<PAGE>
           As filed with the Securities and Exchange Commission on June 25,
          1996

                                             Registration No. 33-          
          ================================================================= 
                                                                          

                          SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, DC 20549
                                      __________

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                      __________

                                    WESBANCO, INC.
                (Exact name of registrant as specified in its charter)

                        WEST VIRGINIA                       55-0571723
               (State or other jurisdiction of           (I.R.S. Employer
               incorporation or organization)           Identification No.)

                        1 BANK PLAZA
                        WHEELING, WV                        26003-3562
          (Address of principal executive offices)          (Zip Code)

                                 WESBANCO, INC. KSOP
                               (Full title of the plan)

                                   EDWARD M. GEORGE
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                    WESBANCO, INC.
                                     1 BANK PLAZA
                               WHEELING, WV  26003-3562
                       (Name and address of agent for service)

                                    (304) 234-9000
            (Telephone number, including area code, of agent for service)

                                       Copy to:

                               J. ROBERT VAN KIRK, ESQ.
                              KIRKPATRICK & LOCKHART LLP
                                 1500 OLIVER BUILDING
                         PITTSBURGH, PENNSYLVANIA 15222-2312
                               (412) 355-6480
<PAGE>
                           CALCULATION OF REGISTRATION FEE

                                    Proposed     Proposed
           Title of                 Maximum      Maximum      Amount of
           Securities   Amount      Offering     Aggregate    Registra-
           to be        to be       Price Per    Offering     tion
           Registered   Registered  Share        Price        Fee

           Common         25,000    $26.75<F1>  $668,750.00  $230.60
           Stock, par      shs.                              
           value
           $2.0833 per
           share

          <F1> Estimated solely for the purpose of calculating the
               registration fee pursuant to Rule 457(h) of the Securities
               Act of 1933, as amended.  The fee is calculated on the basis
               of the average of the high and low sale prices of the
               registrant's Common Stock reported on the Nasdaq National
               Market on June 20, 1996.  
          =================================================================

<PAGE>
                                       PART II


                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


          ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

               The following documents filed by WesBanco, Inc. (the
          "Company" or the "Registrant") with the Securities and Exchange
          Commission (the "Commission") are incorporated by reference into
          this Registration Statement:

               1.   The Company's Annual Report on Form 10-K, filed with
          the Commission for the fiscal year ended December 31, 1995 (File
          No. 0-8467).

               2.   The Company's Quarterly Report on Form 10-Q, filed with
          the Commission for the quarter ended March 31, 1996 (File
          No. 0-8467).

               3.   The Company's Report on Form 8-K filed with the
          Commission on February 20, 1996 (File No. 0-8467).

               4.   The Company's Report on Form 8-K filed with the
          Commission on April 10, 1996 (File No. 0-8467).

               5.   The Company's Report on Form S-4 filed with the
          Commission on May 16, 1996 (File No. 0-8467).

               6.   The Company's Report on Form S-3 filed with the
          Commision on June 20, 1996 (File No. 0-8467).

               7.   The description of the Company's Common Stock contained
          in the Company's Registration Statement on Form 10 filed with the
          Commission under Section 12 of the Securities Exchange Act of
          1934, as amended (the "Exchange Act"), including all amendments
          and reports updating such description.

               The consolidated financial statements that have been
          incorporated into this Registration Statement by reference to the
          Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995, have been so incorporated in reliance upon the
          report of Price Waterhouse LLP, independent accountants, given on
          the authority of said firm as experts in accounting and auditing.

               All documents subsequently filed by the Company with the
          Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
          Exchange Act after the date of this Registration Statement, but
          prior to the filing of a post-effective amendment to this
          Registration Statement which indicates that all securities
          offered by this Registration Statement have been sold or which

                                        II - 1
<PAGE>

          deregisters all such securities then remaining unsold, shall be
          deemed to be incorporated by reference into this Registration
          Statement.  Each document incorporated by reference into this
          Registration Statement shall be deemed to be a part of this
          Registration Statement from the date of the filing of such
          document with the Commission until the information contained
          therein is superseded or updated by any subsequently filed
          document which is incorporated by reference into this
          Registration Statement or by any document which constitutes part
          of the prospectus relating to the Plan meeting the requirements
          of Section 10(a) of the Securities Act of 1933, as amended (the
          "Securities Act").


