EXHIBIT 13
<PAGE>




                           SISTERSVILLE BANCORP, INC.






                         PORTIONS OF 1998 ANNUAL REPORT

                                
          [Pages correspond to printed version of 1998 Annual Report]








<PAGE>

                           SISTERSVILLE BANCORP, INC.

Corporate Profile

Sistersville  Bancorp,  Inc. (the "Company") is a Delaware corporation organized
in March,  1997, at the direction of First Federal Savings and Loan  Association
of Sistersville (the "Association") to acquire all of the capital stock that the
Association  issued in its conversion from the mutual to stock form of ownership
(the  "Conversion").  On June 25, 1997,  the  Conversion  was  completed and the
Association became a wholly owned subsidiary of the Company and changed its name
to First Federal Savings Bank (the "Bank"). The Company is a unitary savings and
loan holding company which, under existing laws,  generally is not restricted in
the types of business  activities in which it may engage  provided that the Bank
retains a specified  amount of its assets in  housing-related  investments.  The
Company  conducts no  significant  business or  operations of its own other than
holding all of the  outstanding  stock of the Bank and  investing  the Company's
portion of the net proceeds obtained in the Conversion.

The  Bank  is  a  federally   chartered  stock  savings  bank  headquartered  in
Sistersville,   West  Virginia.   The  Bank  is  subject  to   examination   and
comprehensive  regulation  by the Office of Thrift  Supervision  ("OTS") and its
deposits  are  federally  insured  by the  Savings  Association  Insurance  Fund
("SAIF").  The  Bank is a  member  of and  owns  capital  stock  in the  FHLB of
Pittsburgh,  which is one of the 12 regional  banks in the FHLB  system.  Unless
otherwise  stated,  the term  "Bank"  refers to both the  Bank's  and  Company's
activities on a consolidated basis.

The Bank  operates a  traditional  savings  bank  business,  attracting  deposit
accounts from the general public and using those  deposits,  together with other
funds,  primarily  to  originate  and invest in loans  secured by  single-family
residential real estate.

Stock Market Information

The  Company's  common  stock has been traded  under the symbol  "SVBC" since it
commenced  trading in June, 1997.  Price  information with respect to the common
shares of SVBC is quoted on the OTC Bulletin  Board.  The  following  table sets
forth the high and low bid prices for the common shares of SVBC for each quarter
of fiscal  1998  ending  after  June 25,  1997,  the date of  completion  of the
Conversion. Price quotations reflect inter-dealer prices without retail mark-up,
mark-down, or commission, and may not represent actual transactions.

                 Date                               High              Low
                 ----                               ----              ---
 
         June 25, 1997 - June 30, 1997            $14.00            $13.13

         July 1, 1997 - September 30, 1997         16.00             13.25

         October 1, 1997 - December 31, 1997       16.00             14.75

         January 1, 1998 - March 31, 1998          16.50             15.50
                                              
SVBC declared a semi-annual  dividend of $.16 in December,  1997.  The number of
shareholders  of record of common  stock as of the record date of May 29,  1998,
was  approximately  200. This does not reflect the number of persons or entitles
who held stock in nominee or "street" name through various  brokerage  firms. At
May 29, 1998, there were 628,357 shares  outstanding.  The Company's  ability to
pay  dividends to  stockholders  is primarily  dependent  upon the  dividends it
receives  from the Bank.  The Bank may not declare or pay a cash dividend on any
of its stock if the effect thereof would cause the Bank's regulatory  capital to
be reduced below (1) the amount required for the liquidation account established
in connection with the Conversion,  or (2) the regulatory  capital  requirements
imposed by the OTS.

                                      -2-
<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


GENERAL

The Company was recently formed,  therefore, its results from operations consist
primarily of interest income from the investing of funds from proceeds generated
by the sale of common  stock and  expense  incurred  in the  maintaining  of the
investment  portfolio.  The Bank's results of operations are primarily dependent
on its net interest income,  which is the difference between the interest income
earned on its assets, primarily loans and investments,  and the interest expense
on its  liabilities,  primarily  deposits.  Net interest  income may be affected
significantly  by general  economic and  competitive  conditions and policies of
regulatory  agencies,  particularly those with respect to market interest rates.
The  results of  operations  are also  influenced  by the level of  non-interest
expense, such as employee benefits and other income, loan-related fees, and fees
on deposit-related services.

The Bank primarily originates  fixed-rate loans with terms of up to 30 years and
attempts  to  maintain  sufficient  capital  and other  liquid  assets to manage
interest rate risk.


ASSET/LIABILITY MANAGEMENT

The Bank's net interest income is sensitive to changes in interest rates, as the
rates paid on  interest-bearing  liabilities  generally  change  faster than the
rates earned on  interest-earning  assets. As a result, net interest income will
frequently  decline in periods of rising  interest rates and increase in periods
of decreasing interest rates.

To mitigate the impact of changing  interest  rates on its net interest  income,
the Bank manages its interest  rate  sensitivity  and  asset/liability  products
through  two  committees  of the  Board,  the Loan  Committee  and the  Interest
Committee. The committees meet, as necessary, to determine the rates of interest
for loans and deposits. Rates on deposits are primarily based on the Bank's need
for funds and on a review of rates offered by other  financial  institutions  in
the Bank's market  areas.  Interest  rates on loans are  primarily  based on the
interest  rates offered by other  financial  institutions  in the Bank's primary
market areas as well as the Bank's cost of funds.

The  committees  manage the interest  rate  sensitivity  of the Bank through the
determination  and  adjustment  of   asset/liability   composition  and  pricing
strategies.  The  committees  then monitor the impact of interest  rate risk and
earnings  consequences  of such  strategies  for  consistency  with  the  Bank's
liquidity needs, growth, and capital adequacy.  The Bank's principal strategy is
to manage interest rate  sensitivity of its interest earning assets and interest
bearing liabilities by maintaining sufficient capital and other liquid assets in
the event of an increase in interest rate risk, typically because of an increase
in market interest rates.



                                      -5-
<PAGE>



NET PORTFOLIO VALUE

The Bank  computes  amounts  by which  the net  present  value of cash flow from
assets,  liabilities  and off balance sheet items ("the net portfolio  value" or
"NPV")  would  change  in the  event of a range of  assumed  changes  in  market
interest rates.  These  computations  estimate the effect on the Bank's NPV from
instantaneous  and  permanent 1% to 4% (100 to 400 basis  points)  increases and
decreases in market interest rates.  Based upon OTS  assumptions,  the following
table presents the Bank's NPV at March 31, 1998.


                                           Percentage Change in       
                                            Net Portfolio Value
                                          -------------------------
              Change                                       Board
             in Market                    Projected        Policy
         Interest Rates                   Change(1)       Limit (2)
         --------------                   ---------       ---------
       
               +400 bp                      (27)%            (45)%
               +300 bp                      (20)             (35)
               +200 bp                      (13)             (25)
               +100 bp                       (6)             (15)
                  0 bp
               -100 bp                        3              (15)
               -200 bp                        4              (25)
               -300 bp                        6              (35)
               -400 bp                        9              (45)
       

-----------------------
(1)  Calculated  as the  amount of change in the  estimated  NPV  divided by the
     estimated NPV assuming no change in interest rate.
(2)  Limits are established by the Board of Directors of the Association.


Certain  assumptions  utilized by the OTS in assessing the interest rate risk of
savings  institutions  were  employed in  preparing  the previous  table.  These
assumptions  relate to interest  rates,  loan  prepayment  rates,  deposit decay
rates,  and the market values of certain assets under the various  interest rate
scenarios.  It was also  assumed  that  delinquency  rates  will not change as a
result of changes in interest rates although there can be no assurance that this
will be the case. Even if interest rates change in the designated amounts, there
can be no assurance that the Bank's assets and liabilities  would perform as set
forth above.

                                      -6-
<PAGE>
AVERAGE BALANCE SHEET

The  following  table sets forth certain  information  relating to the Company's
average  balance sheet and reflects the average yield on assets and average cost
of libilities for the periods  indicated and the average yields earned and rates
paid.  Such yields and costs are  derived by dividing  income and expense by the
average  balance  of  assets  and  liabilities,  respectively,  for the  periods
presented. Average balances are derived from month-end balances. Management does
not believe that the use of month-end balances instead of daily average balances
has caused any material differences in the information presented

<TABLE>
<CAPTION>

                                                                     Year Ended March 31,                           March 31,
                                                   ----------------------------------------------------------- ---------------------
                                                              1998                            1997                    1998
                                                   -----------------------------  ---------------------------- ---------------------
                                                                        Average                       Average              Average
                                                   Average              Yield/     Average             Yield/              Yield/
                                                   Balance   Interest    Cost      Balance  Interest    Cost   Balance      Cost
                                                   -------   --------    ----      -------  --------    ----   -------      ----
                                                                                        (Dollars in Thousands)
Interest-earning assets:
<S>                                                <C>         <C>      <C>       <C>       <C>       <C>      <C>         <C>     
  Loans receivable (1)                             $22,873     $1,930     8.44%   $21,061   $1,805      8.57%  $23,647        8.12%
  Investment securities (2)                          7,244        397     5.48%     4,174      210      5.03%    6,856        4.94%
  Mortgage - backed securities                         337         24     7.12%       353       26      7.37%      527        6.93%
                                                   -------     ------    -----    -------   ------    ------   -------      ------
Total interest - earning assets                     30,454      2,351     7.72%    25,588    2,041      7.98%   31,030        7.40%
                                                               ------    -----              ------    ------   -------      ------
Non-interest - earning assets                          709                            666                          705
                                                   -------                        -------                     -------- 
Total assets                                       $31,163                        $26,254                       31,735
                                                   =======                        =======                     ======== 
Interest - bearing liabilities:
  Regular  Savings deposits                          8,521        358     4.20%     8,455      338      4.00%    8,195        3.50%
  Now Accounts                                       1,325         37     2.79%     1,062       33      3.11%    1,338        2.50%
  Money Market Demand                                1,351         51     3.77%     1,626       61      3.75%    1,189        3.25%
  Time Deposits                                     10,033        540     5.38%    10,080      548      5.44%    9,874        5.50%
                                                   -------    -------    -----    -------    -----    ------   -------      ------
      Subtotal Deposits                             21,230        986     4.64%    21,223      980      4.62%   20,596        4.38%
  Short -term borrowings                                 0          0       -           0        0       -           0
                                                   -------    -------    -----    -------    -----    ------   -------    
Total interest - bearing liabilities                21,230        986     4.64%    21,223      980      4.62%   20,596
                                                              -------    -----              ------    ------
Noninterest - bearing liabilities                      491                            379                          558
                                                   -------                        -------                     -------- 
Total Liabilities                                   21,721                         21,602                       21,154

