U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                            FORM 10-K
                                
(Mark one)

X      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

For the period from _____________ to _________________

Commission file number 0-12724

                        BELMONT BANCORP.
                 (Name of issuer in its charter)
Ohio (State of Incorporation)                I.R.S. Employer ID
                                             No. 34-1376776
                         325 MAIN STREET
                     BRIDGEPORT, OHIO  43912
            (Address of principal executive offices)
                    Telephone (614)-695-3323
                                
Securities registered under Section 12(b) of the Exchange Act:
NONE

Securities registered under Section 12(g) of the Exchange Act:

     Title of each class:               Name of each exchange on
                                        which registered:
     Common stock, $0.50 par value      NASDAQ SmallCap Market

     Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months, and (2) has been subject to such filing
requirements for the past 90 days.  Yes X         No

     Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in this
form, and no disclosure will be contained, to the best of the
Registrant's knowledge.  In definitive proxy or information
statements incorporated by reference to Part III of this Form 10-
K or any amendment to this Form 10-K.  X

Aggregate market value of voting stock held by nonaffiliates as
of March 6, 1998 - $121,568,000
There were 2,628,498 shares of $0.50 par value, common stock
outstanding as of March 6, 1998.
                                
               DOCUMENTS INCORPORATED BY REFERENCE
                                
Portions of the Proxy Statement of the Registrant dated March 20,
1998 are incorporated in Items 10, 11, 12, and 13.  The Annual
Report of the Registrant is incorporated by reference in Items 5,
6, 7, and 8.

                               PART I

ITEM 1-BUSINESS

BELMONT BANCORP.

     Belmont Bancorp. 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
Corporation owns Belmont Financial Network, Inc., a non-bank
subsidiary.

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 the turn of the century.  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.  Branches in Harrison County are located in Jewett
and 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,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 Bancorp. formed a subsidiary
corporation, Belmont Financial Network, Inc.(BFN).  The purpose
of the subsidiary was primarily to engage in lease consulting for
personal or real property.  Changes to the federal tax code that
eliminated new investment tax credits as of December 31, 1987
adversely affected the leasing business.  The daily operations of
Belmont Financial Network were suspended during 1989 to reduce
overhead costs.  The leases formerly serviced by Belmont
Financial Network are presently administered by Belmont National
Bank.  BFN was inactive throughout 1996.  During the fourth
quarter of 1997, BFN acted as a community development corporation
by investing as a limited partner in a low income housing project
that also includes historic renovation.

BELMONT INVESTMENT AND FINANCIAL SERVICES, INC.

     During 1988, Belmont National Bank began the operations of
Belmont Investment and Financial Services, Inc., a wholly-owned
subsidiary of the Bank.  Belmont Investment and Financial
Services, Inc. was organized so that the Bank's customers would
have available to them a wider array of financial products as
well as sound investment and financial planning.  Through Belmont
Investment and Financial Services, Inc., customers can purchase
government or corporate bonds, and mutual fund products.  In
1990, the services provided by the Corporation, other than
advisory services, were reorganized into a department of the
Bank.

 SUPERVISION AND REGULATION

     Belmont Bancorp. is subject to regulation under the Bank
Holding Company Act of 1956, as amended (the "Act").  The 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 Act restricts Belmont's non-banking activities
to those which are closely related to banking.  The 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 intercompany
loans and investments.  A substantial portion of Belmont's cash
revenues is derived from dividends paid by its subsidiary bank.
These dividends are subject to various legal and regulatory
restrictions as summarized in Note 16 of the financial
statements.

     The Bank is subject to the provisions of the National
Banking Act and the regulations of the Federal Reserve Board and
the Federal Deposit Insurance Corporation.  Under the Bank
Holding Company Act of 1956, as amended, and under regulations of
the Federal Reserve Board pursuant thereto, a bank holding
company is prohibited from engaging in certain tie-in
arrangements in connection with extensions of credit.

     The monetary policies of regulatory authorities, including
the Federal Reserve Board, 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 Bancorp.
and its subsidiary bank cannot be predicted.

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 Form 10-K.

ITEM 2-PROPERTIES

DESCRIPTION ON PROPERTIES

In January 1996, the Bank relocated its corporate
headquarters to Wheeling, WV.  The office is located at 980
National Road and consists of a 14,000 square floor 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.

     Mall Office-This office is located at the Ohio Valley Mall,
     a major shopping mall located two miles east of St.
     Clairsville, Ohio, and consists of a 4,000 square foot
     office inside the mall proper, plus a stand alone drive-in
     facility at the perimeter of the Mall.  Automatic teller
     machines are located at the drive-in location and inside the
     branch office.

     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.
     
     Jewett Office-This office is located in Harrison County
     approximately twenty-six miles north of St. Clairsville,
     across from Cross Street, the intersection of State Routes 9
     and 151.  The building is constructed of masonry brick and
     contains  2,400 square feet with an accompanying drive-in
     facility.
          
