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

                                    FORM 10-K

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


For the fiscal year ended                                   December 31, 1998
Commission file number                                      0-5893

                             American Bancorporation
             (Exact name of registrant as specified in its charter)
-------------------------------------------------------------------------------

                 Ohio                                         31-0724349
(State or other jurisdiction of 
 incorporation or organization              (I.R.S. Employer Identification No.)
-----------------------------------------------------------------------------
  1025 Main Street, Suite 800, Wheeling, WV                26003
   (Address of principal executive offices)            (Zip Code)
                                             
Registrants telephone number, including area code         (304) 233-5006

Securities registered pursuant to Section 12(b) of the Act:             None
                                                            
                Securities registered pursuant to Section 12(g)
                                   of the Act
                        Common Stock, without par value
                                (Title of Class)

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 filed such  reports), and (2) has been subject to the
filing requirements for the past 90 days.

                            Yes   x                    No

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

State the aggregate  market value of the voting stock held by  nonaffiliates  of
the Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock as of a specified date within 60 days prior to the date of filing.

                          $42,803,202 at February 26, 1999

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
       3,129,674 shares of Common stock, without par value, at March 31, 1999

                    Number of pages                    Exhibit Index
                    comprising this                    located at
                    report . .    68                   Page  . .      15 & 17
                                                




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                                        2
AMERICAN BANCORPORATION FORM 10-K Annual Report
December 31, 1998



DOCUMENTS INCORPORATED BY REFERENCE
    Certain of the items  listed in the table  below are  included in the Annual
Report to Stockholders  for the year ended December 31, 1998. With the exception
of the pages listed in the index and hereby incorporated by reference,  the 1998
Annual Report to Stockholders is not to be deemed filed as part of this report.

    The Registrant  will file a Definitive  Proxy  Statement with the Securities
and Exchange  Commission  pursuant to  Regulation  14A within 120 days after the
close of fiscal year 1998.  Information contained therein is hereby incorporated
by reference as indicated in the table below.

CROSS REFERENCE INDEX AND TABLE OF CONTENTS
                                                             Page Reference
                                               Form      Annual Report    Proxy
                                               10-K    to Shareholders Statement

Part I
Item  1     Business.........................3 - 12        IFC               -
Item  2     Properties...........................13          -               -
Item  3     Legal proceedings....................14          -               -
Item  4     Submission of matters to a
                   vote of security holders......N/A
Part II
Item  5     Market for Registrants common stock and
             related security holders matters...   -     IFC, IBC, 30  2 - 3, 11
Item  6     Selected financial data............... -               30          -
Item  7     Management's discussion and 
              analysis offinancial condition
              and results of operations.........   -          31 - 47          -
Item  7a.  Quantitative and qualitative disclosures
              about market risk....................-          44 - 45          -
Item  8     Financial statements and 
              supplementary data..................14           3 - 29          -
Item  9     Changes and disagreements with Accountants
              on accounting and financial disclosures       N/A
Part III
Item 10    Directors and executive officers
              of the Registrant...............      -               -      4 - 7
Item 11    Executive compensation...................-               -     8 - 10
Item 12    Security ownership of certain beneficial
              owners and management...............  -               -          3
Item 13    Certain relationships and 
              related transactions...............   -               -         12

Part IV
Item 14    Exhibits, financial statement schedules
                   and reports on Form 8K.....14 - 15               -          -






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                                        3
AMERICAN BANCORPORATION FORM 10-K Annual Report
December 31, 1998


Part I
Item 1.   Business


     General
    American  Bancorporation  (the  "Registrant"  of  the  "Company")  is a bank
holding  company,  headquartered  in Wheeling,  West Virginia  which through its
subsidiaries  provides  commercial and mortgage banking services to customers in
central and eastern Ohio and northern West  Virginia.  The  Company's  principal
subsidiary,  Wheeling National Bank ("WNB" or the "Bank"),  headquartered in St.
Clairsville,  Ohio,  is a  full-service  commercial  bank  operating  through 20
offices.  As of December 31, 1998, the Company had consolidated  total assets of
$611.4  million,  deposits of $431.2 million and  stockholders'  equity of $36.4
million.

    The  Company,  registered  under the Bank  Holding  Company Act of 1956,  as
amended, ("BHCA"), was incorporated under the laws of the State of Ohio in 1966.
WNB, a national  banking  association  organized  in 1978,  was  acquired by the
Company  in  1988.  In  1996,  the  Company  merged  its  other  former  banking
subsidiary,  Columbus  National Bank,  into Wheeling  National  Bank,  under the
charter of WNB.

    Through  WNB,  the  Company  provides  a full  range of  commercial  banking
services to retail  customers and small to  medium-sized  business in its market
area. In eastern Ohio and northern  West  Virginia the Company  focuses on local
customer  needs.  In the Columbus,  Ohio area, the company focuses its marketing
efforts on local  businesses,  whose needs are not being served  effectively  by
larger institutions.

    The banking  services the Company  offers its  customers  include  checking,
savings, time and money market accounts, personal, commercial,  construction and
real estate loans,  individual  retirement  accounts,  safe deposit boxes,  wire
transfers and debit cards, among other standard banking products and services.