Retained Earnings (3)                                9,442                          4,652                       10,581
                                                   -------                        -------                     -------- 
Total liabilities and
   retained earnings                               $31,163                        $26,254                      $31,735
                                                   =======                        =======                     ======== 
Net interest income                                            $1,365                       $1,061
                                                               ======                       ====== 
Interest rate spread(4)                                                   3.08%                         3.36%                 3.02%
                                                                        ======                        ======                ======
Net yield on interest - earning
  assets(5)                                                               4.48%                         4.15%                 4.49%
                                                                        ======                        ======                ======
Ratio of average interest - earning
  assets to average interest - 
  bearing liabilities                                                   143.45%                       120.57%               150.67%
                                                                        ======                        ======                ======
</TABLE>

_-----------------------------------
(1)  Average balances include non-accrual loans.
(2)  Includes interest - bearing deposits in other financial institutions,  FHLB
     stock and FHLMC stock
(3)  Includes  unrealized  gain  on  securities   available  for  sale,  net  of
     applicable deferred income taxes.
(4)  Interest rate spread represents the difference between the average yield on
     interest-earning   assets  and  the   average   cost  of   interest-bearing
     liabilities.
(5)  Net yield on interest - earning assets  represents net interest income as a
     percentage of average interest - earning assets.



                                      -7-
<PAGE>

Rate/Volume Analysis

The table  below sets forth  certain  information  regarding changes in interest
income and interest expense of the Company for the periods  indicated.  For each
category   of   interest-earning   assets  and   interest-bearing   liabilities,
information  is  provided  on  changes  attributable  to (i)  changes  in volume
(changes  in  average  volume  multiplied  by old rate);  (ii)  changes in rates
(changes in rate multiplied by old average volume); (iii) changes in rate-volume
(changes in rate multiplied by the change in average volume).



                                                   Year Ended March 31,
                                                      1998 vs. 1997
                                            -------------------------------
                                                                Rate/ 
                                             Volume   Rate     Volume     Rate
                                             ------   ----     ------     ----
                                                             
Interest-earning assets:                                     
  Loans recievable                           $155     $(27)     ($3)      $125
  Investment securities                       154       19       14        187
  Mortgage - backed securities                 (1)      (1)       0         (2)
                                             ----     ----       --       ----
Total interest - earning assets               308       (9)      11        310
                                             ----     ----       --       ----
Interest-bearing liabilities:                                
  Savings deposits                              0        4        2          6
  Short-term borrowings                         0        0        0          0
                                             ----     ----       --       ----
Total interest - bearing liabilities            0        4        2          6
                                             ----     ----       --       ----
                                                             
Net change in net interest income            $308     ($13)      $9       $304
                                             ====     ====       ==       ====
                                                         
                                      -8-
<PAGE>



Comparison of Financial Condition

In connection  with the Conversion on June 25, 1997,  the Company  completed the
sale of  661,428  shares  (the  "Offering")  at $10 per share and  received  net
proceeds of  approximately  $5,665,000.  The Company  transferred  approximately
$3,097,000  of the net  proceeds  to the  Bank  for the  purchase  of all of the
capital  stock of the Bank.  In  addition,  $529,140  was  loaned to the  Bank's
Employee  Stock  Ownership  Plan  ("ESOP")  for the  purchase  of  shares in the
Offering.

The Company's total assets increased by approximately  $4,918,000 to $31,735,000
at March 31, 1998,  from  $26,817,000  at March 31, 1997. The increase in assets
was directly  attributable  to the  Offering.  Investment  securities  increased
$3,266,000  from  $2,648,000 at March 31, 1997, to $5,914,000 at March 31, 1998.
This increase  consists  predominantly of U.S.  Government and Agency securities
and includes a portion of the inflow of cash  associated  with  subscription  of
orders  received for the purchase of Common Stock in the Offering.  The increase
in investments was primarily in the  available-for-sale  classification,  as all
investment   purchases,   with  the  exception  of  mortgage-backed   securities
purchased, made during this period were classified as available-for-sale.  These
securities have staggering maturities ranging from one to seven years. Net loans
receivable   increased  $1,922,000  from  $21,725,000  at  March  31,  1997,  to
$23,647,000  at March 31,  1998.  The increase in loans was  attributable  to an
increase in  one-to-four  family  residential  mortgage  loans.  Such  increases
primarily  reflect  the  economic  health  of the  Bank's  market  area  and the
competitive pricing of the Bank's loan product.  The funding for loan growth was
provided by funds received from the Offering.

Deposits  decreased  by  $1,104,000  to  $20,596,000  at March  31,  1998,  from
$21,700,000  at  March  31,  1997.  This  decrease  primarily  represents  funds
withdrawn by depositors which were used to purchase stock in the Offering and by
the  competitive  nature  of  alternative   investment   products  available  to
depositors.

Stockholders'  equity  increased  $5,778,000 to  $10,581,000  at March 31, 1998,
compared to $4,803,000 at March 31, 1997. As discussed previously,  the increase
was  primarily  attributed  to the  Offering  and the  result  of net  income of
$374,000  and  recognition  of  shares  in the  Employee  Stock  Ownership  Plan
amounting to $73,000.  The Company also repurchased 5% of its outstanding shares
on  March  9,  1998,   representing   33,071  shares  at  a  cost  of  $529,000.
Stockholders'  equity also  increased  by $293,000 as a result of an increase in
net unrealized  gains on securities  classified as  available-for-sale.  Through
March 31,  1998,  the Company  initiated  the payment of  dividends  of $.16 per
share, while maintaining capital ratios well in excess of regulatory guidelines.
Future  dividend  policies will be determined by the Board of Directors in light
of, among other  factors,  the earnings and financial  condition of the Company,
including applicable governmental regulations and policies.

A great deal of  information  has been  disseminated  about the global  computer
crash  that may occur in the year 2000.  Many  computer  programs  that can only
distinguish  the final  two  digits of the year  entered  (a common  programming
practice in earlier years) are expected to read entries for the year 2000 as the
year 1900 and compute payment,  interest and delinquency based on the wrong date
or are expected to be unable to compute payment, interest or delinquency.  Rapid
and accurate data  processing  is essential to the  operation of the Bank.  Data
processing is also essential to most other financial institutions and many other
companies.  All of the  material  data  processing  of the  Bank  that  could be
affected  by this  problem is  provided by a third  party  service  bureau.  The
service  bureau and other  vendors of the Bank have  advised  the Bank that they
expect to resolve this potential problem before the year 2000.  However,  if the
service  bureau is unable to resolve this  potential  problem in time,  the Bank
would  likely  experience  significant  data  processing  delays,   mistakes  or
failures.  These delays,  mistakes or failures could have a significant  adverse
impact on the financial  condition  and results of  operations of the Bank.  The
Company will  continue to monitor the  progress of the service  bureau and other
vendors and will aggressively address problems as they arise.

                                      -9-
<PAGE>



Comparison of the Results of  Operations  for the Years Ended March 31, 1998 and
1997

Net  Income.  As a result of the  influx of funds  related to the  Offering,  an
increase in loan  demand,  and the absence of the  one-time  special  assessment
charge in federal insurance  premiums in the current period,  net income for the
year ended March 31, 1998,  increased $226,000,  or 153.4%, to $374,000 from net
income of $148,000 for the same period ended 1997.

Interest and Dividend Income.  Interest and dividend income increased  $309,000,
or  15.2%,  to  $2,350,000  for the year  ended  March  31,  1998,  compared  to
$2,041,000  for the year ended March 31, 1997.  The increase in interest  income
resulted  from an increase in earnings  on loans of  $125,000,  or 6.9%,  and an
increase in earnings on investments,  including  interest-bearing  deposits,  of
$185,000,  or 78.3%.  These  increases  were due to an  increase  in the average
balance of loans of $1.8  million and  investments,  including  interest-bearing
deposits, of $ 3.1 million for the year ended March 31, 1998, compared with same
period ending in 1997. The increase in interest  income on investments and loans
was directly  attributable to proceeds received in the Offering. In addition the
average yield on  investments  increased from 5.03% for the 1997 period to 5.48%
for the 1998  period  which was  partially  offset by a decline  in the yield on
loans from 8.57% for the 1997 period to 8.44% for the 1998 period..

Interest  Expense.  Interest expense increased $7,000 from $979,000 for the year
ended March 31, 1997,  to $986,000  for same period ended in 1998.  The relative
stability  in interest  expense was  attributable  to an increase in the average
balance of interest-bearing  liabilities of less than $10,000 to $21,230,000 and
by and  increase  in the cost of funds of 2 basis  points to 4.64% from the 1997
period to the 1998 period.

Net Interest Income.  Net interest income  increased  $302,000,  or 28.5%,  from
$1,062,000  for the year ended March 31, 1997, to $1,364,000 for the same period
ended in 1998. The Company's net yield on interest-earning assets increased from
4.15% for the year ended March 31, 1997, to 4.48% for the 1998 period.

Provision For Loan Losses.  The provision for loan losses  decreased $1,500 from
$7,700 for the year ended March 31,  1997,  to $6,200 for the same period  ended
March 31, 1998.  The Bank will continue to monitor its allowance for loan losses
and make future additions to the allowance through the provision for loan losses
as economic  conditions  dictate.  Although the Bank maintains its allowance for
loan  losses at a level that it  considers  to be  adequate  to provide  for the
inherent  risk of loss in its loan  portfolio,  there can be no  assurance  that
future losses will not exceed  estimated  amounts or that additional  provisions
for loan losses will not be required in future periods. In addition,  the Bank's
determination  as to the amount of its  allowance  for loan losses is subject to
review by its  primary  federal  regulator,  the  Office  of Thrift  Supervision
("OTS"),  as  part  of  its  examination  process,   which  may  result  in  the
establishment  of an  additional  allowance  based upon the  judgment of the OTS
after a review of the information available at the time of the OTS examination.