          ITEM 4.  DESCRIPTION OF SECURITIES.

               The class of securities to be offered under this
          Registration Statement is registered under Section 12(g) of the
          Exchange Act.


          ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Inapplicable. 


          ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               West Virginia Code Section 31-1-9, as amended, provides that
          the Company may indemnify directors and officers against
          liabilities that they may incur in such capacities provided that
          certain standards are met, including good faith and the belief
          that the particular action taken was in, or not opposed, to the
          best interests of the Company.  In general, the power to
          indemnify does not exist in the case of actions against a
          director or officer by or in the right of the Company if the
          person entitled to indemnification shall have been adjudicated to
          be liable for negligence or misconduct in the performance of his
          duty to the Company unless, and only to the extent that the court
          in which the suit was brought determines, upon application, that
          despite the adjudication of liability, the officer or director is
          fairly and reasonably entitled to indemnity for such expenses. 
          Section 31-1-9(c) provides that if the director or officer is
          successful on the merits or otherwise in the defense of the
          action, he shall be indemnified.  Section 31-1-9(f) provides that
          the foregoing provisions shall not be deemed exclusive of any
          other rights to which a person seeking indemnification may be
          entitled under any articles, bylaws or any contract.

               The Amended and Restated Bylaws of the Company provide for
          the mandatory indemnification of directors and officers, whether
          or not then in office, against all costs and expenses reasonably

                                        II - 2
<PAGE>

          incurred or imposed in connection with or resulting from being or
          having been a director or officer of the Company, or any other
          company which he served at the request of the Company, to the
          extent provided by the West Virginia Code.  The Company has
          purchased directors' and officers' liability insurance covering
          certain liabilities which may be incurred by the officers and
          directors.


          ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

               Inapplicable.


          ITEM 8.  EXHIBITS.

               The following exhibits are filed herewith or incorporated by
          reference as part of this Registration Statement:

          EXHIBIT
            NO.                        DESCRIPTION

            4.1       Restated Articles of Incorporation of the
                      Company (incorporated by reference to
                      Exhibit 3.1 to the Registration Statement on
                      Form S-4 of the Company dated May 16, 1996)
                      (No. 33-03905).

            4.2       Amended and Restated By-Laws of the Company.

            4.3       The Company's Amended and Restated KSOP.

            5.1       Opinion of Kirkpatrick & Lockhart LLP as to
                      the legality of the shares being registered.

            23.1      Consent of Price Waterhouse LLP, independent
                      accountants.

            23.2      Consent of Kirkpatrick & Lockhart LLP
                      (included in opinion filed as Exhibit 5.1).

            24.1      Power of Attorney.

          ITEM 9.  UNDERTAKINGS.


               (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration
          statement:

                          (i)  To include any prospectus required by
                    Section 10(a)(3) of the Securities Act;

                                        II - 3
<PAGE>

                         (ii)  To reflect in the prospectus any facts or
                    events arising after the effective date of the
                    registration statement (or the most recent post-
                    effective amendment thereof) which, individually or in
                    the aggregate, represent a fundamental change in the
                    information set forth in the registration statement;

                        (iii)  To include any material information with
                    respect to the plan of distribution not previously
                    disclosed in the registration statement or any material
                    change to such information in the registration
                    statement;

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
               do not apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the registrant pursuant to Section
               13 or Section 15(d) of the Securities Exchange Act of 1934
               that are incorporated by reference in the Registration
               Statement.

               (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-effective
          amendment shall be deemed to be a new registration statement
          relating to the securities offered therein, and the offering of
          such securities at that time shall be deemed to be the initial
          bona fide offering thereof.

               (3)  To remove from registration by means of a post-
          effective amendment any of the securities being registered which
          remain unsold at the termination of the offering.

