As filed with the Securities and Exchange Commission on August 7, 2003
                                                    Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 Identification No.)
  incorportion or organization)

         One Bank Plaza
     Wheeling, West Virginia                                 26003
(Address of principal executive offi                       (Zip Code)


                                 WESBANCO, INC.
                                  KEY EXECUTIVE
                          INCENTIVE BONUS & OPTION PLAN
                            (Full title of the plan)

                                 Paul M. Limbert
                      President and Chief Executive Officer
                                 One Bank Plaza
                               Wheeling, WV 26003
                     (Name and address of agent for service)

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

                                 With Copies To:

James C. Gardill, Esquire                            J. Robert Van Kirk, Esquire
Phillips, Gardill, Kaiser & Altmeyer, PLLC           Kirkpatrick & Lockhart LLP
61 Fourteenth Street                                 Henry W. Oliver Building
Wheeling, WV  26003                                  535 Smithfield Street
(304) 232-6810                                       Pittsburgh, PA 15222
                                                     (412) 355-6500
<PAGE>

<TABLE>
<CAPTION>
<S>                                <C>                 <C>                   <C>                           <C>

                         CALCULATION OF REGISTRATION FEE

==========================================================================================================================
           Title of                                    Proposed maximum       Proposed maximum             Amount of
          securities               Amount to be         offering price            aggregate               registration
       to be registered             registered           per share(1)         offering price(1)               fee

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

Common Stock, $2.0833 par           1,000,000               $24.20               $24,200,000               $1,957.80
value per share


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

</TABLE>


     (1) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule  457(h)(1) and Rule 457(c) under the Securities Act of 1933, as
amended.  The fee is  calculated on the basis of the average of the high and low
prices for the Registrant's  Common Stock,  $2.0833 par value per share ("Common
Stock"),   reported   on  the   NASDAQ   Stock   Market  on   August  5,   2003.
--------------------------------------------------------------------------------


<PAGE>

                                     PART II

                           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     Item 3. Incorporation of Documents by Reference.

          The following  documents  filed by the Registrant  with the Securities
and Exchange  Commission (the "Commission")  pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated by reference into
this Registration Statement: (i) the Registrant's Annual Report on Form 10-K for
the  fiscal  year  ended  December  31,  2002  (File  No.  000-08467);  (ii) the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003;
(iii) the  Registrant's  Current  Reports  on Form 8-K filed on April 18,  2003,
April 22, 2003,  July 1, 2003 and July 18, 2003; and (iv) the description of the
Registrant's Common Stock contained in the Registrant's  Registration  Statement
on Form 8-A filed on May 2, 1977, as amended on June 10, 1977.

          All documents subsequently filed by the Registrant 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 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  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 WesBanco, Inc. Key Executive Incentive Bonus & Option
Plan (the "Plan")  meeting the  requirements  of Section 10(a) of the Securities
Act of 1933, as amended.

     Item 4. Description of Securities.

          The  shares of Common  Stock to be  offered  under  this  Registration
Statement are registered under Section 12 of the Exchange Act.


     Item 5. Interests of Named Experts and Counsel

          James  C.  Gardill  is  Chairman  of the  Board  of  Directors  of the
Registrant  and a  partner  at the  law  firm of  Phillips,  Gardill,  Kaiser  &
Altmeyer,  PLLC, which regularly  renders legal services to the Registrant.  Mr.
Gardill  rendered  a legal  opinion  as to the  legality  of the  shares  of the
Registrant's  Common Stock being registered under this  Registration  Statement,
which is attached to this Registration as Exhibit 5.1. As Chairman of the Board,
Mr. Gardill  participates  in the WesBanco,  Inc. and Affiliate  Banks Directors
Deferred  Compensation  Plan and owns 55,376 shares of the  Registrant's  Common
Stock.


     Item 6. Indemnification of Directors and Officers.


          The Registrant's Bylaws provide, and West Virginia law permits (W. Va.
Code  ss.31D-8-851 et. seq.),  the  indemnification  of directors,  officers and
controlling stockholders against certain liabilities.  Officers and directors of
the Registrant and its subsidiaries are indemnified  generally  against expenses
reasonably  incurred  in  connection  with  proceedings  in which  they are made
parties by reason of their  being or having  been  directors  or officers of the
corporation,  except (i) in  relation  to matters as to which a recovery  may be
obtained  by reason


                                      II-1
<PAGE>


of an officer or director having been finally  adjudged  derelict in such action
or proceeding in the  performance of his duties or (ii) for liabilities or legal
expenses arising out of any administrative proceeding brought by the appropriate
federal  banking  agency  resulting in a final order or  settlement in which the
officer or director is assessed a civil monetary penalty,  removed or prohibited
from  banking,  or required to cease an action or take any  affirmative  action,
including making restitution, with respect to the Registrant.


          A. Article VI of the Bylaws of the  Registrant  contains the following
indemnification provisions:


Indemnification of Directors and Officers

          Section 1. Each  Director and officer,  whether or not then in office,
shall  be  indemnified  by  the  corporation  against  all  costs  and  expenses
reasonably incurred by and imposed upon him in connection with or resulting from
any action, suit or proceeding, to which he may be made a party by reason of his
being or having been a director or officer of the  corporation,  or of any other
company which he served at the request of the corporation, except in relation to
matters as to which a recovery  shall be had against him by reason of his having
been finally  adjudged  derelict in such  action,  suit or  proceeding,  in that
performance of his duties as such Director or officer,  and the foregoing  right
of  indemnification  shall not be  exclusive  of other rights to which he may be
entitled as a matter of law.