     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.
     
     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.
     
     New Philadelphia 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.
     
     New Philadelphia 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 Mall and
Bellaire offices.  All leased offices contain renewal options.
The land for the Elm Grove office is also leased.

ITEM 3-LEGAL PROCEEDINGS

None.

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.

                             PART II

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

The number of shareholders of record for the Corporation's stock
as of March 6, 1998 was 613.   The closing price of Belmont
Bancorp. stock on March 6, 1998 was $46.25 per share.

Belmont Bancorp.'s common stock has a par value of $0.50
and, since October 1994, has been traded on the Nasdaq SmallCap
market.

1997                    
                              Dividend
Quarter   High     Low        per Share

1st       $22.40   $20.40     $0.136
2nd        25.20    20.80      0.136
3rd        30.00    25.13      0.170
4th        41.50    29.00      0.170
Total                         $0.612
                              
1996                    
                              Dividend
Quarter   High     Low        per Share

1st       $22.00   $20.00     $0.104
2nd        22.40    20.80      0.120
3rd        22.40    20.80      0.120
4th        22.00    20.40      0.136
Total                         $0.480

     The tables above show its high and low market prices and
dividend information for the past two years. Market prices and
cash dividends paid per share have been restated to reflect the
effect of a 5-for 4 common stock split effected in the form of a
25% common stock dividend paid July 1, 1997.

     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 Corporation's Annual
Report (Exhibit B).

     Treasury stock is accounted for using the cost method.
There were 6,665 shares and 832 shares held in treasury on
December 31, 1997 and 1996, respectively.

ITEM 6.-SELECTED FINANCIAL DATA

     The Summarized Quarterly Financial Information and the
Consolidated Five Year Summary of Operations contained in the
Corporation's annual report (Exhibit B) are hereby incorporated
by reference.

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

SUMMARY

     For 1997, net income increased 18.9% from the previous year;
net income for the year ended 1996 also increased 18.9% compared
to 1995.  Net income per common share for 1997 was $2.25 compared
to $1.87 per common share in 1996 and $1.56 in 1995.  Return on
average common shareholders' equity was 20.21% for 1997, up from
19.55% in 1996 and 18.90% in 1995.  The Corporation's net income
to average assets, referred to as return on assets, increased to
1.62% for the year ended 1997 from 1.49% last year and 1.35%
during 1995.  Operating income consists of earnings before income
taxes, minus net investment and trading gains or plus net
investment and trading losses.  Operating income increased by
$185,000 or 2.9% from 1996 to 1997.  The table below summarizes
earnings performance for the past three years.

($000s) except per share data     1997    1996    1995

Operating income                  $6,567  $6,382  $5,437
Net income                         5,945   5,002   4,206
                                                   
Net income per share              $ 2.25  $ 1.87  $ 1.56
                                                   
Return on average assets           1.62%   1.49%   1.35%
Return on average common equity   20.21%  19.55%  18.90%
Return on average total equity    20.21%  19.05%  18.42%

NET INTEREST REVENUE

     A major share of the Corporation'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 included in the Corporation's annual
report (Exhibit B), compare interest revenue and interest earning
assets outstanding with interest cost and liabilities outstanding
for the years ended December 31, 1997, 1996, and 1995, 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.

     The Corporation's net interest income grew by $1,002,000 on
a taxable equivalent basis during 1997 compared to the same
period last year, a 7.1% increase.  The increase in net interest
income was attributable to an increase in average earning assets.
During 1997, the Corporation's average interest-earning assets
grew by approximately $28.7 million, up 9.1% from 1996.

     The yield on interest earning assets was up 15 basis points
from 8.28% in 1996 to 8.43% in 1997.  However the  cost of
interest bearing liabilities rose 25 basis points from 1996 to
1997. Consequently, the net interest rate spread decreased from
3.95% during 1996 to 3.84% during 1997.   The taxable equivalent
net interest margin was 4.37% during 1997 compared to 4.45% for
1996 and 4.55% during 1995.

     The Analysis of Net Interest Income Changes, separates the
dollar change in the Corporation'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 increase in the Corporation's net
interest income during the year-to-date periods presented from
1996 to 1997 was generated by growth in the levels of earning
assets and average interest bearing liabilities outstanding
(depicted by the volume column).

OTHER OPERATING INCOME

     Other operating income excluding securities gains and
losses, increased 8.0% and totaled $2,010,000 in 1997, compared
to $1,861,000 in 1996 and $1,683,000 in 1995.  The table below
shows the dollar amounts and growth rates of the components of
other operating income.

