SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K


[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities and
     Exchange Act of 1934 for the fiscal year ended December 31, 1999 or


[_]  Transition Report Pursuant to Section 13 or 15(d) of the Securities and
     Exchange Act of 1934 for the transition period from ____________ to
     ____________

Commission file number 0-12724

BELMONT BANCORP.

             (Exact name of registrant as specified in its charter)

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

   325 Main Street, Bridgeport, Ohio                       43912
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:  (740) 695-3323

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

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

                                              Name of each exchange on
       Title of each class                    which registered
  -----------------------------               ------------------------
  Common stock, $0.25 par value               NASDAQ Small Cap Market


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

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

State the aggregate market value of the voting stock held by nonaffiliates of
the registrant at April 6, 2000: $14,728,000

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 5,236,534 shares

                   Documents Incorporated by Reference: None.


                                       1
<PAGE>


                                     PART I

     The data presented herein should be read in conjunction with the audited
Consolidated Financial Statements incorporated by reference.


ITEM 1-BUSINESS

BELMONT BANCORP.

     Belmont Bancorp., ("Company"), is a bank holding company which was
organized under the laws of the State of Ohio in 1982. On April 4, 1984, Belmont
Bancorp. acquired all of the outstanding capital stock of Belmont National Bank
(formerly Belmont County National Bank), a banking corporation organized as a
national banking association. Belmont National Bank provides a variety of
financial services. In addition to Belmont National Bank, the Company owns
Belmont Financial Network, Inc., a non-bank subsidiary ("BFN").

BELMONT NATIONAL BANK

     Belmont National Bank resulted from the merger on January 2, 1959, of the
First National Bank of St. Clairsville, and the First National Bank of
Bridgeport. Both banks were organized as national associations prior to 1900.
Belmont National Bank operates through a network of thirteen branches located in
Belmont, Harrison and Tuscarawas Counties in Ohio and Ohio County in West
Virginia. The main office is located in the Woodsdale section of Wheeling, West
Virginia. In addition to its main office in West Virginia, the Bank operates a
branch in the Elm Grove section of Wheeling. Branch locations in Belmont County,
Ohio include St. Clairsville, Bridgeport, Lansing, Shadyside, Ohio Valley Mall,
Bellaire and Plaza West, St. Clairsville. The Harrison County branch is located
in Cadiz, Ohio. Branches in Tuscarawas County are located in New Philadelphia,
Ohio. The three New Philadelphia offices were acquired on October 2, 1992, when
Belmont National Bank acquired the deposits and loans of these offices from
Diamond Savings and Loan.

     Belmont National Bank provides a wide range of retail banking services to
individuals and small to medium-sized businesses. These services include various
deposit products, business and personal loans, credit cards, residential
mortgage loans, home equity loans, and other consumer oriented financial
services including IRA and Keogh accounts, safe deposit and night depository
facilities. Belmont National Bank also owns automatic teller machines located at
branches in Bellaire, Bridgeport, Woodsdale, Elm Grove, Cadiz, the Ohio Valley
Mall, Plaza West and New Philadelphia providing 24 hour banking service to our
customers. Belmont National Bank belongs to MAC, a nationwide ATM network with
thousands of locations nationwide. Belmont National Bank offers a wide variety
of fiduciary services. The trust department of the Bank administers pension,
profit-sharing, employee benefit plans, personal trusts and estates.

BELMONT FINANCIAL NETWORK

     On July 1, 1985, Belmont formed a subsidiary corporation, Belmont Financial
Network, Inc. BFN serves as a community development corporation by investing in
low income housing projects that provide low income and historic tax credits


 SUPERVISION AND REGULATION

     Belmont is supervised and examined by the Board of Governors of the Federal
Reserve system under the Bank Holding Company Act of 1956, as amended (the "BHC
Act"). The BHC Act requires the prior approval of the Federal Reserve Board for
a bank holding company to acquire or hold more than a 5% voting interest in any
bank, and restricts interstate banking activities. The BHC Act allows interstate
branching by acquisitions and consolidation in those states that have not opted
out by January 1, 1997.


                                       2
<PAGE>


     The BHC Act restricts Belmont's nonbanking activities to those which are
determined by the Federal Reserve Board to be closely related to banking and a
proper incident thereto. The BHC Act does not place territorial restrictions on
the activities of nonbank subsidiaries of bank holding companies. Belmont's
banking subsidiary is subject to limitations with respect to transactions with
affiliates.

     The enactment of the Graham-Leach-Bliley Act of 1999 (the "GLB Act")
represents a pivotal point in the history of the financial services industry.
The GLB Act sweeps away large parts of a regulatory framework that had its
origins in the Depression Era of the 1930s. Effective March 1, 2000, new
opportunities will be available for banks, other depository institutions,
insurance companies and securities firms to enter into combinations that permit
a single financial services organization to offer customers a more complete
array of financial products and services. The GLB Act provides a new regulatory
framework for regulation through the financial holding company which will have
as its umbrella regulator the Federal Reserve Board. Functional regulation of
the financial holding company's separately regulated subsidiaries will be
conducted by their primary functional regulator. The GLB Act makes compliance
with the Community Reinvestment Act by insured depository institutions and their
financial holding companies a condition for them to engage in new financial
activities. The GLB Act provides a federal right to privacy of non-public
personal information of individual customers.

     The Bank's deposits are insured by the Federal Deposit Insurance
Corporation ("FDIC"). As a national bank, Belmont National Bank is supervised
and examined by the Office of the Comptroller of the Currency.

     A fundamental principle underlying the Federal Reserve's supervision and
regulation of bank holding companies is that bank holding companies should be a
source of managerial and financial strength to their subsidiary banks.
Subsidiary banks in turn are to be operated in a manner that protects the
overall soundness of the institution and the safety of deposits. Bank regulators
can take various remedial measures to deal with banks and bank holding companies
that fail to meet legal and regulatory standards.

     The 1989 Financial Reform, Recovery and Enforcement Act expanded federal
regulatory enforcement powers. The Federal Deposit Insurance Corporation
Improvement Act of 1991 created five capital-based supervisory levels for banks
and requires bank holding companies to guarantee compliance with capital
restoration plans of undercapitalized insured depository affiliates.

     The monetary policies of regulatory authorities, including the Federal
Reserve Board and the FDIC, have a significant effect on the operating results
of banks and bank holding companies. The nature and future monetary policies and
the effect of such policies on the future business and earnings of Belmont and
its subsidiary bank cannot be predicted.

CONSENT ORDER AND FEDERAL RESERVE BANK AGREEMENT

     In August 1999, the Bank received the written report of an examination of
the Bank by the Office of the Comptroller of the Currency, the Bank's principal
federal regulatory agency. At the same time, the Bank entered into a consent
order with the Office of the Comptroller of the Currency which requires, among
other things, that the Bank achieve by March 31, 2000, and thereafter maintain,
Tier 1 capital at least equal to 6% of adjusted total assets. Belmont has also
entered into a written agreement with the Federal Reserve Bank of Cleveland that
requires, among other things, that it maintain an adequate capital position for
the Bank. Management intends to take all appropriate steps to meet the minimum
capital requirement.

     The consent order requires the Bank to formulate new plans, policies,
procedures and programs relating to long-term strategy, organizational
structure, management, loans, loan loss reserves, overdrafts, loan interest
accrual and non-accrual loans, loan diversification, internal audit and periodic
loan review by certain dates and then to implement and follow those plans,
policies, procedures and programs. The Bank is also required to review and
evaluate certain groups of loans and correct deficiencies, and going forward to
properly document commercial extensions of credit and comply with law and
regulations relating to lending. Management of the Bank believes it has taken or
is in the process of taking all appropriate steps to comply with those
requirements.

     The Federal Reserve Bank agreement requires the Company to submit an
acceptable plan for maintaining adequate capital at the Bank, comply with the
plan, submit annual cash flow projections, ensure that the Bank complies fully
with the consent order with the Comptroller of the Currency, and report
quarterly on progress in complying with the Federal Reserve agreement. Without
prior Federal Reserve Bank approval, the agreement



                                       3
<PAGE>


prohibits the Company from paying dividends, incurring debt, redeeming stock,
receiving dividends from the Bank or imposing charges on the Bank, or engaging
in any transaction with the Bank in violation of federal law.

     Each of the Company and the Bank has complied with or is taking steps
designed to comply with all of the requirements imposed by the Comptroller of
the Currency and the Federal Reserve Bank, except that the Bank was unable to
achieve the Tier 1 capital level by March 31, 2000 as required under the terms
of the consent order. Tier 1 capital consists principally of shareholders'
equity less goodwill and a portion of deferred tax assets. In an effort to
satisfy this requirement, in February 2000, the Company commenced a rights
offering and a simultaneous ancillary offering of its common stock to existing
stockholders and others to raise up to $10 million. The Company did not conclude
the offerings as originally anticipated on March 28, 2000 but extended the
offerings until April 14, 2000, and intends to continue the ancillary offering
upon the filing and effectiveness of a post-effective amendment to its
registration statement.

     To date the Company has received subscriptions to purchase approximately
1,900,000 shares of its Common Stock at $2.00 per share ($3.8 million in the
aggregate). The subscription proceeds are to be released to the Company on or
about April 17, 2000. There can be no assurance that the SEC will declare
effective an amendment to the Company's registration statement to permit a
continuation of the ancillary offering, or, if it does, that the Company will
raise the capital required during the period in which such offering is continued
to enable the Bank to achieve the specified Tier 1 capital level. In order to
achieve a Tier 1 leverage ratio of 6%, the Bank will need approximately $5.2
million in additional capital after taking into account subscriptions for $3.8
million received to date in the offering and $1.65 million invested by its
directors prior to the offering. On March 30, 2000, the Bank advised the
Comptroller of the Currency that it would not achieve the specified Tier 1
capital level by March 31, 2000 and submitted a revised capital restoration plan
which sets forth other means to achieve the objectives, including by seeking to
raise additional capital though an extension of the offering or by selling
additional assets or deposits. To date, the Comptroller of the Currency has not
taken action on the capital restoration plan submitted.

     See "Liquidity and Capital Resources" in Item 7 and Notes 2 and 20 to the
Company's consolidated financial statements.


FOREIGN OPERATIONS

     Belmont Bancorp. has no foreign operations.

EXECUTIVE OFFICERS

     For information concerning executive officers of Belmont Bancorp. and
Belmont National Bank, see Item 10 of this report.

ITEM 2-PROPERTIES

DESCRIPTION OF PROPERTIES

     In January 1996, the Bank relocated its corporate headquarters to Wheeling,
West Virginia. The office is located at 980 National Road and consists of a
14,000 square foot, combination one and two story masonry block building.
Approximately half of the space is leased to a tenant. In addition, the Bank
transacts business in the following branch locations:

     St. Clairsville Office-This office consists of a two story brick building
     owned by the Bank with attached drive-in facilities. The building consists
     of 9,216 square feet which houses the commercial bank operations and the
     executive and human resources offices.

     Ohio Valley Mall Office-This office is located at the Ohio Valley Mall, a
     major shopping mall located two miles east of St. Clairsville, Ohio. The
     office consists of a 1,400 square foot office located along the perimeter
     of the Mall at the main entrance. An automatic teller machine is located at
     the drive-in facility.

     Lansing Office-This 1,352 square foot office is located in Lansing, Ohio, a
     small community approximately six miles east of St. Clairsville on US.
     Route 40. The facility is a masonry building with adjoining drive-in
     facilities.

     Bridgeport Office-This office is located in Bridgeport, Ohio, a community
     located on the Ohio/West Virginia border, approximately 10 miles east of
     St. Clairsville. This 5,096 square foot facility is a recently remodeled
     masonry building with adjoining drive-in facilities and an ATM.

     Shadyside Office-This 1,792 square foot office is located in Shadyside, a
     village located on Ohio State Route 7. The facility is a masonry building
     with accompanying drive-in facilities.

     Cadiz Office-This office is located in Cadiz, Ohio in Harrison County,
     approximately seventeen miles north of St. Clairsville at the intersection
     of State Routes 9 and 22. The brick and tile building contains 1,800 square
     feet with an accompanying drive-in facility and an ATM.


                                       4
<PAGE>


     New Philadelphia Office-This office, located at 152 North Broadway Avenue,
     is a 33,792 square foot site improved with two inter-connected, two story
     brick office buildings with a total building area of 13,234 square feet.
     Part of the office space is leased to other businesses. This location also
     has a drive-in facility and an automatic teller machine.

     Schoenbrunn Office-This office, located at 2300 East High Avenue, is
     comprised of a one story, 1,605 square foot brick structure with a 783
     square foot drive-thru canopy.

     Wabash Office-This office, located at 525 Wabash Avenue, is comprised of a
     14,250 square foot site with a 246 square foot drive-thru banking facility.

     Elm Grove Office-This office is located at 2066 National Road in Wheeling,
     WV, and includes a drive-thru facility and an ATM.

     Bellaire Office - This leased office, located in the Imperial Shopping
     Center, is comprised of approximately 1,750 square feet with an adjoining
     drive-thru facility and ATM.

     Plaza West Solution Center - This office is located at the west end of St.
     Clairsville and features a different concept in retail banking. It includes
     a drive-thru facility and an ATM.

     All offices are owned by the Bank except for the Ohio Valley Mall and
Bellaire offices. The land for the Elm Grove office is also leased. The Ohio
Valley Mall office lease expires in 2003 and contains a five year renewal
option. The Bellaire office lease expires in 2007 and contains a ten year
renewal option. The land lease for the Elm Grove office expires in 2005 and
provides for four, five year renewal options.

ITEM 3-LEGAL PROCEEDINGS

     The Company is a defendant in a suit for damages brought in the Court of
Common Pleas for Belmont County, Ohio in April 1999 by George Michael Riley and
others against the Bank and certain former officers, among others, alleging
torts to have occurred in connection with the Bank's denial of a loan to a third
party to finance the sale of a business owned by plaintiffs. In another case
filed in the same Court in May 1999, Charles J. and Rebecca McKeegan, the
beneficial owners of the potential purchaser of the business in the same
transaction claim damages in excess of $500,000 based upon alleged tortious
conduct as to them by defendants. In both cases it is claimed that a former loan
officer of the Bank later purchased the business at a lower price with financial
assistance from the Bank's former chief operating officer. Based on the advice
of counsel, the Company believes its exposure to liability, if any, is minimal
in each case.

     In August 1999, the Company's directors unanimously approved and entered
into a consent order with the Office of the Comptroller of the Currency and
entered into a written agreement with the Federal Reserve Bank of Cleveland
under which the Company and the Bank agreed to meet specified conditions
relating to its future operations and capital requirements. The consent order
requires the Bank to, among other things, formulate new plans, policies,
procedures and programs relating to long-term strategy, organizational
structure, management, loans, loan loss reserves, overdrafts, loan interest
accrual and non-accrual loans, loan diversification, internal audit and periodic
loan review by certain dates. The consent order further required that the Bank
retain the services of a qualified independent certified public accounting firm
acceptable to the Comptroller of the Currency, which it has done by engaging
Crowe Chizek and Company LLP as its independent auditors. See also "Liquidity
and Capital Resources" in Item 7 of this Report.

     In August 1999, the Company also entered into an agreement with the Federal
Reserve Bank of Cleveland, under authority given it by the Board of Governors of
the Federal Reserve System, the federal regulatory agency for Belmont. As with
the consent order of the Comptroller of the Currency, the Federal Reserve Bank
agreement necessitates certain actions and restrictions. Without prior Federal
Reserve Bank approval, the agreement prohibits the Company from paying
dividends, incurring debt, redeeming stock, receiving dividends from the Bank,
imposing charges on the Bank, and engaging in any transaction with the Bank in
violation of federal law. The Company is required to report quarterly on
progress in complying with the Federal Reserve Bank agreement.


                                       5
<PAGE>


     In August 1999, the Bank was named as a defendant in a lawsuit filed in the
Belmont County Common Pleas Court by Joseph C. Heinlein, Jr. against his former
secretary, the Bank, other financial institutions and individuals with whom the
secretary did business. The complaint alleges that the secretary embezzled funds
from the plaintiff's account over a period of several years by forging his
signature to checks and alleges negligence on the part of the Bank for honoring
such checks. Damages are sought in the amount of $739,000. The Bank believes
that it has valid defenses against the claim and intends to defend it
vigorously. In addition, the Company believes that any liability on the Bank's
part would be covered under its insurance policy. However, the insurance
carrier, Progressive Casualty Insurance Company, has filed a declaratory
judgment and interpleader action raising issues of coverage and indemnification
on this claim, as more fully discussed below.

     The Company filed suit in the Court of Common Pleas of Tuscarawas County,
Ohio, alleging that it had been the victim of an "elaborate fraud" that has
resulted in more than $15 million in losses to the Bank. Following an extensive
internal review of its loan portfolio, the Bank filed claims against Steven D.
Schwartz, President of Schwartz Homes, Inc., the now-closed New Philadelphia
retailer of manufactured homes. At the same time, the Bank filed claims against
three additional people: Linda Reese, Schwartz Homes' Chief Financial Officer;
William Wallace, the Bank's former Executive Vice-President and Chief Operating
Officer; and Christine Wallace, his wife. In addition, as more fully discussed
below, because of Mr. Wallace's alleged conduct as a bank officer and director,
the Bank is seeking to recover from its indemnity bond insurance carrier,
Progressive Casualty Insurance Company, the full amount of its bond. The
Wallaces have filed counterclaims in an indeterminate amount upon various bases,
including invasion of privacy, defamation and failure to distribute moneys
allegedly due them under a deferred and certain other compensation plans. Steven
Schwartz also requested leave to file counterclaims. The Company intends to
vigorously prosecute its case and defend against these claims.

     In October 1999, James John Fleagane, a shareholder of the Company, filed
an action against the Company, the Bank and certain of the Company's and the
Bank's current and former officers and directors in the Circuit Court of Ohio
County, West Virginia. The plaintiff alleges, among other things, that the Bank
and its directors and officers negligently transacted and administered various
loans with respect to Schwartz Homes, Inc. and customers of Schwartz. The
plaintiff seeks damages for the loss in value of his stock and other
compensatory and punitive damages in an unspecified amount and requests class
action certification for the common shareholders of the Company. The Company
intends to vigorously defend this action.

     Progressive Casualty Insurance Company sold to the Company a directors and
officers liability policy providing for $3 million of coverage and a separate
financial institution fidelity bond in the face amount of $4.75 million. In May
1999, the Company filed a claim under the fidelity bond policy to recover the
losses incurred in connection with the Schwartz Homes loan relationship. The
Company has also claimed coverage under the directors and officers liability
policy.

     Progressive declined to honor these claims and, in December 1999, filed an
action in the United States District Court for the Southern District of Ohio,
Eastern Division asking the court to issue a declaratory judgment declaring that
Progressive is not liable under either the directors and officers liability
policy or the fidelity bond policy. Alternatively, Progressive has asked the
court, if it finds Progressive to be liable under these policies, to determine
whether the Bank or other parties who have sued the Bank in separate actions
(including the Heinlein matter discussed above) are entitled to the insurance
proceeds. Progressive has deposited with the court bonds in the aggregate amount
of $7.75 million to satisfy any liabilities it might have with respect to the
pending claims. The Company intends to vigorously seek recoveries under the
insurance policies sold to the Company by Progressive.

     The Company is a defendant in litigation brought in October 1999 by Beall
Homes, Inc., John B. Beall, and Peggy F. Beall in the Court of Common Pleas,
Belmont County, Ohio. Plaintiffs seek a declaratory judgment that certain
warrants of attorney which appear on promissory notes evidencing loans between
the Bank and Beall Homes, Inc. (and guaranteed by John B. Beall and Peggy F.
Beall) are invalid. Plaintiffs assert claims of breach of a duty of good faith
in connection with the Bank's grant of three loans to Beall Homes, fraud and
breach of fiduciary duty allegedly through floor plan financing, dominating and
controlling plaintiff's business, wrongful set-off and conversion of the Beall
Homes account, wrongful dishonor of certain customer checks of plaintiff,
wrongful set-off and conversion of the mortgage account of John B. Beall, and
intentional infliction of emotional distress. Plaintiffs seek compensatory and
punitive damages in an amount in excess of $25,000 and a declaration that they
are not in default of any of their loans, that the warrants of attorney are


                                       6
<PAGE>


invalid, that the Bank is required to provide plaintiffs with an accounting of
the manner in which payments made by plaintiffs have been applied by the Bank,
and other relief. The Bank has filed a counterclaim for monetary damages and has
filed a petition for involuntary bankruptcy against Beall Homes. The Company
intends to vigorously defend this action and prosecute its own claims.

     In January 2000, Eric Cenkner and other persons who purchased or sought to
purchase homes through the Schwartz Homes homebuilder loan program filed a class
action lawsuit against the Bank and its former chief operating officer, William
Wallace, in the United States District Court for the Northern District of Ohio.
The named plaintiffs are purporting to act on behalf of persons who purchased or
sought to purchase homes through the Schwartz homebuilder loan program. The
complaint alleges that the class members have been harmed by the participation
of the Bank and Mr. Wallace in the Schwartz Homes homebuilder loan program. The
suit seeks damages due to alleged violations of federal and state RICO statutes
and federal usury laws, breaches of contract and fiduciary duties, concealment
and nondisclosure. In the complaint, the plaintiffs based their factual
allegations on the Bank's own factual allegations in the separate case brought
by the Bank in the Court of Common Pleas of Tuscarawas County, Ohio against Mr.
Wallace and Steven Schwartz, the president of Schwartz Homes, as described
above. In April 2000, following discussions among the parties and the Company's
payment to the named plaintiffs of nominal consideration to cover certain of
their expenses, the plaintiffs filed a motion to dismiss the case. The Company
does not believe that the named plaintiffs will reinstitute this action
following dismissal.

     In September 1999, the Bank filed a lawsuit against Otterbacher
Manufacturing, Inc. ("Manufacturing") and Gary and Karen Otterbacher regarding
default by Manufacturing on a loan guaranteed by the Otterbachers in the amount
of $2.1 million. The Otterbachers filed a counterclaim against the Bank for
lender liability claims relating to the Bank's declaration of default by
Manufacturing and the Bank's refusal to extend additional or renew existing
credit to Manufacturing. The Bank intends to vigorously defend this action and
prosecute its own claims.

ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.

ITEM 5-MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDERS'
MATTERS

     The number of shareholders of record for the Company's stock as of April 6,
2000 was 1,300. The closing price of Belmont stock on April 6, 2000 was $2.8125
per share.

     Belmont Bancorp.'s common stock has a par value of $0.25 and, since October
1994, has been traded on the Nasdaq SmallCap market.

     1999
                                         Dividend
Quarter        High              Low     per Share
--------------------------------------------------
1st           $23.75           $17.00     $0.120
2nd            19.50             9.06      0.000
3rd            11.50             4.50      0.000
4th            10.00             5.25      0.000
                                          ------
   Total                                  $0.120
                                          ======

     1998
                                         Dividend
Quarter        High              Low     per Share
--------------------------------------------------
1st           $26.00           $20.00     $0.085
2nd            28.44            22.25      0.100
3rd            27.25            19.75      0.100
4th            23.50            18.00      0.100
                                          ------
   Total                                  $0.385
                                          ======


                                       7
<PAGE>


     High and low market prices and dividend information for the past two years
for Belmont's common stock are depicted in the tables above. Market prices and
cash dividends paid per share have been restated to reflect the effect of a
2-for-1 common stock split effected in the form of a 100% common stock dividend
paid May 22, 1998.

     Information regarding the limitations on dividends available to be paid can
be located in Footnote 16 of the Notes to the Consolidated Financial Statements
in the Company's financial statements beginning on page F-1 (Item 8).

     Treasury stock is accounted for using the cost method. There were 51,792
shares and 66,174 shares held in treasury on December 31, 1999 and 1998,
respectively.