Noninterest income.  Noninterest income decreased by $1,200 from $26,900 for the
year ended  March 31,  1997,  to  $25,700  for the year  ended  March 31,  1998.
Noninterest  income  is  comprised  primarily  of  service  charges  on  deposit
accounts.  An increase in service  charges of $2,700 for 1997 to 1998 was offset
by a non-recurring gain on the sale of real estate of $4,000 in the 1997 period.

Noninterest Expense.  Noninterest expense decreased by $69,000 from $870,000 for
the year ended March 31,  1997,  to $801,000  for the same period ended in 1998.
Noninterest  expense  decreased  primarily  as a result of a one-time  charge of
$129,000 in federal insurance  premiums during the year ended March 31, 1997. On
September  30,  1996,  federal   legislation  was  enacted  which  included  the
recapitalization  of the  Savings  Association  Insurance  Fund  ("SAIF") of the
Federal  Deposit  Insurance  Corporation  by a one-time  charge to  SAIF-insured
institutions of 65.7 basis points per one hundred dollars of insurable deposits.
Supervisory  Examination,  Audit,  and Legal expenses  increased by $50,000 from
$25,000 for the year ended

                                      -10-
<PAGE>

March 31, 1997, to $75,000 for the same period ended March 31, 1998, as a result
of  additional  costs  associated  with the Company.  Compensation  and employee
benefits  increased  $26,000 from $414,000 for the year ended March 31, 1997, to
$440,000  for the same period in 1998.  The  increase  was due  primarily to the
Employee Stock Ownership Plan expense from the distribution of additional shares
which was partially offset by the Company operating with one fewer employee.

Income Taxes. Income tax expense increased from $63,000 for the year ended March
31,  1997,  to  $209,000  for the year ended March 31,  1998,  as a result of an
increase in pre-tax income. The effective rate on taxes for the year ended March
31, 1998, was 35.9% compared to 30.0% for the same period ended March 31, 1997.

Liquidity and Capital Resources

The Bank is required by OTS regulations to maintain,  for each calendar month, a
daily average balance of cash and eligible  liquid  investments of not less than
5% of the average daily balance of its net  withdrawable  savings and borrowings
(due in one year or less) during the preceding  calendar  month.  This liquidity
requirement may be changed from time to time by the OTS to any amount within the
range of 4% to 10%.
The Bank's average liquidity ratio was 21.5% at March 31, 1998.

The Bank's primary sources of funds are deposits, amortization and prepayment of
loans and mortgage-backed  securities,  maturities of investment securities, and
funds provided from operations. While scheduled loan repayments are a relatively
predictable  source of funds,  deposit  flows and loan  prepayments  are greatly
influenced by general interest rates, economic conditions, and competition.  The
Bank uses its sources of funds to fund  existing and future  existing and future
loan  commitments,  to fund maturing  certificates of deposit and demand deposit
withdrawals,  to invest in other interest-earning assets, to maintain liquidity,
and to meet operating expenses.

The Bank has other sources of liquidity if a need for  additional  funds arises.
Additional  sources of funds include a line of credit with the Federal Home Loan
Bank ("FHLB") of Pittsburgh amounting to $2.2 million.
As of March 31, 1998, the Bank had no outstanding advances from the FHLB.

Net cash  provided by  operating  activities  for the year ended March 31, 1998,
totaled $632,000 as compared to net cash used by operating  activities of $4,000
for the year ended  March 31,  1997.  The  increase of  $636,000  was  primarily
attributable to an increase in net income of $227,000 from $147,000 for the year
ended  March 31,  1997,  to  $374,000  for the year ended  March 31,  1998,  and
decreases in various  other assets and  increases in overall  other  liabilities
used to reconcile cash provided by operating activities.

Net cash used in investing activities for the year ended March 31, 1998, totaled
$4,795,000,  an increase of $3,560,000  from $1,235,000 for the year ended March
31,  1997.  The increase in cash used for  investing  activities  was  primarily
attributable  to purchases of  investment  securities  of  $6,291,000  offset by
proceeds  from  maturities of  investments  and  repayments  on  mortgage-backed
securities of $3,477,000 and by net loan originations of $1,928,000.

Net cash  provided by  financing  activities  for 1998  totaled  $3,935,000,  as
compared to $609,000 for the 1997.  The increase of $3,326,000 was the result of
net  proceeds  form the stock  offering  of  $5,665,000  offset by a decrease in
deposits of $1,104,000 and by funds used to repurchase shares of $529,000.

Liquidity may be adversely  affected by unexpected  deposit outflows,  excessive
interest rates paid by competitors,  adverse  publicity  relating to the savings
and loan industry, and similar matters.  Management monitors projected liquidity
needs and determines the level desired based, in part, on the Bank's commitments
to make loans and  management's  assessment  of the Bank's  ability to  generate
funds.

                                      -11-
<PAGE>

Certificates  of deposit  scheduled  to mature  during the year ended  March 31,
1999,  total  $5,200,000.  The Bank may renew  these  certificates,  attract new
replacement  deposits  or replace  such funds with  borrowed  funds.  Management
believes,  based  on past  experience,  that the Bank  will  retain  much of the
deposits or replace them with new deposits.

The Bank is subject to federal  regulations  that impose certain minimum capital
requirements.  At March  31,  1998,  the  Bank's  capital  exceeded  each of the
regulatory  capital  requirements of the OTS. The Bank is "well  capitalized" at
March 31, 1998, according to the regulatory  definition.  At March 31, 1998, the
Bank's  tangible and core capital  levels were both $7.8 million (26.8% of total
adjusted assets) and its total risk-based  capital level was $8.0 million (55.7%
of  total   risk-weighted   assets).   The  minimum   regulatory  capital  ratio
requirements of the Bank are 1.5% for tangible  capital,  3.0% for core capital,
and 8.0% for risk based capital.

Impact of Inflation and Changing Prices

The  consolidated  financial  statements and the  accompanying  notes  presented
elsewhere in this  document,  have been  prepared in accordance  with  generally
accepted  accounting  principles,  which  require the  measurement  of financial
position  and  operating   results  in  terms  of  historical   dollars  without
considering the change in the relative  purchasing  power of money over time and
due to inflation.  Unlike industrial companies,  virtually all of the assets and
liabilities  of a financial  institution  are  monetary in nature.  As a result,
interest  rates  have a more  significant  impact on a  financial  institution's
performance  than the effects of general levels of inflation.  Interest rates do
not  necessarily  move in the direction or with the same magnitude as the prices
of goods and services.

Recent Accounting Pronouncements

In June 1996, the Financial Accounting Standards Board ("FASB") issued Statement
No. 125,  "Accounting  for  Transfers  and  Servicing  of  Financial  Assets and
Extinguishment of Liabilities." The Statement provides consistent  standards for
distinguishing  transfers of financial assets that are sales from transfers that
are  secured  borrowings  based  on  a  control-oriented  "financial-components"
approach.  Under this approach,  after a transfer of financial assets, an entity
recognizes the financial and servicing assets it controls and liabilities it has
incurred,  derecognizes  financial  assets when control has been surrendered and
derecognizes liabilities when extinguished.  The provisions of Statement No. 125
are effective for transactions  occurring after December 31, 1996,  except those
provisions  relating to repurchase  agreements,  securities  lending,  and other
similar  transactions  and pledged  collateral,  which were delayed  until after
December 31, 1997,  by Statement  No. 127,  "Deferral of the  Effective  Date of
Certain Provisions of FASB Statement No. 125, an amendment of FASB Statement No.
125." The  adoption of these  statements  did not have a material  impact on the
Company's consolidated financial position or results of operations.

In February,  1997,  the FASB issued  Statement  No. 128,  "Earnings Per Share,"
effective for financial  statements issued for periods ending after December 15,
1997. The new standard specifies the computation,  presentation,  and disclosure
requirements  for  earnings  per share for entities  with  publicly  held common
stock.  The  adoption  by  the  Company  did  not  have  a  material  impact  on
presentation and disclosure for earnings per share.

In July 1997,  the FASB  issued  Statement  No.  130,  "Reporting  Comprehensive
Income."  Statement  No. 130 is  effective  for  fiscal  years  beginning  after
December 15, 1997.  This  statement  establishes  standards  for  reporting  and
presentation  of  comprehensive  income and its components  (revenue,  expenses,
gains,  losses)  in a full  set of  general  purpose  financial  statements.  It
requires  that all items that are  required to be  recognized  under  accounting
standards  as  components  of  comprehensive  income be  reported in a financial
statement  that is  presented  with  the  same  prominence  as  other  financial
statements.  Statement  No. 130 requires that  companies  (i) classify  items of
other  comprehensive  income by their nature in a financial  statement  and (ii)
display the accumulated  balance of other  comprehensive  income separately from
retained  earnings and additional  paid-in  capital in the equity section of the
statement of financial  condition.  Reclassification of financial statements for
earlier  periods  provided for  comprehensive  purpose is required. 

                                      -12-
<PAGE>

The Company current holds securities classified as available-for-sale. Under the
provisions  of  Statement  No. 130,  unrealized  gains and losses on  securities
classified as available-for-sale are a component of comprehensive income.

In February 1998, FASB issued Statement No. 132,  "Employers'  Disclosures about
Pensions and Other Postretirement Benefits" effective for fiscal years beginning
after December 15, 1997. The new standard revises  employers'  disclosures about
pension  and  other  postretirement  benefits  plans.  It does  not  change  the
measurement  or  recognition  of those plans.  It  standardizes  the  disclosure
requirements  for  pensions  and other  postretirement  benefits  to the  extent
practicable,   requires  additional   information  on  changes  in  the  benefit
obligation  and fair  values  of plan  assets  that  will  facilitate  financial
analysis,  and eliminates  certain  disclosure  requirements  that are no longer
useful.  The Statement suggests combined formats for presentation of pension and
other postretirement benefit disclosures.  The adoption of this statement is not
expected to have a material impact on presentation and disclosure of pension and
other postretirement benefits.