    In addition to its banking  activities,  the Company originates and services
mortgage  loans  through  American  Mortgages,   Inc.  ("AMI"),  a  wholly-owned
subsidiary. AMI owns 51% of Premier Mortgage, Ltd., located in Columbus, Ohio, a
joint-venture  with H.E.R.,  Inc., a major  Columbus,  Ohio real estate  broker,
which originates residential mortgage loans.

    On April 27, 1998, American  Bancorporation Capital Trust I (the "Trust"), a
wholly  owned  subsidiary  of the  Company,  organized  as a Delaware  statutory
business  trust,  issued  1,265,000  shares of 8.5%  cumulative  trust preferred
shares at $10 per share.  The net proceeds after expenses was $11,886,000  which
is considered  Tier I capital.  Certain of these  proceeds have been and will be
invested in Wheeling National Bank. The trust has no independent  operations and
the issued securities contain a full and unconditional guarantee of the Company.

    The Company also operates three additional  subsidiaries  which provide data
processing  services,  real estate  leasing and transfer  agent services for the
company, the Bank and AMI.






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                                        4
AMERICAN BANCORPORATION FORM 10-K Annual Report
December 31, 1998


    Lending Activities
    The Company's lending activities are diversified  between  commercial,  real
estate and consumer type loans.  At December 31, 1998 the  Company's  total loan
portfolio amounted to $300.6 million or 49.2% of total  consolidated  assets. At
December 31, 1998 real estate mortgage loans totalled  $138.1 million,  or 45.9%
of the loan portfolio, commercial loans totalled $113.6 million, or 39.8% of the
loan portfolio,  and consumer installment loans totalled $48.9 million, or 16.3%
of the loan  portfolio.  Total loans  increased by $13.9 million or 4.8% between
December 31, 1997 and December 31, 1998, as  commercial  loans  increased  $20.3
million or 21.8% and real estate  mortgage loans decreased $6.1 million or 4.3%,
while consumer installment loans decreased $0.3 million or 0.5%.

    Commercial Loans. The Company makes commercial loans, primarily to small and
medium-sized businesses and to professionals,  which are not concentrated in any
single  industry but reflect a broad range of  businesses in central and eastern
Ohio and northern West Virginia. The Company offers a variety of commercial loan
products including term loans, lines of credit,  working capital loans, loans to
finance accounts receivable, inventory, equipment and real estate.

    Typically,  commercial loans are personally guaranteed by the borrower-owner
and are secured by accounts receivables, inventory and/or fixed assets including
real estate and equipment. The credit risk associated with commercial lending is
principally  influenced by general economic  conditions and the resulting impact
on the  borrower's  operations,  mitigated by collateral  values and generally a
higher risk than single family residential loans.

    Real Estate Loans. Real estate loans to consumers are secured primarily by a
first  lien deed of trust.  These  loans are  traditionally  one-to-four  family
residential mortgages,  have fixed interest rates, and generally amortize over a
20 to 30 year  period  with  balloon  payments  due at the end of  three to five
years.  Upon the expiration of each three to five year period,  the Company may,
but is not obligated  to, renew the loan at the then current  market rate for an
additional  three to five year  period.  These loans are limited  generally to a
loan to  value  ratio  of 80% or less  of the  property  value.  With  very  few
exceptions, the Company does not originate 30 year fixed rate real estate loans.

    The Company also originates home equity lines of credit which are secured by
a first or  second  mortgage  against  the  borrower's  residence.  The  maximum
loan-to-value  of the  Company's  home equity lines of credit,  inclusive of all
other secured loans against a borrower's property, is 100%. The risks associated
with real estate  lending are  principally  influenced by real  property  values
which are affected by the general economic conditions in each market area.

    Consumer Loans. Consumer loans made by the Company include automobile loans,
recreational  vehicle loans,  boat loans,  home improvement  loans, and personal
loans (collateralized and uncollateralized).  These loans are a smaller balance,
comparable  group of loans which are not concentrated in a specific market area.
Risks in this  lending  category  include the  possibility  of general  economic
downturn which may cause an increase in credit losses.





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5
AMERICAN BANCORPORATION FORM 10-K Annual Report
December 31, 1998


    Investment Activity
    The investment  policy of the Company  provides that the Company should seek
to  maximize  earnings  consistent  with  prudent  asset/liability   management,
liquidity and risk  considerations.  The Investment Committee is responsible for
managing the Company's investment portfolio.

     At December  31, 1998 the entire  investment  portfolio  is  classified  as
available for sale. The Company's investment portfolio is comprised primarily of
U. S. Treasury  securities and  obligations of U. S. Agencies.  The Company will
only acquire municipal securities "A" rated or better.

    Market Area
    The primary  market  area for the  Company is central  and eastern  Ohio and
northern West Virginia and consists of Franklin, Guernsey, Belmont, Harrison and
Jefferson  counties in Ohio;  Brooke,  Hancock,  Marshall and Wetzel counties in
West  Virginia.  The  economy in eastern  Ohio and  northern  West  Virginia  is
primarily dependent on the coal, steel and chemical industries.  A preponderance
of the Company's commercial loans are generated in the Columbus,  Ohio (Franklin
County)  metropolitan  area.  This  area has  experienced  significant  economic
development  and growth in recent  years.  Columbus  enjoys a stable  underlying
economy and low  unemployment due to the presence of the State  government,  the
Ohio State University, the headquarters of many Fortune 500 companies,  together
with the regional and national  headquarters  of a number of insurance and other
financial companies.