                                       8
<PAGE>


Part II
Item 6.  Selected Financial Data

Summarized Quarterly Financial Information
($000's except per share data)

<TABLE>
<CAPTION>
                                                      First              Second               Third              Fourth
                                                     Quarter             Quarter             Quarter             Quarter
========================================================================================================================
1999
------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                 <C>                 <C>                 <C>
Interest income                                     $  7,468            $  6,621            $  6,274            $  5,507
Interest expense                                       4,247               4,099               3,966               3,297
                                                    --------------------------------------------------------------------
Net interest income                                    3,221               2,522               2,308               2,210
Provision for loan losses                              5,735               1,871               5,784               2,487
Security gains (losses)                                   40                 (57)                (65)               (798)
Net overhead (1)                                       1,792               2,038               2,527               3,732
                                                    --------------------------------------------------------------------
Loss before income taxes                              (4,266)             (1,444)             (6,068)             (4,807)
Income taxes (benefit)                                (1,657)               (499)             (2,202)             (1,196)
                                                    --------------------------------------------------------------------
Net loss                                            $ (2,609)           $   (945)           $ (3,866)           $ (3,611)
Basic loss
   per common share                                 $  (0.50)           $  (0.18)           $  (0.74)           $  (0.69)
========================================================================================================================
1998
------------------------------------------------------------------------------------------------------------------------
Interest income                                     $  7,521            $  7,440            $  7,878            $  7,948
Interest expense                                       3,820               3,923               4,281               4,456
                                                    --------------------------------------------------------------------
Net interest income                                    3,701               3,517               3,597               3,492
Provision for loan losses                                150                 125                 185              12,422
Security gains                                           320                 266                 675                  77
Net overhead (1)                                       1,702               1,737               1,853               1,576
                                                    --------------------------------------------------------------------
Income (loss) before income taxes                      2,169               1,921               2,234             (10,429)
Income taxes (benefit)                                   591                 494                 630              (3,901)
                                                    --------------------------------------------------------------------
Net income (loss)                                   $  1,578            $  1,427            $  1,604            $ (6,528)
Basic earnings (loss)
   per common share                                 $   0.30            $   0.27            $   0.31            $  (1.25)
</TABLE>


(1)  Noninterest  income exclusive of securities gains (losses) less noninterest
     expense.


                                       9
<PAGE>


Consolidated Five Year Summary of Operations

For the Years Ending December 31, 1999, 1998, 1997, 1996 and 1995 ($000's except
per share data)
<TABLE>
<CAPTION>
===========================================================================================================================
                                                   1999             1998             1997            1996            1995
                                                ===========================================================================

<S>                                             <C>              <C>              <C>             <C>             <C>
Interest income                                 $  25,870        $  30,787        $  28,348       $  25,501       $  23,454
Interest expense                                   15,609           16,480           14,004          12,127          10,927
                                                ---------------------------------------------------------------------------
Net interest income                                10,261           14,307           14,344          13,374          12,527
Provision for loan losses                          15,877           12,882            1,055             465           1,150
                                                ---------------------------------------------------------------------------
Net interest income after
  provision for loan losses                        (5,616)           1,425           13,289          12,909          11,377
Securities gains (losses)                            (880)           1,338              799             396             102
Trading gains (losses)                                (10)              62             --              --              --
Gain on sale of real estate                          --                383             --              --              --
Other operating income                              2,563            2,183            2,010           1,861           1,683
Operating expenses                                 12,642            9,496            8,732           8,388           7,623
                                                ---------------------------------------------------------------------------
Income (loss) before income taxes                 (16,585)          (4,105)           7,366           6,778           5,539
Income taxes (benefit)                             (5,554)          (2,186)           1,421           1,776           1,333
Net income (loss)                               $ (11,031)       $  (1,919)       $   5,945       $   5,002       $   4,206
                                                ---------------------------------------------------------------------------
Basic earnings (loss)
  per common share (1)                          $   (2.11)       $   (0.37)       $    1.13       $    0.94       $    0.78
                                                ---------------------------------------------------------------------------
Cash dividend declared per share (1)            $   0.120        $   0.385        $   0.306       $   0.240       $   0.190
                                                ---------------------------------------------------------------------------
Book value per common share (1)                 $    1.83        $    4.86        $    6.05       $    5.17       $    4.57
                                                ---------------------------------------------------------------------------
Total loans                                     $ 166,979        $ 208,186        $ 224,900       $ 188,783       $ 159,957
Total assets                                      315,767          438,283          388,713         333,903         317,279
Total deposits                                    255,432          304,351          263,908         261,539         246,850
Long-term debt                                     20,000           91,401           69,635          19,676           4,802
Total shareholders' equity                         11,231           25,364           31,899          27,332          25,164
                                                ---------------------------------------------------------------------------
</TABLE>

(1)  Restated for stock dividends paid during 1995, 1997 and 1998.


                                       10
<PAGE>


ITEM  7-MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The data presented in this  discussion  should be read in conjunction  with
the audited consolidated financial statements.

RESULTS OF OPERATIONS

     The financial  results of 1999 and 1998 reflect a period when Belmont faced
one of the most serious  challenges in its 153 year history.  The resignation of
the Bank's  chief  operating  officer and senior  lending  officer in March 1999
followed  by the  closure in April 1999 and  subsequent  bankruptcy  of Schwartz
Homes, Inc., the Bank's largest commercial  borrower,  marked the beginning of a
tumultuous year. In June 1999,  Belmont's chief executive officer resigned,  and
the Board of Directors engaged an interim  management group to provide executive
management  services and to assist in the  recruitment of a new chief  executive
officer.  Throughout  1999,  the Bank's  staff worked  diligently  to assess the
magnitude  of the losses  associated  with  Schwartz  Homes,  Inc.  and  related
consumer loans and to evaluate the entire  commercial loan  portfolio.  New loan
policies  and  procedures  were  implemented  to augment  internal  controls and
strengthen underwriting practices.

     The  performance of the Company  during 1999 was severely  impacted by loan
losses and additional overhead costs associated with interim  management,  legal
services,  and collection efforts. Loan charge-offs throughout 1999 reflected an
ongoing assessment of a dynamic loan portfolio.  The impact of loan charges-offs
and the  provision  for loan losses for each  quarter of 1999 is depicted in the
following table:

<TABLE>
<CAPTION>
(Expressed in thousands)           March 31        June 30       September 30      December 31        Total
                               ------------------------------------------------------------------------------
<S>                               <C>              <C>              <C>              <C>              <C>
Net loan charge-offs              $ 4,528          $ 1,621          $ 2,699          $ 2,802          $11,650

Provision for loan losses           5,735            1,871            5,784            2,487           15,877
</TABLE>

     Legal  expenses  for the year ended 1999  totaled  $1,671,000  compared  to
$52,000  and  $63,000  in  1998  and  1997,  respectively.  Consulting  expenses
primarily  associated  with interim  management and collection  efforts  totaled
$1,442,000  for  1999  compared  to  $111,000  and  $77,000  in 1998  and  1997,
respectively.  These  unusual  expenses  coupled  with a loan loss  provision of
nearly $16 million  resulted in a pretax loss in excess of $16 million for 1999.
The net loss after tax benefits  was $11 million,  or a loss of $2.11 per common
share.

     For 1998,  the  Company  recorded  a loan  loss  provision  of  $12,882,000
resulting in a loss of $1,919,000,  or a loss of $0.37 per common share. Of this
loan loss provision,  $12,172,000 was recorded in the fourth quarter of 1998 and
related to consumer loans to customers of Schwartz Homes, Inc. In 1997, the loan
loss provision was $1,055,000. Net income for the year ended 1997 was $5,945,000
or $1.13 per common share.

<TABLE>
<CAPTION>
(Expressed in thousands except per share data)       1999           1998            1997
----------------------------------------------------------------------------------------------

<S>                                                <C>            <C>            <C>
Income (loss) before income taxes                  $(16,585)      $ (4,105)      $   7,366
Net income (loss)                                  $(11,031)      $ (1,919)      $   5,945

Basic earnings (loss) per common share             $  (2.11)      $  (0.37)      $    1.13

Return on average assets                             -2.79%         -0.46%            1.62%
Return on average common equity                     -56.92%         -5.76%           20.21%
</TABLE>

     In December 1999, interim  management  services were terminated when Wilbur
R. Roat was appointed to serve as the president and chief  executive  officer of
the Bank and  Belmont.  Prior to  joining  the  Bank,  Mr.  Roat  served  as the
president and chief  executive  officer of First Lehigh Bank from September 1994
until February 1999.


                                       11
<PAGE>


From  March  1992 to  September  1994,  he  served  as the  president  and chief
executive officer of St. Edmond's Savings and Loan.

     In February 2000, the Company commenced an offering of up to $10 million of
its  common  stock to  existing  stockholders  through a rights  offering  and a
simultaneous  ancillary offering to its shareholders and others. The offering is
scheduled to be complete by April 14, 2000 subject to extension to May 12, 2000.
See "Liquidity and Capital Resources" in this Item 7.

NET INTEREST REVENUE

     A major  share of the  Company's  income  results  from the spread  between
income on interest  earning assets and interest  expense on the liabilities used
to fund those  assets,  known as net interest  income.  Net  interest  income is
affected by changes in interest rates and amounts and  distributions of interest
earning assets and interest bearing liabilities outstanding. Net interest margin
is net interest  income  divided by the average  earning assets  outstanding.  A
third  frequently  used  measure  is  net  interest  rate  spread  which  is the
difference  between  the  average  rate  earned on assets and the  average  rate
incurred on  liabilities  without  regard to the amounts  outstanding  in either
category.

     The Consolidated Average Balance Sheets and Analysis of Net Interest Income
Changes compare interest  revenue and interest  earning assets  outstanding with
interest cost and liabilities outstanding for the years ended December 31, 1999,
1998, and 1997, and computes net interest  income,  net interest  margin and net
interest rate spread for each period.  All three of these  measures are reported
on a taxable equivalent basis.


                                       12
<PAGE>



Consolidated Average Balance Sheets

For the Years Ended December 31, 1999, 1998, and 1997 (Fully Taxable  Equivalent
Basis) ($000's)

<TABLE>
<CAPTION>
                                              1999                                1998                            1997
                              -----------------------------------   ------------------------------   -------------------------------
                                Average                   Average    Average               Average    Average              Average
                                  Out-       Revenue/     Yield/       Out-     Revenue/    Yield/     Out-      Revenue/   Yield/
                               standing      Cost          Rate     standing      Cost      Rate     standing      Cost     Rate
------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>          <C>            <C>     <C>         <C>           <C>     <C>        <C>            <C>
Assets
Interest Earning Assets
  Loans and Leases             $ 193,295    $  16,641      8.61%   $ 222,961   $  21,321     9.56%   $ 208,265  $  19,632      9.43%
  Securities:
    Taxable                      125,314        7,017      5.60%     134,337       8,053     5.99%     110,739      7,515      6.79%
    Exempt from income tax        41,276        2,893      7.01%      24,261       1,802     7.43%      24,728      1,861      7.53%
  Trading account assets           1,786           86      4.82%       1,193          68     5.70%        0.00%      0.00%     0.00%
  Federal funds sold               5,277          269      5.10%       4,194         228     5.44%       1,317         71      5.39%
------------------------------------------------------------------------------------------------------------------------------------
Total interest earning assets    366,948       26,906      7.33%     386,946      31,472     8.13%     345,049     29,079      8.43%
------------------------------------------------------------------------------------------------------------------------------------
Cash and due from banks           11,377                              10,972                            10,267
Other assets                      28,590                              20,100                            15,648
Market value depreciation
  of securities available for     (4,486)                               (597)                             (546)
sale
Allowance for loan loss           (7,204)                             (4,312)                           (3,461)
------------------------------------------------------------------------------------------------------------------------------------
Total Assets                     395,225                             413,109                           366,957
------------------------------------------------------------------------------------------------------------------------------------
Liabilities
Interest bearing liabilities
  Interest checking               40,649        1,245      3.06%      45,864       1,524     3.32%      43,476      1,444      3.32%
  Savings                         82,919        2,653      3.20%      82,196       2,709     3.30%      78,636      2,474      3.15%
  Other time deposits            133,419        6,996      5.24%     134,485       7,438     5.53%     115,304      6,145      5.33%
</TABLE>



                                       13
<PAGE>


<TABLE>
<CAPTION>
                                                        1999                          1998                        1997
                                          -------------------------------   -------------------------   --------------------------
                                           Average                 Average  Average            Average  Average            Average
                                            Out-         Revenue/   Yield/    Out-   Revenue/  Yield/     Out-   Revenue/   Yield/
                                          standing         Cost      Rate   standing   Cost     Rate    standing   Cost     Rate
                                          ----------------------------------------------------------------------------------------
<S>                                        <C>            <C>       <C>     <C>       <C>       <C>     <C>       <C>       <C>
  Other borrowings                          87,498         4,715     5.39%   86,084    4,809     5.59%   68,095    3,941     5.79%
----------------------------------------------------------------------------------------------------------------------------------
Total interest bearing liabilities         344,485        15,609     4.53%  348,629   16,480     4.73%  305,511   14,004     4.58%
----------------------------------------------------------------------------------------------------------------------------------
Demand deposits                             28,865                           29,910                      29,878
----------------------------------------------------------------------------------------------------------------------------------
Other liabilities                            2,496                            1,256                       2,146
----------------------------------------------------------------------------------------------------------------------------------
Total liabilities                          375,846                          379,795                     337,535
----------------------------------------------------------------------------------------------------------------------------------
Stockholders' Equity                        19,379                           33,314                      29,422
----------------------------------------------------------------------------------------------------------------------------------
   Liabilities & Stockholders' Equity      395,225                          413,109                     366,957
==================================================================================================================================
Net interest income
  margin on a taxable equivalent basis                    11,297     3.08%            14,992     3.87%            15,075     4.37%
==================================================================================================================================
Net interest rate spread                                             2.80%                       3.40%                       3.85%
==================================================================================================================================
Interest bearing liabilities
  to interest earning assets                                        93.88%                      90.10%                      88.54%
==================================================================================================================================

</TABLE>


Fully taxable  equivalent  basis computed at effective  federal tax rate of 34%.

Average loan balances include nonperforming loans.


                                       14
<PAGE>


Analysis of Net Interest Income Changes

For the Years Ended December 31, 1999, 1998, and 1997 (Taxable Equivalent Basis)
($000's)


<TABLE>
<CAPTION>

                                                         1999 Compared to 1998                      1998 Compared to 1997
                                              --------------------------------------------------------------------------------------
                                                Volume     Yield       Mix        Total    Volume      Yield       Mix       Total
-----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in interest
income
<S>                                            <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
  Loans and leases                             ($2,837)   ($2,126)   $   283    ($4,680)   $ 1,385    $   284    $    21    $ 1,690
  Securities
    Taxable                                       (541)      (531)        36     (1,036)     1,601       (877)      (187)       537
    Exempt from income taxes                     1,264       (102)       (71)     1,091        (35)       (24)         0        (59)
  Trading account assets                            34        (11)        (5)        18          0          0         68         68
  Federal funds sold                                59        (14)        (4)        41        155          1          1        157
-----------------------------------------------------------------------------------------------------------------------------------
Total interest income change                    (2,021)    (2,784)       239     (4,566)     3,106       (616)       (97)     2,393
-----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in interest expense
  Interest checking                               (173)      (119)        13       (279)        79          1          0         80
  Savings                                           24        (79)        (1)       (56)       112        118          5        235
  Other time deposits                              (59)      (386)         3       (442)     1,022        232         39      1,293
  Short term borrowings                             79       (170)        (3)       (94)     1,041       (137)       (36)       868
-----------------------------------------------------------------------------------------------------------------------------------
Total interest expense change                     (129)      (754)        12       (871)     2,254        214          8      2,476
-----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net interest

Income on a taxable equivalent basis           ($1,892)   ($2,030)   $   227    ($3,695)   $   852    ($  830)   ($  105)   ($   83)
====================================================================================================================================
(Increase) decrease in taxable equivalent
  adjustment                                                                       (351)                                         46
-----------------------------------------------------------------------------------------------------------------------------------
Net interest income change                                                      ($4,046)                                    ($   37)
====================================================================================================================================
</TABLE>


                                       15
<PAGE>


     The Company's net interest income  declined by 24.6%,  or $3,695,000,  on a
taxable  equivalent  basis  during  1999  compared  to 1998.  During  1999,  the
Company's average  interest-earning  assets fell by approximately $20.0 million,
down 5.2% from 1998.  Most of the downsizing of the Company  occurred during the
fourth  quarter  of  1999 as part of a plan to  reduce  the  amount  of  capital
required  to  achieve  a 6% Tier 1  leverage  ratio.  Further  asset  reductions
occurred during the first quarter of 2000.

     The yield on  interest  earning  assets  was down 80 basis  points (a basis
point  is  equal to  .01%)  from  8.13%  in 1998 to  7.33% in 1999.  The cost of
interest bearing liabilities declined 20 basis points from 1998 to 1999. The net
interest rate spread  decreased from 3.40% during 1998 to 2.80% during 1999. The
taxable  equivalent net interest  margin was 3.08% during 1999 compared to 3.87%
for 1998 and 4.37% during 1997.

     The Analysis of Net Interest Income Changes, separates the dollar change in
the Company's net interest income into three  components:  changes caused by (1)
an increase or decrease in the average assets and liability balances outstanding
(volume);  (2) the  changes in average  yields on  interest  earning  assets and
average rates for interest bearing  liabilities  (yield/rate);  and (3) combined
volume and yield/rate effects (mix).

     This table shows that the decrease in the  Company's  net  interest  income
during the year-to-date  periods  presented from 1998 to 1999 was generated by a
decline in yields and volume on earning assets.  This was partially  offset by a
decline in the cost of interest bearing liabilities.

OTHER OPERATING INCOME

     Other operating income excluding securities transactions and a gain on sale
of real estate,  increased  13.7% and totaled  $2,553,000  in 1999,  compared to
$2,245,000  in 1998 and  $2,010,000  in 1997.  The table  below shows the dollar
amounts and growth rates of the components of other operating income:

<TABLE>
<CAPTION>
                                              1999                        1998                       1997
(Expressed in thousands)                      Total       Change          Total       Change         Total
----------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>            <C>          <C>           <C>
Trust income                                   $484          4.5%          $463        -0.6%          $466
Service charges on deposits                     921         22.5%           752         6.4%           707
Gain on sale of loans                           341        136.8%           144        58.2%            91
Trading profits (losses)                        (10)      -116.1%            62           na            --
Recovery on class action lawsuit                 --            na            --           na            --
Other income                                    817         -0.8%           824        10.5%           746
                                             --------------------------------------------------------------
   Subtotal                                   2,553         13.7%         2,245        11.7%         2,010
Investment securities gains (losses)             (1)           na            --       100.0%            (3)
Gains (losses) on securities
  available for sale                           (879)      -165.7%         1,338        66.8%           802
Gain on sale of real estate                      --       -100.0%           383           na            --
                                             --------------------------------------------------------------
   Total                                     $1,673        -57.8%        $3,966        41.2%        $2,809
                                             ==============================================================
</TABLE>

     Service  charges  on  deposits  increased  22.5% from  $752,000  in 1998 to
$921,000 due to higher overdrafts and return check fee income and an increase in
the fee schedule for commercial  checking accounts.  Net gains on sales of loans
increased from $144,000 in 1998 to $341,000 in 1999.

     Securities  losses were realized  during the fourth quarter of 1999 as part
of a plan to reduce the asset size of the Bank. In October  1999,  the Bank sold
approximately  $38 million in investment  securities  for a loss of $788,000 and
used  approximately  $33 million of the  proceeds to repay  borrowings  from the
Federal Home Loan Bank of Cincinnati.  Prepayment  penalties associated with the
repayment of borrowings totaled $342,000 and are included in operating expenses.


                                       16
<PAGE>


OPERATING EXPENSES

     The table below  details the dollar  amounts of and  percentage  changes in
various categories of expense for the three years ended 1999, 1998, and 1997:

<TABLE>
<CAPTION>

(Expressed in thousands)                                 1999         % change        1998        % change       1997
                                                        ---------------------------------------------------------------
<S>                                                     <C>             <C>          <C>             <C>        <C>
Taxes other than payroll and real estate                $  254         -48.8%        $  496          16.4%      $  426
Supplies and printing                                      233         -22.1%           299           6.8%         280

Insurance, including federal deposit insurance             169          33.1%           127           1.6%         125

Amortization of intangibles                                439         124.0%           196         -52.8%         415

Legal fees                                               1,671        3113.5%            52         -17.5%          63

Consulting expense                                       1,442        1199.1%           111          44.2%          77

Examinations and audits                                    385          80.8%           213          -1.4%         216

Prepayment penalties on Federal Home Loan
  Bank advances                                            342            na             --            na           --

Legal settlements                                          295            na             --            na           --

Other (individually less than 1% of total income)        1,798          11.5%         1,612          11.0%       1,452
                                                        ------                       ------                     ------
   Total                                                $7,028         126.3%        $3,106           1.7%      $3,054
                                                        ======                       ======                     ======
</TABLE>


     Taxes (other than payroll and real estate  taxes) were down  $242,000  from
1998 to 1999.  This  reduction  was  primarily  the result of refunds  for state
corporate net income and franchise taxes  previously paid which totaled $225,000
due to reductions in income and equity.

     Insurance  expense was impacted by higher premium rates for federal deposit
insurance from the FDIC.  Deposit  premiums for the year 2000 are anticipated to
be substantially  higher due to the Bank's risk  classification  assigned by the
FDIC.

     The balance of intangible  assets  associated with branches acquired in the
early 1990's were written off during the fourth  quarter of 1999.  The write-off
resulted in the recognition of an additional  $300,000 in  amortization  expense
for the period.  These  intangible  assets were  primarily  associated  with the
deposits acquired in the New Philadelphia  market.  Given the negative publicity
surrounding  the  Schwartz  commercial  and  consumer  loans  centered  in  this
marketplace  and the resulting  decline in deposits,  the Bank  reevaluated  the
remaining intangible assets and determined that it would write-off the balance.

     Consulting expenses totaled $1,442,000 for the year ended 1999. The cost of
interim management  services charged to consulting  expenses totaled $1,180,000.
Consulting  expenses of $194,000 were related to accounting  and other  services
associated with the Schwartz Homes, Inc. loan collection.

     Examination  and audit expense  increased 80.8% from 1998 to 1999 primarily
as the result of a change in external  auditors,  the contract internal auditor,
and the  additional  loan review and  extended  scopes of the  engagements  as a
result of lending related issues.

     Legal  settlement  expense  for 1999  totaled  $295,000.  This  expense was
related to the Schwartz Homes, Inc. litigation.

     Travel  and  entertainment  expenses  included  in Other  expense  included
$121,000 for expenses associated with interim management services.

FINANCIAL CONDITION

SECURITIES

     The Company uses securities to generate interest and dividend  revenue,  to
manage interest rate risk and to provide liquidity to meet operating cash needs.
The securities portfolio yield at December 31, 1999 was 6.98%. Net


                                       17
<PAGE>


unrealized  losses in the  securities  portfolio  at December  31, 1999  totaled
$8,489,000,  compared to net  unrealized  losses of  $1,519,000  at December 31,
1998. The unrealized  losses resulted from the increase in interest rates during
1999. As interest rates increase,  bond prices decline.  Management believes the
current declines in fair value are temporary.


                                       18
<PAGE>

                  The  maturities  and yields of  securities  available for sale
(excluding equity securities) are detailed in the following table:


Securities Available for Sale
 (excluding Equity Securities)
December 31, 1999
<TABLE>
<CAPTION>
                                                           1-5                6-10
                                     Maturity              Year               Year             >10 Year
                                     <1 year              Maturity          Maturity            Maturity             Total
(Expressed in thousands)              Amount      Yield   Amount    Yield    Amount      Yield   Amount    Yield     Amount   Yield
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>        <C>      <C>       <C>     <C>         <C>     <C>        <C>     <C>        <C>
U. S. Treasury securities             $1,299      5.32%   $    98    5.04%  $                   $  2,549   5.96%   $  3,946   5.73%
U.S. Government agencies
   and corporations (b)                1,988      5.70%     3,664    5.40%    1,742      8.00%                        7,394   6.09%
States and political
   subdivisions (a)                       46     10.06%       118   10.24%      389     10.66%    37,615   7.33%     38,168   7.38%
Corporate debt                            --                                                       2,863   8.60%      2,863   8.60%
Agency mortgage-backed
   securities (b)                        282      3.83%    15,823    6.51%   13,883      6.65%     6,607   8.24%     36,595   6.85%
Collateralized mortgage obligations      217      6.93%     6,521    6.99%      866     10.49%     7,996   6.44%     15,600   6.90%
------------------------------------------------------------------------------------------------------------------------------------
   Total fair value                   $3,832      5.56%   $26,224    6.48%  $16,880      7.06%  $ 57,630   7.27%   $104,566   6.98%
====================================================================================================================================
   Amortized cost                     $3,835              $26,716           $17,406             $ 65,059           $113,016
====================================================================================================================================
</TABLE>

(a)  Taxable equivalent yields
(b)  Maturities of mortgage-backed securities and agency loan pools are based on
     estimated average life.