                                      -13-
<PAGE>

SNODGRASS [LOGO]
Certified Public Accountants and Consultants





                          Independent Auditor's Report
                          ----------------------------


Board of Directors
Sistersville Bancorp, Inc.

We have audited the  accompanying  consolidated  balance sheets of  Sistersville
Bancorp,  Inc.  as of March 31,  1998 and  1997,  and the  related  consolidated
statements of income,  changes in shareholders'  equity, and cash flows for each
of the years then ended.  These financial  statements are the  responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position  of  Sistersville
Bancorp,  Inc. at March 31, 1998 and 1997, and the  consolidated  results of its
operations,  changes  in  shareholders'  equity,  and cash flows for each of the
years then ended, in conformity with generally accepted accounting principles.


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

Wheeling, West Virginia
April 23, 1998, except for Note 16 
which is May 16, 1998

                                       -14-
<TABLE>
<CAPTION>
S.R. Snodgrass, A.C.
<S>                                         <C>                   <C>
980 National Road Wheeling, WV 26003-6400   Phone: 304-233-5030   Facsimile: 304-233-3062
</TABLE>

<PAGE>

                    SISTERSVILLE BANCORP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                               March 31,
                                                                                     1998                   1997
                                                                             ---------------------    ---------------------

                                     ASSETS
<S>                                                                          <C>                      <C>                 
Cash and Cash Equivalents
       Cash and amounts due from banks                                       $             97,009     $             81,065
       Interest - bearing deposits with other institutions                              1,469,028                1,713,394
                                                                             ---------------------    ---------------------
                     Total cash and cash equivalents                                    1,566,037                1,794,459
                                                                             ---------------------    ---------------------


Investment Securities
       Securities held to maturity (fair value of $536,365
            and $335,053)                                                                 527,006                  328,053
       Securities available for sale                                                    5,387,243                2,319,633
                                                                             ---------------------    ---------------------
                     Total investment securities                                        5,914,249                2,647,686
                                                                             ---------------------    ---------------------


Loans receivable, (net of allowance for loan losses
       of $168,850 and $164,150)                                                       23,646,924               21,724,869
Office properties and equipment, net                                                      378,362                  363,538
Accrued interest receivable (net of reserve for
       uncollected interest of $5,504 and $6,412)                                         202,166                  144,071
Other assets                                                                               27,244                  142,127
                                                                             ---------------------    ---------------------

                     TOTAL ASSETS                                            $         31,734,982     $         26,816,750
                                                                             =====================    =====================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
       Deposits                                                              $         20,595,965     $         21,699,725
       Deferred income taxes                                                              354,210                  215,091
       Accrued interest payable and other liabilities                                     203,361                   98,620
                                                                             ---------------------    ---------------------
                     Total liabilities                                                 21,153,536               22,013,436
                                                                             ---------------------    ---------------------

STOCKHOLDERS' EQUITY
       Preferred Stock, $.10 par value;
           500,000 shares authorized, none issued                                               -                        -
       Common Stock, $.10 par value;                                          
           2,000,000 shares authorized; 661,428 issued;
             628,357 outstanding at March 31, 1998                                         66,143                        -
       Additional paid - in capital                                                     6,152,518                        -
       Treasury Stock, at cost (33,071 shares in 1998)                                   (529,136)                       -
       Retained Earnings - substantially restricted                                     4,686,573                4,410,275
       Net unrealized gain on securities available for sale                               686,337                  393,039
       Unearned Employee Stock Ownership Plan shares (ESOP)                              (480,989)                       -
                                                                             ---------------------    ---------------------
                     Total stockholders' equity                                        10,581,446                4,803,314
                                                                             ---------------------    ---------------------

                     TOTAL LIABILITIES AND
                       STOCKHOLDERS' EQUITY                                  $         31,734,982     $         26,816,750
                                                                             =====================    =====================
</TABLE>



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

                                       -15-

<PAGE>

                    SISTERSVILLE BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                                                           Year Ended March 31,
                                                                                        1998                  1997
                                                                                ---------------------    -------------------
<S>                                                                             <C>                      <C>               
INTEREST AND DIVIDEND INCOME
       Taxable interest on loans                                                $          1,929,638     $        1,804,726
       Taxable interest on investments                                                       398,476                216,403
       Dividends on FHLB stock                                                                13,023                 11,602
       Dividends on FHLMC stock                                                                9,536                  8,230
                                                                                ---------------------    -------------------
                     Total interest and dividend income                                    2,350,673              2,040,961
                                                                                ---------------------    -------------------

INTEREST EXPENSE
       Deposits                                                                              986,282                979,537
                                                                                ---------------------    -------------------
                     Total interest expense                                                  986,282                979,537
                                                                                ---------------------    -------------------

                     NET INTEREST INCOME                                                   1,364,391              1,061,424

PROVISION FOR LOAN LOSSES                                                                      6,224                  7,733
                                                                                ---------------------    -------------------

                     NET INTEREST INCOME AFTER
                       PROVISION FOR LOAN LOSSES                                           1,358,167              1,053,691
                                                                                ---------------------    -------------------

NONINTEREST INCOME
       Service charges                                                                        23,629                 20,965
       Gain on sale of real estate, net                                                            -                  3,974
       Other income                                                                            2,064                  1,978
                                                                                ---------------------    -------------------
                     Total noninterest income                                                 25,693                 26,917
                                                                                ---------------------    -------------------

NONINTEREST EXPENSE
       Compensation and employee benefits                                                    440,196                413,763
       Occupancy                                                                              37,370                 40,205
       Furniture and equipment expense                                                        34,626                 34,342
       Deposit insurance premiums                                                             13,590                166,722
       Supervisory examination, audit and legal                                               74,835                 24,383
       Advertising  and public relations                                                      24,149                 22,385
       Service bureau expense                                                                 63,416                 58,390
       Franchise, payroll and other taxes                                                     57,704                 49,570
       Other expenses                                                                         54,868                 60,229
                                                                                ---------------------    -------------------
                     Total noninterest expense                                               800,754                869,989
                                                                                ---------------------    -------------------

                     INCOME BEFORE INCOME TAXES                                              583,106                210,619

INCOME TAXES                                                                                 209,447                 63,145
                                                                                ---------------------    -------------------

                     NET INCOME                                                 $            373,659     $          147,474
                                                                                =====================    ===================

EARNINGS PER SHARE  (Since July 1, 1997)
       Basic and diluted                                                        $               0.47                    N/A
                                                                                =====================    ===================

AVERAGE SHARES OUTSTANDING  - BASIC AND DILUTED                                              608,262                      -
                                                                                =====================    ===================
</TABLE>

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

                                       -16-
<PAGE>
                    SISTERSVILLE BANCORP, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                                             Net
                                                                                           Unrealized
                                                                               Retained     Gain on
                                                                Additional     Earnings-   Securities   Unearned         Total
                     Preferred      Common      Paid In        Substantially   Available   Shares in   Treasury      Shareholders'
                      Stock         Stock       Capital         Restricted     for Sale      ESOP        Stock          Equity
                  ------------------------------------------------------------------------------------------------------------------

<S>                  <C>         <C>          <C>              <C>            <C>         <C>          <C>           <C>          
BALANCE, 
  MARCH 31, 1996     $     -     $       -    $          -     $  4,262,801   $  284,880  $         -  $         -   $   4,547,681

1997 Net Income            -             -               -          147,474            -            -            -         147,474

Change in Net
  Unrealized Gain on
  Securities 
  Available for Sale       -             -               -                -      108,159            -            -         108,159
                     --------    ----------   -------------    -------------  ----------- ------------ ------------  --------------

BALANCE, 
  MARCH 31, 1997           -             -               -        4,410,275      393,039            -            -       4,803,314

1998 Net Income            -             -               -          373,659            -            -            -         373,659

Sale of Common Stock       -        66,143       6,127,984                -            -     (529,140)           -       5,664,987

Accrued compensation
   expense - ESOP          -             -          24,534                -            -       48,151            -          72,685

Change in Net 
  Unrealized Gain on
  Securities 
  Available for Sale       -             -               -                -      293,298            -            -         293,298

Cash Dividends 
  declared 
  ($.16 per share)         -             -               -          (97,361)           -            -            -         (97,361)

Purchase of 
  Treasury Stock           -             -               -                -            -            -     (529,136)       (529,136)
                     --------    ----------   -------------    -------------  ----------- ------------ ------------  --------------

BALANCE, 
  MARCH 31, 1998     $     -     $  66,143    $  6,152,518     $  4,686,573   $  686,337  $  (480,989) $  (529,136)  $  10,581,446
                     ========    ==========   =============    =============  =========== ============ ============  ==============
</TABLE>


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

                                      -17-
<PAGE>
                    SISTERSVILLE BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                         Year Ended March 31,
                                                                                     1998                  1997
                                                                             ---------------------   ---------------------
<S>                                                                          <C>                     <C>                 
OPERATING ACTIVITIES
       Net income                                                            $            373,659    $            147,474
       Adjustments to reconcile net income to net cash
         provided by (used in) operating activities:
            Depreciation, amortization and accretion, net                                  38,667                  36,840
            Gain on sale of other real estate                                                   -                  (3,974)
            Provision for loan losses                                                       6,224                   7,733
            Deferred federal income taxes                                                 (20,483)                (17,436)
            ESOP Amortization                                                              72,685                       -
            Decrease (increase) in accrued interest receivable
                and other assets                                                           56,788                (121,809)
            Increase (decrease) in accrued interest payable
                and other liabilities                                                      56,233                 (22,236)
            Increase (decrease) in accrued federal income taxes                            48,510                 (30,468)
                                                                             ---------------------   ---------------------
                Net cash provided by (used in) operating activities                       632,283                  (3,876)
                                                                             ---------------------   ---------------------

INVESTING ACTIVITIES
       Purchase of Federal Home Loan Bank Stock                                                 -                 (20,300)
       Purchase of available for sale securities                                       (6,039,047)                      -
       Maturity of available for sale security                                          3,425,000                       -
       Maturity of held to maturity securities                                                  -                 400,000
       Purchase of mortgage-backed securities held to maturity                           (251,516)                      -
       Principal collected on mortgage - backed securities                                 51,669                  49,070
       Net increase in loans                                                           (1,928,279)             (1,693,910)
       Disposition of real estate owned                                                         -                  32,620
       Purchases of office properties and equipment                                       (53,261)                 (2,626)
                                                                             ---------------------   ---------------------
                Net cash used in investing activities                                  (4,795,434)             (1,235,146)
                                                                             ---------------------   ---------------------

