EXHIBIT 4

OHIO VALLEY BANC CORP.
420 Third Avenue, PO Box 240
Gallipolis, OH  45631
(740) 446-2631

March 16, 2005

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

RE: Ohio Valley Banc Corp.  - Form 10-K for the fiscal year ended  December  31,
2004

Gentlemen:

Ohio Valley Banc Corp., an Ohio corporation ("Ohio Valley"),  is today filing an
Annual  Report on Form 10-K for the fiscal  year ended  December  31,  2004 (the
"Form 10-K"), as executed on March 16, 2005.

Pursuant to the instructions  relating to the Exhibits in Item 601(b)(4)(iii) of
Regulation  S-K,  Ohio  Valley  hereby  agrees to furnish the  Commission,  upon
request, copies of instruments and agreements, defining the rights of holders of
its long-term debt and of the long-term debt of its  consolidated  subsidiaries,
which are not being filed as exhibits to the Form 10-K. Such long-term debt does
not  exceed  10% of  the  total  assets  of  Ohio  Valley  Banc  Corp.  and  its
subsidiaries on a consolidated basis.




Very truly yours,


/s/  Jeffrey E. Smith
--------------------------------
Jeffrey E. Smith
President and CEO
Ohio Valley Banc Corp.