                                       19
<PAGE>


     The  Company  elected to  transfer  the  balance of  securities  previously
classified  as Held to Maturity to the Available  for Sale  portfolio  effective
April 1, 1999 in accordance with Statement of Financial  Accounting Standard No.
133, Accounting for Derivative Instruments and Hedging Activities.

     Privately issued collateralized  mortgage obligations included in the table
above  have a  book  value  of  $7,917,000  and an  estimated  market  value  of
$7,544,000.  Credit  risk on  privately  issued  bonds is  evaluated  based upon
independent rating agencies and on the underlying collateral of the obligation.

     At December 31, 1999,  the Company  owned various  investments  in a single
issuer,  the book value of which  exceeded  10% of total  shareholders'  equity.
These  concentrations  occurred  primarily  as a result  of the  decline  in the
Company's  shareholders'  equity.  The following table details the issuer,  book
value and market value of these investments.

(Expressed in thousands)
                                                                          Market
                  Issuer                                     Book Value   Value
Privately Issued Collateralized Mortgage Obligations:
Country Wide Home Loans                                       $ 1,749    $ 1,662
Norwest Asset Securities Corporation                            3,617      3,462
Residential Funding Mortgage Securities Corp.                   1,672      1,580

General Obligations:
Hampton Township, PA School District                            4,337      3,764
Harrison County, OH Courthouse Renovation                       1,191      1,185
Hopkins, MI Public Schools                                      1,904      1,609
Mayfield, OH City School District                               1,471      1,276
Mercedes, TX                                                    1,307      1,120
Mundelein, IL                                                   1,128        954
Whisman, CA School District                                     2,300      1,930

Revenue Bonds:
Grant County KY Public Properties Corp.                         1,958      1,666
Guadalupe-Blanco River Authority,
  City of San Marcos, TX                                        1,755      1,469
McCracken County KY School District                             1,371      1,176
Northern Tipton IN School District                              1,612      1,361
Plainfield, IN Sewer Works                                      1,160      1,028
Suburban Lancaster PA Sewer Authority                           2,833      2,344

Equity Securities:
Federal Home Loan Bank stock
                                                                5,363      5,363
                                                              ------------------

     Total                                                    $36,728    $32,949
                                                              ==================


                                       20
<PAGE>


LOANS AND LEASES

     The following  table shows the history of commercial and consumer loans and
leases, including loans held for sale, by major category at December 31:

<TABLE>
<CAPTION>

(Expressed in thousands)                     1999            1998            1997            1996            1995
-------------------------------------------------------------------------------------------------------------------
<S>                                        <C>             <C>             <C>             <C>             <C>
Commercial loans:
Real estate construction                   $    108        $    135        $  1,418        $  1,327        $  1,530
Real estate mortgage                          9,033          14,719          19,984          25,954          28,744
Commercial, financial
  and agricultural                           99,911         119,730         109,618          80,554          50,532
Direct financing leases                           0               0               0               0               3
                                           ------------------------------------------------------------------------
   Total commercial loans                  $109,052        $134,584        $131,020        $107,835        $ 80,809
                                           ------------------------------------------------------------------------

Consumer  loans:
Residential mortgage                       $ 47,789        $ 58,099        $ 77,995        $ 71,715        $ 69,999
Installment loans                             9,315          14,483          14,435           7,626           6,959
Credit card and other consumer                  823           1,020           1,450           1,607           2,190
                                           ------------------------------------------------------------------------
   Total consumer loans                    $ 57,927        $ 73,602        $ 93,880        $ 80,948        $ 79,148
                                           ------------------------------------------------------------------------

Total loans and leases                     $166,979        $208,186        $224,900        $188,783        $159,957
                                           ========================================================================


An analysis of maturity and interest rate  sensitivity  of business loans at the
end of 1999 follows:

<CAPTION>
                                                            Under           1 to 5          Over 5
(Expressed in thousands)                                    1 Year           Years           Years          Total
----------------------------------------------------------------------------------------------------------------------
Domestic loans:
<S>                                                        <C>             <C>             <C>             <C>
Real estate construction                                   $      0        $      0        $    108        $    108
Real estate mortgage                                          4,402           1,894           2,690           8,986
Commercial, financial
  and agricultural                                           51,770          28,290          11,507          91,567
                                                           --------------------------------------------------------
   Total business loans (a)                                $ 56,172        $ 30,184        $ 14,305        $100,661
                                                           ========================================================

Rate sensitivity:
Predetermined rate                                         $  3,614        $ 11,437        $ 13,391        $ 28,442
Floating or adjustable rate                                  52,558          18,747             914          72,219
                                                           --------------------------------------------------------
   Total domestic business loans                           $ 56,172        $ 30,184        $ 14,305        $100,661
                                                           ========================================================

Foreign loans                                                     0               0               0               0
                                                           ========================================================

</TABLE>

(a)  does not include nonaccrual loans

PROVISION AND ALLOWANCE FOR LOAN LOSSES

     The Company, as part of its philosophy of risk management, has established
various credit policies and procedures intended to minimize the Company's
exposure to undue credit risk. Credit evaluations of borrowers are performed to
ensure that loans are granted on a sound basis. In addition, care is taken to
minimize risk by


                                       21
<PAGE>


diversifying specific industry. However, due to the decline in the Bank's
capital level, the Bank has several concentrations of credit which are more
fully described in Footnote 15 of the Company's financial statements beginning
on page F-1. Management continuously monitors credit risk through the periodic
review of individual credits to ensure compliance with policies and procedures.
Adequate collateralization, contractual guarantees, and compensating balances
are also utilized by Management to mitigate risk.

     Management determines the appropriate level of the allowance for possible
loan losses by continually evaluating the quality of the loan portfolio. The
reserve is allocated to specific loans that exhibit above average credit loss
potential based upon their payment history and the borrowers' financial
conditions. The adequacy of the allowance for possible loan losses is evaluated
based on an assessment of the losses inherent in the loan portfolio. This
assessment results in an allowance consisting of two components, allocated and
unallocated. The allocations are made for analytical purposes. The total
allowance is available to absorb losses from any segment of the portfolio.
Management maintains a watch list of substandard loans for monthly review.
Although these loans may not be delinquent and may be adequately secured,
management believes that due to location, size, or past payment history, it is
necessary to monitor these loans monthly.

     The allowance for possible loan losses totaled $9,702,000, or 5.81% of
total loans and leases at December 31, 1999. At the end of the previous year,
the allowance for possible loan losses was $5,475,000, or 2.63% of total loans
and leases. The provision for loan losses charged to expense during 1999 was
$15,877,000 compared to $12,882,000 in the year ago period.

     As previously disclosed, the Bank has taken charge-offs beginning with the
fourth quarter of 1998 due principally to its relationship with Schwartz Homes,
Inc., a retailer of mobile homes based in New Philadelphia, Ohio and retail
customers of Schwartz Homes. The Bank made loans to Schwartz Home's retail
customers under recourse agreements with Schwartz Homes. Under these recourse
agreements, Schwartz Homes agreed to repay any loans not repaid by retail
customers. Schwartz Homes apparently used the funds advanced by the Bank to fund
its own operations or for other improper purposes, without the knowledge of the
Bank's board. In many instances, Schwartz Homes failed to perform on the retail
sales contracts it entered into with its customers even though the Bank had
provided the funds to Schwartz Homes for this purpose. In addition, Schwartz
Homes often failed to repay the floor-plan lenders on homes purchased, which
further impacted the Bank's collateral position with respect to the homes. On
April 26, 1999, Schwartz Homes unexpectedly ceased operations and on June 2,
1999 other creditors of Schwartz Homes placed it in involuntary bankruptcy.

     Of the $11.6 million in net charge-offs for the year ended December 31,
1999, $7.5 million were related to Schwartz Homes loans. Of this $7.5 million
amount, $3.4 million in net charge-offs were related to the indirect consumer
loans to Schwartz Homes customers, and $4.1 million in net charge-offs were
related to commercial loans made directly to Schwartz Homes. The following table
depicts the net charge-offs for the Schwartz Homes loans for each quarter of
1999 (net recoveries are expressed parenthetically):

                                      Consumer       Commercial
                                        Net            Net
     (Expressed in thousands)        Charge Offs     Charge Offs    Total
                                     -------------------------------------
     1st quarter                     $ 2,460        $ 1,955        $ 4,415
     2nd quarter                         (53)           696            643
     3rd quarter                         816          1,766          2,582
     4th quarter                         156           (248)           (92)


     Charge-offs during the first quarter of 1999 for the Schwartz consumer and
commercial loan relationship were based on an analysis prepared by the Office of
the Comptroller of the Currency with the assistance of management. Net
charge-offs during the first quarter of 1999 were $2,460,000 for the Schwartz
indirect consumer homebuilder loans and $1,955,000 for the commercial loan
relationship.

     During the third quarter of 1999, the Bank released or was in the process
of releasing approximately half of the nearly 300 consumer borrowers from any or
part of their obligation to the Bank. In addition, ongoing work to obtain better
collateral valuations and to determine collateral position was progressing. As a


                                       22
<PAGE>


result, $816,000 in net charge-offs on the Schwartz consumer homebuilder loans
were recognized during the third quarter of 1999. Also, the specific allocation
of the loan loss reserve was increased from $2,291,000 at June 30, 1999 to
$3,557,000 at September 30, 1999, principally as a result of this ongoing
analysis. For the reserve allocation, management assumed a more conservative
approach giving a higher probability that the floorplan lenders would receive
funding from the bankruptcy trustee on the consumer closed loans prior to the
Bank due to the increasing complexity of the overall legal issues surrounding
the matter.

     The charge-off of $696,000 for the second quarter of 1999 associated with
the Schwartz commercial loans was recorded when the bankruptcy court determined
that the floor plan lenders had perfected first and second lien positions on new
inventory securing the loans.

     Charge-offs for the Schwartz commercial loan relationship totaling
$1,766,000 for the third quarter of 1999 occurred when the Bank obtained a
current appraisal on the real estate for Schwartz Homes, Inc. The Bank charged
off a total of $941,000 to reduce the loan balance to 80% of the appraised
value. Also, the bankruptcy court granted one of the floor plan lenders a motion
for relief from the automatic stay to repossess units that were non-consumer
claimed and were not floor planned. The Bank's attorneys also confirmed that the
floor plan lenders had a valid first and second lien position on equipment and
fixtures. As a result, the Bank charged-off an additional $825,000.

     The real estate for Schwartz Homes, Inc. was sold during the fourth quarter
of 1999. The sale resulted in a modest recovery.

     Charge-offs for the fourth quarter of 1999 included $2,234,000 in loans
related to the amusement industry; $2 million for a manufacturer and $234,000
for an operator in the amusement industry.

     There are no indirect lending programs in the current loan portfolio that
are structured in the same manner as the Schwartz homebuilder program. In
addition, management believes that all industry and borrower concentrations have
been adequately identified.

     Management's allocation of the allowance for loan losses based on estimates
of incurred loan losses is set forth in the table below:

<TABLE>
<CAPTION>

Allocation of the Allowance for Loan Losses
(Expressed in thousands)                              1999        1998        1997        1996        1995
----------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>         <C>         <C>         <C>
Domestic:

Commercial, financial and agricultural            $  4,692    $  2,254    $  2,564    $  1,823    $  1,523
Commercial real estate
                                                     1,154         507         313         269         152
Residential mortgage
                                                       371         295         358         338         335
Consumer
                                                     3,485       2,329         370         313         148
Foreign
                                                         -           -           -           -           -
Unallocated
                                                        --          90         529         410         545
                                                  --------------------------------------------------------
   Total                                          $  9,702    $  5,475    $  4,134    $  3,153    $  2,703
                                                  ========================================================


     Loans outstanding as a percentage of each loan category are depicted in the
following table:

<CAPTION>
                                                      1999        1998        1997        1996        1995
                                                  ---------------------------------------------------------
<S>                                                   <C>         <C>         <C>         <C>         <C>
Commercial, financial and agricultural                58.6%       56.5%       47.6%       40.3%       28.7%
Real estate-construction                               0.1%        0.1%        0.6%        0.7%        1.0%
Real estate-mortgage                                  27.8%       27.3%       34.4%       38.0%       43.8%
Commercial real estate                                 5.5%        7.1%        8.9%       13.7%       18.0%
Installment loans to individuals                       6.1%        7.5%        7.1%        4.9%        5.7%
Obligations of political subdivisions in th e          1.9%        1.5%        1.4%        2.4%        2.8%
U.S.
   Lease financing                                     0.0%        0.0%        0.0%        0.0%        0.0%
                                                  ---------------------------------------------------------
     Total                                           100.0%      100.0%      100.0%      100.0%      100.0%
                                                  =========================================================
</TABLE>


                                       23
<PAGE>


The following table sets forth the five year historical information on the
allowance for possible loan losses:

<TABLE>
<CAPTION>

(Expressed in thousands)                                        1999           1998           1997           1996           1995
===================================================================================================================================
<S>                   <C>                                    <C>            <C>            <C>            <C>            <C>
Balance as of January 1                                      $   5,475      $   4,134      $   3,153      $   2,703      $   1,537
Provision for loan losses                                       15,877         12,882          1,055            465          1,150
Loans charged off:
  Real estate                                                      151            133             24             30             25
  Commercial                                                     8,435            178             23              0              0
  Consumer                                                       3,831         11,245             43             32             26
  Direct financing leases                                            0              0              0              0              0
                                                             ---------------------------------------------------------------------
Total loans charged-off                                         12,417         11,556             90             62             51

Recoveries of loans previously charged-off:
  Real estate                                                      282             11              2              2              3
  Commercial                                                        73              1              1              0              1
  Consumer                                                         412              3             13             45             18
  Direct financing leases                                            0              0              0              0             45
                                                             ---------------------------------------------------------------------
Total recoveries                                                   767             15             16             47             67
                                                             ---------------------------------------------------------------------
Net charge-offs (recoveries)                                    11,650         11,541             74             15            (16)
                                                             ---------------------------------------------------------------------
Balance at December 31                                       $   9,702      $   5,475      $   4,134      $   3,153      $   2,703
                                                             =====================================================================

<CAPTION>

(Expressed in thousands)                                       1999           1998           1997           1996            1995
===================================================================================================================================
Loans and leases outstanding
<S>            <C>                                           <C>            <C>            <C>            <C>            <C>
   at December 31                                            $ 166,979      $ 208,186      $ 224,899      $ 188,783      $ 159,957
Allowance as a percent of loans
   and leases outstanding                                         5.81%          2.63%          1.84%          1.67%          1.69%
Average loans and leases                                     $ 193,295      $ 222,961      $ 208,265      $ 174,445      $ 152,502
Net charge-offs as a percent of
   average loans and leases                                       6.03%          5.18%          0.04%          0.01%        -0.01%


     The following schedule shows the five year history of non-performing
assets.

<CAPTION>

Non-performing assets
(Expressed in thousands)                                          1999           1998           1997           1996           1995
===================================================================================================================================
<S>                                                          <C>            <C>            <C>            <C>            <C>
Nonaccrual loans and leases                                  $  13,769      $   8,569      $   1,515      $     143      $     162
Loans 90 days or more past due
   but accruing interest                                           541              4             44             74             14
Other real estate owned                                             --             --             20             66            579
                                                             ---------------------------------------------------------------------
   Total                                                     $  14,310      $   8,573      $   1,579      $     283      $     755
                                                             =====================================================================
</TABLE>


     Restructured loans in compliance with modified terms totaled $1,046,000 at
December 31, 1999 and $1,633,000 at December 31, 1998.

     In addition to the above schedule of non-performing assets, Management
prepares a watch list consisting of loans which management has determined
require closer monitoring to further protect the Company against loss. The
balance of loans classified by management as substandard due to delinquency and
a change in financial position at the end of 1999 and not included in the table
above was $19,246,000.

DEPOSITS

     Primarily, core deposits are used to fund interest-earning assets. The
Company has a lower volume of interest-free checking accounts than its national
peer group which is typical for its market area. This results in an


                                       24
<PAGE>


overall higher cost of funds than national peer average. The accompanying tables
show the relative composition of the Company's average deposits and the change
in average deposit sources during the last three years:

(Expressed in thousands)

<TABLE>
<CAPTION>
AVERAGE DEPOSITS                                  1999                    1998                   1997
=====================================================================================================
<S>                                          <C>                     <C>                    <C>
Demand                                       $  28,865               $  29,910              $  29,878
Interest bearing checking                       40,649                  45,864                 43,476
Savings                                         82,919                  82,196                 78,636
Other time                                     106,599                 107,398                101,405
Certificates-$100,000 and over                  26,820                  27,087                 13,899
                                             --------------------------------------------------------
   Total average deposits                    $ 285,852               $ 292,455              $ 267,294
                                             ========================================================

<CAPTION>
DISTRIBUTION OF AVERAGE
 DEPOSITS                                         1998                    1998                   1997
                                             ---------------------------------------------------------
<S>                                              <C>                     <C>                    <C>
Demand                                           10.10%                  10.23%                 11.18%
Interest bearing checking                        14.22%                  15.68%                 16.27%
Savings                                          29.01%                  28.11%                 29.42%
Other time                                       37.29%                  36.72%                 37.94%
Certificates-$100,000 and over                    9.38%                   9.26%                  5.20%
                                             --------------------------------------------------------
   Total                                        100.00%                 100.00%                100.00%
                                             ========================================================
<CAPTION>

CHANGE IN AVERAGE                              1998                     1997                   1996
   DEPOSIT SOURCES                             to 1999                 to 1998                To 1997
=====================================================================================================
<S>                                          <C>                     <C>                    <C>
Demand                                       ($  1,045)              $      32              $   2,000
Interest bearing checking                       (5,215)                  2,388                  4,900
Savings                                            723                   3,560                   (705)
Other time                                        (799)                  5,993                  1,756
Certificates-$100,000 and over                    (267)                 13,188                  1,891
                                             --------------------------------------------------------
   Total                                     ($  6,603)              $  25,161              $   9,842
                                             ========================================================
</TABLE>


BORROWINGS

     Other sources of funds for the Company include short-term repurchase
agreements and Federal Home Loan Bank borrowings.

LIQUIDITY AND CAPITAL RESOURCES

     The Company meets its liability-based needs through the operation of the
Bank's branch banking network that gathers demand and retail time deposits. The
Bank also acquires funds through repurchase agreements and overnight federal
funds that provide additional sources of liquidity. Total deposits decreased by
$48.9 million, or 16.1%, from the end of 1998 to 1999. Approximately $11 million
of this decline can be attributed to a reduction in account balances for a
single public depository. In addition, in January 1999, deposits of the Jewett,
Ohio branch office totaling $10.3 million were sold. Average deposits decreased
$6.6 million, or 2.3%, during 1999 compared to 1998. During 1999, the Bank did
not aggressively price deposits in an effort to reduce the size of the Bank to
assist in capital planning.

     The Bank also has lines of credit with various correspondent banks totaling
$5,100,000 which may be used as an alternative funding source; none of these
lines were drawn upon at December 31, 1999. In addition, the Bank has a
repurchase agreement based line of credit with the Federal Home Loan Bank of
Cincinnati for $30 million; at December 31, 1999, the outstanding balance of
this line was $15 million. In February 2000, the Federal Home Loan Bank reduced
the maximum amount the Bank could borrow on the line to $20 million with an
additional line of $2 million on a temporary basis not to exceed three
consecutive days. All borrowings at the Federal Home Loan Bank are subject to
eligible collateral requirements.


                                       25
<PAGE>


     Liquidity may be impacted by the ability of the Company to generate
earnings in the future and to raise additional capital as discussed below.

     At December 31, 1999, shareholders' equity was $11,231,000 compared to
$25,364,000 at December 31, 1998, a decrease of $14,133,000. The decrease in
capital during 1999 was due to the losses incurred by the Company as previously
described. In addition, the market value of securities available for sale, net
of tax, declined by approximately $4.4 million from the year ago period due
principally to the increase in interest rates during 1999.

     The Federal Reserve Board has adopted risk-based capital guidelines that
assign risk weightings to assets and off-balance sheet items. The guidelines
also define and set minimum capital requirements (risk-based capital ratios).
Bank holding companies are required to have core capital (Tier 1) of at least
4.0% of risk-weighted assets and total capital of 8.0% of risk-weighted assets.
Tier 1 capital consists principally of shareholders' equity less goodwill, and a
portion of deferred tax assets. Total capital consists of Tier I capital, plus
certain debt instruments and a portion of the reserve for loan losses.

     The following table shows several capital and liquidity ratios for the
Company for the last two years:

December 31                                       1999         1998
--------------------------------------------------------------------
Average shareholders' equity to :
  Average assets                                  4.9%          8.1%
  Average deposits                                6.8%         11.4%
  Average loans and leases                       10.0%         14.9%
Primary capital                                   6.6%          7.0%
Risk-based capital ratio:
   Tier 1                                         5.6%          9.5%
   Total                                          6.9%         10.8%
Leverage ratio                                    3.5%          5.9%

The Bank's capital ratios are detailed in Footnote 20 of the Notes to the
Consolidated Statements in the Company's financial statements beginning on page
F-1.

     As previously described under Item 1, "Business-Consent Order and Federal
Reserve Bank Agreement," and Regulation", the Company has entered into an
agreement with the Federal Reserve Bank and the Office of the Comptroller of the
Currency to restore the Bank's capital by March 31, 2000 and thereafter maintain
a Tier 1 leverage ratio of at least 6.0%. As part of the plan to improve its
capital ratios, management has reduced the assets of the Bank and has offered
stock for sale through a shareholders' rights offering and simultaneous
ancillary offering to other interested investors. Both offerings are scheduled
to terminate April 14, 2000, subject to potential extension of the ancillary
offering to May 12, 2000.

     The Comptroller of the Currency has required the Bank to limit the amount
of deferred tax assets that the Bank includes in Tier 1 capital. As a result of
this limitation and the loss incurred for the fourth quarter of 1999, the Bank's
Tier 1 capital at December 31, 1999 was $9.1 million and its Tier 1 leverage
ratio was 2.8%. At this level of capitalization, the Bank is currently regarded
as "significantly undercapitalized" under regulatory Prompt Corrective Action
requirements.

     The Bank was unable to achieve the Tier 1 capital level by March 31, 2000
as required under the terms of the consent order. In an effort to satisfy this
requirement, in February 2000, the Company commenced a rights offering and a
simultaneous ancillary offering of its common stock to existing stockholders and
others to raise up to $10 million. The Company did not conclude the offerings as
originally anticipated on March 28, 2000 but extended the offerings until April
14, 2000, and intends to continue the ancillary offering upon the filing and
effectiveness of a post-effective amendment to its registration statement. To
date the Company has received subscriptions to purchase approximately 1,900,000
shares of its Common Stock at $2.00 per share ($3.8 million in the aggregate).
The subscription proceeds are to be released to the Company on or about April
17, 2000. There can be no assurance that the SEC will declare effective an
amendment to the Company's registration statement to permit a continuation of
the ancillary offering, or, if it does, that the Company will raise the capital
required during the period in which such offering is continued to enable the
Bank to achieve the specified Tier 1 capital level.

     In order to achieve a Tier 1 leverage ratio of 6%, the Bank will need
approximately $5.2 million in additional capital after taking into account the
subscriptions for $3.8 million received to date in the offering and $1.65
million invested by the directors prior to the offering. At March 31, 2000, the
Bank's unaudited Tier 1 leverage ratio was 3.1%. At April 13, 2000, its
estimated Tier 1 leverage ratio, including the proceeds from the offering, was
4.3%. While this does not meet the 6% Tier 1 leverage ratio required under the
consent order, the ratio achieved would satisfy the 4% adequately capitalized
required under regulatory Prompt Corrective Action (if determined independently
of the consent order).

     On March 30, 2000, the Bank advised the Comptroller of the Currency that it
would not achieve the specified Tier 1 capital level by March 31, 2000 and
submitted a revised capital restoration plan which sets forth other means to
achieve the objectives, including by seeking to raise additional capital though
an extension of the offering or by selling additional assets or deposits. To
date, the Comptroller of the Currency has not taken action on the capital
restoration plan submitted.