FINANCING ACTIVITIES
       Net increase (decrease) in deposits                                             (1,103,760)                608,910
       Dividends paid                                                                     (97,362)                      -
       Purchase of Treasury Stock                                                        (529,136)                      -
       Proceeds from sale of common stock                                               5,664,987                       -
                                                                             ---------------------   ---------------------
                Net cash provided by financing activities                               3,934,729                 608,910
                                                                             ---------------------   ---------------------
                Decrease in cash and cash equivalents                                    (228,422)               (630,112)

CASH AND CASH EQUIVALENTS
    AT BEGINNING OF PERIOD                                                              1,794,459               2,424,571
                                                                             ---------------------   ---------------------
CASH AND CASH EQUIVALENTS
    AT END OF PERIOD                                                         $          1,566,037    $          1,794,459
                                                                             =====================   =====================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
       Cash paid during the period for:
            Interest on deposits                                             $            990,795    $            981,578
            Income taxes                                                                  173,104                  99,000

</TABLE>

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

                                       -18-

<PAGE>



                           SISTERSVILLE BANCORP, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 1998 AND 1997

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Sistersville  Bancorp,  Inc. (the "Company") was organized in March, 1997,
      as a State of Delaware chartered corporation. The Company acquired 100% of
      the common  stock of First  Federal  Savings  Bank (the  "Bank")  upon the
      conversion of First Federal  Savings and Loan  Association of Sistersville
      (the "Association") from a federally-chartered  mutual savings and loan to
      a federally  chartered  stock  savings bank in June,  1997.  The operating
      results of the Company depend primarily upon the operating  results of the
      Bank.

      Nature of Operations - The Company provides savings and financing services
      primarily  to  individuals  through  its  wholly-owned  subsidiary,  First
      Federal  Savings  Bank located in  Sistersville,  West  Virginia.  Primary
      deposit  products  consist of savings,  NOW, and Money  Market  withdrawal
      accounts, and certificates of deposit. Primary lending products consist of
      conventional  mortgage,  construction,  and  consumer  loans.  The  Bank's
      primary market area for lending and deposits consists of Wood,  Pleasants,
      Tyler, and Wetzel Counties in West Virginia.

      Principles  of  Consolidation  -  The  consolidated  financial  statements
      include the accounts of the Company and its wholly-owned subsidiary, First
      Federal Savings Bank. Material intercompany accounts and transactions have
      been eliminated.

      Use of Estimates - The  preparation of financial  statements in conformity
      with generally accepted accounting  principles requires management to make
      estimates and assumptions  that affect the reported  amounts of assets and
      liabilities,  disclosures of contingent assets and liabilities at the date
      of the  financial  statements,  and the  reported  amounts of revenues and
      expenses  during the reporting  period.  Actual  results could differ from
      those estimates.

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

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

      Interest  and Fees on Loans - Interest  on loans is  credited to income as
      earned and is accrued only if it is considered  collectible.  An allowance
      for  uncollected  interest on mortgage  loans is provided  for all accrued
      interest  on loans  which  are  delinquent  90 days or more  resulting  in
      interest previously accrued on those loans being reversed from income and,
      thereafter,  interest  is  recognized  only  to  the  extent  of  payments
      received.  Loans are  returned  to accrual  status  when less than 90 days
      delinquent and when, in management's judgment, collection is probable.

      The Company  adopted the  provisions of Statement of Financial  Accounting
      Standards Nos. 114 and 118,  "Accounting for Creditors for Impairment of a
      Loan." It is the  Company's  policy not to  recognize  interest  income on
      specific  impaired  loans unless the  likelihood of future loss is remote.
      Interest payments received on such loans are applied as a reduction of the
      loan principal balance.

                                       -19-

<PAGE>


                           SISTERSVILLE BANCORP, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Since the  adoption  of SFAS Nos.  114 and 118,  the  Company had no loans
      which management has determined to be impaired.

      Loan  origination and commitment fees and certain direct loan  origination
      costs are  deferred,  and the net amount  amortized  over the  contractual
      lives of the related loans or  commitments as an adjustment of the related
      loan's yield using the interest method.

      Allowance for Loan Losses - The allowance for loan losses is maintained at
      a level which,  in  management's  judgment,  is adequate to absorb  credit
      losses  inherent in the loan  portfolio.  The amount of the  allowance  is
      based  on  management's  evaluation  of the  collectibility  of  the  loan
      portfolio,  including the nature of the portfolio,  credit concentrations,
      trends  in  historical  loss  experience,  specific  impaired  loans,  and
      economic   conditions.   Allowances   for  impaired  loans  are  generally
      determined  based on  collateral  values or the present value of estimated
      cash flows.  The  allowance is  increased by a provision  for loan losses,
      which is charged to expense and reduced by charge-offs, net of recoveries.
      Changes  in the  allowance  relating  to  impaired  loans are  charged  or
      credited  to the  provision  for loan  losses.  Because  of  uncertainties
      inherent to the estimation process, management's estimate of credit losses
      inherent in the loan portfolio and the related allowance may change in the
      near term.

           Real Estate Acquired in Settlement of Loans - Real estate acquired in
      settlement of loans is classified  separately on the balance sheets at the
      lower of the recorded  investment  in the property or its fair value minus
      estimated costs of sale.

           Office  Properties  and Equipment - Premises and equipment are stated
      at cost, less  accumulated  depreciation.  Provisions for depreciation are
      computed on the  straight-line  method over the estimated  useful lives of
      the assets.

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

      Income Taxes - Deferred tax assets and  liabilities are recognized for the
      future tax consequences  attributable to differences between the financial
      statement  carrying  amounts of existing  assets and liabilities and their
      respective  tax bases.  Deferred tax assets and  liabilities  are measured
      using enacted tax rates  expected to apply to taxable  income in the years
      in which those  temporary  differences  are  expected to be  recovered  or
      settled.

      Earnings Per Common Share - On June 25, 1997,  the Company  issued 661,428
      shares of common  stock.  Earnings per share data has been  determined  by
      dividing  net income  since  July 1, 1997,  of  $288,809  by the  weighted
      average  number  of shares  outstanding  since the  original  issue  date.
      Earnings from June 25, 1997, through June 30, 1997, were determined not to
      be  meaningful.  As  discussed  in Note 10, the Company  accounts  for the
      52,914  shares  acquired  by the  ESOP in  accordance  with  Statement  of
      Position  93-6;  shares  controlled by the ESOP are not  considered in the
      weighted  average  shares  outstanding  until the shares are committed for
      allocation to employee accounts. The proforma net income per share for the
      1998  period is $.44,  assuming  the shares had been  outstanding  for the
      entire period.



                                       -20-

<PAGE>


                           SISTERSVILLE BANCORP, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      In  February,  1997,  the  Financial  Accounting  Standards  Board  issued
      Statement on Financial  Accounting Standards No. 128, "Earnings Per Share"
      ("SFAS No. 128").  SFAS No. 128 differs from prior accounting  guidance in
      that  earnings  per share is  classified  as basic  earnings per share and
      diluted  earnings  per share,  compared to primary  earnings per share and
      fully diluted earnings per share under prior standards. Basic earnings per
      share differs from primary earnings per share in that it includes only the
      weighted  average  common  shares  outstanding  and does not  include  any
      dilutive common stock equivalents in the calculation. Diluted earnings per
      share under the new standard differs in certain  calculations  compared to
      fully diluted earnings per share under prior standards. The application of
      SFAS No. 128 did not have an effect on the earnings per share  calculation
      for the period ended March 31, 1998.  For the period ended March 31, 1998,
      basic and diluted earnings per share were the same.

      Reclassification  - Certain prior year amounts have been  reclassified  to
      conform with the current year's presentation.

      Cash Flow  Information - The Company's  policy is to include cash on hand,
      amounts due from depository institutions,  and overnight deposits with the
      Federal Home Loan Bank in the definition of cash and cash equivalents.


NOTE 2 - SHAREHOLDERS' EQUITY

      On June 25, 1997, the Company  completed the sale of 661,428 common shares
      at $10 per share and received net proceeds of $5,664,987.  Included in the
      661,428 shares were 52,914 shares acquired by the ESOP.

      On March 9, 1998, the Company completed the repurchase of 33,071 shares or
      5% of its outstanding  common stock in the open market pursuant to a stock
      repurchase program.

      The following  table  represents  the change in the Company's  outstanding
shares:
<TABLE>
<CAPTION>
                                                              Preferred           Common
                                                                 Stock             Stock
                                                             ------------      -------------

<S>                                                          <C>               <C> 
           Shares outstanding, March 31, 1996 and 1997                -                -

              Shares issued                                           -             661,428

              Shares repurchased                                      -             (33,071)
                                                             -------------     ------------

           Shares outstanding, March 31, 1998                         -             628,357
                                                             =============     ============
</TABLE>
                                      -21-

<PAGE>


                           SISTERSVILLE BANCORP, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997


NOTE 3 - INVESTMENT SECURITIES

      The  carrying  amounts and fair  values of  investment  securities  are as
      follows at March 31, 1998 and 1997:
<TABLE>
<CAPTION>
                                                                         1998
                                                  -------------------------------------------------------------
                                                                        Gross          Gross         Estimated
                                                      Amortized      Unrealized      Unrealized         Market
                                                         Cost           Gains         Losses            Value
                                                  --------------- -------------   -------------- --------------
<S>                                               <C>             <C>             <C>            <C>          
      Securities Available for Sale:
         Federal Home Loan Bank Stock
           (restricted)                           $     203,300   $        -      $       -      $     203,300
         Federal Home Loan Mortgage
          Corporation Stock                              22,231         1,050,532         -          1,072,763
         U.S. Government and
           Agency Obligations                         4,113,299          1,355         (3,474)       4,111,180
                                                  -------------   ------------    -----------    -------------

                Total Available for Sale              4,338,830      1,051,887         (3,474)       5,387,243