    Competition
    The Company  competes not only with other  locally owned  commercial  banks,
credit  unions and  savings  institutions,  but with larger  regional  financial
institutions in attracting  deposits and in originating loans. In competing with
regional and national institutions, the Company emphasizes its asset as a local,
neighborhood bank to its customers.

    The Company competes on the basis of rates of interest charged on loans, the
rates of interest paid on funds, the availability of services and responsiveness
to the needs of its customers. The Company pays interest on deposits and charges
interest  rates and fees on loans which are  competitive  in the  general  areas
served.

    Employees
    The Company,  its affiliate bank and non-banking  subsidiaries  employed 221
full-time equivalent employees at December 31, 1998. None of these employees are
represented by a collective  bargaining  agent, and the Company believes that it
enjoys good relations with its personnel.












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6
AMERICAN BANCORPORATION FORM 10-K Annual Report
December 31, 1998


Regulation of the Company

        The following references to laws and regulations which are applicable to
the Company and its banking  subsidiaries  are brief summaries  thereof which do
not purport to be complete and are  qualified in their  entirety by reference to
such laws and regulations.


        BHCA - General
        The Company,  as a bank holding  company,  is subject to regulation  and
supervision by the Federal Reserve Board. Under the BHCA, a bank holding company
is required to file  annually  with the  Federal  Reserve  Board a report of its
operations and, with its subsidiaries,  is subject to examination by the Federal
Reserve Board.

        BHCA - Activities and Other Limitations.
        The BHCA  generally  prohibits a bank  holding  company  from  acquiring
direct or indirect  ownership or control of more than 5% of the voting shares of
any bank, or  increasing  such  ownership or control of any bank,  without prior
approval of the Federal Reserve Board.  As a result of recent  amendments to the
BHCA the Federal  Reserve Board  generally may approve an  application by a bank
holding company that is adequately capitalized and adequately managed to acquire
control  of or to  acquire  all or  substantially  all of the  assets of, a bank
located  in a state  other  than the home  state of such bank  holding  company,
without regard to whether such  transaction  is prohibited  under the law of any
state,  provided,  however,  that the Federal  Reserve Board may not approve any
such application  that would have the effect of permitting an out-of-state  bank
holding company to acquire a bank in a host state that has not been in existence
for any  minimum  period of time,  not, to exceed  five years  specified  in the
statutory law of the host state.

        The BHCA also generally  prohibits a bank holding company,  with certain
exceptions, from acquiring more than 5% of the voting shares of any company that
is not a bank and from  engaging in any business  other than banking or managing
or controlling banks. Under the BHCA, the Federal Reserve Board is authorized to
approve the  ownership  of shares by a bank  holding  company in any company the
activities of which the Federal  Reserve  Board has  determined to be so closely
related  to  banking  or to  managing  or  controlling  banks  as to be a proper
incident thereto.  In making such  determinations,  the Federal Reserve Board is
required  to  weigh  the  expected  benefit  to  the  public,  such  as  greater
convenience,  increased competition or gains in efficiency, against the possible
adverse effects,  such as undue concentration of resources,  decreased or unfair
competition, conflicts of interest or unsound banking practices.

        Capital Requirements.
        For a  description  of the capital  adequacy  guidelines  adopted by the
Federal  Reserve  Board to  assess  the  adequacy  of  capital  of bank  holding
companies,  see "Management's Discussion and Analysis of Financial Condition and
Results  of  Operations  -Capital"  included  in Item 7 hereof and Note S to the
Consolidated Financial Statements in Item I hereof.



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7
AMERICAN BANCORPORATION FORM 10-K Annual Report
December 31, 1998


        Affiliated Institutions.
        Under Federal Reserve Board policy,  the Company is expected to act as a
source of financial  strength to each subsidiary bank and to commit resources to
support each  subsidiary  bank in  circumstances  when it might not do so absent
such policy.  The Federal  Reserve Board takes the position that in implementing
this policy it may require bank  holding  companies to provide such support when
the holding company otherwise would not consider itself able to do so.

        A bank holding  company is a legal entity separate and distinct from its
subsidiary bank.  Normally,  the major source of a holding  company's revenue is
dividends a holding  company  receives from its subsidiary  bank. The right of a
bank holding  company to  participate as a stockholder  in any  distribution  of
assets  of its  subsidiary  bank  upon  its  liquidation  or  reorganization  or
otherwise is subject to the prior claims of creditors of such  subsidiary  bank.
The  subsidiary  bank is  subject  to  claims by  creditors  for  long-term  and
short-term debt obligations, including substantial obligations for federal funds
purchased and securities sold under  repurchase  agreements,  as well as deposit
liabilities.  Under the Financial Institutions Reform,  Recovery and Enforcement
Act of 1989, in the event of a loss  suffered by the FDIC in  connection  with a
banking  subsidiary of a bank holding  company  (whether due to a default or the
provision of FDIC assistance), other banking subsidiaries of the holding company
could be assessed for such loss.