                                       26
<PAGE>


     If Belmont does not raise sufficient capital, the Comptroller of the
Currency could take various actions or mandate that the Bank take specified
actions, including the following:

          1.   It could continue to monitor the Bank's operations as it is
               currently doing and allow the Bank more time to improve its
               capital position.

          2.   It could assume a more active supervisory role and require the
               Bank to implement changes in its business model or management.

          3.   It could assume complete control of the management of the Bank
               and seek to identify a strategic buyer to purchase its assets or
               liquidate its assets.

The Federal Reserve Bank of Cleveland could take similar actions under its
agreement with Belmont. If the Comptroller of the Currency and Federal Reserve
Bank of Cleveland assume complete or significantly greater control of the Bank's
or Belmont's operations or mandate a sale of all of their assets, it is likely
that such actions could have an adverse effect on the value of Belmont's shares.

See Notes 2 and 20 to the Company's consolidated financial statements.

DIVIDENDS

     The following table presents dividend payout ratios for the past three
years:

                                           1999       1998     1997
                                           --------------------------
Total dividends declared
  as a percentage of net income             N/A       N/A     27.17%
Common dividends declared
  as a percentage of earnings per
  common share                              N/A       N/A     27.20%

Cash dividends were declared and paid in the amount of $0.12 per share in 1999
prior to the Company's determination that it would not realize positive earnings
for the year. Dividends of $0.385 per share were paid in 1998. Future dividends
will require approval of the Company's regulators.

     The subsidiary Bank is the primary source of funds to pay dividends to the
shareholders of Belmont . The approval of the Comptroller of the Currency will
be required for future dividends from the Bank to Belmont because previously
paid dividends have exceeded the total of the Bank's retained net profits for
the current and preceding two years. The Board of Governors of the Federal
Reserve Bank has issued a policy statement stating that a bank holding company
generally should not maintain its existing rate of cash dividends on common
stock unless (1) the organization's net income available to common shareholders
over the past year has been sufficient to fully fund the dividends and (2) the
prospective rate of earnings retention appears consistent with the
organization's capital needs, asset quality, and overall financial condition.
Belmont has ceased payment of a cash dividend until the it achieves a certain
level of profitability and capital.

YEAR 2000

     As described in the Company's annual report on Form 10-K/A for the year
ended December 31, 1998 and its quarterly reports on Form 10-Q or 10-Q/A for the
quarters ended March 31, 1999, June 30, 1999 and September 30, 1999, during
1999, Belmont examined its operating systems for Year 2000 compliance. Since
entering the year 2000, Belmont has not experienced any significant disruptions
to its business by reason of any Year 2000 problems. Belmont will continue to
monitor its critical systems over the next several months, but does not
anticipate any significant Year 2000 impact on its business. Belmont did not
incur significant incremental costs in seeking to become Year 2000 compliant.


                                       27
<PAGE>


RECENT ACCOUNTING PRONOUNCEMENTS

     Currently, there are no recent accounting pronouncements that, if adopted,
would have a material effect on the Company's financial position.

FORWARD-LOOKING STATEMENTS

     Various statements made in Item 1 and elsewhere in this Report concerning
the manner in which the Company intends to conduct its future operations, and
potential trends that may impact future results of operations, are
forward-looking statements. The Company may be unable to realize its plans and
objectives due to various important factors, including, but not limited to, the
following factors:

          o    the Company's inability to raise or maintain adequate levels of
               capital, as required by the Office of the Comptroller of the
               Currency or the Federal Reserve Bank of Cleveland.

          o    the Company's need to further reduce its total assets through the
               sale of assets and the repayment of funding sources, which could
               impair its ability to generate earnings in future periods.

          o    the Company's need to recognize loan losses or create additional
               loan loss reserves due to additional problem loans.

          o    unforeseen adverse conditions in the Company's borrowers'
               businesses or financial condition.

          o    changes in general economic and business conditions and in the
               banking industry in particular.

          o    changes in banking regulations.

          o    other factors discussed under "Risk Factors" in Amendment No. 4
               to the Company's Registration Statement on Form S-2, as amended,
               filed on February 4, 2000 (Registration No. 333-91035). This
               disclosure may be accessed through the Website maintained by the
               SEC at "http://www.sec.gov" or, upon request made to Shareholder
               Relations, Belmont National Bank, at 980 National Road, Wheeling,
               WV 26003, telephone (304) 233-1206, the Company will provide a
               copy of this disclosure without charge.

ITEM 7A-QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Market risk is the risk of loss arising from adverse changes in the fair
value of financial instruments due to changes in interest rates, exchange rates
and equity prices. The Company's market risk is composed primarily of interest
rate risk. Interest rate risk results from timing differences in the repricing
of assets, liabilities and off-balance sheet instruments, changes in
relationships between rate indices and the potential exercise of explicit or
embedded options. The Asset/Liability Management Committee ("ALCO") meets
regularly to review the interest rate sensitivity position of the Company and to
monitor and limit exposure to interest rate risk. The goal of asset/liability
management is to maximize net interest income and the net value of the Company's
future cash flows within the interest rate risk limits established by the Board
of Directors.

     Interest rate risk is monitored primarily through the use of two
complementary measures: earnings simulation modeling and net present value
estimation. While each of these interest rate risk measurements has limitations,
taken together they represent a reasonably comprehensive view of the magnitude
of interest rate risk in the Company. The key assumptions underlying these
measures are periodically reviewed by ALCO.


                                       28
<PAGE>


     Based on the earnings simulation model at December 31, 1999, changes in net
interest income were projected as follows given a parallel shift in the yield
curve:

                               Change in         % Change
                             Net Interest    in Net Interest
(Expressed in thousands)        Income            Income
------------------------------------------------------------
Down 200 basis points           $(173)            -1.9%
Down 100 basis points               7               0.1%


Up 100 basis points               (70)            -0.8%

Up 200 basis points              (153)            -1.7%


     The change in the estimated present value of equity as a percentage of the
total market value of equity was 22.0% given a 200 basis point increase in
interest rates.

ITEM 8 - FINANCIAL STATEMENTS & SUPPLEMENTARY DATA

     The financial statements and schedules are set forth beginning on page F-1.

     On October 18, 1999, the Company filed a current report on Form 8-K to
disclose its dismissal of S.R. Snodgrass A.C. as its independent auditors. and
it appointment of Crowe Chizek and Company LLP to serve as its new independent
auditors. On October 20, 1999, the Company filed an amendment to this report to
disclose that S.R. Snodgrass A.C. had advised the Company that it agreed with
the Company's disclosure in such 8-K concerning the dismissal of S.R. Snodgrass
A.C.

ITEM 9 - CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

     On October 18, 1999, the Company filed a current report on Form 8-K to
disclose its dismissal of S.R. Snodgrass A.C. as its independent auditors and
its appointment of Crowe Chizek and Company LLP to serve as its new independent
auditors. On October 20, 1999, the Company filed an amendment to this report to
disclose that S.R. Snodgrass A.C. had advised the Company that it agreed with
the Company's disclosure in such 8-K concerning the dismissal of S.R. Snodgrass
A.C.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Executive Officers, Key Employees and Directors

     The following table sets forth certain information concerning each
individual who currently serves as an executive officer, key employee or
director of the Company, including such person's business experience during at
least the past five years, positions held with the Company and certain
directorships held by such person. Each director holds office for a staggered,
three-year term and until his successor has been duly elected and qualified. All
directors are currently directors of the Company and its principal subsidiary,
Belmont National Bank. Executive officers are appointed by the Board of
Directors and serve at the pleasure of the Board. There are no family
relationships among the executive officers and/or directors, nor are there any
arrangements or understandings between any director or officer and another
person pursuant to which he was selected as a director or officer except as may
be hereinafter described.

      Name                    Age      Position

Directors
W. Quay Mull, II               57      Chairman of the Board
Wilbur R. Roat                 52      President, Chief Executive Officer and
                                       Director
J. Vincent Ciroli, Jr.         54      Director
John H. Goodman, II            55      Director
Mary L. Holloway Haning        44      Director
Charles J. Kaiser, Jr.         50      Director
Terrence A. Lee                50      Director
Dana J. Lewis                  56      Director
James R. Miller                57      Director
Thomas P. Olszowy              53      Director
Keith A. Sommer                59      Director
Charles A. Wilson, Jr.         57      Director


                                       29
<PAGE>

Other Executive Officers
Jane R. Marsh                  38      Senior Vice President, Controller and
                                       Cashier
Stephen K. Kilpatick           41      Senior Vice President and Senior Lending
                                       Officer, Belmont National Bank

Directors

     W. Quay Mull, II has served as Chairman of the Board of Directors of the
Company and the Bank since 1998 and was first elected to its Board of Directors
in 1984. Mr. Mull has been employed at a management company, Mull Industries,
Inc., since 1964, where he now serves as its Chairman of the Board of Directors.

     Wilbur R. Roat has served as a director and the President and Chief
Executive Officer of the Company and the Bank since December 1999. Prior to
accepting this appointment, Mr. Roat served as the president and chief executive
officer of First Lehigh Bank from September 1994 until February 1999. From March
1992 to September 1994, Mr. Roat served as the president and chief executive
officer of St. Edmond's Savings and Loan.

     J. Vincent Ciroli, Jr. has served as a director of the Company since 1984.
From 1984 until his resignation in July 1999, he served as a director of the
Bank. Mr. Ciroli also served as the President and Chief Executive Officer of the
Company from 1984 until June 1999 and served as President and Chief Executive
Officer of the Bank from 1986 until June 1999.

     John H. Goodman, II has served as a member of the Board of Directors of the
Company and the Bank since 1974. Since 1969, he also has served as the president
of Goodman Group, Inc. Mr. Goodman has been the owner of Harvey Goodman Realtor
since 1975.

     Mary L. Holloway Haning has served as a member of the Board of Directors of
the Company and the Bank since 1993. Since September 1996, she has been a
teacher at Mount de Chantal School. From September 1995 to September 1996, Ms.
Haning was the special projects coordinator at Plastic Surgery, Inc. From 1987
until 1995, Ms. Haning held the position of Director of Admissions at Wheeling
Country Day School.

     Charles J. Kaiser, Jr. has served as a member of the Board of Directors of
the Company and the Bank since 1979. Mr. Kaiser has been an attorney at the law
firm, Phillips, Gardill, Kaiser & Altmeyer since 1979, where he is now a
partner.

     Terrence A. Lee has served as a member of the Board of Directors of the
Company and the Bank since 1987. He also has been the owner of the accounting
firm, Lee & Associates, since January 1996. Mr. Lee previously was a partner in
the accounting firm, Lee, O'Connor & Associates, in 1995. From 1989 until 1995,
Mr. Lee was the owner of the accounting firm, Lee & Associates.

     Dana J. Lewis has served as a member of the Board of Directors of the
Company and the Bank since 1994. Mr. Lewis has served as the President of Zanco
Enterprises, Inc., an owner and operator of McDonald's restaurants, since 1977.

     James R. Miller has served as a member of the Board of Directors of the
Company and the Bank since 1995. He also has served as the president and chief
executive officer of Howden Buffalo, Inc. since November 1998. From April 1992
until November 1998, Mr. Miller was the president of New Philadelphia Fan Co., a
subsidiary of Howden Buffalo, Inc.

     Thomas P. Olszowy has served as a member of the Board of Directors of the
Company and the Bank since 1993. Mr. Olszowy is an independent insurance agent
and has owned the Tom Olszowy Insurance Agency since 1976.

     Keith A. Sommer has served as a member of the Board of Directors of the
Company and the Bank since 1995. He also is president of the law firm, Sommer &
Liberati Co., LPA. Mr. Sommer has been an attorney at Sommer & Liberati Co., LPA
since 1968.


                                       30
<PAGE>


     Charles A. Wilson, Jr. has served as a member of the Board of Directors of
the Company and the Bank since 1973. He currently is an Ohio State
Representative. Mr. Wilson has been the president and owner of Wilson Funeral &
Furniture Co., Inc. since 1967.

     John A. Belot, who served as a director of the Company and the Bank
throughout 1999, resigned from the Board in March 2000.

Other Executive Officers

     Jane R. Marsh has held various responsible accounting positions with the
Bank and the Company since 1987, most recently as the Senior Vice President,
Controller and Cashier.

     Stephen K. Kilpatrick joined the Bank in March 1999 and was subsequently
appointed Senior Vice President and Senior Lending Officer. From 1994 until
joining the Bank, Mr. Kilpatrick served as Vice President of Commercial Lending
at the First National Bank of Zanesville.

ITEM 11.  EXECUTIVE COMPENSATION

Summary of Executive Officer Compensation

     The following table shows all compensation paid by the Company and its
subsidiaries for the fiscal years ended December 31, 1999, 1998 and 1997 to each
person who has served as the chief executive officer of the Company at any time
since the beginning of the last completed fiscal year and to the Company's most
highly compensated executive officers who served as executive officers during
the last fiscal year, whose income exceeded $100,000 (the "Named Executive
Officers"). No other executive officers of the Company received compensation in
excess of $100,000 in 1999.

                           Summary Compensation Table
<TABLE>
<CAPTION>
                                                             Annual Compensation      All Other
                                                             -------------------    ------------
            Name and Principal Position              Year  Salary ($)  Bonus ($)    Compensation
            ---------------------------              ----  ----------  ---------    ------------

<S>                                                  <C>    <C>        <C>            <C>
J. Vincent Ciroli, Jr., formerly President & Chief   1999    82,357    21,735          3,845
Executive Officer
                                                     1998   161,000    48,300(1)      23,199
                                                     1997   152,000    57,200(1)      15,708


W. Quay Mull, II, formerly Interim Chief Executive   1999      0(2)         0              0
Officer
                                                     1998        --        --             --
                                                     1997        --        --             --


Wilbur R. Roat, President and Chief Executive        1999     6,154
Officer

                                                     1998        --        --             --
                                                     1997        --        --             --
</TABLE>


1.   These bonuses include amounts credited to the Company's deferred
     compensation plan (described below under "Other Compensation Plans and
     Arrangements").
2.   Mr. Mull served as Interim Chief Executive Officer without compensation.

Other Compensation Plans and Arrangements

     Annual Bonus Incentives for executive officers are intended to reflect the
Company's belief that management's contribution to corporate performance comes,
in part, from maximizing the Company's return on common shareholders' equity.
Accordingly, since 1989 the Board of Directors has had in place an Executive


                                       31
<PAGE>


Incentive Compensation Plan to provide incentive compensation based upon the
earnings of the Bank. Amounts paid under the Plan are included in the "Bonus"
column in the Summary Compensation Table above. The individuals currently
covered by the Plan are Wilbur R. Roat and Jane R. Marsh.

     In 1997, the Compensation Committee retained Bank Compensation Strategies
Group of Dublin, Ohio to advise the Committee and the Board on changes to the
Executive Compensation Plan, which should (1) allow additional senior executives
to be added to the Executive Incentive Compensation Plan without disrupting the
formula; and (ii) require half of each year's bonus to be deferred and held as
phantom stock of the Company, which is hoped will enhance the senior executives'
interest in the long-term appreciation of the Company's stock.

     The revised Senior Executive Incentive Plan adopted in 1997 pays an
incentive bonus calculated as a percentage of salary varying between 10% and 80%
when the Company's return on equity exceeds the average return on equity of a
peer group. No award is made unless the Company's return on equity is at least
10% greater than the peer group average. Half of any bonus is paid to the
executive in cash and the other half is credited to a non-qualified deferred
compensation plan. This portion of the bonus is determined based on the
appreciation or depreciation of the Company's common stock. Upon termination of
employment for reasons of death, disability, retirement or any other reason, the
executive will be paid his benefit in cash over a period of years. The Committee
believes that the program, as revised, provides an appropriate link between the
Company's short-term performance and long-term performance (as measured by the
appreciation of its stock) and the incentives paid to the executive officers.
The return on equity goal is established by the Committee annually.

     Other compensation is provided so that the Company's overall benefits are
comparable with other similar organizations so as to attract and retain
competent management.

     The Bank has a Defined Contributed 401(k) Savings Plan, which allows
employees who work over 1,000 hours per year to defer up to 10% of their pre-tax
salary to the Plan. The Bank matches fifty percent (50%) of the first four
percent (4%) deferred. The Bank may also make voluntary contributions to the
Plan. In 1999, the Bank paid $39,925 in matching funds and no voluntary
contribution was made. In 1999, the matching funds contribution for Mr. Ciroli
was $1,647.

     No options were awarded to any of the Named Executive Officers in 1999.
None of the Named Executive Officers currently hold any stock options. However,
the Company entered into an employment agreement with Wilbur R. Roat in December
1999, under which the Company agreed to grant to Mr. Roat options to purchase
between 50,000 and 75,000 shares of Common Stock under the Belmont Bancorp. 1999
Stock Option Plan for Wilbur Roat proposed to be adopted by the Board.

Employment Contracts

     The Bank and Belmont entered into an employment agreement with Mr. Roat in
December 1999 which provides for his engagement as the president and chief
executive officer for a term of three years, subject to renewal, at an annual
base salary of $160,000. The agreement contemplates that a bonus of from $20,000
to $25,000 will be paid in 2001 if Mr. Roat is successful in improving the
Bank's loan portfolio. The parties have also agreed to adopt a mutually
acceptable bonus plan, which provides for the payment of an annual bonus to Mr.
Roat in subsequent years based on specified criteria. The agreement also
provides that options to purchase from between 50,000 and 75,000 shares of
Belmont's common stock will be issued to him at an exercise price equal to the
market price of Belmont's stock when granted with vesting over a four year
period, subject to acceleration upon a change of control. If, prior to a change
of control, Belmont terminates or fails to renew the agreement without cause,
Mr. Roat will be entitled to continuation of his compensation and benefits for
the remaining term, if any, and for a six month severance period. If Belmont
terminates or fails to renew the agreement without cause within two years
following a change of control or if Mr. Roat voluntarily terminates his
employment within six months following a change of control, he will be entitled
to receive payment of an amount equal to 299% of his annualized base salary and
most recent bonus.


                                       32
<PAGE>



Compensation of Directors

         Directors  who are not  employees of the Company or the Bank receive an
annual  retainer  fee of  $3,000.00,  payable  quarterly  in  arrears,  plus  an
attendance fee of $300.00 for each Bank or Committee  Meeting  attended.  During
1999, a total of $58,581.08 was paid to Directors.

Compensation Committee Interlocks and Insider Participation

     John H. Goodman, II, Charles J. Kaiser, Jr., Terrence A. Lee, James R.
Miller, W. Quay Mull, II, Thomas P. Olszowy, Keith A. Sommer and Charles A.
Wilson, Jr. serve on the Company's Compensation Committee. There are no
interlocking relationships, as defined in the regulations of the Securities and
Exchange Commission, involving any of these individuals. Mr. Mull serves as the
Company's Chairman.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the number of shares and percentage of
Common Stock beneficially owned as of April 14, 2000 by (i) each person who is
known by the Company to own beneficially more than 5% of the shares of Common
Stock, (ii) each director and executive officer of the Company, and (iii) all
directors and executive officers of the Company as a group. The address of each
individual listed below is 154 West Main Street, St. Clairsville, Ohio 43950,
except as otherwise noted. Unless stated otherwise, each person so named
exercises sole voting and investment power as to the shares of Common Stock so
indicated. There were 5,236,534 shares of Common Stock issued and outstanding as
of April 14, 2000.

                          Security Ownership Table (1)

Name and Address of Beneficial Owner               Amount          Percent (%)
------------------------------------                              ------------
W.Quay Mull, II                                     244,388(2)        4.5
Terrence A. Lee                                      29,462(3)          *
John H. Goodman, II                                 269,525(4)        5.0
Keith A. Sommer                                      74,008(5)        1.4
James R. Miller                                      16,000(6)          *
Mary L. Holloway Haning                               8,966(7)          *
Charles J. Kaiser, Jr                                46,370(8)        2.3
Thomas P. Olszowy                                    94,057(9)        1.8
Charles A. Wilson, Jr                               153,556(10)       2.9
Wilbur R. Roat                                       15,000             *
J. Vincent Ciroli, Jr                                31,980             *
Dana J. Lewis                                       117,064(11)       2.2
Directors and Named Executives as a Group         1,100,376          21.0

----------
     1. The above table assumes conversion of the Company's Series A Preferred
Stock, issued at a price of $100.00 per share, which is currently convertible
into Common Stock at the election of either the Company or the holder based upon
the $2.00 price per share of Common Stock in the rights and ancillary offerings
(at which price 50 shares of Common Stock would be issued for each share of
Series A Preferred Stock upon conversion). On April 13, 2000 the Board adopted a
resolution authorizing and directing the Company to conert the Series A
Preferred Stock into Common Stock. Following is information concerning the
beneficial ownership of the Series A Preferred Stock:

Beneficial Owner                                 Amount          Percent (%)
                                                                 -----------
W. Quay Mull, II                                 4,200               25.4
Terrence A. Lee                                    500                3.0
John H. Goodman, II                              3,200               19.4
Keith A. Sommer                                  1,200                7.3
James R. Miller                                    300                1.8
Mary L. Holloway Haning                            100                0.6
Charles J. Kaiser, Jr                            2,500               15.2


                                       33
<PAGE>


Thomas P. Olszowy                                1,000                6.1
Charles A. Wilson, Jr                            2,000               12.1
Dana J. Lewis                                    1,500                9.1
                    Total:                      16,500              100.0


2. This amount includes (i) 20,100 shares held in the name of Mull Machine
Company, of which Mr. Mull is President and in which Mr. Mull holds a
substantial ownership interest; and (ii) 50,000 shares of Common Stock issuable
to Barbara P. Mull and 160,000 shares issuable to Mr. Mull upon conversion of
the Company's currently outstanding Series A Preferred Stock, assuming
conversion at the current conversion rate of $2.00 per share (see Note 1).

3. This amount includes 32 shares each held in the names of: Terrence A. Lee,
Custodian for Katherine M. Lee, UOTMA, Terrence A. Lee, Custodian for Natalie A.
Lee, UOTMA, and Terrence A. Lee, Custodian for Tara N. Lee, UOTMA; Katherine,
Natalie and Tara are Mr. Lee's minor daughters. This amount also includes 25,000
shares of Common Stock issuable to Terrence A. and Cathy C. Lee JTWROS upon
conversion of the Company's currently outstanding Series A Preferred Stock,
assuming conversion at the current conversion rate of $2.00 per share (see Note
1). This amount does not include 52,704 shares held in the name of John H.
Goodman, II and Terrence A. Lee, Trustees for a trust dated February 2, 1991, to
which Mr. Lee disclaims any beneficial interest.

4. This amount includes (i) 7,134 shares held in the name of Marylouise Goodman
IRA and 1,436 shares held in the name of Marylouise Goodman, wife of Mr.
Goodman, to which Mr. Goodman disclaims any beneficial interest; (ii) 1,892
shares held in the name of John H. Goodman, Custodian for Emily Goodman, UOTMA,
Mr. Goodman's minor child; (iii) 52,704 shares held in the name of John H.
Goodman, II and Terrence A. Lee, Trustees under a trust dated February 2, 1991,
to which Mr. Goodman disclaims any beneficial interest; (iv) 7,601 shares held
by J. Harvey Goodman and John H. Goodman, II, Trustees under a trust dated April
26, 1995; and (v) 60,000 shares of Common Stock issuable to Mrs. Goodman and
100,000 shares issuable to the John H. Goodman, II IRA upon conversion of the
Company's currently outstanding Series A Preferred Stock, assuming conversion at
the current conversion rate of $2.00 per share (see Note 1).

5. This amount includes 60,000 shares of Common Stock issuable to Keith A.
Sommer SEP IRA upon conversion of the Company's currently outstanding Series A
Preferred Stock, assuming conversion at the current conversion rate of $2.00 per
share (see Note 1).

6. This amount includes 15,000 shares of Common Stock issuable to James R.
Miller IRA upon conversion of the Company's currently outstanding Series A
Preferred Stock, assuming conversion at the current conversion rate of $2.00 per
share (see Note 1).

7. This amount includes (i) 2,560 shares held for the benefit of Ms. Haning in
trust in which Wesbanco Bank Wheeling is trustee; and (ii) 5,000 shares of
Common Stock issuable to Ms. Haning upon conversion of the Company's currently
outstanding Series A Preferred Stock, assuming conversion at the current
conversion rate of $2.00 per share (see Note 1).