          Section 2. Notwithstanding the provisions of Section 1 of this Article
VI,  an   "institution-affiliated   party"   may  not   receive  a   "prohibited
indemnification  payment" which is defined as any payment or agreement to make a
payment  by  the  corporation  to an  institution-affiliated  party  to  pay  or
reimburse such person for any liability or legal expenses in any  administrative
proceeding  brought by the appropriate  federal banking agency that results in a
final order or settlement in which the institution- affiliated party is assessed
a civil money penalty,  is removed or prohibited from banking, or is required to
cease an action or take any affirmative  action,  including making  restitution,
with respect to the corporation.


          Section 3. The corporation may purchase commercial  insurance to cover
certain costs that the corporation incurs under the  indemnification  provisions
of  Section 1 of this  Article  VI.  Costs  that may be  covered  include  legal
expenses  and  restitution  that an  individual  may be  ordered  to make to the
corporation.   Such   insurance   may  not,   however,   pay  or   reimburse  an
institution-affiliated  party  for any final  judgment  or civil  money  penalty
assessed against such individual.


          Section  4. The  corporation  may  make or agree to make a  reasonable
indemnification  payment if all of the  following  conditions  are met:  (i) the
corporation's   board   of   directors    determines   in   writing   that   the
institution-affiliated  party acted in good faith and the best  interests of the
corporation;  (ii) the board of directors  determines  that the payment will not
materially affect the corporation's safety and soundness; (iii) the payment does
not fall within the definition of a prohibited indemnification payment; and (iv)
the institution-affiliated party agrees in writing to reimburse the corporation,
to the extent not covered by  permissible  insurance,  for payments  made in the
event that the  administrative  action results in a final order or settlement in
which the  institution-affiliated  party is assessed a civil money  penalty,  is
removed or prohibited  from  banking,  or is required,  under a final order,  to
cease an action or take any affirmative action.


For purposes of Article VI, the term "  institution-affiliated  party"  includes
any officer, director,  employee and controlling stockholder,  as well as others
that participate in the affairs of the Registrant.


          B. West Virginia  Corporation Law, W. Va. Code s.s.  31D-8-851 through
31D-8-856 provides:


ss.31D-8-851. Permissible indemnification.

          (a) Except as otherwise  provided in this section,  a corporation  may
indemnify an  individual  who is a party to a proceeding  because he or she is a
director against liability incurred in the proceeding if:



                                      II-2
<PAGE>

               (1)  (A) He or she  conducted  himself or herself in good  faith;
and

                    (B) He or she  reasonably  believed:  (i)  In  the  case  of
conduct in his or her official capacity, that his or her conduct was in the best
interests  of the  corporation;  and (ii) in all  other  cases,  that his or her
conduct was at least not opposed to the best interests of the corporation; and

                    (C) In the case of any criminal proceeding, he or she had no
reasonable cause to believe his or her conduct was unlawful; or

               (2)  He  or  she   engaged   in   conduct   for   which   broader
indemnification has been made permissible or obligatory under a provision of the
articles of  incorporation  as authorized by subdivision  (5),  subsection  (b),
section two hundred two, article two of this chapter.

          (b) A director's  conduct with respect to an employee benefit plan for
a  purpose  he or  she  reasonably  believed  to  be in  the  interests  of  the
participants  in, and the  beneficiaries  of, the plan is conduct that satisfies
the requirement of subparagraph (ii), paragraph (B), subdivision (1), subsection
(a) of this section.

          (c) The termination of a proceeding by judgment,  order, settlement or
conviction,  or  upon a plea  of  nolo  contendere  or  its  equivalent,  is not
determinative  that the director  did not meet the relevant  standard of conduct
described in this section.

          (d) Unless ordered by a court under  subdivision (3),  subsection (a),
section  eight  hundred  fifty-four  of  this  article,  a  corporation  may not
indemnify a director:

               (1) In  connection  with a  proceeding  by or in the right of the
corporation,  except for  reasonable  expenses  incurred in connection  with the
proceeding if it is determined  that the director has met the relevant  standard
of conduct under subsection (a) of this section; or

               (2) In connection with any proceeding with respect to conduct for
which he or she was  adjudged  liable on the  basis  that he or she  received  a
financial benefit to which he or she was not entitled,  whether or not involving
action in his or her official capacity.

ss.31D-8-852. Mandatory Indemnification.

     A corporation must indemnify a director who was wholly  successful,  on the
merits or otherwise,  in the defense of any  proceeding to which he or she was a
party  because he or she was a director of the  corporation  against  reasonable
expenses incurred by him or her in connection with the proceeding.

ss.31D-8-853. Advance for expenses.

          (a) A  corporation  may,  before final  disposition  of a  proceeding,
advance  funds to pay for or reimburse  the  reasonable  expenses  incurred by a
director who is a party to a proceeding because he or she is a director if he or
she delivers to the corporation:

               (1) A written affirmation of his or her good faith belief that he
or she has met the  relevant  standard  of conduct  described  in section  eight
hundred  fifty-one of this article or that the proceeding  involves  conduct for
which  liability  has been  eliminated  under a  provision  of the  articles  of
incorporation  as authorized by subdivision  (4),  subsection  (b),  section two
hundred two, article two of this chapter; and


                                      II-3
<PAGE>


               (2) His or her written undertaking to repay any funds advanced if
he or she is not  entitled to  mandatory  indemnification  under  section  eight
hundred fifty-two of this article and it is ultimately  determined under section
eight hundred  fifty-four or eight hundred fifty-five of this article that he or
she has not met the  relevant  standard of conduct  described  in section  eight
hundred fifty-one of this article.

          (b) The  undertaking  required by subdivision  (2),  subsection (a) of
this section must be an unlimited  general  obligation  of the director but need
not be secured and may be accepted without reference to the financial ability of
the director to make repayment.

