As   filed  with the  Securities  and  Exchange Commission  on March  17,  2008
                                                       Registration No. 33-62010

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

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                              --------------------

                        PRE-EFFECTIVE AMENDMENT NO. 2 TO

                                    FORM S-3

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              --------------------

                             OHIO VALLEY BANC CORP.
             (Exact name of registrant as specified in its charter)

     Ohio                            6022                        31-1359191
(State or other          (Primary Standard Industrial        (I.R.S. Employer
 jurisdiction of          Classification Code Number)        Identification No.)
 incorporation or
 organization)
                                420 Third Avenue
                              Gallipolis, OH 45631
                                 (740) 446-2631

               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                                             With a copy to:

    Jeffrey E. Smith                         Cynthia A. Shafer
    Ohio Valley Banc Corp.                   Vorys, Sater, Seymour and Pease LLP
    420 Third Avenue                         Suite 2000, Atrium Two
    Gallipolis, OH 45631                     221 E. Fourth Street
    (740) 446-2631                           Cincinnati, OH 45202
                                             (513) 723-4009

                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

     Approximate  date of  commencement  of proposed  sale to the  public:  This
post-effective   amendment  deregisters  those  securities  that  remain  unsold
hereunder as of the effective date hereof.

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box.  |_|

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |_|

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the  Securities  Act,  check the following box and
list the Securities Act registration  statement number of the earlier  effective
registration statement for the same offering. |_|

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(d)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|

     If this Form is a registration  statement pursuant General Instruction I.D.
or a  post-effective  amendment  thereto that shall become effective upon filing
with the Commission  pursuant to Rule 462(e) under the Securities Act, check the
following box. |_|

     If this Form is a  post-effective  amendment  to a  registration  statement
filed  pursuant  to  General  Instruction  I.D.  filed  to  register  additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. |_|

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated  filer, a non-accelerated  filer, or a smaller reporting company.
See the  definitions  of "large  accelerated  filer,"  "accelerated  filer"  and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

       Large accelerated filer |_|            Accelerated filer |X|

       Non-accelerated filer |_|              Smaller reporting company |_|

       (Do not check if a smaller reporting company)



                          DEREGISTRATION OF SECURITIES

     In accordance  with the  undertaking of Ohio Valley Banc Corp. set forth in
its Registration Statement on Form S-3 (Reg. No. 33-62010) filed on May 4, 1993,
and as  amended  by a  post-effective  amendment  filed on  August  4, 1997 (the
"Registration Statement"),  Ohio Valley Banc Corp. is filing this Post-Effective
Amendment No. 2 to the  Registration  Statement to deregister  all unsold common
shares,  without par value,  previously  registered  under the Securities Act of
1933  pursuant  to  the  Registration  Statement.   The  Registration  Statement
registered  common shares of Ohio Valley Banc Corp. for purchase by participants
in the Ohio Valley Banc Corp. Dividend  Reinvestment and Employee Stock Purchase
Plan (the "Plan"),  either from  authorized  but unissued  common shares of Ohio
Valley Banc Corp. or from shares purchased by an agent of Ohio Valley Banc Corp.
on the open market.  After adjustment for stock dividends in the nature of stock
splits, 1,627,522 shares were registered.  Of those registered shares, 1,079,228
shares (as  adjusted  for stock  dividends  in the nature of stock  splits) were
purchased by participants in the Plan. Ohio Valley Banc Corp. hereby deregisters
the remaining shares registered but not yet sold pursuant to the Plan.


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies that it has duly caused this post-effective  amendment to registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Gallipolis, State of Ohio, on March 13, 2008.

                                OHIO VALLEY BANC CORP.

                                By: /s/ Jeffrey E. Smith
                                    --------------------
                                    Jeffrey E. Smith, President, Chief Executive
                                      Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                    Title                                Date
---------                    -----                                ----

/s/ Jeffrey E. Smith         President, Chief Executive           March 13, 2008
--------------------         Officer (Principal Executive
Jeffrey E. Smith             Officer), and Director

/s/ Scott W. Shockey         Vice President and Chief             March 13, 2008
---------------------        Financial Officer (Principal
Scott W. Shockey             Financial Officer and Principal
                             Accounting Officer)

/s/ Anna P. Barnitz *
-------------------
Anna P. Barnitz              Director                             March 13, 2008

/s/ Steven B. Chapman *
---------------------
Steven B. Chapman            Director                             March 13, 2008

/s/ Robert E. Daniel *
--------------------
Robert E. Daniel             Director                             March 13, 2008

/s/ Robert H. Eastman *
---------------------
Robert H. Eastman            Director                             March 13, 2008

/s/ Harold A. Howe *
------------------
Harold A. Howe               Director                             March 13, 2008

/s/ Brent A. Saunders *
---------------------
Brent A. Saunders            Director                             March 13, 2008

/s/ Roger D. Williams *
---------------------
Roger D. Williams            Director                             March 13, 2008

/s/ Lannes C. Williamson *
------------------------
Lannes C. Williamson         Director                             March 13, 2008

/s/ Thomas E. Wiseman *
---------------------
Thomas E. Wiseman            Director                             March 13, 2008


*  /s/ Jeffrey E. Smith
   --------------------
   Jeffrey E. Smith
   as attorney-in-fact





                                INDEX TO EXHIBITS
Exhibit
  No.             Description                                    Location
-------           -----------                                    --------
  24              Powers of Attorney                             Filed herewith