               (b)  The undersigned Registrant hereby undertakes that, for
          purposes of determining any liability under the Securities Act of
          1933, each filing of the Registrant's annual report pursuant to
          Section 13(a) or Section 15(d) of the Securities Exchange Act of
          1934 that is incorporated by reference in the registration
          statement shall be deemed to be a new registration statement
          relating to the securities offered therein, and the offering of
          such securities at that time shall be deemed to be the initial
          bona fide offering thereof.

                                        * * *

               (h)  Insofar as indemnification for liabilities arising
          under the Securities Act of 1933 may be permitted to directors,
          officers and controlling persons of the Registrant pursuant to
          the foregoing provisions, or otherwise, the Registrant has been
          advised that in the opinion of the Securities and Exchange
          Commission such indemnification is against public policy as
          expressed in the Act and is, therefore, unenforceable.  In the
          event that a claim for indemnification against such liabilities

                                        II - 4

<PAGE>

          (other than the payment by the Registrant of expenses incurred or
          paid by a director, officer or controlling person of the
          Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such
          indemnification by it is against public policy as expressed in
          the Act and will be governed by the final adjudication of such
          issue.










































                                        II - 5
<PAGE>
                                     SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933,
          as amended (the "Securities Act"), the Registrant certifies that
          it has reasonable grounds to believe that it meets all of the
          requirements for filing on Form S-8 and has duly caused this
          Registration Statement to be signed on its behalf by the
          undersigned, thereunto duly authorized, in the City of Wheeling,
          State of West Virginia, on this 21st day of June, 1996.

                                        WesBanco, Inc.


                                        By: /s/ Edward M. George
                                            ------------------------
                                            Edward M. George
                                            President and Chief
                                              Executive Officer
                                            (Principal Executive Officer)


                                        By: /s/ Paul M. Limbert
                                            ------------------------
                                            Paul M. Limbert
                                            Executive Vice President and
                                              Chief Financial Officer 
                                            (Principal Financial and
                                              Accounting Officer)


               Pursuant to the requirements of the Securities Act, this
          report has been signed below by the following persons on behalf
          of the registrant and in the capacities indicated, on this 21st
          day of June, 1996.


                                        By: /s/ James C. Gardill
                                            ------------------------
                                            James C. Gardill
                                            Chairman of the Board


               The Directors of WesBanco (listed on the following page)
          executed a power of attorney appointing James C. Gardill their
          attorney-in-fact, empowering him to sign this report on their
          behalf.


                                        By: /s/ James C. Gardil
                                            ------------------------
                                            James C. Gardill
                                            Attorney-in-Fact

                                        II - 6
<PAGE>

          James E. Altmeyer
          Charles J. Bradfield
          Ray A. Byrd
          Christopher V. Criss
          Stephen F. Decker
          James C. Gardill
          Edward M. George
          Roland L. Hobbs
          John W. Kepner
          Frank R. Kerekes
          Walter W. Knauss, Jr.
          Robert H. Martin
          Joan C. Stamp
          Thomas L. Thomas
          John A. Welty
          William E. Witschey




































                                        II - 7
<PAGE>

                                    EXHIBIT INDEX
 
                                                     SEQUENTIAL
          EXHIBIT                                        PAGE 
            NO.               DESCRIPTION               NUMBER

            4.2       Amended and Restated Bylaws          8
                      of the Company

            4.3       The Company's Amended and           18
                      Restated KSOP.

            5.1       Opinion of Kirkpatrick &           146
                      Lockhart LLP as to the
                      legality of the shares being
                      registered.

            23.1      Consent of Price Waterhouse        148
                      LLP, independent
                      accountants.

            23.3      Consent of Kirkpatrick &
                      Lockhart LLP (included in
                      opinion filed as Exhibit
                      5.1).