        Federal  laws limit the  transfer of funds by a  subsidiary  bank to its
holding  company in the form of loans or  extensions of credit,  investments  or
purchases  of  assets.  Transfers  of this kind are  limited  to 10% of a bank's
capital and surplus with respect to each  affiliate and to 20% in the aggregate,
and are also subject to certain collateral requirements.  These transactions, as
well as other  transactions  between a subsidiary bank and its holding  company,
also must be on terms  substantially  the same as, or at least as favorable  as,
those  prevailing at the time for comparable  transactions  with  non-affiliated
companies  or, in the  absence  of  comparable  transactions,  on terms or under
circumstances,  including credit  standards,  that would be offered to, or would
apply to, non-affiliated companies.

        Limitations of Acquisitions of Common Stock.
        The federal  Change in Bank  Control Act  prohibits a person or group of
persons from  acquiring  "control" of a bank holding  company unless the Federal
Reserve  Board has been  given 60 days  prior  written  notice of such  proposed
acquisition and within that time period the Federal Reserve Board has not issued
a notice disapproving the proposed acquisition or extending for up to another 30
days the period during which such a disapproval  may be issued.  An  acquisition
may be made prior to expiration of the disapproval period if the Federal Reserve
Board issues written notice of its intent not to disapprove the action.  Under a
rebuttable presumption established by the Federal Reserve Board, the acquisition
of more than 10% of a class of voting  stock of a bank  holding  company  with a
class of securities registered under Section 12 of the Exchange Act would, under
the  circumstances  set forth in the presumption,  constitute the acquisition of
control.




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AMERICAN BANCORPORATION FORM 10-K Annual Report
December 31, 1998


        In addition,  any "company"  would be required to obtain the approval of
the Federal Reserve Board under the BHCA before acquiring 25% (5% in the case of
an acquirer that is a bank holding  company) or more of the  outstanding  Common
Stock of, or such  lesser  number of shares  as  constitute  control  over,  the
Company.

Regulation of the Bank

        General
        The  Bank  is a  national  bank  subject  to  extensive  regulation  and
examination by the Office of the  Comptroller  of the Currency (the "OCC"),  The
Bank also is subject to regulation and  examination  by the FDIC,  which insures
the  deposits of the Bank to the maximum  extent  permitted  by law, and certain
requirements  established  by the Federal  Reserve  Board.  The federal laws and
regulations  which are  applicable to banks  regulate,  among other things,  the
scope of their business, their investments, their reserves against deposits, the
timing of the  availability  of deposited funds and the nature and amount of and
collateral for loans. The laws and regulations governing the Bank generally have
been  promulgated  to protect  depositors  and not for the purpose of protecting
stockholders.

        Capital Requirements.
        The Bank is subject to regulatory capital  requirements of the OCC which
are  substantially  comparable to the  regulatory  capital  requirements  of the
Federal Reserve Board applicable to bank holding  companies such as the Company.
At December 31, 1998,  the  regulatory  capital of the Bank exceeded  applicable
requirements,

        Prompt Corrective Action.
        Section 38 of the Federal  Deposit  Insurance Act ("FDIA")  provides the
federal banking  regulators with broad power to take "prompt  corrective action"
to resolve the  problems  of  undercapitalized  institutions.  The extent of the
regulators'  powers  depends on whether  the  institution  in  question is "well
capitalized,"   "adequately  capitalized,"   "undercapitalized,   "significantly
undercapitalized" or "critically undercapitalized." Under regulations adopted by
the federal banking  regulators,  an institution shall be deemed to be (i) "well
capitalized"  if it has total  risk-based  capital ratio of 10.0% or more, has a
Tier 1 risk-based  capital ratio of 6.0% or more, has a Tier 1 leverage  capital
ratio of 5.0% or more and is not subject to specified  requirements  to meet and
maintain a specific  capital  level for any capital  measure;  (ii)  "adequately
capitalized" if it has a total risk-based  capital ratio of 8.0% or more, a Tier
1 risk-based  capital ratio of 4.0% or more and a Tier I leverage  capital ratio
of 4.0% or more  (3.0%  under  certain  circumstances)  and  does  not  meet the
definition of "well  capitalized,"  (iii)  "undercapitalized"  if it has a total
risk- based  capital  ratio that is less than 8.0% a Tier 1  risk-based  capital
ratio  that is less than 4.0% or a Tier 1  leverage  capital  ratio that is less
than   4.0%   (3.0%   under   certain   circumstances),    (iv)   "significantly
undercapitalized"  if it has a total risk-based  capital ratio that is less than
6.0%,  a Tier 1  risk-based  capital  ratio that is less than 3.0%,  or a Tier 1
leverage   capital   ratio  that  is  less  than  3.0%,   and  (v)   "critically
undercapitalized"  if it has a ratio of tangible  equity to total assets that is
equal to or less than 2.0%. The regulations  also provide that a federal banking
regulator may, after notice and an opportunity for a hearing, reclassify a "well
capitalized"   institution  as  "adequately  capitalized"  and  may  require  an
"adequately capitalized" institution or an


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9
AMERICAN BANCORPORATION FORM 10-K Annual Report
December 31, 1998


"undercapitalized"  institution to comply with supervisory actions as if it were
in the next  lower  Category  if the  institution  is in an  unsafe  or  unsound
condition  or engaging  in an unsafe or unsound  practice.  The federal  banking
regulator  may  not,  however,  reclassify  a  "significantly  undercapitalized"
institution as "critically undercapitalized."