         (c) Authorizations under this section are to be made:

               (1) By the board of directors:

                    (A) If there are two or more disinterested  directors,  by a
majority vote of all the disinterested  directors, a majority of whom constitute
a quorum for this purpose, or by a majority of the members of a committee of two
or more disinterested directors appointed by a vote; or

                    (B) If there are fewer than two disinterested  directors, by
the vote necessary for action by the board in accordance  with  subsection  (c),
section  eight  hundred  twenty-four  of this  article  in  which  authorization
directors who do not qualify as disinterested directors may participate; or

               (2) By the  shareholders,  but shares owned by or voted under the
control  of a  director  who at the time  does not  qualify  as a  disinterested
director may not be voted on the authorization; or

               (3) By special legal  counsel  selected in a manner in accordance
with subdivision (2),  subsection (b), section eight hundred  fifty-five of this
article.

ss.31D-8-854. Circuit court-ordered indemnification and advance for expenses.

          (a) A director who is a party to a  proceeding  because he or she is a
director may apply for indemnification or an advance for expenses to the circuit
court  conducting  the  proceeding  or to  another  circuit  court of  competent
jurisdiction.  After  receipt of an  application  and after giving any notice it
considers necessary, the circuit court shall:

               (1) Order  indemnification  if the circuit court  determines that
the  director is entitled  to  mandatory  indemnification  under  section  eight
hundred fifty-two of this article;


               (2) Order  indemnification or advance for expenses if the circuit
court determines that the director is entitled to indemnification or advance for
expenses  pursuant to a provision  authorized by subsection  (a),  section eight
hundred fifty-eight of this article; or

               (3) Order  indemnification or advance for expenses if the circuit
court determines, in view of all the relevant circumstances, that it is fair and
reasonable:

                    (A) To indemnify the director; or

                    (B) To advance  expenses to the director,  even if he or she
has not met the  relevant  standard  of  conduct  set forth in  subsection  (a),
section eight hundred  fifty-one of this article,  failed to comply with section
eight hundred fifty-three of this article or was adjudged liable in a proceeding
referred to in subdivision



                                      II-4
<PAGE>


(1) or (2), subsection (d), section eight hundred fifty-one of this article, but
if he or she was adjudged so liable his or her  indemnification is to be limited
to reasonable expenses incurred in connection with the proceeding.

          (b) If the circuit court  determines  that the director is entitled to
indemnification  under  subdivision  (1),  subsection  (a) of this section or to
indemnification   or  advance  for  expenses  under   subdivision  (2)  of  said
subsection, it shall also order the corporation to pay the director's reasonable
expenses   incurred  in  connection   with   obtaining   circuit   court-ordered
indemnification  or advance for expenses.  If the circuit court  determines that
the  director is  entitled to  indemnification  or advance  for  expenses  under
subdivision (3) of said subsection, it may also order the corporation to pay the
director's reasonable expenses to obtain circuit  court-ordered  indemnification
or advance for expenses.

ss.31D-8-855. Determination and authorization of indemnification.

          (a) A  corporation  may not  indemnify a director  under section eight
hundred  fifty-one of this article unless  authorized for a specific  proceeding
after a  determination  has been made that  indemnification  of the  director is
permissible because he or she has met the relevant standard of conduct set forth
in section eight hundred fifty-one of this article.

          (b) The determination is to be made:

               (1) If  there  are two or more  disinterested  directors,  by the
board of  directors by a majority  vote of all the  disinterested  directors,  a
majority of whom  constitute a quorum for this purpose,  or by a majority of the
members of a committee  of two or more  disinterested  directors  appointed by a
vote;

               (2) By special legal counsel:

                    (A) Selected in the manner  prescribed in subdivision (1) of
this subsection; or

                    (B) If there are  fewer  than two  disinterested  directors,
selected  by the board of  directors  in which  selection  directors  who do not
qualify as disinterested directors may participate; or

               (3) By the  shareholders,  but shares owned by or voted under the
control  of a  director  who at the time  does not  qualify  as a  disinterested
director may not be voted on the determination.

          (c) Authorization of  indemnification is to be made in the same manner
as the determination that  indemnification is permissible,  except that if there
are fewer than two  disinterested  directors or if the  determination is made by
special legal counsel,  authorization of  indemnification is to be made by those
entitled under paragraph (B), subdivision (2), subsection (b) of this section to
select special legal counsel.

ss.31D-8-856. Indemnification of officers.

          (a) A corporation  may indemnify and advance  expenses under this part
to an officer of the  corporation  who is a party to a proceeding  because he or
she is an officer of the corporation:

               (1) To the same extent as a director; and

               (2) If he or she is an officer but not a  director,  to a further
extent as may be  provided  by the  articles of  incorporation,  the  bylaws,  a
resolution of the board of directors or contract except for:

                    (A) Liability in  connection  with a proceeding by or in the
right  of the  corporation  other  than  for  reasonable  expenses  incurred  in
connection with the proceeding; or


                                      II-5
<PAGE>



                    (B) Liability arising out of conduct that constitutes:

                         (i)  Receipt  by him or her of a  financial  benefit to
which he or she is not entitled;

                         (ii)  An   intentional   infliction   of  harm  on  the
corporation or the shareholders; or

                         (iii) An intentional violation of criminal law.

          (b) The provisions of subdivision (2),  subsection (a) of this section
apply to an officer  who is also a  director  if the basis on which he or she is
made a party to the proceeding is an act or omission solely as an officer.

          (c) An officer of a  corporation  who is not a director is entitled to
mandatory  indemnification under section eight hundred fifty-two of this article
and may apply to a court under section eight hundred  fifty-four of this article
for  indemnification  or an advance for expenses in each case to the same extent
to which a director may be entitled to  indemnification  or advance for expenses
under those provisions.

