase in interest
bearing deposits.


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

     Repurchase agreements represent short-term borrowings, usually overnight
to 30 days.  Repurchase agreements were $3,153,100 at June 30, 1997, a
decrease of $1,732,512, as compared to June 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 June 30, 1996 to June 30, 1997, stockholders' equity 
increased 10.0%, entirely from current earnings after quarterly dividends, and
increased 1.5% 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 June 30, 1997, as compared to 8.7% at
June 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 June 30, 1997, June 30, 1996, and December 31, 1996:

                                              June 30,        Dec. 31
                                          --------------      ------
Ratio                       Minimum        1997    1996        1996
----------------------      -------       ------  ------      ------

  Leverage Ratio              3%            8.57     8.92        8.63
  Risk Based Capital                                                 
    Tier 1 (core)             4%           14.56    15.14       14.74
    Tier 2 (total)            8%           15.81    16.35       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.

Interest Rate Risk
------------------

     Changes in interest rates can affect the level of income of a financial
institution depending on the repricing characteristics of its assets and
liabilities.  This is termed interest rate risk. If a financial institution is
asset sensitive, more of its assets will reprice in a given time frame than
liabilities.  This is a favorable position in a rising rate environment and
would enhance income.  If an institution is liability sensitive, more of its
liabilities will reprice in a given time frame than assets.  This is a
favorable position in a falling rate environment.  Financial institutions
allocate significant time and resources to managing interest rate risk because
of the impact that changes in interest rates can have to earnings.

     The initial step in the process of maintaining a corporation's interest
rate sensitivity involves the preparation of a basic "gap" analysis of earning
assets and interest bearing liabilities as reflected in the following table. 
The analysis measures the difference or the "gap" between the amount of assets
and liabilities repricing within a given time period.  This information is
used to manage a corporation's asset and liability positions.  Management uses
this information as a factor in decisions made about maturities of investment
of cash flows, classification of investment securities purchases as
available-for-sale or held-to-maturity, emphasis of variable rate or fixed
rate loans and short or longer term deposit products in marketing campaigns,
and deposit account pricing to alter asset and liability repricing
characteristics.  The overall objective is to minimize the impact to the
margin of any significant change in interest rates.

     The information presented in the following Interest Rate Risk table
contains assumptions and estimates used by management in determining repricing
characteristics and maturity distributions.  As noted in the following table,
the cumulative gap at one year is approximately $(18,750,000), which indicates
the corporation's interest bearing liabilities are more than earning assets at
June 30, 1997.  As the table presented is as of a point in time and conditions
change on a daily basis, any conclusions made may not be indicative of future
results.

                                       26
<PAGE>
 
                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------

Interest Rate Risk - continued
------------------------------
 
Interest Rate Risk Table  - June 30, 1997

<TABLE>
<CAPTION>
                                    (less                          (greater      Non-
                                    than) 3   3 - 12      1 - 3     than)3     Interest
                                    Months    Months      Years     Years      Bearing     Total
                                   --------  --------    --------  --------    --------  --------
<S>                                <C>       <C>         <C>       <C>         <C>        <C>
ASSETS:
Fed Funds Sold                     $  1,986  $      -    $      -  $      -    $      -  $  1,986
Investments                           4,123     7,880      19,875    22,208                54,086
Loans                                 7,946    15,553      26,276    36,025         343    86,143
Other Assets                             81                                       9,515     9,596
Allowance for Loan                                                                      
 and Lease Losses                                                                (1,190)   (1,190)
                                   --------  --------    --------  --------    --------  --------
                                                                                        
TOTAL ASSETS:                      $ 14,136  $ 23,433    $ 46,151  $ 58,233    $  8,668  $150,621
                                   ========  ========    ========  ========    ========  ========
 
 
NOW                                $  1,102  $  3,302    $  3,440  $ 14,141    $         $ 21,985
MMDA                                  8,244                                                 8,244
SAVINGS                               2,511     7,510       6,822    18,921                35,764
CD's (less than) 100,000              9,224    13,907      10,840    10,417                44,388
CD's (greater than) 100,000           3,457     3,909       2,293       774                10,433
Demand Deposits                                                                  12,590    12,590
Other Liabilities                                                                   759       759
Repurchase Agreements                 3,153                                                 3,153
Stockholders' Equity                                                             13,305    13,305
                                   --------  --------    --------  --------    --------  --------
 