8. This amount includes (i) 180 shares held in the name of Deborah P. Kaiser,
IRA, wife of Mr. Kaiser, to which Mr. Kaiser disclaims any beneficial interest;
(ii) 1,500 shares held in the name of Marchak Investment Co., a partnership, in
which Mr. Kaiser is a general partner and holds a substantial beneficial
interest; and (iii) 20,000 shares of Common Stock issuable to Wesbanco Trust and
Investment Services, Trustee for Phillips, Gardill, Kaiser & Altmeyer P.S. Plan
f/b/o Charles J. Kaiser, Jr. and 105,000 100 shares issuable to Wesbanco Trust
and Investment Services, Custodian for Charles J. Kaiser, Jr. IRA. upon
conversion of the Company's currently outstanding Series A Preferred Stock,
assuming conversion at the current conversion rate of $2.00 per share (see Note
1).

9. This amount includes (i) 30,254 shares held in the names of Tom and Diana
Olszowy joint tenants with right of survivorship in which Mr. Olszowy shares
voting and investment power; (ii) 754 shares held in the name of Tom Olszowy,
custodian for Dana Paul Olszowy; (iii) 2,204 shares held in the name of Tom
Olszowy, custodian for Jonathan T. Olszowy, to which Mr. Olszowy disclaims any
beneficial interest; (iv) 10,845 shares held in the name of Thomas P. Olszowy
SEP IRA; and (v) 14,250 shares issuable to Thomas P. and Diana L. Olszowy JTWROS
and


                                       34
<PAGE>


35,750 shares issuable to Thomas P. Olszowy SEP IRA upon conversion of the
Company's currently outstanding Series A Preferred Stock, assuming conversion at
the current conversion rate of $2.00 per share (see Note 1).

10. This amount includes (i) 7,804 shares held in the name of Wilson Funeral and
Furniture Company, of which Mr. Wilson is President, and in which Mr. Wilson
holds a substantial stock interest and has voting power; and (ii) 16,300 shares
issuable to Mr. Wilson and 83,700 shares issuable to Charles A. Wilson, Jr. IRA
upon conversion of the Company's currently outstanding Series A Preferred Stock,
assuming conversion at the current conversion rate of $2.00 per share (see Note
1).

11. This amount includes 36,500 shares issuable to Mr. Lewis and 38,500 shares
issuable to Dana Lewis IRA upon conversion of the Company's currently
outstanding Series A Preferred Stock, assuming conversion at the current
conversion rate of $2.00 per share (see Note 1).

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain of its officers and persons who own more than 10% of the
Company's common stock to file reports of ownership and changes in ownership
with the SEC. Such persons are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.

     Based solely on review of the copies of such forms furnished to the
Company, the Company believes that all Section 16(a) filing requirements
applicable to persons who are officers or directors of the Company or holders of
10% of the Company's common stock were complied with in 1999.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Certain Directors and Executive Officers and their associates were
customers of and had transactions with the Bank in the ordinary course of the
Bank's business during 1998 and 1999. From time to time the law firms of
Phillips, Gardill, Kaiser & Altmeyer, of which Charles J. Kaiser, Jr. is a
partner, Sommer, Liberati & Co., LPA, of which Keith A. Sommer is a partner, and
Doepken Keevican & Weiss Professional Corporation, of which James F. Bauerle is
a member, have rendered legal services to the Company and the Bank. Messrs.
Kaiser and Sommer are directors of both Belmont and the Bank. Mr. Bauerle served
as senior vice president of the Bank from June 1999 to December 1999. It is
contemplated that these firms will be retained to perform additional legal
services during the current year. Mr. Bauerle and David G. Brewick, who served
as interim president of Belmont and the Bank from June 1999 to December 1999,
are principals of FiCap Strategic Partners LLC, which has served as the Bank's
advisor. During 1999, the Company paid advisory fees of $1,127,000 plus expenses
of $90,000 to FiCap. The Company also agreed to grant to FiCap, for its
services, two year options to purchase 50,000 shares of our Common Stock at
$10.84, the average daily price for the Company's shares during June and July
1999. In addition, Doepken Keevican & Weiss received legal fees of $878,000 for
legal services rendered during 1999.

     See "Employment Contracts" in Item 11 of this Report for a description of
the employment agreement entered into among the Company, the Bank and Mr. Roat.


                                       35
<PAGE>


PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  1. Financial Statements as listed on page F-1.
     2. Financial Statement Schedules as listed on page F-1.
     3. Exhibits as listed on page E-1.

     (b)  Reports on Form 8-K.

          On October 14, 1999, the Company filed a current report on Form 8-K to
          disclose that it had filed a suit in the Court of Common Pleas of
          Tuscarawas County, Ohio against Steven D. Schwartz, President of
          Schwartz Homes, Inc., and had entered claims against three additional
          people, including William Wallace, the Bank's former Executive
          Vice-President and Chief Operating Officer.

          On October 18, 1999, the Company filed a current report on Form 8-K to
          disclose its dismissal of S.R. Snodgrass A.C. as its independent
          auditors and its appointment of Crowe Chizek and Company LLP to serve
          as its new independent auditors. On October 20, 1999, the Company
          filed an amendment to this report to disclose that S.R. Snodgrass A.C.
          had advised the Company that it agreed with the Company's disclosure
          in such 8-K concerning the dismissal of S.R. Snodgrass A.C.

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 on April 13, 2000.

By  s/ Wilbur R. Roat                          BELMONT BANCORP.
   --------------------------------
   President & Chief Executive Officer         (Registrant)

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE                  TITLE                                           DATE

<S>                        <C>                                             <C>
s/W. Quay Mull II          Chairman of the Board and Director              April 13, 2000
------------------------------------------------------------------------------------------

s/Wilbur R. Roat           Director, President & Chief Executive Officer   April 13, 2000
------------------------------------------------------------------------------------------

s/Jane R. Marsh            Secretary (principal financial and
                           accounting officer)                             April 13, 2000
------------------------------------------------------------------------------------------

s/Charles J. Kaiser, Jr.   Director                                        April 13, 2000
------------------------------------------------------------------------------------------

s/John H. Goodman, II      Director                                        April 13, 2000
------------------------------------------------------------------------------------------

s/James R. Miller          Director                                        April 13, 2000
------------------------------------------------------------------------------------------

s/Terrence A. Lee          Director                                        April 13, 2000
------------------------------------------------------------------------------------------

s/Thomas P. Olszowy        Director                                        April 13, 2000
------------------------------------------------------------------------------------------

s/Keith A. Sommer          Director                                        April 13 , 2000
------------------------------------------------------------------------------------------
</TABLE>


                                       36
<PAGE>



INDEX TO FINANCIAL STATEMENTS

Consolidated Balance Sheets at December 31, 1999 and 1998                 F-1

Consolidated Statements of Income for the years ended
     December 31, 1999, 1998 and 1997                                     F-2

Consolidated Statements of Shareholders' Equity for the years ended
     December 31, 1999, 1998 and 1997                                     F-3

Consolidated Statements of Cash Flows for the years ended
     December 31, 1999, 1998 and 1997                                     F-4

Notes to Financial Statements                                             F-5

Report on Management's Responsibilities                                   F-19

Report of Crowe, Chizek and Company LLP                                   F-20

Report of S.R. Snodgrass A.C.                                             F-21



<PAGE>


Belmont Bancorp. and Subsidiaries

Consolidated Balance Sheets
($000's)                                                                  [LOGO]
================================================================================

<TABLE>
<CAPTION>
                                                                                          December 31,
Assets                                                                               1999               1998
                                                                                  -----------------------------
<S>                                                                               <C>                 <C>
Cash and due from banks                                                           $  15,439           $   9,439
Federal funds sold                                                                    2,025                  --
Loans held for sale                                                                   1,845               1,734
Trading assets                                                                           --               2,281
Securities available for sale (at fair value)                                       110,692             184,995
Securities held to maturity (fair value $12,814 - 1998)                                  --              12,516
Loans                                                                               165,134             206,452
Less allowance for loan losses                                                       (9,702)             (5,475)
                                                                                  -----------------------------
     Net loans                                                                      155,432             200,977
Premises and equipment, net                                                           7,263               7,377
Deferred federal tax assets                                                           8,823               1,887
Cash surrender value of life insurance                                                4,196               5,635
Federal taxes receivable                                                              5,411               4,533
Accrued income receivable                                                             1,751               2,731
Other assets                                                                          2,890               4,178
                                                                                  -----------------------------
     Total Assets                                                                 $ 315,767           $ 438,283
                                                                                  =============================
Liabilities and Shareholders' Equity
Liabilities

Noninterest bearing deposits:
   Demand                                                                         $  28,685              30,219
Interest bearing deposits:
   Demand                                                                            28,456              42,437
   Savings                                                                           77,403              88,265
   Time                                                                             120,888             143,430
                                                                                  -----------------------------
     Total deposits                                                                 255,432             304,351
Securities sold under repurchase agreements                                           6,093               6,239
Federal funds purchased and other short-term borrowings                              19,740               3,950
Long-term borrowings                                                                 20,000              91,401
Accrued interest on deposits and other borrowings                                       747                 896
Other liabilities                                                                     2,524               6,082
                                                                                  -----------------------------
     Total liabilities                                                              304,536             412,919
                                                                                  -----------------------------

Shareholders' Equity
Preferred stock - authorized 90,000 shares with
  no par value; issued and outstanding, 16,500 shares
  of Series A convertible preferred stock at 12/31/99                                 1,650                  --
Common stock - $0.25 par value, 17,800,000 shares authorized,
  5,288,326 issued at 12/31/99 and 12/31/98                                           1,321               1,321
Additional paid-in-capital                                                            7,904               7,854
Treasury stock at cost
  (51,792 shares at 12/31/99; 66,174 shares at 12/31/98)                             (1,170)             (1,400)
Retained earnings                                                                     7,129              18,788
Accumulated other comprehensive loss                                                 (5,603)             (1,199)
                                                                                  -----------------------------
     Total shareholders' equity                                                      11,231              25,364
                                                                                  -----------------------------
     Total liabilities and shareholders' equity                                   $ 315,767           $ 438,283
                                                                                  =============================
</TABLE>

The accompanying notes are an integral part of the financial statements.

                                      F-1

<PAGE>

Belmont Bancorp. and Subsidiaries

Consolidated Statements of Income
For the Years Ended December 31, 1999, 1998 and 1997 ($000's)             [LOGO]
================================================================================

<TABLE>
<CAPTION>
Interest Income                                            1999                  1998                 1997
                                                       -------------------------------------------------------
<S>                                                    <C>                   <C>                   <C>
Loans:
   Taxable                                             $    16,223           $    20,923           $    19,141
   Tax-exempt                                                  284                   271                   334
Securities:
   Taxable                                                   6,642                 7,720                 7,238
   Tax-exempt                                                1,985                 1,241                 1,284
Dividends                                                      381                   336                   280
Interest on trading securities                                  86                    68                    --
Interest on federal funds sold                                 269                   228                    71
                                                       -------------------------------------------------------
     Total interest income                                  25,870                30,787                28,348
                                                       -------------------------------------------------------

Interest Expense
Deposits                                                    10,894                11,671                10,063
Other borrowings                                             4,715                 4,809                 3,941
                                                       -------------------------------------------------------
     Total interest expense                                 15,609                16,480                14,004
                                                       -------------------------------------------------------
     Net interest income                                    10,261                14,307                14,344

Provision for Loan Losses                                   15,877                12,882                 1,055
                                                       -------------------------------------------------------
     Net interest income (loss) after
       provision for loan losses                            (5,616)                1,425                13,289
                                                       -------------------------------------------------------

Noninterest Income
Trust fees                                                     484                   463                   466
Service charges on deposits                                    921                   752                   707
Other operating income                                         817                   824                   746
Trading gains (losses)                                         (10)                   62                    --
Investment securities gains (losses)                          (880)                1,338                   799
Gain on sale of loans                                          341                   144                    91
Gain on sale of real estate                                     --                   383                    --
                                                       -------------------------------------------------------
     Total noninterest income                                1,673                 3,966                 2,809
                                                       -------------------------------------------------------

Noninterest Expense
Salary and employee benefits                                 3,826                 4,633                 3,948
Net occupancy expense of premises                              898                   824                   783
Equipment expenses                                             891                   933                   947
Other operating expenses                                     7,027                 3,106                 3,054
                                                       -------------------------------------------------------
     Total noninterest expense                              12,642                 9,496                 8,732
                                                       -------------------------------------------------------
     Income (loss) before income taxes                     (16,585)               (4,105)                7,366

Income Taxes (Benefit)                                      (5,554)               (2,186)                1,421
                                                       -------------------------------------------------------
     Net income (loss)                                 $   (11,031)          $    (1,919)          $     5,945
                                                       =======================================================
Weighted Average Number of Shares Outstanding            5,235,431             5,252,161             5,278,152
                                                       =======================================================
Basic Earnings Per Common Share                        $     (2.11)          $     (0.37)          $      1.13
                                                       =======================================================
</TABLE>

The accompanying notes are an integral part of the financial statements.

                                      F-2

<PAGE>

Belmont Bancorp. and Subsidiaries

Consolidated Statements of Changes in Shareholders' Equity
For the Years Ended December 31, 1999, 1998 and 1997 ($000's)             [LOGO]
================================================================================
<TABLE>
<CAPTION>
                                                                                                        Accumulated
                                                                                                           Other
                                                                   Additional                              Compre-      Compre-
                                            Preferred    Common     Paid-in-    Retained     Treasury      hensive      hensive
                                              Stock       Stock      Capital    Earnings       Stock       Income    Income (Loss)
                                            --------------------------------------------------------------------------------------
<S>                                         <C>         <C>         <C>         <C>          <C>          <C>                 <C>
Balance, December 31, 1996                  $     --    $  1,057    $  7,781    $ 18,670     $     (8)    $   (168)
Comprehensive income
  Net income                                                                       5,945                               $  5,945
  Other comprehensive income, net of tax
   Unrealized loss on securities
     net of reclassification                                                                                   367          367
                                                                                                                       --------
     Comprehensive income                                                                                              $  6,312
                                                                                                                       ========
Cash dividends declared:
  Common stock (per share $.306)                                                  (1,615)
Five-for-four stock split effected
  in the form of a stock dividend                            264                    (264)
Cash paid in lieu of fractional
  shares on stock split                                                               (7)
Purchase of treasury stock                                                                       (123)
                                            ----------------------------------------------------------------------


Balance, December 31, 1997                  $     --    $  1,321    $  7,781    $ 22,729     $   (131)    $    199
Comprehensive income
  Net loss                                                                        (1,919)                              $ (1,919)
  Other comprehensive income, net of tax
   Unrealized loss on securities
     net of reclassification                                                                                (1,398)      (1,398)
                                                                                                                       --------
     Comprehensive income (loss)                                                                                       $ (3,317)
                                                                                                                       ========
Cash dividends declared:
  Common stock (per share $.385)                                                  (2,022)
Purchase of treasury stock                                                                     (1,308)
Issuance of treasury stock                                                73                       39
                                            ----------------------------------------------------------------------

Balance, December 31, 1998                  $     --    $  1,321    $  7,854    $ 18,788     $ (1,400)    $ (1,199)
Comprehensive income
  Net loss                                                                       (11,031)                              $(11,031)
Other comprehensive income, net of tax
   Unrealized loss on securities
     net of reclassification
     adjustment (See disclosure)                                                                            (4,404)      (4,404)
                                                                                                                       --------
     Comprehensive income (loss)                                                                                       $(15,435)
                                                                                                                       ========
  Cash dividends declared:
   Common stock ($.12 per share)                                                    (628)
Issuance of Series A convertible
  preferred stock                              1,650
Issuance of treasury stock                                                50                      230
                                            ----------------------------------------------------------------------

Balance, December 31, 1999                  $  1,650    $  1,321    $  7,904    $  7,129     $ (1,170)    $ (5,603)
                                            ======================================================================
</TABLE>

The accompanying notes are an integral part of the financial statements.

                                      F-3

<PAGE>

Belmont Bancorp. and Subsidiaries

Consolidated Statements of Cash Flows
For the Years Ended December 31, 1999, 1998 and 1997 ($000's)             [LOGO]
================================================================================

<TABLE>
<CAPTION>
                                                                      1999           1998          1997
                                                                   ---------------------------------------
<S>                                                                <C>            <C>            <C>
Operating Activities
  Net income (loss)                                                $ (11,031)     $  (1,919)     $   5,945
  Adjustments to reconcile net income (loss) to net cash flows
   provided by (used in) operating activities:
     Provision for loan losses                                        15,877         12,882          1,055
     Depreciation and amortization expense                               710            743            818
     Amortization of investment security premiums                      2,419          2,403          1,278
     Accretion of investment security discounts                         (648)          (302)          (230)
     Amortization of intangibles                                         439            196            415
     Investment securities (gains) losses                                880         (1,338)          (799)
     Trading (gains) losses                                               10            (63)            --
     Deferred taxes                                                   (4,668)            83           (289)
     Proceeds from sale of trading securities                         13,592         12,893             --
     Purchase of securities for trading account                      (15,516)       (14,865)            --
     Gain on sale of fixed assets                                         --           (384)            (1)
     Gain on sale of loans                                              (341)          (144)           (91)
     Gain on sale of other real estate owned                              --             --             (7)
     Changes in:
      Interest receivable                                                980           (144)          (665)
      Interest payable                                                  (149)           165             67
      Loans held for sale                                               (111)          (850)          (642)
      Others, net                                                     (3,478)        (1,382)        (6,672)
                                                                   ---------------------------------------
      Cash from operating activities                                  (1,035)         7,974            182
                                                                   ---------------------------------------
Investing Activities
  Proceeds from:
   Maturities and calls of securities                                  6,237          4,370          3,575
   Sale of securities available for sale                              73,846         87,580        105,407
Principal collected on mortgage-backed securities                     40,897         37,964         16,545
   Sale of loans                                                       9,008         20,144         13,361
   Redemption of life insurance contracts                              1,741             --             --
   Sales of other real estate owned                                      155             39            111
   Sales of premises and equipment                                        --            612             20
  Purchases of:
   Securities available for sale                                     (39,289)      (193,441)      (164,305)
   Loans                                                                  --             --         (9,124)
   Life insurance contracts                                              (81)          (413)        (2,365)
   Premises and equipment                                               (596)          (947)          (979)
  Changes in:
   Federal funds sold                                                 (2,025)            --         24,450
   Loans, net                                                         20,516        (13,998)       (39,755)
                                                                   ---------------------------------------
   Cash from investing activities                                    110,409        (58,090)       (53,059)
                                                                   ---------------------------------------
Financing Activities
  Proceeds from:
   Advances of long-term debt                                             --         35,000         52,950
   Issuance of preferred stock                                         1,650             --             --
   Issuance of treasury stock                                            280            112             --
  Payments on long-term debt                                         (71,401)       (13,233)        (2,991)
Dividends paid on common stock                                          (628)        (2,022)        (1,622)
  Purchase of treasury stock                                              --         (1,308)          (123)
  Sale of branch deposits                                            (10,311)            --             --
  Changes in:
   Deposits                                                          (38,608)        40,443          2,369
   Repurchase agreements                                                (146)           983         (3,024)
   Short-term borrowings                                              15,790        (10,685)         4,635
                                                                   ---------------------------------------
   Cash from financing activities                                   (103,374)        49,290         52,194
                                                                   ---------------------------------------
Increase (Decrease) in Cash and Cash Equivalents                       6,000           (826)          (683)
Cash and Cash Equivalents, Beginning of Year                           9,439         10,265         10,948
Cash and Cash Equivalents, End of Year                              $  15,439      $   9,439      $  10,265
                                                                   =======================================
</TABLE>

The accompanying notes are an integral part of the financial statements.

                                      F-4

<PAGE>

Belmont Bancorp. and Subsidiaries

Notes to the Consolidated Financial Statements
For the Years Ended December 31, 1999, 1998 and 1997                      [LOGO]
================================================================================

1. Summary of Significant Accounting Policies

The accounting  and reporting  policies and practices of Belmont  Bancorp.  (the
"Company")  and its  subsidiaries  are in  accordance  with  generally  accepted
accounting  principles  and  conform to  general  practices  within the  banking
industry.  The more  significant  of these policies and practices are summarized
below.

Nature of Operations: Belmont Bancorp. provides a variety of banking services to
individuals  and  businesses  through  the branch  network  of its  wholly-owned
subsidiary,  Belmont  National  Bank (BNB).  BNB  operates  twelve  full-service
banking  facilities  located in Belmont,  Harrison,  and Tuscarawas  Counties in
Ohio, and Wheeling, West Virginia.

Principles of Consolidation:  The consolidated  financial statements include the
accounts of Belmont Bancorp. and its wholly-owned subsidiaries, Belmont National
Bank and Belmont  Financial  Network,  Inc. Material  intercompany  accounts and
transactions have been eliminated.

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

Held to Maturity  Securities:  These  securities are purchased with the original
intent to hold to  maturity.  Events  which may be  reasonably  anticipated  are
considered  when  determining  the  Company's  intent  and  ability  to  hold to
maturity.  Securities  meeting  such  criteria at date of purchase and as of the
balance sheet date are carried at cost,  adjusted for  amortization  of premiums
and accretion of discounts.

Available  for  Sale  Securities:  Debt  and  equity  securities  to be held for
indefinite  periods  of  time  and not  intended  to be  held  to  maturity  are
classified as available  for sale and carried at fair value with net  unrealized
gains and losses,  net of tax,  reflected as a component of other  comprehensive
income until realized.  Securities  held for indefinite  periods of time include
securities  that  may  be  sold  to  meet  liquidity  needs  or in  response  to
significant  changes  in  interest  rates  or  prepayment  risks  as part of the
Company's overall asset/liability management strategy.

Trading Securities: Trading securities are held for resale within a short period
of time and are stated at fair value.  Trading gains and losses  include the net
realized  gain or loss and  market  value  adjustments  of the  trading  account
portfolio.

The  Financial  Accounting  Standards  Board  (FASB)  issued  the  Statement  of
Financial  Accounting  Standards  (SFAS)  No.  133,  Accounting  for  Derivative
Instruments  and Hedging  Activities in June 1998. The Company  adopted SFAS No.
133 as of April 1, 1999.  As  permitted  in SFAS No. 133,  on April 1 1999,  the
Company transferred  securities with an amortized cost of $11,861,000 and a fair
value of  $12,085,000  from the Held to Maturity  portfolio to the Available for
Sale  portfolio.  The Company does not have any derivative  instruments nor does
the Company have any hedging activities.

Loans Held for Sale: Residential mortgage loans which management does not intend
to hold to maturity  or for which  sales are pending are  reported as loans held
for sale. Such loans are carried at the lower of aggregate cost or market.

Income  Recognition:  Income  earned  by the  Company  and its  subsidiaries  is
recognized  principally  on the  accrual  basis  of  accounting.  Certain  fees,
principally  service,  are recognized as income when billed. The subsidiary bank
suspends the accrual of interest on loans when,  in  management's  opinion,  the
collection of all or a portion of interest has become doubtful.  Generally, when
a loan is placed on  nonaccrual,  the Bank  charges all  previously  accrued and
unpaid interest against income. In future periods,  interest will be included in
income to the extent received only if complete  principal recovery is reasonably
assured.

The  Company  adopted  the  provisions  of  Statement  of  Financial  Accounting
Standards No. 114 and No. 118,  "Accounting  for  Creditors for  Impairment of a
Loan." It is the Company's  policy not to recognize  interest income on specific
impaired loans unless the likelihood of future loss is remote. Interest payments
received on such loans are applied as a reduction of the loan principal balance.

The Company defers and amortizes loan fees and related  origination costs. These
fees and costs are  amortized  into  interest or other income over the estimated
life of the loan using a method which approximates the interest method.

For securities,  interest income  includes  amortization of purchase  premium or
discount.  Gains and  losses on sales  are  based on the  amortized  cost of the
security sold.  Securities are written down to fair value when a decline in fair
value is not temporary.

Allowance  For Loan Losses:  The  allowance  for loan losses is  maintained at a
level which,  in  management's  judgment,  is adequate to absorb  credit  losses
inherent  in the  loan  portfolio.  The  amount  of the  allowance  is  based on
management's  evaluation of the collectibility of the loan portfolio,  including
the nature of the portfolio,  credit  concentrations,  trends in historical loss
experience,  specific  impaired loans, and economic  conditions.  Allowances for
impaired  loans  are  generally  determined  based on  collateral  values or the
present value of estimated cash flows.