        An institution  generally must file a written capital  restoration  plan
which meets specified  requirements,  as well as a performance  guaranty by each
company that  controls the  institution,  with an  appropriate  federal  banking
regulator within 45 days of the date that the institution  receives notice or is
deemed   to  have   notice   that  it  is   "undercapitalized,"   "significantly
undercapitalized"  or "critically  undercapitalized."  Immediately upon becoming
undercapitalized,  an institution becomes subject to statutory provisions which,
among other things,  set forth various mandatory and discretionary  restrictions
on the operations of such an institution.

        At December 31, 1998, the Bank had capital levels which  qualified it as
a "well capitalized" institution.

        FDIC Insurance Premiums.
        The Bank is a  member  of the BIF  administered  by the  FDIC,  although
certain deposits of the Bank acquired in acquisitions are insured by the Savings
Association Insurance Fund ("SAIF) administered by the FDIC.

        As an  FDIC-insured  institution,  the Bank is  required  to pay deposit
insurance  premiums  to the FDIC.  Effective  January  1, 1997,  the  assessment
schedule for both BIF and SAIF ranges from 0 basis  points  (subject to a $2,000
annual minimum) to 27 basis points. In addition,  both BIF-insured  institutions
and   SAIF-insured   institutions   are   assessed   amounts   in  order  for  a
federally-chartered Finance Corporation to make payments on it bonds.

        Brokered Deposits.
        The FDIA  restricts the use of brokered  deposits by certain  depository
institutions. Under the FDIA and applicable regulations, (i) a "well capitalized
insured depository  institution" may solicit and accept,  renew or roll over any
brokered deposit without  restriction,  (ii) an "adequately  capitalized insured
depository  institution" may not accept, renew or roll over any brokered deposit
unless it has applied for and been granted a waiver of this  prohibition  by the
FDIC and (iii) an "undercapitalized  insured depository institution" may not (x)
accept,  renew or roll over any  brokered  deposit or (y)  solicit  deposits  by
offering  an  effective  yield  that  exceeds  by more than 75 basis  points the
prevailing  effective yields on insured deposits of comparable  maturity in such
institution's  normal  market area or in the market area in which such  deposits
are being solicited. The term "undercapitalized  insured depository institution"
is defined to mean any  insured  depository  institution  that fails to meet the
minimum regulatory  capital  requirement  prescribed by its appropriate  federal
banking agency. The FDIC may, on a case-by-case basis and upon application by an
adequately capitalized insured depository institution,  waive the restriction on
brokered  deposits upon a finding that the acceptance of brokered  deposits does
not constitute,  an unsafe or unsound practice with respect to such institution.
The Bank had no brokered deposits outstanding at December 31, 1998.





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10
AMERICAN BANCORPORATION FORM 10-K Annual Report
December 31, 1998


        Community Investment and Consumer Protection Laws.
        In  connection  with its  lending  activities,  the Bank is subject to a
variety of federal laws  designed to protect  borrowers  and promote  lending to
various  sectors of the economy  and  population.  Included  among these are the
federal Home Mortgage  Disclosure  Act, Real Estate  Settlement  Procedures Act,
Truth-in-Lending  Act, Equal Credit  Opportunity  Act, Fair Credit Reporting Act
and Community Reinvestment Act ("CRA").

        The CRA requires  insured  institutions to define the  communities  that
they  serve,  identify  the  credit  needs of those  communities  and  adopt and
implement a "Community  Reinvestment Act Statement" pursuant to which they offer
credit  products and take other  actions that respond to the credit needs of the
community.  The  responsible  federal  banking  regulator (the OCC) must conduct
regular CRA examinations of insured financial  institutions and assign to them a
CRA   rating  of   "outstanding,"   "satisfactory,"   "needs   improvement"   or
"unsatisfactory."

        Limitations on Dividends.
        The Company is a legal entity separate and distinct from its banking and
other  subsidiaries.  the  Company's  principal  source of revenue  consists  of
dividends from its subsidiaries, including the Bank. The payment of dividends by
the Bank is subject to various regulatory requirements.

        Miscellaneous.
        The Bank is subject to certain  restrictions  on loans to the Company or
its non-bank subsidiaries, on investments in the stock or securities thereof, on
the taking of such stock or securities as collateral  for loans to any borrower,
and on the  issuance of a guarantee or letter of credit on behalf of the Company
or its  non-bank  subsidiaries.  The  Company's  banking  subsidiaries  also are
subject to certain  restrictions on most types of transactions  with the Company
or its non-bank  subsidiaries,  requiring that the terms of such transactions be
substantially  equivalent to terms of similar  transactions with  non-affiliated
firms.