                                     1997              1996              1995
($000s)                              Total   Change    Total    Change   Total
Trust income                         $  466    -7.17%  $  502    21.55%  $  413
Service charges on deposits             707     7.12%     660    18.92%     555
Gain on sale of loans                    91    26.39%      72   -47.06%     136
Recovery on class action lawsuit          -  -100.00%      27   -85.71%     189
Other income                            746    24.33%     600    53.85%     390
Subtotal                              2,010     8.01%   1,861    10.58%   1,683
                                                   
Investment securities gains(losses)     (3)  -200.00%     (1)    90.91%    (11)
Gains (losses) on securities                                            
available for sale                      802   102.02%     397   251.33%     113
Total                                $2,809    24.46%  $2,257    26.44%  $1,785

     During the fourth quarters of 1996 and 1995, the Corporation
recovered $27,000 and $189,000, respectively for settlement of a
class action lawsuit arising out of the issuance and sale of
taxable municipal bonds.

     Gains on sale of loans contributed $91,000 to noninterest
income during 1997, up from $72,000 in 1996.  The Corporation
utilizes the secondary mortgage market to divest itself of fixed
rate mortgage loans with rates below a target rate for purposes
of managing the interest rate risk associated with these loans.
Servicing rights were retained on the loans sold.  The
Corporation continues to utilize the secondary market as a means
of offering competitively priced mortgage loan products without
retaining the interest rate risk associated with long term, fixed
rate product.

     Losses on investments held in the maturity portfolio during
1997 and 1996 occurred as a result of calls on municipal bonds in
the portfolio.  These losses totaled $3,000 during 1997 and 1,000
during 1996.  Net gains were realized on securities available for
sale during 1997 totaling $802,000 compared to gains of $397,000
during 1996 and losses  of $113,000 during 1995.  The related
income taxes on securities transactions, including trading and
securities available for sale, were $174,000,  $104,000, and
$25,000 for the years ended 1997, 1996 and 1995, respectively.

OPERATING EXPENSES

     Successful expense control is an essential element in
maintaining the Corporation's profitability.  The table below
details the percentage changes in various categories of expense
for the three years ended 1997, 1996, and 1995.

($000s)                   1997    % Change   1996      % Change   1995
                             
Salaries and wages        $3,034   14.66%    $2,646     3.56%     $2,555
Employee benefits            914   15.70%       790    -1.50%        802     
Net occupancy expense        783   14.14%       686    24.28%        552       
Equipment expense            947   15.91%       817     6.94%        764    
FDIC insurance                64  -87.74%       522    38.46%        377   
Other operating expenses   2,990    2.15%     2,927    13.76%      2,573    
        
Total                     $8,732    4.10%    $8,388    10.04%     $7,623

     Management strives to maintain the Corporation's efficiency
ratio at or below 50%.  (The efficiency ratio is computed by
dividing the sum of fully taxable equivalent net interest margin
plus non-interest income by non-interest expenses.)  For the year
ended 1997, the efficiency ratio was 48.8% compared to 51.4% in
1996 and 50.6% in 1995.
     
     Salaries and wages included incentive performance bonuses
tied to earnings performance totalling $299,000 in 1997, $243,000
during 1996 and $343,000 during 1995.  Overall, operating expenses
were impacted by the addition of two new offices in Wheeling, West
Virginia during 1996 and new offices in Bellaire, Ohio and at Plaza
West in St. Clairsville, Ohio in 1997.

     Other non-interest operating expense includes FDIC insurance
assessments.  FDIC insurance expense included in other operating
expenses were $64,000, $522,000 and $377,000 in 1997, 1996 and
1995, respectively, including a one time, pre-tax assessment on
deposits insured through the Savings Association Insurance Fund
during the third quarter of 1996 totaling $397,000.

     Taxes, other than payroll and real estate taxes, included in
noninterest expense totaled $426,000 during 1997, up from
$395,000 in 1996.   This includes the Ohio state corporate
franchise tax based on the equity of the subsidiary bank.

     Other noninterest expense also includes expense associated
with other real estate owned.  During 1997 this expense was
$20,000 compared to $143,000 during 1996.  Expenses associated
with one property which was disposed of during the fourth quarter
of 1996 totaled $140,000.

     Federal income taxes were reduced by $482,000 in historic
tax credits associated with a low income housing project that the
subsidiary, Belmont Financial Network, invested in as a limited
partner during the fourth quarter of 1997.  The project is expected
to generate low income housing credits in excess of $150,000 in
each of the next ten years.

FINANCIAL CONDITION

SECURITIES

     The book values of investments as of December 31, 1997 and
1996 are detailed in Footnote 3 of the Notes to the Consolidated
Financial Statements in the Corporation's annual report (Exhibit
B).

     The investment portfolio consists largely of fixed and
floating rate mortgage related securities, predominantly
underwritten to the standards of and guaranteed by the government
agency GNMA and by the government-sponsored agencies of FHLMC and
FNMA.  These securities differ from traditional debt securities
primarily in that they have uncertain maturity dates and are
priced based on estimated prepayment rates on the underlying
mortgages.