            24.1      Power of Attorney.                 149




























                                        II - 8
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18911}]
{"company-data": {"conformed-name": "WESBANCO INC", "cik": "0000203596", "assigned-sic": "6022", "irs-number": "550571723", "state-of-incorporation": "WV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06741", "film-number": "96585121"}, "business-address": {"street1": "ONE BANK PLZ", "city": "WHEELING", "state": "WV", "zip": "26003", "phone": "3042349000"}, "mail-address": {"street1": "ONE BANK PLZ", "city": "WHEELING", "state": "WV", "zip": "26003"}}
As filed with the Securities and Exchange Commission on June 25,
          1996

                                             Registration No. 33-          
          ================================================================= 
                                                                          

                          SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, DC 20549
                                      __________

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                      __________

                                    WESBANCO, INC.
                (Exact name of registrant as specified in its charter)

                        WEST VIRGINIA                       55-0571723
               (State or other jurisdiction of           (I.R.S. Employer
               incorporation or organization)           Identification No.)

                        1 BANK PLAZA
                        WHEELING, WV                        26003-3562
          (Address of principal executive offices)          (Zip Code)

                                 WESBANCO, INC. KSOP
                               (Full title of the plan)

                                   EDWARD M. GEORGE
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                    WESBANCO, INC.
                                     1 BANK PLAZA
                               WHEELING, WV  26003-3562
                       (Name and address of agent for service)

                                    (304) 234-9000
            (Telephone number, including area code, of agent for service)

                                       Copy to:

                               J. ROBERT VAN KIRK, ESQ.
                              KIRKPATRICK & LOCKHART LLP
                                 1500 OLIVER BUILDING
                         PITTSBURGH, PENNSYLVANIA 15222-2312
                               (412) 355-6480
CALCULATION OF REGISTRATION FEE

                                    Proposed     Proposed
           Title of                 Maximum      Maximum      Amount of
           Securities   Amount      Offering     Aggregate    Registra-
           to be        to be       Price Per    Offering     tion
           Registered   Registered  Share        Price        Fee

           Common         25,000    $26.75
$668,750.00  $230.60
           Stock, par      shs.                              
           value
           $2.0833 per
           share
Estimated solely for the purpose of calculating the
               registration fee pursuant to Rule 457(h) of the Securities
               Act of 1933, as amended.  The fee is calculated on the basis
               of the average of the high and low sale prices of the
               registrant's Common Stock reported on the Nasdaq National
               Market on June 20, 1996.  
          =================================================================
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

               The following documents filed by WesBanco, Inc. (the
          "Company" or the "Registrant") with the Securities and Exchange
          Commission (the "Commission") are incorporated by reference into
          this Registration Statement:

               1.   The Company's Annual Report on Form 10-K, filed with
          the Commission for the fiscal year ended December 31, 1995 (File
          No. 0-8467).

               2.   The Company's Quarterly Report on Form 10-Q, filed with
          the Commission for the quarter ended March 31, 1996 (File
          No. 0-8467).

               3.   The Company's Report on Form 8-K filed with the
          Commission on February 20, 1996 (File No. 0-8467).

               4.   The Company's Report on Form 8-K filed with the
          Commission on April 10, 1996 (File No. 0-8467).

               5.   The Company's Report on Form S-4 filed with the
          Commission on May 16, 1996 (File No. 0-8467).

               6.   The Company's Report on Form S-3 filed with the
          Commision on June 20, 1996 (File No. 0-8467).

               7.   The description of the Company's Common Stock contained
          in the Company's Registration Statement on Form 10 filed with the
          Commission under Section 12 of the Securities Exchange Act of
          1934, as amended (the "Exchange Act"), including all amendments
          and reports updating such description.

               The consolidated financial statements that have been
          incorporated into this Registration Statement by reference to the
          Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995, have been so incorporated in reliance upon the
          report of Price Waterhouse LLP, independent accountants, given on
          the authority of said firm as experts in accounting and auditing.