      Securities to be Held to Maturity:
         Mortgage-Backed Securities-
          GNMA and FHLMC                                527,006          9,563           (204)         536,365
                                                  -------------   ------------    -----------    -------------

                Total                             $   4,865,836   $  1,061,450    $    (3,678)   $   5,923,608
                                                  =============   ============    ===========    =============
</TABLE>
<TABLE>
<CAPTION>
                                                                         1997
                                                  -------------------------------------------------------------
                                                                        Gross          Gross         Estimated
                                                      Amortized      Unrealized      Unrealized         Market
                                                         Cost           Gains         Losses            Value
                                                  --------------- -------------   -------------- --------------
<S>                                               <C>             <C>             <C>            <C>          
      Securities Available for Sale:
         Federal Home Loan Bank Stock
           (restricted)                           $     203,300   $        -      $       -      $     203,300
         Federal Home Loan Mortgage
          Corporation Stock                              22,231        627,671            -            649,902
         U.S. Government and
           Agency Obligations                         1,498,588            -          (32,157)       1,466,431
                                                  -------------   ------------    -----------    -------------

                Total Available for Sale              1,724,119        627,671        (32,157)       2,319,633

      Securities to be Held to Maturity:
         Mortgage-Backed Securities-
          GNMA                                          328,053          7,000           -             335,053
                                                  -------------   ------------    ----------     -------------

                Total                             $   2,052,172   $    634,671    $   (32,157)   $   2,654,686
                                                  =============   ============    ===========    =============
</TABLE>


                                      -22-

<PAGE>


                           SISTERSVILLE BANCORP, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997


NOTE 3 - INVESTMENT SECURITIES (CONTINUED)

      The amortized and estimated market value of investment securities at March
      31, 1998, by contractual maturity, follow. Expected maturities will differ
      from contractual  maturities because issuers may have the right to call or
      prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
                                                                         March 31, 1998
                                                  ------------------------------------------------------------
                                                             Securities                Securities
                                                       Available for Sale            Held to Maturity
                                                  -----------------------------  -----------------------------
                                                                     Estimated                    Estimated
                                                     Amortized         Market    Amortized          Market
                                                        Cost           Value        Cost             Value
                                                  --------------  -------------   ------------   -------------
<S>                                               <C>             <C>             <C>            <C>        
         Due in one year or less                  $   3,109,289   $  3,106,054    $         -    $           -
         Due after one year
           through five years                           204,010        205,126              -                -
         Due after five years
           through ten years                            800,000        800,000              -                -
         Mortgage-backed securities                           -              -        527,006          536,365
         Equity securities                              225,531      1,276,063              -                -
                                                  -------------   ------------    -----------    -------------

                Total                             $   4,338,830   $  5,387,243    $   527,006    $     536,365
                                                  =============   ============    ===========    =============

</TABLE>


      The Company had no gross  realized  gains or losses on security  sales for
      the years  ended  March 31,  1998 and 1997.  There  were no  transfers  of
      securities between classifications in 1998 or 1997.


NOTE 4 - LOANS AND ALLOWANCE FOR POSSIBLE LOAN LOSSES

      Loans outstanding at March 31 are as follows:
<TABLE>
<CAPTION>
                                                                               1998              1997
                                                                         ---------------    ---------------
<S>                                                                      <C>                <C>            
          Mortgage Loans:
             Construction                                                $       701,350    $       141,000
             1-4 family                                                       22,593,575         21,036,190
          Consumer Loans:
             Automobiles                                                         698,752            763,843
             Savings account                                                     234,072            296,186
             Other                                                                27,000             28,857
          Commercial                                                              96,446             27,008
                                                                         ---------------    ---------------
                   Total                                                      24,351,195         22,293,084
          Less:
             Allowance for loan losses                                           168,850            164,150
             Undisbursed funds                                                   463,171            322,670
             Net deferred loan fees                                               72,250             81,395
                                                                         ---------------    ---------------

                   Loans receivable, net                                 $    23,646,924    $    21,724,869
                                                                         ===============    ===============
</TABLE>

                                      -23-

<PAGE>


                           SISTERSVILLE BANCORP, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997


NOTE 4 - LOANS AND ALLOWANCE FOR POSSIBLE LOAN LOSSES (CONTINUED)

      Activity  in the  allowance  for loan losses for the years ended March 31,
      1998 and 1997, is summarized as follows:
<TABLE>
<CAPTION>
                                                                                1998                1997
                                                                         ---------------    ----------------
<S>                                                                      <C>                <C>            
          Balance, beginning of year                                     $       164,150    $       156,417
          Add provisions charged to operations                                     6,224              7,733
                                                                         ---------------    ---------------
                                                                                 170,374            164,150
          Less loans charged off                                                   1,524                  -
                                                                         ---------------    ---------------

          Balance, end of period                                         $       168,850    $       164,150
                                                                         ===============    ===============
</TABLE>


      In the normal  course of business,  loans are  extended to  directors  and
      executive  officers and their  associates.  In management's  opinion,  all
      loans are on substantially the same terms and conditions as loans to other
      individuals  and  businesses of comparable  creditworthiness.  Total loans
      outstanding  to officers and  directors  at March 31, 1998 and 1997,  were
      $56,142 and $72,305, respectively.


NOTE 5 - OFFICE PROPERTIES AND EQUIPMENT

      Properties and equipment at March 31 are summarized as follows:
<TABLE>
<CAPTION>
                                                                               1998             1997
                                                                         ---------------    ---------------
<S>                                                                      <C>                <C>            
          Land                                                           $        38,500    $        38,500
          Office buildings and improvements                                      422,648            406,233
          Furniture, fixtures, and equipment                                     209,688            172,842
                                                                         ---------------    ---------------
                   Total                                                         670,836            617,575
          Less accumulated depreciation                                          292,474            254,037
                                                                         ---------------    ---------------

                   Premises and equipment, net                           $       378,362    $       363,538
                                                                         ===============    ===============
</TABLE>

      Depreciation charged to operations amounted to $38,438 and $39,802 for the
      years ended March 31, 1998 and 1997, respectively.


                                      -24-

<PAGE>
                           SISTERSVILLE BANCORP, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997


NOTE 6 - DEPOSITS ANALYSIS

      Deposit accounts at March 31 are summarized as follows:
<TABLE>
<CAPTION>
                                                                  1998                          1997
                                                      ---------------------------   -----------------------------
                                                                        Percent of                    Percent of
                                                           Amount        Portfolio      Amount         Portfolio
                                                           ------        ---------      ------         ---------

<S>                                                   <C>                  <C>      <C>                   <C>  
          Savings accounts                            $    8,194,602       39.8%    $    8,653,819        39.9%
          NOW accounts                                     1,338,296        6.5%         1,374,918         6.3%
          Money market accounts                            1,189,391        5.8%         1,537,368         7.1%
                                                      --------------   ---------    --------------   ----------
                                                          10,722,289       52.1%        11,566,105        53.3%
                                                      --------------   ---------    --------------   ----------

          Certificates of deposit:
             4.01 - 6.00%                                  8,332,910       40.5%         8,032,912        37.0%
             6.01 - 8.00%                                  1,540,766        7.5%         2,100,708         9.7%
                                                      --------------   ---------    --------------   ----------
                                                           9,873,676       48.0%        10,133,620        46.7%
                                                      --------------   ---------    --------------   ----------

                   Total                              $   20,595,965      100.0%    $   21,699,725       100.0%
                                                      ==============   =========    ==============   ==========
</TABLE>


      The scheduled maturities of certificates of deposit at March 31, 1998, are
as follows:
<TABLE>
<CAPTION>
                                                                                        Amount
                                                                                    -------------
<S>                                                                                 <C>          
          Within one year                                                           $   5,236,573
          Due after one year, but within two years                                      2,180,155
          Due after two years, but within three years                                   1,116,103
          Due after three years                                                         1,340,845
                                                                                    -------------

                   Total                                                            $   9,873,676
                                                                                    =============
</TABLE>

      Certificates  of  deposit  issued in  denominations  of  $100,000  or more
      amounted to $410,729 at March 31,  1998,  and  $402,589 at March 31, 1997.
      Deposits in excess of $100,000 are not federally insured.

      Interest expense by deposit category is as follows:
<TABLE>
<CAPTION>
                                                                                     Year Ended March 31,
                                                                                     1998              1997
                                                                                --------------    -------------

<S>                                                                             <C>               <C>          
          Savings - passbook                                                    $      358,125    $     338,216
          NOW and money market                                                          87,930           93,280
          Time certificates of deposit                                                 540,227          548,041
                                                                                --------------    -------------

                   Total                                                        $      986,282    $     979,537
                                                                                ==============    =============
</TABLE>

                                      -25-
<PAGE>


                           SISTERSVILLE BANCORP, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997


NOTE 7 - REGULATORY MATTERS

      The Subsidiary Bank is subject to various regulatory capital  requirements
      administered  by its  primary  federal  regulator,  the  Office  of Thrift
      Supervision.  Failure to meet the minimum regulatory capital  requirements
      can initiate  certain  mandatory,  and possible  additional  discretionary
      actions by regulators,  that if undertaken,  could have a direct  material
      affect on the Bank's financial  statements.  Under the regulatory  capital
      adequacy  guidelines  and the regulatory  framework for prompt  corrective
      action,  the  Bank  must  meet  specific  capital   guidelines   involving
      quantitative  measures  of the Bank's  assets,  liabilities,  and  certain
      off-balance-sheet   items  as  calculated  under   regulatory   accounting
      practices.  The Bank's capital amounts and classification under the prompt
      corrective action guidelines are also subject to qualitative  judgement by
      the regulators about components, risk weighting, and other factors.

      Quantitative measures established by regulation to ensure capital adequacy
      require the Bank to maintain  minimum amounts and ratios (set forth in the
      table  below) of total and Tier I capital (as defined in the  regulations)
      to risk-weighted assets (as defined), and of tangible and core capital (as
      defined) to adjusted assets (as defined). Management believes, as of March
      31, 1998, that the Bank meets all capital  adequacy  requirements to which
      they are subject.

      As of March 31,  1998,  the most  recent  notification  from the Office of
      Thrift  Supervision  categorized the Bank as "well  capitalized" under the
      regulatory  framework for prompt  corrective  action. To be categorized as
      "well capitalized", the Bank must maintain minimum total risk- based, Tier
      I (core) risk-based,  core, and tangible ratios as set forth in the table.
      There are no conditions or events since the  notification  that management
      believes have changed the institution's category.