        Regulatory Enforcement Authority.
        The  enforcement  powers  available  to federal  banking  regulators  is
substantial and includes,  among other things, the ability to assess civil money
penalties,  to  issue  cease-and-  desist  or  removal  orders  and to  initiate
injunctive  actions against  banking  organizations  and  institution-affiliated
parties, as defined. In general,  these enforcement actions may be initiated for
violations  of laws and  regulations  and  unsafe or  unsound  practices.  Other
actions or inactions  may provide the basis for  enforcement  action,  including
misleading or untimely reports filed with regulatory authorities.






<PAGE>


                                                                              
AMERICAN BANCORPORATION FORM 10-K Annual Report
December 31, 1998



        Selected Statistical Information
                The  following  tables and  schedules,  referenced  in the index
presented  below,  set forth certain  consolidated  statistical  information  of
American Bancorporation, required of bank holding companies pursuant to Guide 3.
Selected  tables are set forth on pages 30  through  47 in the annual  report to
stockholders,  which pages are hereby  incorporated  by  reference  in this Form
10-K. The information contained in the tables should be read in conjunction with
the consolidated  financial statements of American  Bancorporation and the notes
thereto appearing elsewhere in this Form 10-K.


                                                                Page Reference

                                                      Form         Annual report
                                                       10K       to stockholders

I. Distribution of assets, liabilities and stockholders' equity,
interests rates and interest differential
a. Average balance sheet............................... -                    31
b. Average earning assets and interest bearing
liabilities, interest earned and paid, yield and rates. -                    31
c Interest variances....................................-                 33-34

II. Investment portfolio
a. Carrying value of investment securities by type......-                    41
b. Maturity and weighted average yield................. -                    41

III. Loans
a. Types of loans.......................................-                    38
b. Maturity and sensitivity to change in interest rates.-                    38
c. Non-performing loans................................ -                    38

IV. Summary of loans loss experience...................12                    40

V. Deposits
a. Average amount.......................................-                    41
b. Maturity of time certificates of deposits in
excess of $100,000......................................-                    41

VI. Return on equity and assets.........................-                    30










<PAGE>


12
AMERICAN BANCORPORATION FORM 10-K Annual Report
December 31, 1998


          The following  table  summarizes the balance of the allowance for loan
losses by the major loan  categories.  The table  supplements that on page 40 of
the Company's  Annual  Report to  Stockholders  for the year ended  December 31,
1998, incorporated by reference herein.

                                                     Allowance      Percent
                                                       amount   in each category
                                                  (000's omitted) to total loans
December 31, 1998
Commercial, financial and agricultural ............   $1,627          37.8%
Real estate - construction ........................       --           0.4
Real estate - mortgage ............................      409          45.5
Installment .......................................      494          16.3
Leases ............................................       --           0.0
Unallocated .......................................      512           N/A
                                                       ------         -----
                                                      $3,042         100.0%

December 31, 1997
Commercial, financial and agricultural .............. $1,550          32.2%
Real estate - construction ..........................     --           0.3
Real estate - mortgage .............................     762          45.8
Installment ........................................     641          21.7
Leases ..............................................     --           0.0
Unallocated .........................................    331           N/A
                                                       ------         -----
                                                      $3,284         100.0%

December 31, 1996
Commercial, financial and agricultural ............   $  871          30.5%
Real estate - construction ..........................     --           0.7
Real estate - mortgage ..........................        515          50.3
Installment .................................            434          18.5
Leases ................................................   --           0.0
Unallocated .........................................  1,744           N/A
                                                       ------         -----
                                                      $3,564         100.0%

December 31, 1995
Commercial, financial and agricultural .............  $  984          25.2%
Real estate - construction ..........................     --           0.7
Real estate - mortgage ............................      358          51.4
Installment .........................................    513          22.7
Leases ..............................................     --           0.0
Unallocated ........................................   1,999           N/A
                                                       ------          -----
                                                      $3,854         100.0%

December 31, 1994
Commercial, financial and agricultural .............  $1,165          22.6%
Real estate - construction ..........................     --           0.5
Real estate - mortgage ............................      407          52.3
Installment .......................................      913          24.6
Leases ..............................................     --           0.0
Unallocated ........................................   1,252           N/A
                                                       ------         -----
                                                      $3,737         100.0%





<PAGE>


13
AMERICAN BANCORPORATION FORM 10-K Annual Report
December 31, 1998


        ITEM 2. PROPERTIES
        The Company and its non-banking  subsidiaries  conduct business from the
Company's  administrative  headquarters in Wheeling,  West Virginia and the Bank
conducts business from its various office locations.

        The net book value of the  Company's  office  facilities,  furniture and
equipment,  including  leasehold  improvements  and  property  held  for  future
expansion (less accumulated  depreciation and amortization) at December 31, 1998
was $9.3 million.  The Company does not believe that the  termination  of any of
its leases would have a material effect on its operations.

        Listed below are the  locations of the Company's  executive  offices and
the branch  offices of the Bank that were  operating as of December 31, 1998, as
well as any proposed  branch  office  locations.  All buildings are owned by the
Company unless  otherwise  indicated.  Except as noted, the Company believes its
property is suitable and adequate for its current and proposed needs.