TOTAL LIABILITIES
    AND CAPITAL:                   $ 27,691  $ 28,628    $ 23,395  $ 44,253    $ 26,654  $150,621
                                   ========  ========    ========  ========    ========  ========
GAP                                 (13,555)   (5,195)     22,756    13,980     (17,986)
GAP/ Total Assets                    (9.00%)   (3.45%)     15.11%     9.28%     (11.94%)
Cumulative GAP                      (13,555)  (18,750)      4,006    17,986           0
Cum. GAP/Total Assets                (9.00%)  (12.45%)      2.66%    11.94%        0.00%
</TABLE>

The above analysis contains repricing and maturity assumptions and estimates
used by management.

                                       27
<PAGE>
 
                       First West Virginia Bancorp, Inc.
      Management's Discussion and Analysis of the Financial Condition and
                     Results of Holding Company Operations
------------------------------------------------------------------------------


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
$48,564,245 classified as available for sale at June 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
June 30, 1997, Progressive Bank, N.A. and Progressive Bank, N.A.- Buckhannon,
had a maximum borrowing capacity (MBC) amounting to $18,949,000 and
$5,722,000, 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 June 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 June 30, 1997, there were no borrowings
outstanding pursuant to these agreements.

     At June 30, 1997 and June 30, 1996, the Holding Company had outstanding
loan commitments and unused lines of credit totaling $9,608,000 and
$6,408,000, respectively.  As of June 30, 1997, management placed a high
probability for required funding within one year of approximately $7,294,000. 
Approximately $2,077,000 is principally unused home equity and credit card
lines on which management places a low probability for required funding.

                                       28
<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

                                       29
<PAGE>
 
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 June 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 June 30,
1997.


(c)      Exhibits
         --------
 
     The exhibits listed in the Exhibit Index on page 32 of this FORM 10-Q are
incorporated by reference and/or filed herewith.

                                       30
<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:  July 29, 1997

                                       31
<PAGE>
 
EXHIBIT INDEX

   The following exhibits are filed herewith and/or are incorporated herein by
reference.

Exhibit
Number    Description
-------   -----------

10.1      Employment Contract dated January 2, 1997 between
          First West Virginia Bancorp, Inc. and  Ronald L. Solomon. 
          Incorporated herein by reference.

10.2      Employment Contract dated January 2, 1997 between
          First West Virginia Bancorp, Inc. and  Charles K. Graham. 
          Incorporated herein by reference.

10.3      Lease dated July 20, 1993 between Progressive Bank, N.A., formerly 
          known as "First West Virginia Bank, N.A.", and Angela I. Stauver.
          Incorporated herein by reference.

10.4      Lease dated March 26, 1992 between First West Virginia Bancorp, Inc. 
          and the estate of Thomas L. Stockert, Jr., and the Tom Stockert
          Corporation.  Incorporated herein by reference.

10.5      Lease dated February 1, 1989 between First West Virginia Bancorp, 
          Inc. and Progressive Bank, N.A. -Bellaire, formerly known as         
          "Farmers and Merchants National Bank in Bellaire."  Incorporated
          herein by reference.

10.6      Banking Services License Agreement dated October 26, 1994 between 
          Progressive Bank, N.A., formerly known as "First West Virginia Bank,
          N.A.", and The Kroger Co. Incorporated herein by reference.

10.7      Lease dated November 14, 1995 between Progressive Bank, N.A.
          Buckhannon and First West Virginia Bancorp, Inc and O.V. Smith
          & Sons of Big Chimney, Inc.  Incorporated herein by reference.

11.1      Statement regarding computation of per share earnings.
          Filed herewith and incorporated herein by reference.

13.3      Summarized Quarterly Financial Information.
          Filed herewith and incorporated herein by reference.

15        Letter re unaudited interim financial information.  Incorporated 
          herein by reference. See Part 1, Notes to Consolidated Financial
          Statements

19        Report furnished to security holders.  Filed herewith and          
          incorporated herein by reference.

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