      The following table reconciles capital under generally accepted accounting
      principles to regulatory capital:
<TABLE>
<CAPTION>
                                                                                              March 31,
                                                                                     1998              1997
                                                                                -------------     -------------
                                                                                          (In Thousands)
<S>                                                                             <C>               <C>         
          Total equity                                                          $       8,518     $      4,803

          Unrealized gain on securities                                                  (687)            (393)
                                                                                --------------    -------------

                   Tier I (core) and tangible capital                                   7,831            4,410

          Allowance for loan losses                                                       169              160
                                                                                -------------     ------------

                   Risk-based capital                                           $       8,000     $`     4,570
                                                                                =============     ============
</TABLE>

                                      -26-

<PAGE>


                           SISTERSVILLE BANCORP, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997


NOTE 7 - REGULATORY MATTERS (CONTINUED)

      At March  31,  the  actual  capital  levels  of the  Bank and the  minimum
required levels are as follows:
<TABLE>
<CAPTION>
                                                                         1998                      1997
                                                               ----------------------    ----------------------
                                                                 Amount        Ratio       Amount        Ratio
                                                               ----------     -------    ---------      -------
<S>                                                            <C>             <C>       <C>             <C>   
          Total Capital to Risk-Weighted Assets
          -------------------------------------
             Actual                                            $   8,000       55.65%    $   4,570       35.80%
             For capital adequacy purposes                         1,150        8.00%        1,022        8.00%
             To be "well capitalized"                              1,438       10.00%        1,277       10.00%

          Tier I (Core) Capital to Risk-Weighted Assets
          ---------------------------------------------
             Actual                                            $   7,831       54.47%    $   4,410       34.50%
             For capital adequacy purposes                           575        4.00%          511        4.00%
             To be "well capitalized"                                863        6.00%          766        6.00%

          Tier I (Core) Capital to Adjusted Assets
          ----------------------------------------
             Actual                                            $   7,831       26.84%    $   4,410       16.70%
             For capital adequacy purposes                           875        3.00%          793        3.00%
             To be "well capitalized"                              1,459        5.00%        1,321        5.00%

          Tangible Capital to Adjusted Assets
          -----------------------------------
             Actual                                            $   7,831       26.84%    $   4,410       16.70%
             For capital adequacy purposes                           438        1.50%          396        1.50%
             To be "well capitalized"                              N/A         N/A            N/A        N/A
</TABLE>


NOTE 8 - INCOME TAX

      Until  1996,  thrift  institutions  were  permitted  a  special  bad debts
      deduction  limited generally to 8% of otherwise taxable income and subject
      to  certain  limitations  based on  aggregate  loans and  savings  account
      balances at the end of the year.  On August 20, 1996,  the Small  Business
      Job Protection Act (the "Act") was signed into law. The Act eliminated the
      percentage of taxable  income bad debt  deduction for thrift  institutions
      and requires that bad debts for federal  income tax purposes be determined
      based primarily on the experience  method.  The Act provides that bad debt
      reserves accumulated after 1987 are subject to recapture over a maximum of
      six years.  The Act provides that bad debt reserves  accumulated  prior to
      1988 be exempt from  recapture.  If the amounts that qualify as deductions
      for federal income tax purposes are later used for purposes other than for
      bad debt  losses,  they will be subject to federal  income tax at the then
      corporate  rate.  Retained  income,  at March 31, 1998 and 1997,  included
      approximately  $618,000 (pre 1988  reserves) for which federal  income tax
      has not been provided.



                                      -27-

<PAGE>


                           SISTERSVILLE BANCORP, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997


NOTE 8 - INCOME TAX (CONTINUED)

      The provisions for Federal income taxes consist of:
<TABLE>
<CAPTION>
                                                                               Year Ended March 31,
                                                                                1998               1997
                                                                            ------------      --------------
<S>                                                                         <C>               <C>         
          Current                                                           $    229,930      $     80,581
          Deferred                                                               (20,483)          (17,436)
                                                                            ------------      ------------

                   Total                                                    $    209,447      $     63,145
                                                                            ============      ============

</TABLE>
      The following temporary  differences gave rise to the deferred tax (asset)
liability at:
<TABLE>
<CAPTION>
                                                                                      March 31,
                                                                                1998               1997
                                                                            ------------     -------------

<S>                                                                         <C>               <C>          
          Deferred loan fees                                                $    (24,565)     $    (27,674)
          Other income and expense recognized in the financial
            statements on the accrual basis, but on the cash basis
            for tax purposes                                                      13,464            31,440
          Bad debt reserve, net                                                  (24,143)          (13,260)
          Depreciation                                                            19,761            12,654
          Others                                                                   7,398             9,456
                                                                            ------------      ------------
                                                                                  (8,085)           12,616
          Unrealized gains on available-for-sale securities                      362,295           202,475
                                                                            ------------      ------------

               Net deferred tax liability                                   $    354,210      $    215,091
                                                                            ============      ============
</TABLE>

      A reconciliation between the amount of reported income tax expense and the
      amount  computed  by applying  the  statutory  federal  income tax rate to
      income before income taxes is as follows:
<TABLE>
<CAPTION>
                                                                               Year Ended March 31,
                                                                                1998               1997
                                                                            ------------      ------------

<S>                                                                         <C>               <C>         
      Tax at statutory rate (34%)                                           $    198,256      $     71,610
          Increase (decrease) in taxes resulting from:
             Surtax exemption                                                          9            (6,507)
             Nondeductible ESOP compensation                                       8,342                 -
             Other, net                                                            2,849            (1,958)
                                                                            ------------      ------------

                   Total                                                    $    209,447      $     63,145
                                                                            ============      ============

                   Effective rate                                                   35.9%             30.0%
                                                                            ============      ============
</TABLE>


                                      -28-

<PAGE>


                           SISTERSVILLE BANCORP, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997


NOTE 9 - RETIREMENT PLAN

      The  Bank  participates  in  the  multi-employer   Financial  Institutions
      Retirement Fund covering all full-time  officers and employees  completing
      one  year of  service  and  attainment  of age 21.  Because  the plan is a
      multi-employer  plan,  plan  information  for the Bank  separately  is not
      determinable.  Pension expense,  including administrative charges, for the
      years ended March 31, 1998 and 1997, was $600 and $9,150, respectively.


NOTE 10 - EMPLOYEE STOCK OWNERSHIP PLAN ("ESOP")

      During the year ended  March 31,  1998,  the Bank  adopted an ESOP for the
      benefit  of  officers  and  employees  who  have met  certain  eligibility
      requirements  related  to age and  length of  service.  An ESOP  trust was
      created  and  acquired  52,914  shares  of common  stock in the  Company's
      initial  public  offering,  using  proceeds  of a loan  obtained  from the
      Company,  which bears interest at an annual rate of 8.25%. The loan, which
      is secured by shares of stock purchased, calls for quarterly interest over
      a ten-year period and annual principal payments of $52,914.

      The Bank is  scheduled  to make  quarterly  contributions  to the trust to
      allow  the  trust to make the  required  interest  payments  and an annual
      contribution  to allow the trust to make the required  principal  payment.
      Shares are released from  collateral  based upon the  proportion of annual
      principal  payments  made on the loan each year and allocated to qualified
      employees. As shares are committed to be released from collateral based on
      the terms of the loan,  the Bank reports  compensation  expense based upon
      the fair  value of the  shares,  and the  shares  become  outstanding  for
      earnings per share  computations.  Dividends paid on allocated ESOP shares
      are  recorded  as a  reduction  of retained  earnings.  Dividends  paid on
      unallocated shares are recorded as compensation expense.

      The following table  represents the components of the ESOP shares at March
31, 1998:

          Allocated shares                                                    -
          Shares committed for allocation                                 4,815
          Shares distributed                                                  -
          Unallocated (noncommitted) shares                              48,099
                                                                  -------------

                   Total ESOP shares                                     52,914
                                                                  =============
          Fair value of noncommitted shares                       $     751,547
                                                                  =============



                                      -29-

<PAGE>


                           SISTERSVILLE BANCORP, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997


NOTE 11 - COMMITMENTS AND CONTINGENCIES

      The   Subsidiary   Bank  is  a  party  to   financial   instruments   with
      off-balance-sheet  risk in the  normal  course  of  business  to meet  the
      financing  needs of its customers.  These  financial  instruments  include
      commitments  to extend  credit.  These  instruments  involve,  to  varying
      degrees, elements of credit risk in excess of the amount recognized in the
      consolidated  balance sheets.  The contract  amounts of these  instruments
      reflect  the  extent of  involvement  the  institution  has in  particular
      classes of financial instruments.

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

      The following  represents  financial  instruments  whose contract  amounts
      represent credit risk at March 31:
<TABLE>
<CAPTION>
                                                                                     Contract Amount
                                                                            --------------------------------
                                                                                  1998             1997
                                                                            -------------     --------------
<S>                                                                         <C>               <C>          
          Commitments to originate loans:
              Fixed rate                                                    $     891,000     $     404,000
          Loans in process                                                        463,000           323,000
          Unused lines of credit                                                  170,000              -
                                                                            -------------     -------------

                   Total                                                    $   1,524,000     $     727,000
                                                                            =============     =============
</TABLE>

      The  range of  interest  rates on fixed  rate  residential  mortgage  loan
      commitments was 7.25% to 8.00% at March 31, 1998.

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

      Concentration of Credit Risk

      The Subsidiary Bank's real estate loans and loan commitments are primarily
      for properties  located  throughout  Northern West Virginia.  Repayment of
      these loans is in part  dependent  upon the  economic  conditions  in this
      region. These loans are primarily at fixed interest rates.


                                      -30-

<PAGE>


                           SISTERSVILLE BANCORP, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997

NOTE 12 - FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

          Investment   Securities  and  Securities   Held  for  Sale:  For  debt
          securities  and  marketable  equity  securities  held  for  investment
          purposes and for sale,  fair values are based on quoted  market prices
          or dealer  quotes.  If a quoted  market price is not  available,  fair
          value is estimated using quoted market prices for similar securities.