     Certain  rules of the  Federal  Deposit  Insurance  Corporation  limit  the
ability  of  certain  depository  institutions,  their  subsidiaries  and  their
affiliated  depository  institution  holding  companies to indemnify  affiliated
parties,  including institution directors. In general, subject to the ability to
purchase   directors'   and  officers'   liability   insurance  and  to  advance
professional  expenses  under  certain  circumstances,  the rules  prohibit such
institutions from indemnifying a director for certain costs incurred with regard
to an  administrative  or enforcement  action  commenced by any federal  banking
agency  that  results  in a final  order or  settlement  pursuant  to which  the
director is assessed a civil money penalty, removed from office, prohibited from
participating in the affairs of an insured depository institution or required to
cease and desist from or take an affirmative action described in Section 8(b) of
the Federal Deposit Insurance Act (12 U.S.C. $ 1818(b)).


     Wesbanco does provide  indemnity  insurance to its officers and  directors.
Such insurance will not,  however,  indemnify  officers or directors for willful
misconduct or gross negligence in the performance of a duty to Wesbanco.



     Item 7. Exemption from Registration Claimed.

          None.


     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   WesBanco,    Inc.
               (incorporated  by  reference  to Exhibit 3.1 to the  Registrant's
               Registration  Statement on Form S-4 filed with the Securities and
               Exchange Commission on May 16, 1996 (File No. 333-03905)).


                                      II-6
<PAGE>

     4.2       Articles  of  Amendment  to  the  Articles  of  Incorporation  of
               WesBanco,  Inc.  (incorporated  by  reference to Exhibit 3 to the
               Registrant's  Quarterly  Report  on  Form  10-Q  filed  with  the
               Securities  and  Exchange  Commission  on May 15,  1998 (File No.
               000-08467)).

     4.3       Amended and Restated By-laws of WesBanco,  Inc.  (incorporated by
               reference to Exhibit 3.1 to the Registrant's  Quarterly Report on
               Form 10-Q filed with the  Securities  and Exchange  Commission on
               November 14, 2002 (File No. 000-08467)).

     5.1       Opinion  of James C.  Gardill,  Esquire,  of  Phillips,  Gardill,
               Kaiser & Altmeyer,  PLLC,  regarding  the  legality of the shares
               being registered hereunder (filed herewith).

    23.1       Consent of Ernst & Young LLP (filed herewith).


    23.2       Consent of James C. Gardill, Esquire of Phillips, Gardill, Kaiser
               & Altmeyer, PLLC (included in the Opinion filed as Exhibit 5.1).

    24.1       Power  of  Attorney  (set  forth  on the  signature  page of this
               Registration Statement).

     Item 9. Undertakings.

          (a) The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers of 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) 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;

               (2) That, for the purpose of determining  any liability under the
Securities Act, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section



                                      II-7
<PAGE>

15(d) of the Exchange Act 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 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  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (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  Securities  Act and will be  governed by the final
adjudication of such issue.







                                      II-8
<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of  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 7th day of
August, 2003.

                                                WESBANCO, INC.

                                       By: /s/ Paul M. Limbert
                                           -------------------------------------
                                           Paul M. Limbert
                                           President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Robert H.  Young  his or her true and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities,  to sign any and all amendments to this Registration Statement,  and
to file  the  same,  with all  exhibits  thereto,  and  other  documentation  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent with full power and authority to do and perform
each and every act and thing  requisite and necessary to be done in or about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  or their  substitute or substitutes may lawfully do or cause to be done
by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed by the following  persons in the capacities and on the
date(s) indicated:

<TABLE>
<CAPTION>
<S>                                                               <C>                                     <C>

                       Signature                                   Capacity                            Date
                       ---------                                   --------                            ----

      /s/ James E. Altmeyer                         Director                                     August 7, 2003
      --------------------------------------------
      James E. Altmeyer

      /s/ Ray A. Byrd                               Director                                     August 6, 2003
      --------------------------------------------
      Ray A. Byrd

      /s/ R. Peterson Chalfant                      Director                                     August 6, 2003
      --------------------------------------------
      R. Peterson Chalfant

      /s/ John H. Cheffy                            Director                                     August 6, 2003
      --------------------------------------------
      John H. Cheffy

      /s/ Christopher V. Criss                      Director                                     August 6, 2003
      --------------------------------------------
      Christopher V. Criss


                                      II-9
<PAGE>


                       Signature                                   Capacity                           Date
                       ---------                                   --------                           ----
      /s/ James D. Entress                          Director                                     August 7, 2003
      --------------------------------------------
      James D. Entress

                                                    Director
      --------------------------------------------
      Abigail M. Feinknopf

      /s/ Ernest S. Fragale                         Director                                     August 6, 2003
      --------------------------------------------
      Ernest S. Fragale

      /s/ James C. Gardill                          Chairman, Director                           August 6, 2003
      --------------------------------------------
      James C. Gardill

      /s/ Edward M. George                          Director                                     August 6, 2003
      --------------------------------------------
      Edward M. George

      /s/ Roland L. Hobbs                           Director                                     August 6, 2003
      --------------------------------------------
      Roland L. Hobbs

      /s/ John W. Kepner                            Director                                     August 6, 2003
      --------------------------------------------
      John W. Kepner

      /s/ Paul M. Limbert                           President and Chief Executive Of             August 6, 2003
      --------------------------------------------  (Principal Executive Officer)
      Paul M. Limbert

                                                    Director
      --------------------------------------------
      Jay T. McCamic

                                                    Director
      --------------------------------------------
      William E. Mildren, Jr.