     The maturities and yields of securities held to maturity and
available for sale (excluding equity securities) are detailed in
the following tables.

Securities Held to Maturity
December 31, 1997                                                      
                                                          
                         U.S.
                         Government    States and       Agency
                         agencies and  Political        mortgage-backed     
Maturity Period          corporations  Subdivisions(a)  securities(b)   Total
Less than 1 year         2,260            466               -            2,726
    Yield                4.80%          3.06%                            4.50%
1-5 Years                    -          1,714           6,455            8,169
    Yield                               8.17%           6.98%            7.23%
6-10 Years                   -            332           1,725            2,057
    Yield                              10.68%           7.60%            8.10%
Over 10 Years                -          1,975           1,028            3,003
    Yield                              10.07%           8.77%            9.63%
Total                    2,260          4,487           9,208           15,955
    Yield                4.80%          8.66%           7.30%            7.33%
                                                                       


Securities Available for Sale
December 31, 1997
At estimated fair value
<TABLE>
<CAPTION>
                                                                           
                                                                             
                       
                   U.S.        U.S. Govt.    States and       Agency          Mortgage       Total
                   Treasury    agencies and  political        mortgage-backed derivatives    Fair     Amortized       
Maturity Period    securities  corporations  subdivisions(a)  securities(b)   securities(b)  Value    Cost
<S>                <C>         <C>           <C>              <C>             <C>            <C>      <C>
Less than 1 year       -            -             -              180           1,524           1,704    1,705
Yield                                                          3.24%           5.48%           5.25%       
1-5 Years            100        6,528             -           36,873          20,445          63,946   64,131
Yield              6.38%        6.75%                          6.37%           6.61%           6.40%       
6-10 Years             -        8,264           103           18,605               -          26,972   26,851
Yield                           6.35%         7.58%            7.19%                          6.93%       
Over 10 Years          -            -        18,075            3,294           2,462          23,831   23,465
Yield                                         8.10%            9.05%           7.73%           8.19%       
Total fair value     100       14,792        18,178           58,952          24,431         116,453  116,152
Yield              6.38%        6.53%         8.10%            6.77%           6.65%           6.87%       

(a)  Taxable equivalent yields
(b)  Maturities of mortgage-backed securities are based on
     estimated average life.
</TABLE>

     At December 31, 1997, there were no securities of a single
issuer, other than U.S. Treasury or other U.S. government agency
securities, which exceeded 10% of shareholders' equity.

     The state and political subdivision portfolio includes
approximately $2.4 million zero coupon revenue bonds.  These
bonds are purchased at a significant discount to par value and
the income recognized on the bonds is derived from the accretion
of the discount using a method that approximates a level yield.

MARKETABLE EQUITY SECURITIES

     The Corporation held marketable equity securities in its
investment portfolio as of December 31, 1997.  In accordance with
regulatory requirements, all equity securities were transferred
to Securities Available for Sale on January 1, 1994 because these
securities do not have a stated maturity.  Current accounting
principles require that marketable equity securities be recorded
at the lower of cost or market value with a corresponding
adjustment to reduce shareholders' equity if market value is
lower than cost.  At December 31, 1997 and 1996, estimated market
values approximated original cost.

                                                         Taxable
                                                         Equivalent
December 31, 1997 ($000s)        Cost     Market Value   Yield
                            
Federal Home Loan Bank Stock     $4,450   $4,450         7.19%
Corporate Stock                      66       66         5.17%
Federal Reserve Bank Stock          187      187         6.00%
                                 $4,703   $4,703          
                                                       
                                                         Taxable
                                                         Equivalent
December 31, 1996 ($000s)        Cost     Market Value   Yield
                                     
Federal Home Loan Bank Stock     $2,960   $2,960         7.00%
Corporate Stock                     120      120         8.00%
Federal Reserve Bank Stock          187      187         6.00%
                                 $3,267   $3,267          

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.

($000s)                      1997      1996      1995      1994     1993
Commercial loans:                                                        
Real estate construction     $  1,418  $  1,327  $ 1,530   $ 1,801  $ 2,081
Acceptances of other banks          0         0        0         0        0
Real estate mortgage           19,984    25,954   28,744    23,701   21,211
Commercial, financial                                                    
  and agricultural            109,618    80,554   50,532    38,983   25,317
Direct financing leases             0         0        3         5        9
   Total commercial loans    $131,020  $107,835  $80,809   $64,490  $48,618
                                                                         
Consumer  loans:                                                         
Residential mortgage         $ 77,995  $ 71,715  $69,999   $76,094  $70,301
Installment loans              14,435     7,626    6,959     5,116    5,281
Credit card and other           
consumer                        1,450     1,607    2,190     1,396    1,032
   Total consumer loans      $ 93,880  $ 80,948  $79,148   $82,606  $76,614
                                                                         