               All documents subsequently filed by the Company with the
          Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
          Exchange Act after the date of this Registration Statement, but
          prior to the filing of a post-effective amendment to this
          Registration Statement which indicates that all securities
          offered by this Registration Statement have been sold or which

                                        II - 1
deregisters all such securities then remaining unsold, shall be
          deemed to be incorporated by reference into this Registration
          Statement.  Each document incorporated by reference into this
          Registration Statement shall be deemed to be a part of this
          Registration Statement from the date of the filing of such
          document with the Commission until the information contained
          therein is superseded or updated by any subsequently filed
          document which is incorporated by reference into this
          Registration Statement or by any document which constitutes part
          of the prospectus relating to the Plan meeting the requirements
          of Section 10(a) of the Securities Act of 1933, as amended (the
          "Securities Act").

          ITEM 4.  DESCRIPTION OF SECURITIES.

               The class of securities to be offered under this
          Registration Statement is registered under Section 12(g) of the
          Exchange Act.

          ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Inapplicable. 

          ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               West Virginia Code Section 31-1-9, as amended, provides that
          the Company may indemnify directors and officers against
          liabilities that they may incur in such capacities provided that
          certain standards are met, including good faith and the belief
          that the particular action taken was in, or not opposed, to the
          best interests of the Company.  In general, the power to
          indemnify does not exist in the case of actions against a
          director or officer by or in the right of the Company if the
          person entitled to indemnification shall have been adjudicated to
          be liable for negligence or misconduct in the performance of his
          duty to the Company unless, and only to the extent that the court
          in which the suit was brought determines, upon application, that
          despite the adjudication of liability, the officer or director is
          fairly and reasonably entitled to indemnity for such expenses. 
          Section 31-1-9(c) provides that if the director or officer is
          successful on the merits or otherwise in the defense of the
          action, he shall be indemnified.  Section 31-1-9(f) provides that
          the foregoing provisions shall not be deemed exclusive of any
          other rights to which a person seeking indemnification may be
          entitled under any articles, bylaws or any contract.

               The Amended and Restated Bylaws of the Company provide for
          the mandatory indemnification of directors and officers, whether
          or not then in office, against all costs and expenses reasonably

                                        II - 2
incurred or imposed in connection with or resulting from being or
          having been a director or officer of the Company, or any other
          company which he served at the request of the Company, to the
          extent provided by the West Virginia Code.  The Company has
          purchased directors' and officers' liability insurance covering
          certain liabilities which may be incurred by the officers and
          directors.

          ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

               Inapplicable.

          ITEM 8.  EXHIBITS.

               The following exhibits are filed herewith or incorporated by
          reference as part of this Registration Statement:

          EXHIBIT
            NO.                        DESCRIPTION

            4.1       Restated Articles of Incorporation of the
                      Company (incorporated by reference to
                      Exhibit 3.1 to the Registration Statement on
                      Form S-4 of the Company dated May 16, 1996)
                      (No. 33-03905).

            4.2       Amended and Restated By-Laws of the Company.

            4.3       The Company's Amended and Restated KSOP.

            5.1       Opinion of Kirkpatrick & Lockhart LLP as to
                      the legality of the shares being registered.

            23.1      Consent of Price Waterhouse LLP, independent
                      accountants.

            23.2      Consent of Kirkpatrick & Lockhart LLP
                      (included in opinion filed as Exhibit 5.1).

            24.1      Power of Attorney.

          ITEM 9.  UNDERTAKINGS.

               (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration
          statement:

                          (i)  To include any prospectus required by
                    Section 10(a)(3) of the Securities Act;

                                        II - 3
(ii)  To reflect in the prospectus any facts or
                    events arising after the effective date of the
                    registration statement (or the most recent post-
                    effective amendment thereof) which, individually or in
                    the aggregate, represent a fundamental change in the
                    information set forth in the registration statement;

                        (iii)  To include any material information with
                    respect to the plan of distribution not previously
                    disclosed in the registration statement or any material
                    change to such information in the registration
                    statement;

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
               do not apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the registrant pursuant to Section
               13 or Section 15(d) of the Securities Exchange Act of 1934
               that are incorporated by reference in the Registration
               Statement.