      /s/ Joan C. Stamp                             Director                                     August 6, 2003
      --------------------------------------------
      Joan C. Stamp

      /s/ Carter W. Strauss                         Director                                     August 6, 2003
      --------------------------------------------
      Carter W. Strauss

                                                    Director
      --------------------------------------------
      Reed J. Tanner

      /s/ Robert K. Tebay                           Director                                      August 6, 2003
      --------------------------------------------
      Robert K. Tebay

      /s/ Robert H. Young                           Executive Vice President and Chief            August 6, 2003
      --------------------------------------------  Financial Officer (Principal Financial and
      Robert H. Young                               Accounting Officer)

</TABLE>


                                     II-10
[{"type": "S-8", "sequence": "1", "filename": "form_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 36262}]
{"company-data": {"conformed-name": "WESBANCO INC", "cik": "0000203596", "assigned-sic": "6021", "irs-number": "550571723", "state-of-incorporation": "WV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107736", "film-number": "03828823"}, "business-address": {"street1": "1 BANK PLAZA", "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 August 7, 2003
                                                    Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 Identification No.)
  incorportion or organization)

         One Bank Plaza
     Wheeling, West Virginia                                 26003
(Address of principal executive offi                       (Zip Code)

                                 WESBANCO, INC.
                                  KEY EXECUTIVE
                          INCENTIVE BONUS & OPTION PLAN
                            (Full title of the plan)

                                 Paul M. Limbert
                      President and Chief Executive Officer
                                 One Bank Plaza
                               Wheeling, WV 26003
                     (Name and address of agent for service)

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

                                 With Copies To:

James C. Gardill, Esquire                            J. Robert Van Kirk, Esquire
Phillips, Gardill, Kaiser & Altmeyer, PLLC           Kirkpatrick & Lockhart LLP
61 Fourteenth Street                                 Henry W. Oliver Building
Wheeling, WV  26003                                  535 Smithfield Street
(304) 232-6810                                       Pittsburgh, PA 15222
                                                     (412) 355-6500
CALCULATION OF REGISTRATION FEE

==========================================================================================================================
           Title of                                    Proposed maximum       Proposed maximum             Amount of
          securities               Amount to be         offering price            aggregate               registration
       to be registered             registered           per share(1)         offering price(1)               fee

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

Common Stock, $2.0833 par           1,000,000               $24.20               $24,200,000               $1,957.80
value per share

==========================================================================================================================
(1) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule  457(h)(1) and Rule 457(c) under the Securities Act of 1933, as
amended.  The fee is  calculated on the basis of the average of the high and low
prices for the Registrant's  Common Stock,  $2.0833 par value per share ("Common
Stock"),   reported   on  the   NASDAQ   Stock   Market  on   August  5,   2003.
--------------------------------------------------------------------------------
PART II

                           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

          The following  documents  filed by the Registrant  with the Securities
and Exchange  Commission (the "Commission")  pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated by reference into
this Registration Statement: (i) the Registrant's Annual Report on Form 10-K for
the  fiscal  year  ended  December  31,  2002  (File  No.  000-08467);  (ii) the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003;
(iii) the  Registrant's  Current  Reports  on Form 8-K filed on April 18,  2003,
April 22, 2003,  July 1, 2003 and July 18, 2003; and (iv) the description of the
Registrant's Common Stock contained in the Registrant's  Registration  Statement
on Form 8-A filed on May 2, 1977, as amended on June 10, 1977.

          All documents subsequently filed by the Registrant 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 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  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 WesBanco, Inc. Key Executive Incentive Bonus & Option
Plan (the "Plan")  meeting the  requirements  of Section 10(a) of the Securities
Act of 1933, as amended.

     Item 4. Description of Securities.

          The  shares of Common  Stock to be  offered  under  this  Registration
Statement are registered under Section 12 of the Exchange Act.

     Item 5. Interests of Named Experts and Counsel

          James  C.  Gardill  is  Chairman  of the  Board  of  Directors  of the
Registrant  and a  partner  at the  law  firm of  Phillips,  Gardill,  Kaiser  &
Altmeyer,  PLLC, which regularly  renders legal services to the Registrant.  Mr.
Gardill  rendered  a legal  opinion  as to the  legality  of the  shares  of the
Registrant's  Common Stock being registered under this  Registration  Statement,
which is attached to this Registration as Exhibit 5.1. As Chairman of the Board,
Mr. Gardill  participates  in the WesBanco,  Inc. and Affiliate  Banks Directors
Deferred  Compensation  Plan and owns 55,376 shares of the  Registrant's  Common
Stock.

     Item 6. Indemnification of Directors and Officers.

          The Registrant's Bylaws provide, and West Virginia law permits (W. Va.
Code  ss.31D-8-851 et. seq.),  the  indemnification  of directors,  officers and
controlling stockholders against certain liabilities.  Officers and directors of
the Registrant and its subsidiaries are indemnified  generally  against expenses
reasonably  incurred  in  connection  with  proceedings  in which  they are made
parties by reason of their  being or having  been  directors  or officers of the
corporation,  except (i) in  relation  to matters as to which a recovery  may be
obtained  by reason

                                      II-1
of an officer or director having been finally  adjudged  derelict in such action
or proceeding in the  performance of his duties or (ii) for liabilities or legal
expenses arising out of any administrative proceeding brought by the appropriate
federal  banking  agency  resulting in a final order or  settlement in which the
officer or director is assessed a civil monetary penalty,  removed or prohibited
from  banking,  or required to cease an action or take any  affirmative  action,
including making restitution, with respect to the Registrant.

          A. Article VI of the Bylaws of the  Registrant  contains the following
indemnification provisions:

Indemnification of Directors and Officers

          Section 1. Each  Director and officer,  whether or not then in office,
shall  be  indemnified  by  the  corporation  against  all  costs  and  expenses
reasonably incurred by and imposed upon him in connection with or resulting from
any action, suit or proceeding, to which he may be made a party by reason of his
being or having been a director or officer of the  corporation,  or of any other
company which he served at the request of the corporation, except in relation to
matters as to which a recovery  shall be had against him by reason of his having
been finally  adjudged  derelict in such  action,  suit or  proceeding,  in that
performance of his duties as such Director or officer,  and the foregoing  right
of  indemnification  shall not be  exclusive  of other rights to which he may be
entitled as a matter of law.