Total loans and leases       $224,900  $188,783 $159,957  $147,096 $125,232

An analysis of maturity and interest rate sensitivity of business
loans at the end of 1997 follows:

                                  Under    1 to 5   Over 5          
($000s)                           1 Year   Years    Years    Total
Domestic loans:                                                  
Real estate construction          $ 1,145  $    18  $   255  $  1,418
Real estate mortgage               13,285    1,880    4,818    19,983
Commercial, financial                                            
and agricultural                   53,560   41,722   13,442   108,724
Direct financing leases                 0        0        0         0
Total business loans (a)          $67,990  $43,620  $18,515  $130,125
                                                                 
Rate sensitivity:                                                
Predetermined rate                $ 3,518  $21,303  $17,833  $ 42,654
Floating or adjustable rate        64,472   22,317      682    87,471
Total domestic business loans     $67,990  $43,620  $18,515  $130,125
                                                                 
Foreign loans                           0        0        0         0
                                                                 
(a) does not include nonaccrual loans

PROVISION AND ALLOWANCE FOR POSSIBLE LOAN LOSSES

     The Corporation, as part of its philosophy of risk
management, has established various credit policies and
procedures intended to minimize the Corporation'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 diversifying specific industry.
Credit risk is continuously monitored by Management 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 $4,134,000,
or 1.84% of total loans and leases at December 31, 1997.  At the
end of the previous year, the allowance for possible loan losses
was $3,153,000, or 1.67% of total loans and leases.  The provision
charged to expense during 1997 was $1,055,000 compared to $465,000
in the year ago period.

     Management's allocation of the allowance for possible loan
losses for the past five years based on estimates of potential
future loan loss is set forth in the table below:


($000s)                      1997      1996      1995      1994      1993
Specific reserves:                                                       
Commercial                   $    560  $    330  $    310  $     10  $    960
Mortgage                            0        10        10         5        38
Consumer                          161       176         5         7        21
Criticized loans without                                                 
specific allocation               470       296       414       315       160
Provision for loan                                                       
categories based on
historical loss
experience:                                                           
Commercial                      2,063     1,607     1,344       687       335
Commercial real estate            313       269       152       103         7
Residential mortgage              358       328       325       298        28
Consumer                          209       137       143       112        68
Total                        $  4,134  $  3,153  $  2,703  $  1,537  $  1,617
                                                                         
Total loans and leases       
outstanding                  $224,899  $188,783  $159,957  $147,096  $125,232

Reserves as a % of total loans                                 
($000s)                         1997    1996   1995   1994   1993
Specific reserves:                                                
Commercial                      0.25%   0.17%  0.19%  0.01%  0.77%
Mortgage                        0.00%   0.01%  0.01%  0.00%  0.03%
Consumer                        0.07%   0.09%  0.00%  0.00%  0.02%
Criticized loans without                                          
specific allocation             0.21%   0.16%  0.26%  0.21%  0.13%
Provision for loan categories                                     
based on historical loss                                       
experience:                                                    
Commercial                      0.92%   0.85%  0.84%  0.47%  0.27%
Commercial real estate          0.14%   0.14%  0.10%  0.07%  0.01%
Residential mortgage            0.16%   0.17%  0.20%  0.20%  0.02%
Consumer                        0.09%   0.07%  0.09%  0.08%  0.05%
Total                           1.84%   1.67%  1.69%  1.04%  1.29%

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

ALLOWANCE FOR POSSIBLE LOAN LOSSES
Five year history                                                    
                                                                     
($000s)                        1997    1996    1995    1994    1993
Balance as of January 1        $3,153  $2,703  $1,537  $1,617  $1,024
Provision of loan losses        1,055     465   1,150     805     577
Adjustment incident to              
acquisition                         0       0       0       0       0
Loans charged off:                                                   
  Real estate                      24      30      25      49      19
  Commercial                       23       0       0     806       0
  Consumer                         43      32      26      85      15
  Direct financing leases           0       0       0       0       0
Total loans charged-off            90      62      51     940      34
                                                                     
Recoveries of loans                                         
previously charged-off:                                                         
  Real estate                       2       2       3      18       0
  Commercial                        1       0       1      29      21
  Consumer                         13      45      18       7      11
  Direct financing leases           0       0      45       1      18
Total recoveries                   16      47      67      55      50
Net charge-offs (recoveries)       74      15    (16)     885    (16)
Balance at December 31         $4,134  $3,153  $2,703  $1,537  $1,617
                                                                     
($000s)                       1997      1996      1995      1994      1993
Loans and leases outstanding                                         
at December 31                $224,899  $188,783  $159,957  $147,096  $125,232
                                   
Allowance as a percent of
loans and leases outstanding     1.84%     1.67%     1.69%     1.04%     1.29%
Average loans and leases      $208,265  $174,445  $152,502  $134,952  $120,218
                                 
Net charge-offs as a percent                                         
of Average loans and leases      0.04%     0.01%    -0.01%     0.66%    -0.01%
                                                                     
The following schedule shows the amount of under-performing
assets and loans 90 days or more past due but accruing interest.