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

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

      The estimated fair values of the Company's  financial  instruments  are as
follows:
<TABLE>
<CAPTION>
                                                       March 31, 1998                   March 31, 1997
                                             -------------------------------   ------------------------------
                                                Carrying        Estimated         Carrying       Estimated
                                                Amount          Fair Value        Amount         Fair Value
                                             -------------     -------------   --------------    ------------
<S>                                          <C>               <C>             <C>              <C>          
         Financial Assets:
            Cash and cash equivalents        $   1,566,000     $   1,566,000   $    1,794,000   $   1,794,000
            Securities available for sale        5,387,000         5,387,000        2,320,000       2,320,000
            Securities held to maturity            527,000           536,000          328,000         335,000
            Loans, net                          23,647,000        24,240,000       21,725,000      21,782,000

         Financial Liabilities:
            Deposits                            20,596,000        20,663,000       21,700,000      21,584,000

</TABLE>

                                      -31-

<PAGE>


                           SISTERSVILLE BANCORP, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997


NOTE 13 - DEPOSIT INSURANCE

      Saving  Association  Insurance  Fund member  institutions  were assessed a
      one-time deposit insurance premium to recapitalize the Fund as a result of
      legislation  signed into law by the President on September  30, 1996.  The
      assessment  totaled  approximately  $129,000 and was assessed at a rate of
      65.7 basis  points per $100 of deposits at March 31,  1995.  The charge is
      reflected in the consolidated statement of income for the year ended March
      31, 1997. As a result of the assessment, the Bank's deposit insurance rate
      was reduced from $.23 to $.064 per $100 of deposits.


NOTE 14 - CONVERSION AND REORGANIZATION

      On December 5, 1996, the Board of Directors of the Association adopted the
      Plan of Conversion  pursuant to which the Association  proposed to convert
      from   a    federally-chartered    mutual    savings   and   loan   to   a
      federally-chartered  stock  savings bank and  concurrently  form a unitary
      savings and loan holding company.

      As part of the  conversion  process,  the Company was  organized in March,
      1997,  at the direction of the Board of Directors of the  Association  for
      the purpose of acquiring all of the capital stock to be issued by the Bank
      in the  Conversion.  After  approval  by  regulatory  authorities  and the
      Association's  members, the conversion was completed on June 25, 1997. The
      Company  became a unitary  savings  and loan  company  with its  principal
      assets  being  the  capital  stock  of the Bank  and a  percentage  of the
      Conversion  proceeds permitted to be retained.  From the proceeds from the
      sale of 661,428 shares of stock at $10.00 per share, $66,143 was allocated
      to common  stock  based on a par  value of $.10 per share and  $6,127,984,
      which is net of conversion costs of $420,153,  was allocated to additional
      paid-in capital.

      In accordance with regulations, at the time that the Association converted
      from a mutual  savings  and loan to a stock  savings  bank,  a portion  of
      retained  earnings  will  be  restricted  by  establishing  a  liquidation
      account.  The  liquidation  account will be maintained  for the benefit of
      eligible  account  holders who continue to maintain  their accounts at the
      Bank  after  the  conversion.  The  liquidation  account  will be  reduced
      annually to the extent that  eligible  account  holders have reduced their
      qualifying  deposits.  Subsequent  increases  will not restore an eligible
      account holder's  interest in the liquidation  account.  In the event of a
      complete  liquidation of the Bank, each account holder will be entitled to
      receive  a  distribution  from  the  liquidation   account  in  an  amount
      proportionate  to the current  adjusted  qualifying  balances for accounts
      then held.


NOTE 15 - ADVANCES FROM FEDERAL HOME LOAN BANK

      As of March 31,  1998,  the Bank had a  Flexline  Line-of-Credit  with the
      Federal  Home Loan Bank of  $2,199,000,  of which  there  were no  amounts
      outstanding.

                                      -32-

<PAGE>


                           SISTERSVILLE BANCORP, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997


NOTE 16 - SUBSEQUENT EVENTS

      Effective May 7, 1998, the Company and Subsidiary Bank offered  individual
      retirement  agreements with current  directors of the Company and the Bank
      having completed a minimum of fifteen years of service. Under the terms of
      the agreement,  retiring  directors are to receive $1,200 for each year of
      past service as a board member of the Bank or Association and the Company.
      Retirement  benefits are payable either in quarterly  installments  over a
      five-year period commencing  September 17, 1998, or in a lump sum with the
      total benefit discounted at an annual rate of five percent (5%). Directors
      executing the retirement  agreement shall discontinue serving as an active
      director to the Company and Bank on July 2, 1998.  Directors were required
      to execute the  agreement no later than May 16, 1998.  It is the intention
      of the Company that this be a special one-time offer.

      At May 16, 1998, four directors executed retirement  agreements.  Based on
      the past  service of those  directors  involved,  the Company  will take a
      pre-tax  charge of $94,000 in the first fiscal  quarter of the year ending
      March 31, 1999, representing the present value of benefit payments.


NOTE 17 - CONDENSED PARENT COMPANY FINANCIAL STATEMENTS

      Effective June 25, 1997, active operations of Sistersville  Bancorp,  Inc.
      were  initiated  with  the  approval  of  the  stock   conversion  of  the
      Association   and   correspondent   purchase  of  all  the  stock  of  the
      wholly-owned  Subsidiary  Bank by the Company,  which  coincided  with the
      initial  public  offering of the Company  stock.  The condensed  financial
      statements of Sistersville Bancorp, Inc.
      are as follows:

                                  BALANCE SHEET
                                 MARCH 31, 1998

ASSETS
      Deposits with Subsidiary Bank                             $      527,559
      Investment in Subsidiary Bank                                  7,988,561
      Investment securities available for sale                       1,460,000
      Loan receivable from ESOP                                        529,140
      Receivable from Subsidiary                                        72,685
      Other assets                                                      34,616
                                                                --------------

                 TOTAL ASSETS                                   $   10,612,561
                                                                ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
      Other liabilities                                         $       31,115
      Shareholders' equity                                          10,581,446
                                                                --------------

                 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $   10,612,561
                                                                ==============

                                      -33-

<PAGE>


                           SISTERSVILLE BANCORP, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997

NOTE 17 - CONDENSED PARENT COMPANY FINANCIAL STATEMENTS (CONTINUED)

                               STATEMENT OF INCOME
                        JUNE 25, 1997, TO MARCH 31, 1998

INCOME
      Interest                                                    $     129,012

OPERATING EXPENSES                                                       49,339

                 Income before income tax and equity
                   in undistributed income of Subsidiary                 79,673

INCOME TAX                                                               29,468

EQUITY IN UNDISTRIBUTED INCOME OF SUBSIDIARY                            238,604
                                                                  -------------

                 NET INCOME                                       $     288,809
                                                                  =============



                             STATEMENT OF CASH FLOWS
                        JUNE 25, 1997, TO MARCH 31, 1998

OPERATING ACTIVITIES
      Net income                                                  $     288,809
      Adjustments to reconcile net income to net cash
        provided by operating activities:
         Undistributed earnings of Subsidiary                          (238,604)
         Investment amortization/accretion, net                          (1,454)
         Increase in other assets                                       (34,616)
         Increase in other liabilities                                   31,115
                                                                  -------------
                 Net cash used in operating activities                   45,250
                                                                  -------------

INVESTING ACTIVITIES
      Investment in Subsidiary                                       (3,097,025)
      Investment purchases                                           (2,459,156)
      Investment maturities                                           1,000,000
                                                                  -------------
                 Net cash used in investing activities               (4,556,181)
                                                                  -------------

FINANCING ACTIVITIES
      Net proceeds from sales of common stock                         5,664,987
      Purchase of treasury stock                                       (529,136)
      Dividends paid                                                    (97,361)
                                                                  -------------
                 Net cash used in financing activities                5,038,490
                                                                  -------------

                 INCREASE IN CASH AND CASH EQUIVALENTS                  527,559

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                               -
                                                                  -------------

CASH AND CASH EQUIVALENTS, END OF YEAR                            $     527,559
                                                                  =============


SUPPLEMENTAL DISCLOSURES
      Income tax payments                                         $      22,000
      Interest paid                                                        -

                                      -34-

<PAGE>
           SISTERSVILLE BANCORP, INC. AND FIRST FEDERAL SAVINGS BANK

CORPORATE OFFICE                             INDEPENDENT AUDITORS
----------------                             --------------------
726 Wells Street                             S.R. Snodgrass, A.C.
Sistersville, WV 26175                       980 National Road
(304) 652-3671                               Wheeling, WV 26003


SPECIAL COUNSEL
---------------
Malizia, Spidi, Sloane and Fisch, P.C.
One Franklin Square
1301 K Street, N.W. Suite 700 East
Washington, D.C.  20005


TRANSFER AGENT
--------------
American Stock Transfer & Trust COmpany
40 Wall Street
New York, NY 10005


SISTERSVILLE BANCORP, INC. AND FIRST FEDERAL SAVINGS BANK
--------------------------------------------------------
BOARD OF DIRECTORS
------------------

Lester C. Doak, Chairman                     Margaret A. Peters
Ellen E. Thistle                             James E. Willison
David W. Miller                              Charles P. LaRue
Guy L. Nichols                               Dorsey R. Ash
Gary L. Ward                                 Stanley M. Kiser


SISTERSVILLE BANCORP, INC. OFFICERS
-----------------------------------

Stanley M. Kiser, President
Cynthia R. Carson, Vice-President & Corporate Secretary
Shelley R. Maxwell, Treasurer


FIRST FEDERAL SAVINGS BANK OFFICERS
-----------------------------------

Stanley M. Kiser, President & CEO
Cynthia R. Carson, Vice-President & Corporate Secretary
Barbara Vincent, Vice-President - Savings
Shelley R. Maxwell, Treasurer
P. Jane Fuchs, Cashier


Sistersville  Bancorp,  Inc.'s  Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1998, as filed with the Securities and Exchange  Commission,  is
available without charge to shareholders  upon written request.  The 1998 Annual
Meeting of  Stockholders  will be held on July 16,  1998,  at 2:00 P.M.,  at the
Wells Inn, 316 Charles Street, Sistersville, West Virginia.

                                      -35-