          Section 2. Notwithstanding the provisions of Section 1 of this Article
VI,  an   "institution-affiliated   party"   may  not   receive  a   "prohibited
indemnification  payment" which is defined as any payment or agreement to make a
payment  by  the  corporation  to an  institution-affiliated  party  to  pay  or
reimburse such person for any liability or legal expenses in any  administrative
proceeding  brought by the appropriate  federal banking agency that results in a
final order or settlement in which the institution- affiliated party is assessed
a civil money penalty,  is removed or prohibited from banking, or is required to
cease an action or take any affirmative  action,  including making  restitution,
with respect to the corporation.

          Section 3. The corporation may purchase commercial  insurance to cover
certain costs that the corporation incurs under the  indemnification  provisions
of  Section 1 of this  Article  VI.  Costs  that may be  covered  include  legal
expenses  and  restitution  that an  individual  may be  ordered  to make to the
corporation.   Such   insurance   may  not,   however,   pay  or   reimburse  an
institution-affiliated  party  for any final  judgment  or civil  money  penalty
assessed against such individual.

          Section  4. The  corporation  may  make or agree to make a  reasonable
indemnification  payment if all of the  following  conditions  are met:  (i) the
corporation's   board   of   directors    determines   in   writing   that   the
institution-affiliated  party acted in good faith and the best  interests of the
corporation;  (ii) the board of directors  determines  that the payment will not
materially affect the corporation's safety and soundness; (iii) the payment does
not fall within the definition of a prohibited indemnification payment; and (iv)
the institution-affiliated party agrees in writing to reimburse the corporation,
to the extent not covered by  permissible  insurance,  for payments  made in the
event that the  administrative  action results in a final order or settlement in
which the  institution-affiliated  party is assessed a civil money  penalty,  is
removed or prohibited  from  banking,  or is required,  under a final order,  to
cease an action or take any affirmative action.

For purposes of Article VI, the term "  institution-affiliated  party"  includes
any officer, director,  employee and controlling stockholder,  as well as others
that participate in the affairs of the Registrant.

          B. West Virginia  Corporation Law, W. Va. Code s.s.  31D-8-851 through
31D-8-856 provides:

ss.31D-8-851. Permissible indemnification.

          (a) Except as otherwise  provided in this section,  a corporation  may
indemnify an  individual  who is a party to a proceeding  because he or she is a
director against liability incurred in the proceeding if:

                                      II-2
(1)  (A) He or she  conducted  himself or herself in good  faith;
and

                    (B) He or she  reasonably  believed:  (i)  In  the  case  of
conduct in his or her official capacity, that his or her conduct was in the best
interests  of the  corporation;  and (ii) in all  other  cases,  that his or her
conduct was at least not opposed to the best interests of the corporation; and

                    (C) In the case of any criminal proceeding, he or she had no
reasonable cause to believe his or her conduct was unlawful; or

               (2)  He  or  she   engaged   in   conduct   for   which   broader
indemnification has been made permissible or obligatory under a provision of the
articles of  incorporation  as authorized by subdivision  (5),  subsection  (b),
section two hundred two, article two of this chapter.

          (b) A director's  conduct with respect to an employee benefit plan for
a  purpose  he or  she  reasonably  believed  to  be in  the  interests  of  the
participants  in, and the  beneficiaries  of, the plan is conduct that satisfies
the requirement of subparagraph (ii), paragraph (B), subdivision (1), subsection
(a) of this section.

          (c) The termination of a proceeding by judgment,  order, settlement or
conviction,  or  upon a plea  of  nolo  contendere  or  its  equivalent,  is not
determinative  that the director  did not meet the relevant  standard of conduct
described in this section.

          (d) Unless ordered by a court under  subdivision (3),  subsection (a),
section  eight  hundred  fifty-four  of  this  article,  a  corporation  may not
indemnify a director:

               (1) In  connection  with a  proceeding  by or in the right of the
corporation,  except for  reasonable  expenses  incurred in connection  with the
proceeding if it is determined  that the director has met the relevant  standard
of conduct under subsection (a) of this section; or

               (2) In connection with any proceeding with respect to conduct for
which he or she was  adjudged  liable on the  basis  that he or she  received  a
financial benefit to which he or she was not entitled,  whether or not involving
action in his or her official capacity.

ss.31D-8-852. Mandatory Indemnification.

     A corporation must indemnify a director who was wholly  successful,  on the
merits or otherwise,  in the defense of any  proceeding to which he or she was a
party  because he or she was a director of the  corporation  against  reasonable
expenses incurred by him or her in connection with the proceeding.

ss.31D-8-853. Advance for expenses.

          (a) A  corporation  may,  before final  disposition  of a  proceeding,
advance  funds to pay for or reimburse  the  reasonable  expenses  incurred by a
director who is a party to a proceeding because he or she is a director if he or
she delivers to the corporation:

               (1) A written affirmation of his or her good faith belief that he
or she has met the  relevant  standard  of conduct  described  in section  eight
hundred  fifty-one of this article or that the proceeding  involves  conduct for
which  liability  has been  eliminated  under a  provision  of the  articles  of
incorporation  as authorized by subdivision  (4),  subsection  (b),  section two
hundred two, article two of this chapter; and

                                      II-3
(2) His or her written undertaking to repay any funds advanced if
he or she is not  entitled to  mandatory  indemnification  under  section  eight
hundred fifty-two of this article and it is ultimately  determined under section
eight hundred  fifty-four or eight hundred fifty-five of this article that he or
she has not met the  relevant  standard of conduct  described  in section  eight
hundred fifty-one of this article.

          (b) The  undertaking  required by subdivision  (2),  subsection (a) of
this section must be an unlimited  general  obligation  of the director but need
not be secured and may be accepted without reference to the financial ability of
the director to make repayment.