UNDER-PERFORMING ASSETS                      
($000s)                          1997        1996
Nonaccrual loans and leases      $1,515      $143
Loans 90 days or more past                      
due but accruing interest            44        74     
Other real estate owned              20        66
Total                            $1,579      $283

In addition to the above schedule of non-performing assets,
Management prepares a watch list consisting of loans over
$150,000 which Management has determined require closer monitoring
to further protect the Corporation against loss.  The balance of
loans classified by Management as substandard due to delinquency
and a change in financial position at the end of 1997 and not
included in the table above was $3,693,000.  There are no other
loans classified for regulatory purposes that would materially
impact future operating results, liquidity or capital resources
or which management doubts the ability of the borrower to comply
with loan repayment terms.

DEPOSITS

     Primarily core deposits are used to fund interest-earning
assets.  The Corporation has a lower volume of interest-free
checking accounts than its peer group which is typical for its
market area.  This results in an overall higher cost of funds
than peer average.  The accompanying tables show the relative
composition of the Corporation's average deposits and the change
in average deposit sources during the last three years.

AVERAGE DEPOSITS ($000s)                  1997          1996        1995
Demand                                    $ 29,878      $ 27,878    $ 25,819
Interest bearing checking                   43,476        38,576      25,953 
Savings                                     78,636        79,341      78,679 
Other time                                 101,405        99,649     108,578 
Certificates-$100,000 and over              13,899        12,008      12,751
Total average deposits                    $267,294      $257,452    $251,780
                                                                           
DISTRIBUTION OF AVERAGE DEPOSITS          1997          1996        1995
Demand                                      11.18%       10.83%      10.26%
Interest bearing checking                   16.27%       14.98%      10.31%
Savings                                     29.42%       30.82%      31.25%
Other time                                  37.94%       38.71%      43.12%
Certificates-$100,000 and over               5.20%        4.66%       5.06%
Total                                      100.00%      100.00%     100.00%
                                                                           
CHANGE IN AVERAGE                                                              
DEPOSIT SOURCES ($000s)                     1996 to 1997   1995 to 1996 
Demand                                      $2,000         $ 2,059            
Interest bearing checking                    4,900          12,623            
Savings                                      (705)             662            
Other time                                   1,756         (8,929)    
Certificates-$100,000 and over               1,891           (743)      
Total                                       $9,842         $ 5,672            

BORROWINGS

     Other sources of funds for the Corporation include short-
term repurchase agreements and Federal Home Loan Bank borrowings.
Borrowings at the Federal Home Loan Bank are utilized to match
the maturities of selected loans and to leverage the capital of
the Corporation to enhance profitability for shareholders.

CAPITAL RESOURCES

     At December 31, 1997, shareholders' equity was $31,899,000
compared to $27,332,000 at December 31, 1996, an increase of
$4,567,000 or 16.7%.  The increase in capital during 1997 was due
prmarily to the retention of earnings.  During the fourth quarter
of 1996, the Corporation retired $1,000,000 in senior cumulative
preferred stock.

     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, while total
capital consists of core capital, certain debt instruments and
a portion of the reserve for loan losses.  At December 31,
1997, the Corporation had a Tier 1 capital ratio of  11.8% and
a total capital ratio of 10.6%, well above the regulatory
minimum requirements.

     The following table shows several capital and liquidity
ratios for the Corporation for the last three years:

December 31                     1997     1996     1995
Average shareholder's equity                           
to:
  Average assets                 8.02%    7.81%    7.34%
  Average deposits              11.01%   10.20%    9.07%
  Average loans and leases      14.13%   15.06%   14.97%
Primary capital                  9.10%    9.13%    8.78%
Risk-based capital ratio:                              
   Tier 1                       11.81%   12.43%   13.07%
   Total                        10.60%   13.68%   14.32%
Leverage ratio                   8.00%    7.93%    7.39%

     National banks must maintain a total assets leverage
ratio of at least 3.0%.  The total assets leverage ratio is
calculated by dividing capital less intangibles into assets,
net of intangibles.  In many cases, regulators require an
additional cushion of at least 1.0% to 2.0%.  At December 31,
1997, the Corporation's Tier One leverage ratio was 8.00%.

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

                                 1997    1996    1995
Total dividends declared                         
as a percentage of net income    27.17%  26.59%  25.77%
                                   
Common dividends declared                        
as a percentage of earnings                    
per common share                 27.20%  25.64%  24.36%
                                    
    Currently there are no known trends, events or
uncertainties that would have a material effect on the
Corporation's liquidity, capital resources or results of
operations.