                                                                    Approximate
Office                                                Year Opened     Sq. Feet
AMERICAN BANCORPORATION
Mull Center, Wheeling, West Virginia
Executive and non-bank subsidiary offices................. 1987        4,000 (1)
WHEELING NATIONAL BANK:
Ohio
Cambridge................................................... 1974      5,840
Cambridge - Drive-in........................................ 1989     14,000
Gahanna..................................................... 1990      3,200 (1)
Gahanna - StoneRidge Plaza................................   1996      1,600 (1)
Reynoldsburg................................................ 1990      6,000
Flushing.................................................... 1953      5,400 (1)
St. Clairsville............................................. 1991      8,000
St. Clairsville - Ohio Valley Mall.........................  1994      3,088 (2)
Shadyside................................................... 1980      4,200
Freeport.................................................... 1988      1,500
Barnesville................................................. 1994      2,000
Columbus.................................................... 1993      1,350 (1)
Columbus (Administrative offices)........................... 1994      2,419 (1)
Steubenville................................................ 1994      1,400 (2)
West Virginia
Wheeling...................................................  1969     29,515
Wheeling - Drive-in......................................... 1991     18,583
New Martinsville............................................ 1978      2,800
Pine Grove.................................................. 1983      1,125
Wheeling Island............................................. 1984      1,280
Elm Grove................................................... 1986      2,420 (1)
Weirton..................................................... 1986     15,214
Weirton - Drive-in.......................................... 1989      4,800
Weirton Heights............................................. 1990      1,500 (1)
AMERICAN MORTGAGES, INC.
Elm Grove................................................... 1994      4,700 (1)
PREMIER MORTGAGE, LTD.
Worthington, Ohio........................................... 1996      2,250 (1)

(1) Leased.
(2) Ground leased.




<PAGE>



AMERICAN BANCORPORATION FORM 10-K Annual Report
December 31, 1998


        ITEM 3. LEGAL PROCEEDINGS
           The  Registrant  and its  affiliates are not involved in any material
pending  legal  proceedings  outside the normal  conduct of business  (including
proceedings arising from environmental quality statutes) to which the Registrant
is a party,  or of which its  property is the subject,  nor are any  proceedings
known to be contemplated.



                                     PART IV

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

A. The following documents are filed as part of this report:

1. Financial Statements
                                                                 Page reference
                                                                  Annual Report
                                                                 to Stockholders
Independent Auditors' Report
For the years ended December 31, 1998, 1997 and 1996......................... 29
Consolidated financial statements
Consolidated balance sheet at December 31, 1998 and 1997...................... 3
Consolidated statement of income for the years ended
December 31, 1998, 1997 and 1996.................................. ........... 4
Consolidated statement of changes in stockholders' equity
for the years ended December 31, 1998, 1997 and 1996.......................... 5
Consolidated statement of cash flows for the years ended
December 31, 1998, 1997 and 1996.............................................. 6
Notes to consolidated financial statements including condensed
financial information of Registrant...................................... 7 - 28

2.  Financial Statement Schedules

           All schedules have been omitted since the required information is not
present in amounts  sufficient to require  submission or because the information
required is included in the financial statements, including the notes thereto.




<PAGE>



AMERICAN BANCORPORATION FORM 10-K Annual Report
December 31, 1998

        3.  Exhibits                                               Page No. in
                                                                    Form 10-K
        Number
        3.1      Fifth Amended Articles of Incorporation (a)
        3.2      Amended Code of Regulations (a)
        3.3      1987 Amendment to Fifth Amended Articles of Incorporation (a)
        3.4      1987 Amendment to Amended Code of Regulations (a)
        3.5      1988 Amendment to Amended Code of Regulations (a)
        3.6      1990 Amendment to Amended Code of Regulations (a)
        4.1      Specimen Common Share Certificate as of 12/15/88 (a)
        10.1     American Bancorporation Senior Management
                         Incentive Compensation Plan (a)
        10.2     Agreement to Merge between Wheeling National Bank and
                         Columbus National Bank (a)
        10.3     Office Purchase and Assumption Agreement by and between
                       Columbus National Bank and Bank One, Steubenville, NA (a)
        10.4     Trust Preferred Securities Offering of American Bancorporation
                          Capital Trust I ("ABCT") (b)
        10.5     Amended and Restated Trust Agreement of ABCT (b)
        10.6     ABCT Preferred Securities Guarantee Agreement (b)
        10.7     ABCT Trust Indenture (b)
        10.8     American Bancorporation Agreement as to ABCT Expenses (b)
        10.9     ABCT Preferred Securities Certificate (b)
        13.1    1998 Annual Report to Security Holders                    18-68
        22.1     Subsidiaries:
                 The  following  is a  list  of  all  subsidiaries  of  American
                 Bancorporation,    the   jurisdiction   of   incorporation   or
                 organization,  and the  percentage  of shares owned by American
                 Bancorporation for each such subsidiary.
                                                       Jurisdiction   Percentage
                            Name
                      Wheeling National Bank...........     U.S.            100%
                      American Bancservices, Inc.......     Ohio            100%
                      American Mortgages, Inc..........     Ohio            100%
                      American Bancleasing, Inc........     Ohio            100%
                      American Bancdata Corporation....     Ohio            100%
                      American Bancorporation 
                            Capital Trust I..........   Delaware            100%
                      Premier Mortgage, Ltd......           Ohio           51% *
          *Through the Company's ownership in American Mortgages, Inc.