               (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-effective
          amendment shall be deemed to be a new registration statement
          relating to the securities offered therein, and the offering of
          such securities at that time shall be deemed to be the initial
          bona fide offering thereof.

               (3)  To remove from registration by means of a post-
          effective amendment any of the securities being registered which
          remain unsold at the termination of the offering.

               (b)  The undersigned Registrant hereby undertakes that, for
          purposes of determining any liability under the Securities Act of
          1933, each filing of the Registrant's annual report pursuant to
          Section 13(a) or Section 15(d) of the Securities Exchange Act of
          1934 that is incorporated by reference in the registration
          statement shall be deemed to be a new registration statement
          relating to the securities offered therein, and the offering of
          such securities at that time shall be deemed to be the initial
          bona fide offering thereof.

                                        * * *

               (h)  Insofar as indemnification for liabilities arising
          under the Securities Act of 1933 may be permitted to directors,
          officers and controlling persons of the Registrant pursuant to
          the foregoing provisions, or otherwise, the Registrant has been
          advised that in the opinion of the Securities and Exchange
          Commission such indemnification is against public policy as
          expressed in the Act and is, therefore, unenforceable.  In the
          event that a claim for indemnification against such liabilities

                                        II - 4
(other than the payment by the Registrant of expenses incurred or
          paid by a director, officer or controlling person of the
          Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such
          indemnification by it is against public policy as expressed in
          the Act and will be governed by the final adjudication of such
          issue.

                                        II - 5
SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933,
          as amended (the "Securities Act"), the Registrant certifies that
          it has reasonable grounds to believe that it meets all of the
          requirements for filing on Form S-8 and has duly caused this
          Registration Statement to be signed on its behalf by the
          undersigned, thereunto duly authorized, in the City of Wheeling,
          State of West Virginia, on this 21st day of June, 1996.

                                        WesBanco, Inc.

                                        By: /s/ Edward M. George
                                            ------------------------
                                            Edward M. George
                                            President and Chief
                                              Executive Officer
                                            (Principal Executive Officer)

                                        By: /s/ Paul M. Limbert
                                            ------------------------
                                            Paul M. Limbert
                                            Executive Vice President and
                                              Chief Financial Officer 
                                            (Principal Financial and
                                              Accounting Officer)

               Pursuant to the requirements of the Securities Act, this
          report has been signed below by the following persons on behalf
          of the registrant and in the capacities indicated, on this 21st
          day of June, 1996.

                                        By: /s/ James C. Gardill
                                            ------------------------
                                            James C. Gardill
                                            Chairman of the Board

               The Directors of WesBanco (listed on the following page)
          executed a power of attorney appointing James C. Gardill their
          attorney-in-fact, empowering him to sign this report on their
          behalf.

                                        By: /s/ James C. Gardil
                                            ------------------------
                                            James C. Gardill
                                            Attorney-in-Fact

                                        II - 6
James E. Altmeyer
          Charles J. Bradfield
          Ray A. Byrd
          Christopher V. Criss
          Stephen F. Decker
          James C. Gardill
          Edward M. George
          Roland L. Hobbs
          John W. Kepner
          Frank R. Kerekes
          Walter W. Knauss, Jr.
          Robert H. Martin
          Joan C. Stamp
          Thomas L. Thomas
          John A. Welty
          William E. Witschey

                                        II - 7
EXHIBIT INDEX
 
                                                     SEQUENTIAL
          EXHIBIT                                        PAGE 
            NO.               DESCRIPTION               NUMBER

            4.2       Amended and Restated Bylaws          8
                      of the Company

            4.3       The Company's Amended and           18
                      Restated KSOP.

            5.1       Opinion of Kirkpatrick &           146
                      Lockhart LLP as to the
                      legality of the shares being
                      registered.

            23.1      Consent of Price Waterhouse        148
                      LLP, independent
                      accountants.

            23.3      Consent of Kirkpatrick &
                      Lockhart LLP (included in
                      opinion filed as Exhibit
                      5.1).

            24.1      Power of Attorney.                 149

                                        II - 8