LIQUIDITY AND INTEREST RATE SENSITIVITY

     The Corporation meets its liability based needs through the
operation of Belmont National 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
increased by $2.4 million, or 0.9%, from the end of 1996 to 1997.
Average deposits increased $9.8 million, or 3.8%, during 1997
compared to 1996.

     The Bank has utilized alternative funding sources to
leverage shareholders' equity and improve overall profitability.
Sources include the Federal Home Loan Bank of Cincinnati and
various correspondent bank relationships.

     The Bank also has lines of credit with various correspondent
banks totaling $6,500,000 which may be used as an alternative
funding source; the unused portion of these lines at December 31,
1997 was $694,000.  In addition, the Bank has a line of credit
with the Federal Home Loan Bank of Cincinnati for $30 million.
At December 31, 1997, the balance of the overnight cash
management advance was $8,829,000 with an available balance of
$21,171,000.  The Bank also has a repurchase-agreement based
advance with the Federal Home Loan Bank for $70 million.  All
borrowings at the Federal Home Loan Bank are subject to eligible
collateral requirements.

INTEREST RATE SENSITIVITY

     The Corporation's net interest revenue can be vulnerable to
wide fluctuations arising from a change in the general level of
interest rates to the degree that the average yield on assets
responds differently to such a change than does the average cost
of funds.  To maintain a consistent earnings performance, the
Corporation actively manages the repricing characteristics of its
assets and liabilities to control net interest income rate
sensitivity.

     The mismatching of asset and liability repricing
characteristics in specific time frames is referred to as
interest rate sensitivity gaps.  Mismatching or "gapping" can be
profitable when the term structure of interest rates (the yield
curve) is positive, i.e. short term yields are lower than long
term yields, but gapping entails an element of risk, particularly
in volatile markets.  An institution is said to have a negative
gap when its liabilities reprice in a shorter time period than
its assets.  A positive gap exists when assets reprice more
quickly than liabilities.  A negative gap in a period when the
general level of interest rates is declining will produce a
larger net interest income spread than would be the case if all
assets and liabilities were perfectly matched.  Conversely, net
interest income will be adversely affected by a negative gap
position in a period when the general level of interest rates is
rising.  Gaps, therefore, must be prudently managed.

     The Corporation examines its interest rate sensitivity
position by categorizing the balance sheet into respective
repricing time periods similar to those shown on the accompanying
table.  Repricing of certain assets, such as installment loans,
mortgage loans and leases, is based upon contractual amortization
or repricing, although experience indicates that they reprice
more quickly due to early payoffs.  Mortgage-backed securities
are included in maturity/repricing categories based upon
historical prepayment speeds.  Based upon historical deposit rate
relationships, savings and interest bearing checking are
partially included in the non-rate sensitive category since rate
changes on these products are not completely sensitive to
fluctuations in the interest rate environment.

     Asset/liability management encompasses both interest rate
risk and liquidity management.  The resulting net cumulative gap
positions reflect the Corporation's sensitivity to interest rate
changes over time.  The calculation is a static indicator and is
not a net interest income predictor of a dynamic business in a
volatile environment.  As a static indicator, the gap methodology
does capture major trends.

<TABLE>
Rate Sensitivity Analysis
December 31, 1997
<CAPTION>
                                                    Maturing or repricing
                                                                               Non-Rate
                                                             Total             Sensitive
                                 31-90    91-180    181-365  1 year   1-5      & over   
                       1-30 days days     days      days     & under  years    5 years   Total
<S>                    <C>       <C>      <C>       <C>      <C>      <C>      <C>       <C>        
Interest earning                                                         
assets:
Loans and leases       $54,723   $10,320  $11,965   $21,025  $98,033  $ 60,971 $ 65,895  $224,899
Investment securities        0     2,555      754       474    3,783     7,565    4,607    15,955
Securities available    
for sale                13,051         0   11,686    25,302   50,039    35,519   35,598   121,156             
Total interest          
earning assets          67,774    12,875   24,405    46,801  151,855   104,055  106,100   362,010        
Interest bearing                                                         
liabilities:
Interest checking        1,504                                 1,504             31,959    33,463
Savings                 18,101                                18,101             61,728    79,829
Certificates-$100,000                                                         
and over                 3,053     2,913    4,093    4,526    14,585     1,996    1,135    17,716                                
Other time               8,925    17,797   14,202   20,546    61,470    29,960   11,483   102,913
Repurchase agreements      756                                   756                          756
Short term borrowings   14,635                                14,635                       14,635
Long term debt          10,000              2,000             12,000    17,635   40,000    69,635
Total interest          
bearing liabilities     56,974    20,710   20,295   25,072   123,051    49,591  146,305   318,947         
Rate sensitivity gap    10,800    -7,835    4,110   21,729    28,804    54,464  -40,205    43,063
Cumulative gap         $10,800   $ 2,965  $ 7,075  $28,804            $ 83,268 $ 43,063       
Cumulative gap as a                                                      
percentage of
interest earning        
assets                   2.98%      .82%    1.95%    7.96%              23.00%   11.90%                                         
                                                                         
     Interest bearing checking and savings deposits that have no
contractual maturity are scheduled in the table above according
to Management's best estimate of their repricing sensitivity to
changes in market rates.
     