         (c) Authorizations under this section are to be made:

               (1) By the board of directors:

                    (A) If there are two or more disinterested  directors,  by a
majority vote of all the disinterested  directors, a majority of whom constitute
a quorum for this purpose, or by a majority of the members of a committee of two
or more disinterested directors appointed by a vote; or

                    (B) If there are fewer than two disinterested  directors, by
the vote necessary for action by the board in accordance  with  subsection  (c),
section  eight  hundred  twenty-four  of this  article  in  which  authorization
directors who do not qualify as disinterested directors may participate; or

               (2) By the  shareholders,  but shares owned by or voted under the
control  of a  director  who at the time  does not  qualify  as a  disinterested
director may not be voted on the authorization; or

               (3) By special legal  counsel  selected in a manner in accordance
with subdivision (2),  subsection (b), section eight hundred  fifty-five of this
article.

ss.31D-8-854. Circuit court-ordered indemnification and advance for expenses.

          (a) A director who is a party to a  proceeding  because he or she is a
director may apply for indemnification or an advance for expenses to the circuit
court  conducting  the  proceeding  or to  another  circuit  court of  competent
jurisdiction.  After  receipt of an  application  and after giving any notice it
considers necessary, the circuit court shall:

               (1) Order  indemnification  if the circuit court  determines that
the  director is entitled  to  mandatory  indemnification  under  section  eight
hundred fifty-two of this article;

               (2) Order  indemnification or advance for expenses if the circuit
court determines that the director is entitled to indemnification or advance for
expenses  pursuant to a provision  authorized by subsection  (a),  section eight
hundred fifty-eight of this article; or

               (3) Order  indemnification or advance for expenses if the circuit
court determines, in view of all the relevant circumstances, that it is fair and
reasonable:

                    (A) To indemnify the director; or

                    (B) To advance  expenses to the director,  even if he or she
has not met the  relevant  standard  of  conduct  set forth in  subsection  (a),
section eight hundred  fifty-one of this article,  failed to comply with section
eight hundred fifty-three of this article or was adjudged liable in a proceeding
referred to in subdivision

                                      II-4
(1) or (2), subsection (d), section eight hundred fifty-one of this article, but
if he or she was adjudged so liable his or her  indemnification is to be limited
to reasonable expenses incurred in connection with the proceeding.

          (b) If the circuit court  determines  that the director is entitled to
indemnification  under  subdivision  (1),  subsection  (a) of this section or to
indemnification   or  advance  for  expenses  under   subdivision  (2)  of  said
subsection, it shall also order the corporation to pay the director's reasonable
expenses   incurred  in  connection   with   obtaining   circuit   court-ordered
indemnification  or advance for expenses.  If the circuit court  determines that
the  director is  entitled to  indemnification  or advance  for  expenses  under
subdivision (3) of said subsection, it may also order the corporation to pay the
director's reasonable expenses to obtain circuit  court-ordered  indemnification
or advance for expenses.

ss.31D-8-855. Determination and authorization of indemnification.

          (a) A  corporation  may not  indemnify a director  under section eight
hundred  fifty-one of this article unless  authorized for a specific  proceeding
after a  determination  has been made that  indemnification  of the  director is
permissible because he or she has met the relevant standard of conduct set forth
in section eight hundred fifty-one of this article.

          (b) The determination is to be made:

               (1) If  there  are two or more  disinterested  directors,  by the
board of  directors by a majority  vote of all the  disinterested  directors,  a
majority of whom  constitute a quorum for this purpose,  or by a majority of the
members of a committee  of two or more  disinterested  directors  appointed by a
vote;

               (2) By special legal counsel:

                    (A) Selected in the manner  prescribed in subdivision (1) of
this subsection; or

                    (B) If there are  fewer  than two  disinterested  directors,
selected  by the board of  directors  in which  selection  directors  who do not
qualify as disinterested directors may participate; or

               (3) By the  shareholders,  but shares owned by or voted under the
control  of a  director  who at the time  does not  qualify  as a  disinterested
director may not be voted on the determination.

          (c) Authorization of  indemnification is to be made in the same manner
as the determination that  indemnification is permissible,  except that if there
are fewer than two  disinterested  directors or if the  determination is made by
special legal counsel,  authorization of  indemnification is to be made by those
entitled under paragraph (B), subdivision (2), subsection (b) of this section to
select special legal counsel.

ss.31D-8-856. Indemnification of officers.

          (a) A corporation  may indemnify and advance  expenses under this part
to an officer of the  corporation  who is a party to a proceeding  because he or
she is an officer of the corporation:

               (1) To the same extent as a director; and

               (2) If he or she is an officer but not a  director,  to a further
extent as may be  provided  by the  articles of  incorporation,  the  bylaws,  a
resolution of the board of directors or contract except for:

                    (A) Liability in  connection  with a proceeding by or in the
right  of the  corporation  other  than  for  reasonable  expenses  incurred  in
connection with the proceeding; or

                                      II-5
(B) Liability arising out of conduct that constitutes:

                         (i)  Receipt  by him or her of a  financial  benefit to
which he or she is not entitled;

                         (ii)  An   intentional   infliction   of  harm  on  the
corporation or the shareholders; or

                         (iii) An intentional violation of criminal law.

          (b) The provisions of subdivision (2),  subsection (a) of this section
apply to an officer  who is also a  director  if the basis on which he or she is
made a party to the proceeding is an act or omission solely as an officer.

          (c) An officer of a  corporation  who is not a director is entitled to
mandatory  indemnification under section eight hundred fifty-two of this article
and may apply to a court under section eight hundred  fifty-four of this article
for  indemnification  or an advance for expenses in each case to the same extent
to which a director may be entitled to  indemnification  or advance for expenses
under those provisions.