                                      F-5


<PAGE>

Belmont Bancorp. and Subsidiaries

Notes to the Consolidated Financial Statements
For the Years Ended December 31, 1999, 1998 and 1997                      [LOGO]
================================================================================

1. Summary of Significant Accounting Policies (continued)

A loan is impaired when, based on current information and events, it is probable
that all  scheduled  payments of principal  and interest  will not be collected.
Factors in determining impairment include payment status,  collateral value, and
the probability of collecting scheduled payments.  Insignificant  payment delays
and payment  shortfalls  generally do not result in  impairment.  Impairment for
individual  commercial and construction  loans is measured by either the present
value of expected future cash flows  discounted at the loan's  effective rate or
the fair value of the  collateral  if  repayment  is  expected  solely  from the
collateral.   Large  groups  of  smaller  balance  homogeneous  loans,  such  as
residential  mortgage,   credit  card,  and  consumer  loans,  are  collectively
evaluated for impairment.

The allowance is increased by a provision  for loan losses,  which is charged to
expense and reduced by charge-offs, net of recoveries.  Changes in the allowance
relating to impaired  loans are  charged or credited to the  provision  for loan
losses.   Because  of   uncertainties   inherent  in  the  estimation   process,
management's  estimate of credit losses  inherent in the loan  portfolio and the
related allowance may change in the near term.

Premises  and  Equipment:  Premises  and  equipment  are  stated  at cost,  less
accumulated  depreciation  and  amortization.  Provisions for  depreciation  and
amortization  are computed  generally  using the  straight  line method over the
estimated  useful lives of the assets.  Leasehold  improvements are amortized on
the straight line basis over the lease period.

When units of property are disposed of, the premises and equipment  accounts are
relieved of the cost and the accumulated depreciation related to such units. Any
resulting gains or losses are credited to or charged  against  income.  Costs of
repairs and maintenance  are charged to expense as incurred.  Major renewals and
betterments are capitalized at cost.

Foreclosed  Assets:  Assets acquired  through or instead of loan foreclosure are
initially  recorded at fair value when acquired,  establishing a new cost basis.
If fair value declines, a valuation allowance is recorded through expense. Costs
after acquisition are expensed.

Servicing Rights: Servicing rights are recognized as assets for purchased rights
and for the  allocated  value  of  retained  servicing  rights  on  loans  sold.
Servicing  rights  are  expensed  in  proportion  to,  and over the  period  of,
estimated net  servicing  revenues.  Impairment  is evaluated  based on the fair
value of the rights,  using  groupings  of the  underlying  loans as to interest
rates and then,  secondarily,  as to geographic and prepayment  characteristics.
Fair  value  is  determined   using  prices  for  similar  assets  with  similar
characteristics,  when  available,  or based upon  discounted  cash flows  using
market-based  assumptions.  Any  impairment  of  a  grouping  is  reported  as a
valuation allowance.

Long-term Assets: Premises and equipment and other long-term assets are reviewed
for impairment when events indicate their carrying amount may not be recoverable
from future  undiscounted  cash flows.  If impaired,  the assets are recorded at
discounted amounts.

Repurchase  Agreements:   Substantially  all  repurchase  agreement  liabilities
represent amounts advanced by various customers. Securities are pledged to cover
these liabilities, which are not covered by federal deposit insurance.

Benefit Plans:  Profit-sharing  and 401k plan expense is the amount  contributed
determined by formula and by board decision.  Deferred compensation plan expense
allocates the benefits over years of service.

Income Taxes: Income tax expense is the total of the current year income tax due
or refundable  and the change in deferred tax assets and  liabilities.  Deferred
tax assets and liabilities are the expected future tax amounts for the temporary
differences  between  carrying  amounts and tax bases of assets and liabilities,
computed  using enacted tax rates.  A valuation  allowance,  if needed,  reduces
deferred tax assets to the amount expected to be realized.

Financial  Instruments:  Financial  instruments include off-balance sheet credit
instruments,  such as commitments  to make loans and standby  letters of credit,
issued to meet  customer  financing  needs.  The face  amount  for  these  items
represents  the exposure to loss,  before  considering  customer  collateral  or
ability to repay. Such financial instruments are recorded when they are funded.

Loss  Contingencies:  Loss  contingencies,  including  claims and legal  actions
arising in the ordinary course of business, are recorded as liabilities when the
likelihood  of loss is probable and an amount or range of loss can be reasonably
estimated.

Dividend  Restriction:  Banking  regulations require maintaining certain capital
levels and may limit the dividends paid by the Bank to the holding company or by
the  holding  company to  shareholders.  Neither  the  Company  nor the Bank can
currently pay dividends without regulatory approval. See notes 16 and 20.

Fair Value of Financial  Instruments:  Fair values of financial  instruments are
estimated using relevant market information and other assumptions, as more fully
disclosed in a separate note. Fair value  estimates  involve  uncertainties  and
matters  of  significant   judgement  regarding  interest  rates,  credit  risk,
prepayments,  and other factors,  especially in the absence of broad markets for
particular  items.   Changes  in  assumptions  or  in  market  conditions  could
significantly affect the estimates.

Business  Segments:  Internal  financial  information is primarily  reported and
aggregated in the banking line of business.

                                      F-6

<PAGE>

Belmont Bancorp. and Subsidiaries

Notes to the Consolidated Financial Statements
For the Years Ended December 31, 1999, 1998 and 1997                      [LOGO]
================================================================================

1. Summary of Significant Accounting Policies (continued)

Earnings Per Common Share: Earnings per common share are calculated based on net
income after preferred dividend  requirements and the weighted average number of
shares of common stock  outstanding  during the year.  The  Company's  preferred
stock was not dilutive for 1999 but could qualify as dilutive in future periods.

Excess of Cost Over Net Assets  Acquired:  In 1999,  the  Company  wrote off the
remaining  balance of intangible  assets  associated with branches  purchased in
1991 and 1992 due to the sale of one of the  branches and an  evaluation  of the
Bank's position within the marketplace for the remaining branches.  Amortization
charged to expense was $439,000 in the period ended December 31, 1999,  $196,000
in the period  ended  December  31,  1998,  and  $415,000  for the period  ended
December 31, 1997.

Reclassifications:  Certain prior year amounts have been reclassified to conform
with current year presentation.

2. Financial Results and Management's Plan

For the five years ending  December 31, 1997,  the  Company's  reported  average
return on assets was 1.31%,  resulting  in average  net income of $4.2  million.
During  this same  period,  the  reported  provision  for loan  losses  averaged
$810,000 per year. During 1998 and 1999, the Corporation recorded provisions for
loan losses of $12.9 million and $15.9 million respectively,  resulting in a net
loss of $1.9 million in 1998 and $11.0 million in 1999.

These recent  results were in large part the result of  substantial  loan losses
relating  to the  bankruptcy  of a large  commercial  borrower  of the Bank,  an
indirect consumer lending program through the now-bankrupt borrower,  other loan
losses including loans to companies in the amusement industry, and the legal and
collection  expenses  associated  with such  losses.  In  addition,  the Company
incurred  additional  expenses  associated  with the retention of interim senior
management, consulting work performed in connection with detailed loan analyses,
increased federal deposit insurance premiums and other expenses.

Management  believes that it has made  significant  progress in identifying  the
losses in the loan  portfolio and taking  appropriate  action to improve  future
credit quality. During 1999, management initiated a process of loan review which
covers all  commercial  loans  greater than  $50,000.  Some loans which had been
considered performing credits were adversely classified as part of this process.
In  addition,   certain  loans  were  found  to  have  incomplete   underwriting
documentation.  Addressing  these  problems  has been a high  priority  for Bank
management.

The Company  continues to meet its obligations on a continuing  basis, and there
remains  available credit in the event that additional  funding is needed. As of
April 12, 2000, the Bank has unused  short-term lines of credit with the Federal
Home Loan Bank and other  correspondent  banks of  approximately  $10 million to
meet its liquidity requirements.

As described in Note 20, formal  regulatory  action by the Federal  Reserve Bank
and the Office of the  Comptroller  of the Currency  (OCC) has  required,  among
other items, a capital  restoration plan to identify courses of action which may
be undertaken.  The Bank has outlined  several options for capital  restoration,
including downsizing or the sale of assets or liabilities.  The Bank has not yet
received  approval of its capital  restoration plan which was submitted on March
30, 2000. The OCC has up to 60 days to approve the plan.

On April 13, 2000, the Board approved the closing of the outstanding  securities
offering  (see Notes 3 and 20) which will  result in an  increase  to the Bank's
capital of approximately $3.6 million. The Board of Directors and management are
considering  which of the other  alternatives  mentioned  above  will be pursued
pending formal approval of the capital restoration plan.

3. Shareholders' Equity

In November 1999,  certain  members of the Board of Directors  purchased  16,500
shares of Series A Convertible  Preferred Stock.  This stock has no preferential
dividend rights or other preferences except for a nominal liquidation preference
of $0.0001 per share,  representing  less than $10.00 in the  aggregate  for all
$1.65 million of preferred  stock.  The convertible  stock has no special voting
rights.  All of this  stock will be  converted  into  common  stock as part of a
securities offering as filed in a registration statement with the Securities and
Exchange  Commission and further  described  below. The conversion price will be
equivalent to the offering  price for the common stock  offering.  The shares of
common stock issued upon conversion of the Series A Convertible  Preferred Stock
will be treated as  "restricted  securities" as that term is defined in Rule 144
under the  Securities  Act of 1933.  On April  13,  2000,  the  Board  adopted a
resolution  authorizing  and  directing  that the  Series A  Preferred  Stock be
converted into Common Stock. Upon conversion, 825,000 shares of the Common Stock
will be issued for the Series A Preferred Stock.

On  February  27,  1998,  the  Company  declared a  two-for-one  stock  split to
shareholders  of record on March 16,  1998.  As a result of the  split,  the par
value of each share was reduced to $0.25.

On June 16, 1997, the Company  declared a five-for-four  stock split,  which was
effected in the form of a 25% stock dividend to  shareholders  of record on June
16, 1997, and paid on July 1, 1997.

All references in the accompanying  financial statements to the number of common
shares and per-share  amounts in prior years,  have been restated to reflect the
stock splits.

                                      F-7

<PAGE>

Belmont Bancorp. and Subsidiaries

Notes to the Consolidated Financial Statements
For the Years Ended December 31, 1999, 1998 and 1997                      [LOGO]
================================================================================

3. Shareholders' Equity (continued)

At various  times during 1997 and 1998,  the Company  repurchased  shares of its
common stock in open market  transactions.  The following  table  represents the
change in the Company's outstanding shares:

                                                      Preferred        Common
                                                        Stock           Stock
                                                       ------------------------
Shares outstanding, December 31, 1997                       --        2,637,498
Two-for-one stock split                                     --        2,644,163
Treasury shares reissued                                    --            5,000
Shares repurchased                                          --          (64,509)
                                                       ------------------------
Shares outstanding, December 31, 1998                       --        5,222,152
Shares issued                                           16,500               --
Treasury shares reissued                                    --           14,382
                                                       ------------------------
Shares outstanding, December 31, 1999                   16,500        5,236,534
                                                       ========================

Securities  Offerings:  On February 4, 2000,  the  Company  opened a  securities
offering for up to 5,000,000  shares at a price of $2.00 per share. The offering
is first  provided to current  shareholders  at an amount of .95 shares for each
share owned.  In  addition,  the Company is offering  common  shares to existing
shareholders,  depositors,  and other persons,  subject to  availability  at the
conclusion of the rights offering.

4. Investment Securities

The estimated fair value of investment securities as of December 31 are depicted
in the following tables.

Securities Available for Sale                            1999
                                     -------------------------------------------
                                                  Gross       Gross    Estimated
                                     Amortized  Unrealized  Unrealized   Market
(Expressed in thousands)                Cost       Gains      Losses     Value
                                     -------------------------------------------
U.S. Treasury securities and
  obligations of U.S. Government
  corporations and agencies           $ 12,130   $    --    $   (790)  $ 11,340
Obligations of states and
  political subdivisions                44,246        54      (6,132)    38,168
Mortgage-backed securities              37,403        52        (860)    36,595
Collateralized mortgage obligations     16,130        32        (562)    15,600
Corporate debt                           3,107        --        (244)     2,863
                                     ------------------------------------------
   Total debt securities               113,016       138      (8,588)   104,566
Marketable equity securities             6,165       101        (140)     6,126
                                     ------------------------------------------
   Total available for sale           $119,181   $   239    $ (8,728)  $110,692
                                     ===========================================

                                                         1998
                                     ------------------------------------------
                                                  Gross       Gross    Estimated
                                     Amortized  Unrealized  Unrealized    Market
(Expressed in thousands)                Cost      Gains       Losses      Value
                                     ------------------------------------------
U.S. Treasury securities and
  obligations of U.S. Government
  corporations and agencies           $ 10,653   $      1   $    (97)   $ 10,557
Obligations of
  political subdivisions                29,509         63       (515)     29,057
Mortgage-backed securities              94,623        324     (1,246)     93,701
Corporate debt                           7,530          1       (191)      7,340
Collateralized mortgage obligations     38,797        124       (282)     38,639
                                     ------------------------------------------
  Total debt securities                181,112        513     (2,331)    179,294
Marketable equity securities             5,700        134       (133)      5,701
                                     ------------------------------------------
  Total available for sale            $186,812   $    647   $ (2,464)   $184,995
                                     ===========================================

Securities Held to Maturity                             1998
                                       -----------------------------------------
                                                 Gross       Gross     Estimated
                                    Amortized  Unrealized  Unrealized    Market
(Expressed in thousands)              Cost       Gains       Losses      Value
                                    --------------------------------------------
U.S. Treasury securities and
  obligations of U.S. Government
  corporations and agencies          $ 2,255    $    --    $   (26)    $ 2,229
Obligations of
  political subdivisions               3,823        273         (3)      4,093
Mortgage-backed securities             6,438         84        (30)      6,492
                                    --------------------------------------------
Total held to maturity                12,516        357        (59)     12,814
                                    ============================================

There were no investment  securities  classified as held to maturity at December
31, 1999.

The amortized cost and estimated fair value of investment securities at December
31, 1999, by contractual maturity,  follow. Expected maturities will differ from
contractual  maturities  because  issuers  may have the  right to call or prepay
obligations with or without call or prepayment penalties.

                                                  Securities
                                              Available for Sale
                                           ------------------------
                                           Estimated
                                           Amortized         Fair
(Expressed in thousands)                     Cost            Value
                                           ------------------------
Due in one year or less                    $  3,333        $  3,333
Due after one year
  through five years                            211             216
Due after five years
  through ten years                           2,272           2,131
Due after ten years                          53,667          46,691
Mortgage-backed securities                   37,403          36,595
Collateralized mortgage obligations          16,130          15,600
Equity securities                             6,165           6,126
                                           ------------------------
  Total                                    $119,181        $110,692
                                           ========================

Sales and write-downs of investment securities resulted in the following:

(Expressed in thousands)             1999             1998             1997
------------------------          ---------        ---------        ---------
Proceeds from sales               $  73,846        $  87,580        $ 105,407
Gross gains                             118            1,355              869
Gross losses                           (992)             (18)             (67)
Losses on securities called              (7)              (1)              (3)
Gains on securities called                1                1               --
Gross trading gains                      69              101               --
Gross trading losses                    (79)             (39)              --

All securities  sold were  classified as available for sale at the time of sale.
Securities with an amortized cost of $11,861,000 and a fair value of $12,085,000
were transferred  from the Held to Maturity  portfolio to the Available for Sale
portfolio  during  1999 when SFAS No. 133 was  adopted.  Securities  with a fair
value of $3,998,000 were transferred from the Trading portfolio to the Available
for Sale portfolio  during 1999.  There were no transfers of securities  between
classifications in 1998 or 1997.

                                      F-8

<PAGE>

Belmont Bancorp. and Subsidiaries

Notes to the Consolidated Financial Statements
For the Years Ended December 31, 1999, 1998 and 1997                      [LOGO]
================================================================================

4.  Investment Securities (continued)

Assets  carried at  $20,654,000  and  $34,847,000 at December 31, 1999 and 1998,
respectively,  were pledged to secure United States  Government and other public
funds,  and for other  purposes as required or permitted by law.  Certain  other
securities  were pledged to secure  Federal Home Loan Bank advances as disclosed
below under the caption "Borrowings."

5. Loans and Allowance for Possible Loan Losses

Loans outstanding at December 31 are as follows:

(Expressed in thousands)                              1999        1998
                                                    --------------------
Real estate-construction                            $    108    $    135
Real estate-mortgage                                  45,944      56,364
Real estate-secured by nonfarm,
  nonresidential property                              9,033      14,719
Commercial, financial and agricultural                96,730     116,539
Obligations of political subdivisions in the U.S       3,181       3,191
Installment and credit card loans to individuals      10,138      15,504
                                                    --------------------
Loans receivable                                    $165,134    $206,452
                                                    ====================

Mortgage loans serviced for others approximated  $38,558,000,  $38,230,000,  and
$31,301,000 at December 31, 1999, 1998, and 1997, respectively.

Non-accruing loans and leases amounted to $13,769,000 and $8,569,000 at December
31, 1999 and 1998, respectively. The after-tax effect of the interest that would
have been accrued on these loans was $992,000 in 1999 and $67,000 in 1998. Loans
past due 90 days and  still  accruing  interest  were  $541,000  and  $4,000  at
year-end 1999 and 1998.

At December 31, 1999, impaired loans were as follows:

(Expressed in thousands)                                                1999
                                                                       -------
Year-end loans with no allocated
  allowance for loan losses                                            $   352
Year-end loans with allocated
  allowance for loan losses                                             13,930
                                                                       -------
   Total                                                               $14,282
Amount of the allowance
  for loan losses allocated                                            $ 5,157
  Interest income recognized during impairment                              --
  Cash-basis interest income recognized                                     --

At December 31, 1998,  Company  management  believed that no loans were impaired
based on information  available at that time.  Information that became available
during 1999 resulted in the  recognition  of impaired  status for loans that had
been classified as nonaccrual or substandard.  These loans have been included in
the average balance of impaired loans from the date of such recognition. Average
impaired loans for 1999 were $12,839,000.

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

                                                       December 31
(Expressed in thousands)                       1999         1998         1997
                                             ----------------------------------

Balance at beginning of year                 $  5,475     $  4,134     $  3,153
Additions charged to operating expense         15,877       12,882        1,055
Recoveries on loans previously
  charged-off                                     767           15           16
Loans charged-off                             (12,417)     (11,556)         (90)
                                             ----------------------------------
Balance at end of year                       $  9,702     $  5,475        4,134
                                             ==================================

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

6. Premises and Equipment

Premises and equipment are stated at cost,  less  accumulated  depreciation  and
amortization, as follows:

                                                                      Original
                                                  December 31        Useful Life
(Expressed in thousands)                       1999         1998        Years
                                             ---------------------------------
Land and land improvements                   $ 1,187      $ 1,186            0
Buildings                                      5,855        5,843      30 - 50
Furniture, fixtures and equipment              6,260        5,972       5 - 12
Leasehold improvements                           787          492       5 - 20
                                             ---------------------------------
   Total                                      14,089       13,493
Less accumulated depreciation
  and amortization                             6,826        6,116
                                             ---------------------------------
Premises and equipment, net                  $ 7,263      $ 7,377
                                             =================================

Charges to operations for depreciation and  amortization  approximate  $710,000,
$743,000, and $818,000 for 1999, 1998, and 1997, respectively.

7. Deposits

At December 31, 1999,  the aggregate  maturities of time deposits are summarized
as follows:

(Expressed in thousands)
                          2000          $ 80,541
                          2001            16,738
                          2002             3,327
                          2003             1,940
                          2004             1,787
                  Thereafter              16,555
                                        --------
                  Total                 $120,888
                                        ========

Time  deposits  include  certificates  of  deposit  issued in  denominations  of
$100,000 or more which amounted to $20,794,000 at December 1999, and $27,245,000
at December 31, 1998. A maturity distribution of time certificates of deposit of
$100,000 or more follows:

(Expressed in thousands)                              1999             1998
                                                    ------------------------
Due in three months or less                         $ 6,677          $ 3,687
Due after three months through six months             6,135            5,482
Due after six months through twelve months            2,791           10,392
Due after one year through five years                 2,127            3,987
Due after five years                                  3,064            3,697
                                                    ------------------------
     Total                                          $20,794          $27,245
                                                    ========================

Related party deposits totaled $579,000 at December 31, 1999.

                                      F-9

<PAGE>

Belmont Bancorp. and Subsidiaries

Notes to the Consolidated Financial Statements
For the Years Ended December 31, 1999, 1998 and 1997                      [LOGO]
================================================================================

8. Securities Sold Under Repurchase Agreements

Securities sold under  agreements to repurchase  represent  primarily  overnight
borrowings  except for one agreement for $2,200,000  that matures in March 2000.
For all repurchase  agreements,  the securities  underlying the agreements  were
under the subsidiary bank's control.  Information related to these borrowings is
summarized below:

(Expressed in thousands)                        1999             1998
                                              -------------------------
Balance at year-end                            $6,093           $6,239
Average during the year                        $5,877           $6,733
Maximum month-end balance                      $6,093           $7,807
Weighted average rate during the year            5.00%            5.65%
Weighted average rate at December 31             4.77%            5.36%

9. Borrowings

The Company uses both short and  long-term  borrowings to meet its liquidity and
funding needs consisting  primarily of federal funds purchased and advances from
the  Federal  Home Loan Bank  (FHLB).  All FHLB  advances,  including  short and
long-term  borrowings,  are secured by collateral consisting of a blanket pledge
of residential mortgage loans, securities,  and shares of stock of the FHLB. The
carrying  value of residential  mortgage loans  available as collateral for FHLB
advances  was  $34,613,000  and  $44,356,000  at  December  31,  1999 and  1998,
respectively.  The carrying value of FHLB stock and  securities  that secure the
FHLB  debt was  $29,496,000  and  $84,427,000  at  December  31,  1999 and 1998,
respectively.  FHLB advances are made under  agreements  which allow for maximum
borrowings of $80 million  subject to collateral  requirements.  Advances can be
made at fixed or variable rates of interest.

Information  related to these  borrowings  at  December  31,  1999 and 1998,  is
summarized below.

Short-term borrowings
(Expressed in thousands)

FHLB Advances                                           1999               1998
                                                     --------------------------
Balance at year-end                                  $19,740            $    --
Average balance during the year                      $ 1,712            $ 2,709
Maximum month-end balance                            $19,740            $22,047
Weighted average rate during the year                   5.41%              5.63%
Interest rate at December 31                            5.24%                --

Federal Funds Purchased                                 1999               1998
                                                     --------------------------
Balance at year-end                                  $    --            $ 3,950
Average during the year                              $   693            $   843
Maximum month-end balance                            $ 4,200            $11,000
Weighted average rate during the year                   5.15%              5.35%
Weighted average rate at December 31                      --               5.25%

Long-term borrowings

Fixed-rate,  single payment loans with the FHLB totaled  $20,000,000 at December
31, 1999 and mature in 2008 with interest rates ranging between 4.53% and 4.78%.
These  loans  contain  conversion  options  that allow the FHLB to  convert  the
interest  rate to a floating  rate in 2001.  At December 31,  1998,  fixed-rate,
single  payment loans totaled  $85,000,000  and were scheduled to mature in 1999
through  2008 with  interest  rates  ranging  from 4.53% to 6.56%.  During 1999,
$60,000,000 of long term debt was paid off prior to the scheduled maturity date,
and penalties of $342,000 were required to be paid.

Fixed-rate, amortizing loans outstanding at December 31, 1998 totaled $6,401,000
with scheduled  final maturity dates ranging from 2001 through 2017 and interest
rates  ranging from 5.50% to 6.95%.  All of the  amortizing  loans were paid off
during 1999.