    The following footnote references are to documents incorporated by reference
herein:

    (a)      Incorporated  by reference  to the same Exhibit  number in the Form
             10-K for the year ended December 31, 1997.
    (b)      Incorporated by reference to Form S-2 Registration Nos.:  333-49659
             and  333-49659-01  effective April 21, 1998.  Exhibit  reference is
             contained on Page II-2.


    B.  Reports on Form 8-K:
    Date                       Item Number         Description
    None


<PAGE>



AMERICAN BANCORPORATION FORM 10-K Annual Report
December 31, 1998


                                                        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 hereunto duly authorized on March 31, 1999.


                                                         AMERICAN BANCORPORATION

                                                          /s/ Jeremy C. McCamic
                                                           Jeremy C. McCamic
                                            Chairman and Chief Executive Officer

        Pursuant to the requirements of the Securities  Exchange Act of 1934, as
amended,  this report has been signed by the following  persons on behalf of the
Registrant and in the capacities indicated as of March 31, 1999.


    /s/ Jack O. Carnter                                  /s/ Jeremy C. McCamic
    Jack O. Cartner                                          Jeremy C. McCamic
    Director                                             Director, Chairman and
                                                        Chief Executive Officer


    /s/ Paul W. Donahie                                  /s/ Jolyon W. McCamic
    Paul W. Donahie                                          Jolyon W. McCamic
    Director and President                            Director and Vice Chairman



    /s/ Abigail M. Feinknopf                             /s/ John J. Malik, Jr.
    Abigail M. Feinknopf                                     John J. Malik, Jr.
    Director                                                 Director



    /s/ Jay T. McCamic                                   /s/ Brent E. Richmond
    Jay T. McCamic                                           Brent E. Richmond
    Director                                        Executive Vice President and
                                                         Chief Operating Officer


    /s/ Jeffrey W. McCamic                                /s/ Jeffrey A. Baran
    Jeffrey W. McCamic                                        Jeffrey A. Baran
    Director                                             Chief Financial Officer



<PAGE>


17
AMERICAN BANCORPORATION FORM 10-K Annual Report
December 31, 1998


                                                       EXHIBIT INDEX
    Number   Description                                            SEC Page  #
             -------------------------------------------------    ------------
     3.1  Fifth Amended Articles of Incorporation........................    (a)
     3.2  Amended Code of Regulations........................................(a)
     3.3  1987 Amendment to Fifth Amended Articles of Incorporation..........(a)
     3.4  1987 Amendment to Amended Code of Regulations .....................(a)
     3.5  1988 Amendment to Amended Code of Regulations......................(a)
     3.6  1990 Amendment to Amended Code of Regulations......................(a)
     4.1  Specimen Common Share Certificate as of December 15, 1988..........(a)
    10.1  American Bancorporation Senior Management Incentive
           Compensation Plan.................................................(a)
    10.2  Agreement to Merge between Wheeling National Bank and
           Columbus National Bank............................................(a)
    10.3  Office Purchase and Assumption Agreement by and between
           Columbus National Bank and Bank One, Steubenville, NA.............(a)
    10.4  Trust Preferred Securities Offering of American Bancorporation
           Capital Trust I ("ABCT")..........................................(b)
    10.5  Amended and Restated Trust Agreement of ABCT.......................(b)
    10.6  ABCT Preferred Securities Guarantee Agreement.......... ...........(b)
    10.7  ABCT Trust Indenture...............................................(b)
    10.8  American Bancorporation Agreement as to ABCT Expenses..............(b)
    10.9  ABCT Preferred Securities Certificate..............................(b)
    13.1  1998 Annual Report to Security Holders.......................(18 - 68)
    22.1  Subsidiaries:
          The following is a list of all subsidiaries of American
          Bancorporation, the jurisdiction of incorporation or
          organization, and the percentage of shares owned by
          American Bancorporation for each such subsidiary.
                                                     Jurisdiction Percentage 
              Name
              Wheeling National Bank.....................U.S.         100%
              American Bancservices, Inc...............  Ohio         100%
              American Mortgages, Inc..................  Ohio         100%
              American Bancleasing, Inc................  Ohio         100%
              American Bancdata Corporation............  Ohio         100%
              American Bancorporation Capital Trust I...Delaware      100%
              Premier Mortgage, Ltd..................    Ohio          51% *
          *Through the Company's ownership in American Mortgages, Inc.

    The following footnote references are to documents incorporated by reference
herein:

    (a)         Incorporated by reference to the same Exhibit number in the Form
                10-K for the year ended December 31, 1997.
    (b)         Incorporated  by  reference  to  Form  S-2  Registration   Nos.:
                333-49659 and 333- 49659-01  effective  April 21, 1998.  Exhibit
                reference is contained on Page II-2.