     Certain  rules of the  Federal  Deposit  Insurance  Corporation  limit  the
ability  of  certain  depository  institutions,  their  subsidiaries  and  their
affiliated  depository  institution  holding  companies to indemnify  affiliated
parties,  including institution directors. In general, subject to the ability to
purchase   directors'   and  officers'   liability   insurance  and  to  advance
professional  expenses  under  certain  circumstances,  the rules  prohibit such
institutions from indemnifying a director for certain costs incurred with regard
to an  administrative  or enforcement  action  commenced by any federal  banking
agency  that  results  in a final  order or  settlement  pursuant  to which  the
director is assessed a civil money penalty, removed from office, prohibited from
participating in the affairs of an insured depository institution or required to
cease and desist from or take an affirmative action described in Section 8(b) of
the Federal Deposit Insurance Act (12 U.S.C. $ 1818(b)).

     Wesbanco does provide  indemnity  insurance to its officers and  directors.
Such insurance will not,  however,  indemnify  officers or directors for willful
misconduct or gross negligence in the performance of a duty to Wesbanco.

     Item 7. Exemption from Registration Claimed.

          None.

     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   WesBanco,    Inc.
               (incorporated  by  reference  to Exhibit 3.1 to the  Registrant's
               Registration  Statement on Form S-4 filed with the Securities and
               Exchange Commission on May 16, 1996 (File No. 333-03905)).

                                      II-6
4.2       Articles  of  Amendment  to  the  Articles  of  Incorporation  of
               WesBanco,  Inc.  (incorporated  by  reference to Exhibit 3 to the
               Registrant's  Quarterly  Report  on  Form  10-Q  filed  with  the
               Securities  and  Exchange  Commission  on May 15,  1998 (File No.
               000-08467)).

     4.3       Amended and Restated By-laws of WesBanco,  Inc.  (incorporated by
               reference to Exhibit 3.1 to the Registrant's  Quarterly Report on
               Form 10-Q filed with the  Securities  and Exchange  Commission on
               November 14, 2002 (File No. 000-08467)).

     5.1       Opinion  of James C.  Gardill,  Esquire,  of  Phillips,  Gardill,
               Kaiser & Altmeyer,  PLLC,  regarding  the  legality of the shares
               being registered hereunder (filed herewith).

    23.1       Consent of Ernst & Young LLP (filed herewith).

    23.2       Consent of James C. Gardill, Esquire of Phillips, Gardill, Kaiser
               & Altmeyer, PLLC (included in the Opinion filed as Exhibit 5.1).

    24.1       Power  of  Attorney  (set  forth  on the  signature  page of this
               Registration Statement).

     Item 9. Undertakings.

          (a) The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers of 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) 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;

               (2) That, for the purpose of determining  any liability under the
Securities Act, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section

                                      II-7
15(d) of the Exchange Act 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 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  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-8
SIGNATURES

     Pursuant  to  the  requirements  of  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 7th day of
August, 2003.

                                                WESBANCO, INC.

                                       By: /s/ Paul M. Limbert
                                           -------------------------------------
                                           Paul M. Limbert
                                           President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Robert H.  Young  his or her true and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities,  to sign any and all amendments to this Registration Statement,  and
to file  the  same,  with all  exhibits  thereto,  and  other  documentation  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent with full power and authority to do and perform
each and every act and thing  requisite and necessary to be done in or about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  or their  substitute or substitutes may lawfully do or cause to be done
by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed by the following  persons in the capacities and on the
date(s) indicated:
Signature                                   Capacity                            Date
                       ---------                                   --------                            ----

      /s/ James E. Altmeyer                         Director                                     August 7, 2003
      --------------------------------------------
      James E. Altmeyer

      /s/ Ray A. Byrd                               Director                                     August 6, 2003
      --------------------------------------------
      Ray A. Byrd

      /s/ R. Peterson Chalfant                      Director                                     August 6, 2003
      --------------------------------------------
      R. Peterson Chalfant

      /s/ John H. Cheffy                            Director                                     August 6, 2003
      --------------------------------------------
      John H. Cheffy

      /s/ Christopher V. Criss                      Director                                     August 6, 2003
      --------------------------------------------
      Christopher V. Criss

                                      II-9
Signature                                   Capacity                           Date
                       ---------                                   --------                           ----
      /s/ James D. Entress                          Director                                     August 7, 2003
      --------------------------------------------
      James D. Entress

                                                    Director
      --------------------------------------------
      Abigail M. Feinknopf

      /s/ Ernest S. Fragale                         Director                                     August 6, 2003
      --------------------------------------------
      Ernest S. Fragale

      /s/ James C. Gardill                          Chairman, Director                           August 6, 2003
      --------------------------------------------
      James C. Gardill

      /s/ Edward M. George                          Director                                     August 6, 2003
      --------------------------------------------
      Edward M. George

      /s/ Roland L. Hobbs                           Director                                     August 6, 2003
      --------------------------------------------
      Roland L. Hobbs

      /s/ John W. Kepner                            Director                                     August 6, 2003
      --------------------------------------------
      John W. Kepner

      /s/ Paul M. Limbert                           President and Chief Executive Of             August 6, 2003
      --------------------------------------------  (Principal Executive Officer)
      Paul M. Limbert

                                                    Director
      --------------------------------------------
      Jay T. McCamic

                                                    Director
      --------------------------------------------
      William E. Mildren, Jr.

      /s/ Joan C. Stamp                             Director                                     August 6, 2003
      --------------------------------------------
      Joan C. Stamp

      /s/ Carter W. Strauss                         Director                                     August 6, 2003
      --------------------------------------------
      Carter W. Strauss

                                                    Director
      --------------------------------------------
      Reed J. Tanner

      /s/ Robert K. Tebay                           Director                                      August 6, 2003
      --------------------------------------------
      Robert K. Tebay

      /s/ Robert H. Young                           Executive Vice President and Chief            August 6, 2003
      --------------------------------------------  Financial Officer (Principal Financial and
      Robert H. Young                               Accounting Officer)
II-10