Year 2000

     The Corporation initiated the process of preparing its
computer systems and applications for the Year 2000 during 1997.
This process involves modifying or replacing certain hardware and
software maintained by the Corporation as well as communicating
with external service providers to ensure that they are taking
the appropriate action to remedy their Year 2000 issues.
Management expects testing for Year 2000 functionality to be
complete by the end of 1998.  Purchased hardware and software
will be capitalized in accordance with normal policy.  Personnel
and other costs related to the project will be expensed as
incurred.  The Corporation does not expect to spend any
significant amounts with outside contractors relative to the
completion of this task.  Therefore, cost estimates do not
represent any material incremental costs, but rather will
represent the redeployment of existing technology resources. The
majority of information systems are vendor-supplied, and all
vendors have provided a certification or a delivery commitment
letter.  Management believes that modifications to existing
systems, conversions to new systems, and vendor delivery of
millennium-compliant systems will be resolved on a timely basis,
and any related costs will not have a material impact on the
operations, cash flows, or financial condition of future periods.

ITEM 8 - FINANCIAL STATEMENTS & SUPPLEMENTARY DATA

     The annual report of Belmont Bancorp. is hereby incorporated
by reference and appears as Exhibit B. Management's report on
their responsibility for financial reporting is included in the
Corporation's annual report.

ITEM 9 - DISAGREEMENT OF ACCOUNTING AND FINANCIAL DISCLOSURE

None.
                            PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information appearing in Belmont Bancorp.'s definitive proxy
statement dated March 20, 1998 (Exhibit C) is incorporated by
reference in response to this item.

EXECUTIVE OFFICERS OF THE REGISTRANT AS OF JANUARY 1, 1998:

Name                     Age      Position
J. Vincent Ciroli, Jr.    52      President and Chief Executive Officer,
                                  Belmont Bancorp. & Belmont National Bank

William Wallace           42      Vice President, Belmont Bancorp.;
                                  Executive Vice President & Chief
                                  Operating Officer, Belmont National Bank

Jane R. Marsh             36      Secretary, Belmont Bancorp.;
                                  Senior Vice President, Controller &
                                  Cashier, Belmont National Bank

     Each of the officers listed above has been an executive
officer of the Corporation or one of its subsidiaries during the
past five years.

ITEM 11 - EXECUTIVE COMPENSATION

     The information appearing in Belmont Bancorp.'s definitive
proxy statement dated March 20, 1998 (Exhibit C) is incorporated
by reference in response to this item.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

     The information appearing in Belmont Bancorp.'s definitive
proxy statement dated March 20, 1998 (Exhibit C) is incorporated
by reference in response to this item.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information appearing in Belmont Bancorp.'s definitive
proxy statement dated March 20, 1998 (Exhibit C) is incorporated
by reference in response to this item.
                                
                           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 March 16, 1998.

By  Terrence A. Lee, Chairman                    BELMONT BANCORP
    Terrence A. Lee, Chairman                    (Registrant)


John A. Belot                  s/John A. Belot             Director

Vincent Ciroli, Jr.            s/J. Vincent Ciroli, Jr.    Director, President
                                                           & CEO. Belmont Bancorp.,
                                                           Belmont National Bank
Samuel Mumley                  s/Samuel Mumley             Director
Mary L. Holloway Haning        s/Mary L. Holloway Haning   Director
Charles J. Kaiser, Jr.         s/Charles J. Kaiser, Jr.    Director
John H. Goodman, II                                        Director
Dana Lewis                     s/Dana Lewis                Director
Jane R. Marsh                  s/Jane R. Marsh             Secretary, Belmont
                                                           Bancorp. and
                                                           Sr. Vice President,
                                                           Controller
                                                           & Cashier, Belmont
                                                           National Bank
James Miller                                               Director
W. Quay Mull, II              s/W. Quay Mull, II           Director
Tom Olszowy                   s/Tom Olszowy                Director
Keith Sommer                  s/Keith Sommer               Director
William Wallace               s/William Wallace            Director &
                                                           Vice President,
                                                           Belmont Bancorp.;
                                                           Executive Vice
                                                           President & COO,
                                                           Bank
Charles A. Wilson, Jr.                                     Vice Chairman

Terrence A. Lee                                            Chairman of the Board
Terrence A. Lee
March 16, 1998



</TABLE>