Scheduled  principal  payments  on  long-term  debt in each  of the  five  years
subsequent to December 31, 1999, are as follows:

(Expressed in thousands)
                          2000                $     0
                          2001                      0
                          2002                      0
                          2003                      0
                          2004                      0
                          Thereafter           20,000

10. Income Tax

The components of income taxes are as follows:

(Expressed in thousands)                1999             1998            1997
                                     -------------------------------------------
Current payable (refundable)          $  (886)         $(2,269)        $ 1,710
Deferred                               (5,668)              83            (289)
Change in valuation allowance           1,000               --              --
                                     -------------------------------------------
   Income tax (benefit)               $(5,554)         $(2,186)        $ 1,421
                                     ===========================================

The  following  temporary  differences  gave rise to the  deferred  tax asset at
December 31, 1999 and 1998:

(Expressed in thousands)                              1999               1998
                                                    ---------------------------
Deferred tax assets:
  Allowance for loan losses                         $  1,792           $  1,020
  Interest on non-accrual loans                          511                 18
  Deferred compensation liability
   for future employees' benefits                        323                295
  Intangible assets                                      422                342
  Unrealized losses on investments                     2,887                619
  Other deferred tax asset                                97                 15
  Net operating loss carryforward                      3,179                 --
  Tax credit carryforwards                             1,263                148
                                                    ---------------------------
   Total deferred tax assets                          10,474              2,457
Valuation allowance                                   (1,000)                --
                                                    ---------------------------
   Total deferred tax assets,
    net of valuation allowance                         9,474              2,457
                                                    ---------------------------
Deferred tax liabilities:
  Federal Home Loan Bank stock dividends                (471)              (347)
  Other deferred tax liabilities                        (180)              (223)
                                                    ---------------------------
   Total deferred tax liabilities                       (651)              (570)
                                                    ---------------------------
    Net deferred tax asset                          $  8,823           $  1,887
                                                    ===========================

                                      F-10

<PAGE>

Belmont Bancorp. and Subsidiaries

Notes to the Consolidated Financial Statements
For the Years Ended December 31, 1999, 1998 and 1997                      [LOGO]
================================================================================

10. Income Tax (continued)

A  reconciliation  between  the amount of  reported  income tax  expense and the
amount  computed by applying  the  statutory  federal  income tax rate to income
before income taxes is as follows:

<TABLE>
<CAPTION>
                                           1999                   1998                 1997
                                    ---------------------------------------------------------------
(Expressed in thousands)             Amount     Percent     Amount     Percent    Amount    Percent
                                    ---------------------------------------------------------------
<S>                                 <C>          <C>       <C>          <C>       <C>          <C>
Tax at statutory rate               $(5,639)     (34.0)    $(1,396)     (34.0)    $ 2,504      34.0
Tax exempt interest
   on investments
   and loans                           (794)     (4.8)        (450)     (11.0)       (482)     (6.5)
Tax credits                            (169)     (1.0)         (74)     (1.8)        (482)     (6.5)
Earnings on life
  insurance policies                    (24)       --          (93)     (2.3)         (43)     (0.7)
Others - net                             72        --         (173)     (4.1)         (76)     (1.0)
Change in valuation
  allowance                           1,000       6.3           --        --           --        --
                                    ---------------------------------------------------------------
   Actual tax expense (benefit)     $(5,554)     (33.5)    $(2,186)     (53.2)    $ 1,421      19.3
                                    ===============================================================
</TABLE>

During  1998  and  1999,  the  Company  generated  taxable  losses   aggregating
approximately  $22,063,000  which were carried back to prior years.  The taxable
income in all open  taxable  years has been  eliminated  and the  remaining  net
operating  loss of  approximately  $9,349,000  is  being  carried  forward.  The
carryforward  expires in 2019.  The Company also has a low income housing credit
carryforward  of  $753,000  and  an  alternative  minimum  tax  carryforward  of
$509,000.  The low income housing credit  expires  $485,000 in 2017,  $99,000 in
2018 and  $169,000 in 2019.  The  alternative  minimum tax credit can be carried
forward  indefinitely.  A valuation allowance has been established  reducing the
Company's deferred tax asset to reflect management's estimate of that portion of
the asset that may not be realized.

Tax expense  (benefit)  related to securities  gains and losses were $(303,000),
$476,000 and $272,000 for 1999, 1998 and 1997.

11. Employee Benefit Plans

The Company has a  profit-sharing  retirement  plan which includes all full-time
employees who have reached the age of twenty-one and have completed at least one
year of service.  Each participant can elect to contribute to the plan an amount
not to exceed 10% of their salary.  The plan  provides for an employer  matching
contribution  on the first 4% of the  participant's  elective  contribution.  In
addition to the matching  contribution,  the plan  provides for a  discretionary
contribution to be determined by the Bank's Board of Directors.

Total profit-sharing expense for 1999, 1998, and 1997 was $55,000, $295,000, and
$277,000, respectively.

In addition to  providing  the  profit-sharing  plan,  the Company  sponsors two
defined benefit  post-retirement  plans that cover both salaried and nonsalaried
employees.  Employees must be fifty-five years old and have ten years of service
to qualify for both plans. One plan provides  medical and dental  benefits,  and
the other provides life insurance benefits. The post-retirement health care plan
is  contributory,   with  retiree  contributions  adjusted  annually;  the  life
insurance plan is  noncontributory.  The expense,  liability,  and contributions
under the plans are not material in any period presented.

12. Leases

The subsidiary bank utilized certain bank premises and equipment under long-term
leases expiring at various dates. In certain cases, these leases contain renewal
options and generally provide that the Company will pay for insurance, taxes and
maintenance.

As of December 31, 1999,  the future  minimum  rental  payments  required  under
noncancelable  operating  leases with initial terms in excess of one year are as
follows:

                                  (Expressed in thousands)
                                      Operating Leases
                                      ----------------
   Year ending December 31,
     2000                                $120
     2001                                 123
     2002                                 124
     2003                                 121
     2004                                  70
   Thereafter                              94
                                         ----
      Total minimum lease payments       $652
                                         ====

Rental expense under operating leases approximated $139,000 in 1999, $139,000 in
1998, and $132,000 in 1997.

13. Related Party Transactions

Certain directors and executive officers and their associates were customers of,
and had other  transactions  with, the subsidiary bank in the ordinary course of
business in 1999 and 1998. In  management's  opinion,  all loans and commitments
included  in such  transactions  were  made on  substantially  the  same  terms,
including  interest rates and  collateral,  as those  prevailing at the time for
comparable  transactions  with others and did not  involve  more than the normal
risk of collectibility or present other unfavorable features.

The following is an analysis of loan activity to directors, executive officers,
and their associates:

(Expressed in thousands)                    1999        1998
                                         --------------------
Balance previously reported              $ 6,235      $ 6,906
New loans during the year                    877          474
                                         --------------------
   Total                                   7,112        7,380
Less repayments during the year           (1,575)      (1,145)
Effect of changes in related parties         (78)          --
                                         --------------------
Balance, December 31                     $ 5,459      $ 6,235
                                         ====================

                                      F-11

<PAGE>

Belmont Bancorp. and Subsidiaries

Notes to the Consolidated Financial Statements
For the Years Ended December 31, 1999, 1998 and 1997                      [LOGO]
================================================================================

14. Commitments and Contingencies

The subsidiary bank is a party to financial  instruments with  off-balance-sheet
risk in the  normal  course  of  business  to meet  the  financing  needs of its
customers.  These financial instruments include commitments to extend credit and
standby  letters of  credit.  These  instruments  involve,  to varying  degrees,
elements of credit risk in excess of the amount recognized in the balance sheet.
The contract amounts of those instruments  reflect the extent of involvement the
Company has in particular classes of financial instruments.

The  Company's  exposure  to credit loss in the event of  nonperformance  by the
other party to the financial  instrument  for  commitments  to extend credit and
standby  letters of credit is  represented  by the  contractual  amount of those
instruments. The Company uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments.

The following represents financial  instruments whose contract amounts represent
credit risk at December 31:

                                          Contract Amount
                                        -------------------
(Expressed in thousands)                  1999        1998
                                        -------------------
     Commitments to extend credit       $16,444     $30,297
     Standby letters of credit              686       2,414

Commitments  to extend  credit are  agreements  to lend to a customer as long as
there is no violation of any condition established in the contract.  Commitments
generally  have fixed  expiration  dates or other  termination  clauses  and may
require  payment of a fee. Since many of the  commitments are expected to expire
without  being  drawn  upon,  the total  commitment  amounts do not  necessarily
represent  future cash  requirements.  The  Company  evaluates  each  customer's
creditworthiness on a case-by-case basis. The amount of collateral obtained,  if
deemed  necessary  by  the  Company  upon  extension  of  credit,  is  based  on
management's credit evaluation of the counter party. Collateral held varies, but
may include accounts receivable,  inventory, property, plant, and equipment, and
income-producing properties.

Standby letters of credit are conditional  commitments  issued by the Company to
guarantee the performance of a customer to a third party.  Those  guarantees are
primarily issued to support public and private  borrowing  arrangements.  Of the
standby letters of credit, $332,000 expire in 2000, while the remaining $354,000
expire in various  years  through  2027.  The credit  risk  involved  in issuing
letters of credit is  essentially  the same as that  involved in extending  loan
facilities to customers.

15. Concentrations of Credit Risk

The  subsidiary  bank  extends  commercial,  consumer,  and real estate loans to
customers  primarily  located in Belmont,  Harrison,  Jefferson,  and Tuscarawas
Counties in Ohio and Ohio and Marshall Counties in West Virginia. While the loan
portfolios  are  diversified,  the  ability  of  the  borrowers  to  meet  their
contractual obligations partially depends upon the general economic condition of
Southeastern Ohio and the Northern Panhandle of West Virginia.

The subsidiary bank measures concentration of credit based on categorizing loans
by the Standard Industry Classification codes. Loans and commitments equal to or
exceeding  25% of Tier 1 capital are  considered  concentrations  of credit.  At
December  31,  1999,  the bank had  concentrations  of credit  in the  following
industries:

(Expressed in thousands)
                                      Loan balance and        Percent of
Industry                              available credit      Tier 1 Capital
--------------------------------------------------------------------------
Amusement industry                         $14,551              159.6%
Commercial apartments and rentals            6,582               72.2%
Commercial office
   buildings and rentals                     5,466               60.0%
Contracting-general building                 5,324               58.4%
Contractors-commercial construction          4,908               53.8%
Services-hotel/motel                         4,448               48.8%
Miscellaneous fabricated
   metal products                            3,695               40.5%
Services-physicians                          3,422               37.5%
Bituminous coal mining                       3,419               37.5%
Services-car washes                          3,200               35.1%
Tire recycling                               2,480               27.2%
Retailers-fast food                          2,396               26.3%

16. Limitations on Dividends

The approval of the  Comptroller of the Currency is required to pay dividends if
the total of all  dividends  declared by a national  bank in any  calendar  year
exceeds the total of its  retained net profits for the current year plus the two
preceding years.  Under this formula,  the bank cannot declare dividends in 2000
without approval of the Comptroller of the Currency.  The subsidiary bank is the
primary source of funds to pay dividends to the shareholders of Belmont Bancorp.
As discussed  later,  the Company is prohibited  from paying  dividends  without
regulatory approval.

                                      F-12

<PAGE>

Belmont Bancorp. and Subsidiaries

Notes to the Consolidated Financial Statements
For the Years Ended December 31, 1999, 1998 and 1997                      [LOGO]
================================================================================

17. Other Operating Expenses

Other operating expenses include the following:

(Expressed in thousands)             1999       1998       1997
                                    ----------------------------
Taxes other than payroll
  and real estate                   $  254     $  496     $  426
Supplies and printing                  233        299        280
Insurance, including
  federal deposit insurance            169        127        125
Amortization of intangibles            439        196        415
Legal fees                           1,671         52         63
Consulting expense                   1,442        111         77
Examinations and audits                385        213        216
Prepayment penalties on Federal
   Home Loan Bank advances             342         --         --
Legal settlements                      295         --         --
Other (individually less than
  1% of total  income)               1,797      1,612      1,452
                                    ----------------------------
Total                               $7,027     $3,106     $3,054
                                    ============================

18. Restrictions on Cash

The subsidiary  bank is required to maintain a reserve  balance with the Federal
Reserve Bank. The amounts of the reserve  balance at December 31, 1999 and 1998,
were $3,290,000 and $4,443,000, respectively.

19. Cash Flows Information

The  Company's  policy is to include  cash on hand and amounts due from banks in
the definition of cash and cash equivalents.

Cash  payments  for  interest  in  1999,   1998,  and  1997  were   $15,758,000,
$16,316,000, and $13,937,000,  respectively.  Cash payments for income taxes for
1999, 1998, and 1997, were $383,000, $2,168,000, and $2,074,000, respectively.

20. Regulatory Matters

The  Company  and Bank are subject to various  regulatory  capital  requirements
administered  by the federal banking  agencies.  Failure to meet minimum capital
requirements   can  initiate   certain   mandatory,   and  possibly   additional
discretionary,  actions by regulators  that, if undertaken,  could have a direct
material effect on the Company's and Bank's financial statements.  Under capital
adequacy  guidelines and the regulatory  framework for prompt corrective action,
the  Company  and Bank  must  meet  specific  capital  guidelines  that  involve
quantitative  measures of the  Company's  and Bank's  assets,  liabilities,  and
certain  off-balance-sheet  items  as  calculated  under  regulatory  accounting
practices. The Company's and Bank's capital amounts and classifications are also
subject to  qualitative  judgments by the  regulators  about  components,  risk,
weighting, and other factors.

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require the Company and Bank to maintain  minimum  amounts and ratios (set forth
in the table below) of total and Tier I capital (as defined in the  regulations)
to  risk-weighted  assets (as  defined),  and of Tier I capital (as  defined) to
average assets (as defined).

Under the Federal Deposit Insurance  Corporation (FDIC) Improvement Act of 1991,
the federal banking  regulators are required to take prompt corrective action if
an insured  depository  institution  fails to satisfy  certain  minimum  capital
requirements.  An  institution  that  fails  to meet  the  minimum  level  to be
considered adequately  capitalized (an  "undercapitalized  institution") may be:
(i)  subject  to  increased   monitoring  by  the  appropriate  federal  banking
regulator; (ii) required to submit an acceptable capital restoration plan within
45 days; (iii) subject to asset growth limits; and (iv) required to obtain prior
regulatory approval for acquisitions,  branching and new lines of businesses. In
addition,  the  federal  banking  regulators  may impose  discretionary  actions
including,   but  not  limited  to,  requiring   recapitalization,   restricting
transactions with affiliates,  restricting asset growth and interest rates paid,
and divestiture of the insured  institution by any company having control of the
institution.

The  capital  restoration  plan  required  in item  (ii)  above  must  include a
guarantee by the institution's  holding company that the institution will comply
with the plan  until it has been  adequately  capitalized  on  average  for four
consecutive quarters,  under which the holding company would be liable up to the
lesser of 5% of the institution's  total assets or the amount necessary to bring
the institution into capital  compliance as of the date it failed to comply with
its capital restoration plan.

The capital  ratios for the Bank and the  regulatory  framework  for  adequately
capitalized and well  capitalized  institutions are depicted as set forth in the
following table:

<TABLE>
<CAPTION>
                                                                     To Be Adequately
                                                                     Capitalized Under
                                                     For Capital     Prompt Corrective
                                    Actual        Adequacy Purposes  Action Provisions
                                ------------------------------------------------------
(Expressed in thousands)        Amount   Ratio      Amount  Ratio      Amount  Ratio
                                ------------------------------------------------------
<S>                             <C>       <C>      <C>       <C>      <C>       <C>
As of December 31, 1999:
  Total risk based capital
    to risk weighted assets:
      Consolidated              $14,090   6.9%     $16,428   8.0%     $16,428   8.0%
      Bank                       11,738   5.8%      16,220   8.0%      16,220   8.0%
  Tier I capital
    to risk weighted assets:
      Consolidated               11,435   5.6%       8,214   4.0%       8,214   4.0%
      Bank                        9,115   4.5%       8,110   4.0%       8,110   4.0%
  Tier I capital
    to average assets:
      Consolidated               11,435   3.5%      13,118   4.0%      13,118   4.0%
      Bank                        9,115   2.8%      13,012   4.0%      13,012   4.0%
</TABLE>

                                      F-13
<PAGE>

Belmont Bancorp. and Subsidiaries

Notes to the Consolidated Financial Statements
For the Years Ended December 31, 1999, 1998 and 1997                      [LOGO]
================================================================================

20. Regulatory Matters (continued)

<TABLE>
<CAPTION>
                                                                         To Be Well
                                                                     Capitalized Under
                                                     For Capital     Prompt Corrective
                                    Actual        Adequacy Purposes  Action Provisions
                                ------------------------------------------------------
(Expressed in thousands)        Amount   Ratio      Amount  Ratio      Amount  Ratio
                                ------------------------------------------------------
<S>                             <C>       <C>      <C>       <C>      <C>       <C>
As of December 31, 1998:
  Total risk based capital
    to risk weighted assets:
      Consolidated               29,624  10.8%      21,961   8.0%      27,451  10.0%
      Bank                       27,246  10.0%      21,827   8.0%      27,284  10.0%
  Tier I capital
    to risk weighted assets:
      Consolidated               26,167   9.5%      10,981   4.0%      16,471   6.0%
      Bank                       23,810   8.7%      10,913   4.0%      16,370   6.0%
  Tier I capital
    to average assets:
      Consolidated               26,167   5.9%      17,776   4.0%      22,220   5.0%
      Bank                       23,810   5.4%      17,671   4.0%      22,088   5.0%
</TABLE>

Consent  Order:  In August,  1999,  the Bank  received the written  report of an
examination  of the Bank by the OCC,  the Bank's  principal  federal  regulatory
agency.  At the same time,  the Bank entered  into a consent  order with the OCC
relating to the results of the  examination,  which  contains  certain  required
actions and certain restrictions.

The consent order requires the bank to formulate new plans, policies, procedures
and  programs  relating  to  long-term   strategy,   organizational   structure,
management,  loans,  loan loss reserves,  overdrafts,  loan interest accrual and
non-accrual loans, loan diversification, internal audit and periodic loan review
by certain  dates and then to implement  and follow those plans,  policies,  and
procedures  and  programs.  The Bank is also  required  to review  and  evaluate
certain groups of loans and correct deficiencies,  and going forward to properly
document  commercial  extensions  of credit and comply with law and  regulations
relating to lending.

In addition,  the consent order  mandates that the Bank must achieve a 6% Tier 1
leverage ratio by March 31, 2000 and thereafter  maintain it. Management intends
to take all appropriate steps to meet the minimum capital  requirement,  but was
unable to do so by March 31, 2000. The Company intends to continue the ancillary
offering upon the filing and effectiveness of a post-effective  amendment to the
registration statement.

Under the terms of the  consent  order,  the board of  directors  of the Bank is
responsible  for the proper and sound  management  of the Bank,  must  appoint a
compliance committee from among their independent members, and report monthly to
the OCC on progress in complying with the consent order. The board has appointed
a compliance committee and has filed its monthly reports with the OCC.

Federal  Reserve Bank  Agreement:  In August 1999,  the board of directors  also
entered into an agreement  with the Federal  Reserve  Bank of  Cleveland,  under
authority given it by the Board of Governors of the Federal Reserve System,  the
federal regulatory agency for the Company.  As with the consent agreement of the
OCC,  the  Federal   Reserve   agreement   necessitates   certain   actions  and
restrictions.

Without prior Federal Reserve approval, the agreement prohibits the Company from
paying dividends,  incurring debt, redeeming stock, receiving dividends from the
Bank,  imposing  charges on the Bank, and engaging in any  transaction  with the
bank in violation of federal law. To date, the Company has taken, and intends to
continue to take,  all  appropriate  steps to comply  with the  Federal  Reserve
requirements.

Subsequent  Notification:  Under  prompt  correction  action,  a  "significantly
undercapitalized"  institution  is  subject  to at  least  one of the  following
regulatory actions, including, but not limited to, demands for recapitalization,
broader application of restrictions on transactions with affiliates, limitations
on  interest  rates  paid on  deposits,  limitations  on asset  growth and other
activities,  possible replacement of directors and officers, and restrictions on
capital  distributions by any bank holding company  controlling the institution.
Any company  controlling  the  institution  could also be required to divest the
institution or the  institution  could be required to divest  subsidiaries.  The
senior executive  officers of a significantly  undercapitalized  institution may
not receive bonuses or increases in compensation without prior approval.

In February 2000, the Bank was notified by the OCC that its capital  category at
December   31,   1999  under   prompt   corrective   action  was   significantly
undercapitalized. The Bank was required to prepare a capital restoration plan to
be submitted to the OCC, Federal Reserve and the FDIC for approval.

As part of the  prompt  corrective  action  notification,  the  holding  company
executed a capital restoration plan guaranty agreement.  The holding company has
unconditionally  guaranteed the Bank's  compliance with the capital  restoration
until such further  notification.  The holding company,  among other guarantees,
agrees to take any  actions  necessary  to enable the Bank to follow the capital
restoration  plan's  requirements and ensure  competent  management at the Bank.
Further,  the holding  company may be required to pay amounts to the Bank if the
Bank is notified  by the OCC of failure to comply  with the capital  restoration
plan.  The holding  company's  total  payment is limited to five  percent of the
Bank's total  assets at the time of OCC  notification.  In addition,  a security
interest  has been  executed  which  pledges  all of the  assets of the  holding
company.

The OCC has notified the Bank that it cannot pay  dividends to  shareholders  or
pay management fees to the holding  company.  Asset growth is restricted so that
average assets measured for a quarter may not increase.  Expansion of activities
is generally  prohibited  unless  approved.  In addition,  bonuses and raises to
senior executive  officers are prohibited  without prior approval.  The Bank may
not accept new brokered  deposits.  Further,  interest rates on deposits may not
exceed the  prevailing  rates in the local  region.  The OCC is also required to
impose at least one additional  supervisory action. The Bank will be notified by
the OCC when it has determined  which such action will be taken. As of April 13,
2000,  the Bank has not  received  any  further  notification.  At April 13, the
unaudited  ratio  is  estimated  to be 4.3%  including  the  proceeds  from  the
securities offering. While this does not meet the required level of 6% under the
consent order, the ratio does exceed the 4% adequately  capitalized  requirement
under regulatory Prompt  Corrective  Action (if determined  independently of the
consent order).


                                      F-14

<PAGE>

Belmont Bancorp. and Subsidiaries

Notes to the Consolidated Financial Statements
For the Years Ended December 31, 1999, 1998 and 1997                      [LOGO]
================================================================================

20. Regulatory Matters (continued)

Management  believes that the capital  restoration  plan complies with the above
restrictions and prohibitions, while working to increase capital ratios.

Potential  Further  Action:  Federal  banking  regulators  may also  impose  the
sanctions  applicable  to  significantly  undercapitalized  institutions  on  an
undercapitalized  institution if the regulators  determine that such actions are
necessary to carry out the purposes of the prompt corrective action  provisions.
Hence, the achievement of capital at the  undercapitalized  versus significantly
undercapitalized  level will not assure that the possible  actions above will no
longer be available to the regulatory agencies.

If an  institution's  ratio of tangible  capital to total  assets  falls below a
"critical  capital  level"  (i.e.  a  leverage  ratio  of  less  than  2%),  the
institution will be subject to  conservatorship  or receivership  within 90 days
unless periodic  determinations are made by the federal regulatory agencies that
forbearance  from such action would better protect the deposit  insurance  fund.
Further,  a  critically  undercapitalized  institution  must  also be  placed in
receivership  if it remains  critically  undercapitalized  on average during the
calendar  quarter  beginning  270  days  after  the  date it  became  critically
undercapitalized  unless certain conditions are met and such extension is agreed
to by the FDIC.  The Bank's  leverage  ratio at December  31, 1999 was 2.8%.  At
March 31, 2000, the same ratio (unaudited) was 3.1%.

Management's  Plan:  Management's  capital  restoration  plan  submitted  to the
regulators  outlines  several courses of action to increase capital ratios to an
acceptable level,  including raising additional capital. As described more fully
in Note 3, the Company has an open securities registration which includes both a
shareholder  rights offering and an ancillary  offering.  On April 13, 2000, the
Board of Directors  approved a motion,  effective  April 14, 2000, to accept the
subscriptions received to date under both offerings and to close the shareholder
rights offering.  As a result,  approximately 1.9 million new common shares will
be issued for an aggregate  offering price of approximately  $3.8 million.  This
amount,  less offering costs of approximately  $200,000,  will be contributed by
the Company to its banking  subsidiary as additional  paid-in capital.  On April
13, 2000,  the Board adopted a resolution  authorizing  and  directing  that the
Series A Preferred  Stock be  converted  into  Common  Stock.  Upon  conversion,
825,000  shares of the Common  Stock  will be issued for the Series A  Preferred
Stock.  The Company  intends to continue the ancillary  offering upon the filing
and effectiveness of a post-effective  amendment to its registration  statement.
The Board  plans to use such other  means as  outlined  in the  revised  capital
restoration  plan approved by the Board and submitted to its regulators on March
30, 2000 to meet the capital  requirements  of the OCC's  consent  order or such
other level of capital approved or required by the OCC. Other alternatives cited
in the  capital  restoration  plan  include  downsizing,  or sale of  assets  or
liabilities.  The estimated impacts of the alternatives would result in either a
neutral impact or a modest gain to the Bank.

21. Fair Value of Financial Instruments

Statement of Financial  Accounting  Standards No. 107,  "Disclosures  about Fair
Value of Financial  Instruments,"  requires disclosure of fair value information
about financial instruments,  whether or not recognized in the balance sheet. In
cases where quoted  market  prices are not  available,  fair values are based on
estimates using present value or other valuation  techniques.  Those  techniques
are significantly  affected by the assumptions used, including the discount rate
and  estimates  of future cash flows.  In that  regard,  the derived  fair value
estimates cannot be  substantiated by comparison to independent  markets and, in
many cases,  could not be realized in immediate  settlements of the instruments.
Statement  107  excludes  certain  financial  instruments  and all  nonfinancial
instruments  from its  disclosure  requirements.  The fair value of  off-balance
sheet  instruments  is not  considered  material.  In  addition,  the  value  of
long-term  relationships  with  depositors and other customers is not reflected.
The value of these items is significant.  Accordingly,  the aggregate fair value
amounts presented do not represent the underlying value of the Company.

The following  methods and  assumptions  were used in estimating  fair values of
financial instruments as disclosed herein:

Cash and Cash Equivalents: For those short-term instruments, the carrying amount
is a reasonable estimate of fair value.

Securities:  For debt securities,  derivative  instruments and marketable equity
securities, fair values are based on quoted market prices or dealer quotes. If a
quoted  market  price is not  available,  fair value is  estimated  using quoted
market prices for similar securities.

Loans:  For certain  homogeneous  categories of loans,  such as some residential
mortgages, fair value is estimated using the quoted market prices for securities
backed by similar loans.  The fair value of other types of loans is estimated by
discounting the future cash flows using the current rates at which similar loans
would  be made  to  borrowers  with  similar  credit  ratings  and for the  same
remaining  maturities.  The fair value of impaired  loans was  estimated at book
value, net of related reserves.

Cash  Surrender  Value:  The fair  value  of the  Company's  investment  in life
insurance  assets is the amount  that would be  received  if the  policies  were
redeemed at year-end.

Deposit Liabilities:  The fair value of demand deposits,  savings accounts,  and
certain money market  deposits is the amount  payable on demand at the reporting
date.  The fair value of  fixed-maturity  certificates  of deposit is  estimated
using the rates currently offered for deposits of similar remaining maturities.

Short-Term   Borrowings:   These  liabilities   represent   primarily  overnight
borrowings and debt maturing  within ninety days of issuance with interest rates
adjusted  daily or weekly.  Accordingly,  the  carrying  amount is a  reasonable
estimate of fair value.

                                      F-15

<PAGE>

Belmont Bancorp. and Subsidiaries

Notes to the Consolidated Financial Statements
For the Years Ended December 31, 1999, 1998 and 1997                      [LOGO]
================================================================================

21.    Fair Value of Financial Instruments (continued)

Long-Term Borrowings: The fair values of long-term borrowings are estimated
using discounted cash flow analyses based on the Company's current incremental
borrowing rates for similar types of borrowing arrangements.

The estimated fair values of the Company's financial instruments are as follows:

                                          1999                   1998
                                  ----------------------------------------------
                                  Carrying   Estimated    Carrying   Estimated
(Expressed in thousands)           Amount    Fair Value    Amount    Fair Value
                                  ----------------------------------------------
Financial assets:
Cash due from banks               $ 15,439    $ 15,439    $  9,439    $  9,439
Federal funds sold                   2,025       2,025          --          --
Trading securities                      --          --       2,281       2,281
Securities available for sale      110,692     110,692     184,995     184,995
Securities held to maturity             --          --      12,516      12,814
Loans, net                         157,277     157,004     202,711     215,559
Cash surrender value
  of life insurance                  4,196       4,196       5,635       5,675
Accrued interest receivable          1,751       1,751       2,731       2,731
Financial liabilities:
Deposits                           255,432     257,184     304,351     307,079
Repurchase agreements                6,093       6,096       6,239       6,239
Accrued interest payable               747         747         896         896
Short-term borrowings               19,740      19,740       3,950       3,950
Long-term borrowings                20,000      19,445      91,401      93,975

22. Condensed Parent Company Financial Statements

Presented  below are the condensed  balance  sheets,  statements of income,  and
statements of cash flows for Belmont Bancorp.

Balance Sheets
(Expressed in thousands)
                                                                 December 31,
                                                               1999       1998
                                                             -------------------
Assets
  Cash                                                       $ 1,141     $   307
  Investment in subsidiaries
   (at equity in net assets)                                   8,950      23,366
  Equity securities                                              473         513
  Advances to subsidiaries                                       271       1,006
  Prepaid expenses                                               509         155
  Other assets                                                   762         660
                                                             -------------------
    Total assets                                             $12,106     $26,007
                                                             ===================
Liabilities
  Payable to subsidiary                                      $   348     $   149
  Deferred compensation                                          527         494
                                                             -------------------
    Total liabilities                                            875         643
Shareholders' Equity                                          11,231      25,364
                                                             -------------------
    Total liabilities and shareholder's equity               $12,106     $26,007
                                                             ===================

<TABLE>
<CAPTION>
Statements of Income
                                                       1999          1998         1997
                                                     ------------------------------------
<S>                                                  <C>           <C>           <C>
Operating income
  Dividends from subsidiaries                        $    628      $  3,921      $  2,207
  Gain on sale of securities                               --            --           126
  Other income                                             51           108            27
                                                     ------------------------------------
   Total income                                           679         4,029         2,360
Operating expenses                                         79           143           113
                                                     ------------------------------------
   Income before income tax
    and equity in undistributed
     income of subsidiaries                               600         3,886         2,247
Income tax (benefit)                                      (57)          (41)           12
Equity in undistributed income (loss)
  of subsidiaries                                     (11,688)       (5,846)        3,710
                                                     ------------------------------------
   Net income (loss)                                 $(11,031)     $ (1,919)     $  5,945
                                                     ====================================

<CAPTION>
Statements of Cash Flows

                                                         1999          1998          1997
                                                     ------------------------------------
<S>                                                  <C>           <C>           <C>
Operating activities
  Net income (loss)                                  $(11,031)     $ (1,919)     $  5,945
  Adjustments to reconcile net income to
   net cash provided by operating activities:
    Gain on sale of securities                             --            --          (126)
  Undistributed (earnings) loss of affiliates          11,688         5,846        (3,710)
    Changes in operating assets and liabilities:
     Prepaid expenses                                    (354)           92          (242)
     Accrued expenses and dividends                        33            94           121
     Other                                                (88)          (95)         (143)
                                                     ------------------------------------
      Cash from operating activities                      248         4,018         1,845
                                                     ------------------------------------
Investing activities
  Proceeds from sale of securities                         --            --           180
  Payments from subsidiaries                            1,083            --            --
  Payments to subsidiaries                               (149)         (274)         (154)
  Additional investment in subsidiary                  (1,650)           --            --
  Investment purchases                                     --          (446)           --
                                                     ------------------------------------
      Cash from investing activities                     (716)         (720)           26
                                                     ------------------------------------
Financing activities
  Issuance of preferred stock                           1,650            --            --
  Cash paid for fractional shares                          --            --            (7)
  Purchase of treasury stock                               --        (1,308)         (123)
  Issuance of treasury stock                              280           112            --
  Dividends                                              (628)       (2,022)       (1,615)
                                                     ------------------------------------
      Cash from financing activities                    1,302        (3,218)       (1,745)
                                                     ------------------------------------

Increase (decrease) in cash & cash equivalents            834            80           126
Cash and cash equivalents at beginning of year            307           227           101
                                                     ------------------------------------
Cash and cash equivalents at end of year             $  1,141      $    307      $    227
                                                     ====================================
</TABLE>

                                      F-16

<PAGE>

Belmont Bancorp. and Subsidiaries

Notes to the Consolidated Financial Statements
For the Years Ended December 31, 1999, 1998 and 1997                      [LOGO]
================================================================================

23. Comprehensive Income

The components of other comprehensive income were as follows:

(Expressed in thousands)                        1999         1998         1997
                                              ---------------------------------
Unrealized holding gains/losses
  arising during the period                   $(7,776)     $  (780)     $ 1,355
Adoption of SFAS No. 133                          224           --           --
Reclassification adjustment                       880       (1,338)        (799)
                                              ---------------------------------
    Net gains/losses
     arising during the period                 (6,672)      (2,118)         556
Tax effect                                      2,268          720         (189)
                                              ---------------------------------
Other comprehensive income (loss)             $(4,404)     $(1,398)     $   367
                                              =================================

24. Litigation

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

The Company is a defendant in a suit for damages  brought in the Court of Common
Pleas for Belmont County,  Ohio in April 1999 by George Michael Riley and others
against the Bank and certain former  officers,  among others,  alleging torts to
have occurred in connection with the Bank's denial of a loan to a third party to
finance the sale of a business owned by plaintiffs. In another case filed in the
same Court in May 1999,  Charles J. and Rebecca McKeegan,  the beneficial owners
of the potential purchaser of the business in the same transaction claim damages
in  excess  of  $500,000  based  upon  alleged  tortious  conduct  as to them by
defendants.  In both cases it is claimed  that a former loan officer of the Bank
later purchased the business at a lower price with financial assistance from the
Bank's  former  chief  operating  officer.  Based on the advice of counsel,  the
Company believes its exposure to liability, if any, is minimal in each case.

In August 1999, the Company's directors  unanimously approved and entered into a
consent  order with the Office of the  Comptroller  of the  Currency and entered
into a written  agreement with the Federal Reserve Bank of Cleveland under which
the  Company and the Bank agreed to meet  specified  conditions  relating to its
future operations and capital requirements.  The consent order requires the Bank
to, among other things,  formulate new plans, policies,  procedures and programs
relating to long-term strategy,  organizational  structure,  management,  loans,
loan loss reserves,  overdrafts,  loan interest  accrual and non-accrual  loans,
loan diversification,  internal audit and periodic loan review by certain dates.
The  consent  order  further  required  that the Bank  retain the  services of a
qualified  independent  certified  public  accounting  firm  acceptable  to  the
Comptroller  of the  Currency,  which it has done by engaging  Crowe  Chizek and
Company LLP as it independent auditors.

In August 1999,  the Company  also  entered  into an agreement  with the Federal
Reserve Bank of Cleveland, under authority given it by the Board of Governors of
the Federal Reserve System, the federal  regulatory agency for Belmont.  As with
the consent order of the  Comptroller of the Currency,  the Federal Reserve Bank
agreement  necessitates certain actions and restrictions.  Without prior Federal
Reserve  Bank  approval,   the  agreement  prohibits  the  Company  from  paying
dividends,  incurring debt, redeeming stock,  receiving dividends from the Bank,
imposing  charges on the Bank, and engaging in any transaction  with the Bank in
violation  of federal  law.  The  Company is  required  to report  quarterly  on
progress in complying with the Federal Reserve Bank agreement.

In August  1999,  the Bank was named as a  defendant  in a lawsuit  filed in the
Belmont County Common Pleas Court by Joseph C. Heinlein,  Jr. against his former
secretary,  the Bank, other financial institutions and individuals with whom the
secretary did business. The complaint alleges that the secretary embezzled funds
from the  plaintiff's  account  over a period of several  years by  forging  his
signature to checks and alleges  negligence on the part of the Bank for honoring
such  checks.  Damages are sought in the amount of $739,000.  The Bank  believes
that  it has  valid  defenses  against  the  claim  and  intends  to  defend  it
vigorously.  In addition,  the Company believes that any liability on the Bank's
part  would be  covered  under its  insurance  policy.  However,  the  insurance
carrier,  Progressive  Casualty  Insurance  Company,  has  filed  a  declaratory
judgment and interpleader  action raising issues of coverage and indemnification
on this claim, as more fully discussed below.

The Company filed suit in the Court of Common Pleas of Tuscarawas County,  Ohio,
alleging that it had been the victim of an  "elaborate  fraud" that has resulted
in more than $15 million in losses to the Bank.  Following an extensive internal
review of its loan portfolio,  the Bank filed claims against Steven D. Schwartz,
President of Schwartz Homes,  Inc., the now-closed New Philadelphia  retailer of
manufactured  homes.  At the same time,  the Bank  filed  claims  against  three
additional people: Linda Reese, Schwartz Homes' Chief Financial Officer; William
Wallace, the Bank's former Executive Vice-President and Chief Operating Officer;
and Christine  Wallace,  his wife. In addition,  as more fully discussed  below,
because of Mr.  Wallace's  alleged  conduct as a bank officer and director,  the
Bank  is  seeking  to  recover  from  its  indemnity  bond  insurance   carrier,
Progressive  Casualty  Insurance  Company,  the full  amount  of its  bond.  The
Wallaces have filed counterclaims in an indeterminate amount upon various bases,
including  invasion of privacy,  defamation  and  failure to  distribute  moneys
allegedly due them under a deferred and certain other compensation plans. Steven
Schwartz also  requested  leave to file  counterclaims.  The Company  intends to
vigorously prosecute its case and defend against these claims.

                                      F-17

<PAGE>


Belmont Bancorp. and Subsidiaries

Notes to the Consolidated Financial Statements
For the Years Ended December 31, 1999, 1998 and 1997                      [LOGO]
================================================================================

24.  Litigation (continued)

In October 1999,  James John Fleagane,  a shareholder  of the Company,  filed an
action against the Company, the Bank and certain of the Company's and the Bank's
current and former  officers and  directors in the Circuit Court of Ohio County,
West Virginia.  The plaintiff alleges, among other things, that the Bank and its
directors and officers  negligently  transacted and  administered  various loans
with respect to Schwartz  Homes,  Inc. and customers of Schwartz.  The plaintiff
seeks  damages  for the loss in value of his stock and  other  compensatory  and
punitive   damages  in  an   unspecified   amount  and  requests   class  action
certification for the common shareholders of the Company. The Company intends to
vigorously defend this action.

Progressive  Casualty  Insurance  Company  sold to the Company a  directors  and
officers  liability  policy  providing for $3 million of coverage and a separate
financial  institution fidelity bond in the face amount of $4.75 million. In May
1999,  the Company  filed a claim under the fidelity  bond policy to recover the
losses  incurred in connection  with the Schwartz Homes loan  relationship.  The
Company has also claimed  coverage  under the directors  and officers  liability
policy.

Progressive  declined to honor these  claims  and,  in December  1999,  filed an
action in the United States  District  Court for the Southern  District of Ohio,
Eastern Division asking the court to issue a declaratory judgment declaring that
Progressive  is not liable under  either the  directors  and officers  liability
policy or the fidelity  bond policy.  Alternatively,  Progressive  has asked the
court, if it finds  Progressive to be liable under these policies,  to determine
whether the Bank or other  parties  who have sued the Bank in  separate  actions
(including the Heinlein  matter  discussed  above) are entitled to the insurance
proceeds. Progressive has deposited with the court bonds in the aggregate amount
of $7.75  million to satisfy any  liabilities  it might have with respect to the
pending claims.  The Company  intends to vigorously  seek  recoveries  under the
insurance policies sold to the Company by Progressive.

The Company is a defendant in litigation brought in October 1999 by Beall Homes,
Inc.,  John B. Beall,  and Peggy F. Beall in the Court of Common Pleas,  Belmont
County,  Ohio.  Plaintiffs seek a declaratory  judgment that certain warrants of
attorney which appear on promissory  notes evidencing loans between the Bank and
Beall  Homes,  Inc.  (and  guaranteed  by John B. Beall and Peggy F.  Beall) are
invalid.  Plaintiffs  assert  claims  of  breach  of a duty  of  good  faith  in
connection with the Bank's grant of three loans to Beall Homes, fraud and breach
of  fiduciary  duty  allegedly  through  floor plan  financing,  dominating  and
controlling  plaintiff's business,  wrongful set-off and conversion of the Beall
Homes  account,  wrongful  dishonor  of certain  customer  checks of  plaintiff,
wrongful  set-off and conversion of the mortgage  account of John B. Beall,  and
intentional  infliction of emotional distress.  Plaintiffs seek compensatory and
punitive  damages in an amount in excess of $25,000 and a declaration  that they
are not in default of any of their  loans,  that the  warrants of  attorney  are
invalid,  that the Bank is required to provide  plaintiffs with an accounting of
the manner in which  payments made by plaintiffs  have been applied by the Bank,
and other relief. The Bank has filed a counterclaim for monetary damages and has
filed a petition for  involuntary  bankruptcy  against Beall Homes.  The Company
intends to vigorously defend this action and prosecute its own claims.

In January  2000,  Eric  Cenkner and other  persons who  purchased  or sought to
purchase homes through the Schwartz Homes homebuilder loan program filed a class
action lawsuit against the Bank and its former chief operating officer,  William
Wallace,  in the United States District Court for the Northern District of Ohio.
The named plaintiffs are purporting to act on behalf of persons who purchased or
sought to purchase  homes through the Schwartz  homebuilder  loan  program.  The
complaint  alleges that the class members have been harmed by the  participation
of the Bank and Mr. Wallace in the Schwartz Homes homebuilder loan program.  The
suit seeks damages due to alleged  violations of federal and state RICO statutes
and federal usury laws,  breaches of contract and fiduciary duties,  concealment
and  nondisclosure.  In  the  complaint,  the  plaintiffs  based  their  factual
allegations  on the Bank's own factual  allegations in the separate case brought
by the Bank in the Court of Common Pleas of Tuscarawas County,  Ohio against Mr.
Wallace and Steven  Schwartz,  the  president  of Schwartz  Homes,  as described
above. In April 2000, following  discussions among the parties and the Company's
payment to the named  plaintiffs  of nominal  consideration  to cover certain of
their expenses,  the plaintiffs  filed a motion to dismiss the case. The Company
does  not  believe  that the  named  plaintiffs  will  reinstitute  this  action
following dismissal.

In September 1999, the Bank filed a lawsuit against  Otterbacher  Manufacturing,
Inc.  ("Manufacturing")  and Gary and Karen  Otterbacher  regarding  default  by
Manufacturing  on a loan  guaranteed by the  Otterbachers  in the amount of $2.1
million.  The  Otterbachers  filed a  counterclaim  against  the Bank for lender
liability claims relating to the Bank's  declaration of default by Manufacturing
and the  Bank's  refusal  to  extend  additional  or renew  existing  credit  to
Manufacturing.  The Bank intends to vigorously  defend this action and prosecute
its own claims.

                                      F-18

<PAGE>


Belmont Bancorp. and Subsidiaries

Management's Report

================================================================================

Management of Belmont  Bancorp.  is  responsible  for the accurate and objective
preparation  of the  consolidated  financial  statements  and the  estimates and
judgements upon which certain financial statements are based. Management is also
responsible  for  preparing  the other  financial  information  included in this
annual report. In our opinion,  the financial  statements on the preceding pages
have been prepared in conformity with generally accepted  accounting  principles
and other  financial  information  in this annual report is consistent  with the
financial statements.

Management is also  responsible  for  establishing  and  maintaining an adequate
internal  control  system which  encompasses  policies,  procedures and controls
directly  related to, and  designed to provide  reasonable  assurance  as to the
integrity and reliability of the financial  reporting  process and the financial
statements generated therefrom.  The concept of reasonable assurance is based on
the recognition  that there are inherent  limitations in all systems of internal
control,  and that the cost of such systems should not exceed the benefits to be
derived  therefrom.  The systems  and  controls  and  compliance  therewith  are
reviewed  by an  extensive  program of  internal  audits and by our  independent
auditors. Their activities are coordinated to obtain maximum audit coverage with
a minimum  of  duplicate  effort  and cost.  Management  believes  the system of
internal  control   effectively  meets  its  objectives  of  reliable  financial
reporting.

The  Board of  Directors  pursues  its  responsibility  for the  quality  of the
Company's  financial  reporting  primarily  through its Audit Committee which is
comprised solely of outside directors.  The Audit Committee meets regularly with
management,  personnel responsible for the contract internal audit function, and
the independent auditors to ensure that each is meeting its responsibilities and
to discuss  matters  concerning  internal  controls,  accounting  and  financial
reporting. The above parties have full and free access to the Audit Committee.


/s/ W. Quay Mull, II                /s/ Wilbur R. Roat

W. Quay Mull, II                    Wilbur R. Roat
Chairman                            President and
Belmont Bancorp.                    Chief Executive Officer
Belmont National Bank               Belmont Bancorp.
                                    Belmont National Bank


/s/ Jane R. Marsh

Jane R. Marsh
Secretary, Belmont Bancorp.
Senior Vice President
Controller and Cashier
Belmont National Bank

                                      F-19

<PAGE>


Independent Auditor's Report
                                                                          [LOGO]
================================================================================

To the Shareholders and Board of Directors of
Belmont Bancorp.

We have audited the accompanying  consolidated balance sheet of Belmont Bancorp.
and  subsidiaries  as  of  December  31,  1999,  and  the  related  consolidated
statements of income,  changes in shareholders'  equity,  and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial  statements  based on our audit.  The financial  statements of Belmont
Bancorp.  and  subsidiaries  as of December  31, 1998 and for the two years then
ended, were audited by other auditors whose report dated May 19, 1999, expressed
an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Belmont Bancorp. and
subsidiaries  at December 31, 1999,  and the results of its  operations  and its
cash  flows,  for the year then  ended in  conformity  with  generally  accepted
accounting principles.

As  described  in Note 1, the  Company  changed  its  method of  accounting  for
derivative  instruments  and hedging  activities  to comply with new  accounting
guidance.

As discussed in Note 20, the Company is subject to the terms of an agreement
with regulators to increase capital.


Crowe, Chizek and Company LLP

Columbus, Ohio
March 2, 2000, Except for Notes 2, 3, 20, and 24 which date is
 April 13, 2000.



                                      F-20

<PAGE>


Opinion of Independent Certified Public Accountants
Board of Directors
Belmont Bancorp.
St. Clairsville, Ohio

We have audited the accompanying consolidated balance sheet of Belmont Bancorp.
and subsidiaries as of December 31, 1998, and the related consolidated
statements of income, changes in shareholders' equity, and cash flows, for each
of the two years in the period ended December 31, 1998. These financial
statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Belmont Bancorp.
and subsidiaries at December 31, 1998, and the consolidated results of its
operations, and cash flows, for each of the two years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.

s/S.R.Snodgrass A.C.
S.R. Snodgrass A.C.

Wheeling, West Virginia
May 19, 1999

                                      F-21

<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number                                   Description

4.1      --         Charter (1)
4.2      --         Charter Amendment regarding Series A Preferred Stock (2)
4.3      --         Bylaws as currently in effect (1)
10.1     --         Letter Agreements with FiCap Strategic Partners, LLC (1)
10.2     --         Deferred Compensation Plan and Trust for J. Vincent Ciroli,
                    Jr., William Wallace and Jane R. Marsh (1)
10.3     --         Executive Incentive Cash Agreement for J. Vincent Ciroli,
                    Jr., William Wallace and Jane R. Marsh (1)
10.4     --         Executive Phantom Stock Agreement for J. Vincent Ciroli,
                    Jr., William Wallace and Jane R. Marsh (1)
10.5     --         Supplemental Retirement Plan for J. Vincent Ciroli, Jr.,
                    William Wallace and Jane R. Marsh (1)
10.6     --         Employment Agreement dated December 15, 1999 between Wilbur
                    R. Roat, Belmont Bancorp. and Belmont National Bank (3)
23.1     --         Consent of Crowe Chizek and Company LLP (3)
23.2     --         Consent of S.R. Snodgrass A.C. (3)
27       --         Financial Data Schedule(3)


----------
(1)  Filed as an exhibit to the Company's Registration Statement on Form S-2
     filed with the Securities and Exchange Commission (Registration No.
     333-91035) on November 16, 1999.

(2)  Filed as an exhibit to Amendment No. 1 to the Company's Registration
     Statement on Form S-2 filed with the Securities and Exchange Commission
     (Registration No. 333-91035) on January 12, 2000.

(3)  Filed herewith.


                                       E-1