**EXHIBIT
      99**





Financial
      statements and report of independent registered public accounting
      firm




**Oak
      Hill Financial, Inc. 401(k) and Profit Sharing Plan**




December
      31, 2005 and 2004











CONTENTS





PageREPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
                FIRM
            3FINANCIAL
                STATEMENTSSTATEMENTS
                OF NET ASSETS AVAILABLE FOR
                BENEFITS
            4STATEMENTS
                OF CHANGES IN NET ASSETS AVAILABLE FORBENEFITS
            5NOTES
                TO FINANCIAL STATEMENTS
            6SUPPLEMENTAL
                INFORMATIONSCHEDULE
                OF ASSETS (HELD AT END OF
                YEAR)
            11

















**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM**








Trustees


Oak
      Hill
      Financial, Inc. 401(k) and Profit Sharing Plan





We
      have
      audited the accompanying statements of net assets available for benefits of
      the
      Oak Hill Financial, Inc. 401(k) and Profit Sharing Plan (the Plan) as of
      December 31, 2005 and 2004, and the related statements of changes in net assets
      available for benefits for the years ended December 31, 2005 and 2004. These
      financial statements are the responsibility of the Plan’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Plan is not required to have,
      nor were we engaged to perform an audit of internal control over financial
      reporting. Our audit included consideration of internal control over financial
      reporting as a basis for designing audit procedures that are appropriate in
      the
      circumstances, but not for the purpose of expressing an opinion on the
      effectiveness of the Plan’s internal control over financial reporting.
      Accordingly, we express no such opinion. An audit also includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements, assessing the accounting principles used and significant estimates
      made by management, as well as evaluating the overall financial statement
      presentation. We believe that our audits provide a reasonable basis for our
      opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the net assets available for benefits of the Plan as of
      December 31, 2005 and 2004, and the changes in net assets available for benefits
      for the years ended December 31, 2005 and 2004, in conformity with accounting
      principles generally accepted in the United States of America.





Our
      audits were conducted for the purpose of forming an opinion on the basic
      financial statements taken as a whole. The supplemental schedule of assets
      (held
      at end of year) is presented for purpose of additional analysis and is not
      a
      required part of the basic financial statements, but is supplementary
      information required by the Department of Labor’s Rules and Regulations for
      Reporting and Disclosure under the Employee Retirement Income Security Act
      of
      1974. This supplemental schedule has been subjected to the auditing procedures
      applied in the audit of the basic financial statements and, in our opinion,
      is
      fairly stated in all material respects in relation to the basic financial
      statements taken as a whole.








*/s/
      Grant Thornton LLP*








Cincinnati,
      Ohio


May
      31,
      2006


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**Oak
      Hill Financial, Inc. 401(k) and Profit Sharing
      Plan**





**STATEMENTS
      OF NET ASSETS AVAILABLE FOR
      BENEFITS**





December
      31, 2005 and 2004








**ASSETS**
            
            **2005**
            
            **2004**Participant
                directed investments:Equities
            
            $
            6,309,728
            
            $
            7,198,668Mutual
                and closed-end funds
            
            
            2,837,191
            
            
            2,709,484Pooled
                separate accounts
            
            
            4,613,651
            
            
            4,065,696Participant
                loans
            
            
            215,265
            
            
            106,534Total
                investments
            
            
            13,975,835
            
            
            14,080,382Receivables:Participant
                contributions
            
            
            419
            
            
            4,511Employer
                contributions
            
            
            146
            
            
            -Total
                receivables
            
            
            565
            
            
            4,511Net
                assets available for benefits
            
            **$**
            **13,976,400**
            
            **$**
            **14,084,893**





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**Oak
      Hill Financial, Inc. 401(k) and Profit Sharing Plan**





**STATEMENTS
      OF CHANGES IN NET ASSETS AVAILABLE FOR
      BENEFITS**





For
      the
      years ended December 31, 2005 and 2004








**2005**
            
            **2004**Additions
                to net assets attributed to:Participant
                contributions
            
            $
            977,915
            
            $
            898,269Employer
                contributions
            
            
            258,652
            
            
            532,774Rollovers
            
            
            191,203
            
            
            29,313Transfer
                other investors
            
            
            217,856
            
            
            -Interest
                and dividends
            
            
            118,875
            
            
            88,679Net
                appreciation (depreciation) on investment securities
            
            
            (572,145
            )
            
            2,218,599Total
                additions
            
            
            1,192,356
            
            
            3,767,634Deductions
                from net assets attributed to:Benefits
                paid to participants
            
            
            1,243,519
            
            
            3,067,397Administrative
                fees
            
            
            57,330
            
            
            61,157Total
                deductions
            
            
            1,300,849
            
            
            3,128,554Net
                increase (decrease)
            
            
            (108,493
            )
            
            639,080Net
                assets available for benefits:Beginning
                of year
            
            
            14,084,893
            
            
            13,445,813End
                of year
            
            **$**
            **13,976,400**
            
            **$**
            **14,084,893**














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**Oak
      Hill Financial, Inc. 401(k) and Profit Sharing Plan**





**NOTES
      TO FINANCIAL STATEMENTS**





December
      31, 2005 and 2004








**NOTE
      A - DESCRIPTION OF PLAN**





The
      following description of the Oak Hill Financial, Inc. 401(k) and Profit Sharing
      Plan (“Plan”) provides only general information. Participants should refer to
      the Plan agreement for a more complete description of the Plan’s provisions.





1. General





The
      Plan
      is a defined contribution plan covering all employees of Oak Hill Financial,
      Inc. and subsidiaries (the “Company”) who have three consecutive months of
      service and have attained age 21. It was established for the purpose of
      providing retirement and profit sharing benefits to all eligible employees
      of
      the Company. It is subject to the provisions of the Employee Retirement Income
      Security Act of 1974 (ERISA). The Company believes that all minimum funding
      requirements under ERISA have been met.





2. Contributions





Each
      year, participants may contribute up to 25 percent of pretax annual compensation
      up to $14,000 annually, as defined in the Plan. Participants may also contribute
      amounts representing distributions from other qualified defined benefit or
      defined contribution plans. In addition, effective January 1, 2005, participants
      who reach age 50 at any time during a calendar year and current participants
      age
      50 and older are able to make up to $4,000 in extra deferral contributions.
      Participants direct the investment of their contributions into various
      investment options offered by the Plan. The Plan currently offers three mutual
      funds, seven pooled separate accounts and stock of Oak Hill Financial, Inc.
      as
      investment options for participants. The 401(k) matching Company contribution
      is
      invested in the Company’s common stock. Additional profit sharing amounts may be
      contributed at the option of the Company’s management and are invested in a
      portfolio of investments as directed by the participants. Contributions are
      subject to certain limitations.





3. Participant
      Accounts





Each
      participant's account is credited with the participant’s contribution and
      allocations of (a) the Company's contribution, (b) Plan earnings and (c)
      nonvested forfeitures. Portions of administrative expenses are paid directly
      by
      the Company. If not paid by the Company, administrative expenses become the
      liability of the Plan. Allocations are based on each participant's account
      at
      the end of the year. The benefit to which a participant is entitled is the
      benefit that can be provided from the participant’s vested account.





4. Payment
      of Benefits





Upon
      termination of service due to death, disability or retirement, a participant
      may
      elect to receive a lump-sum amount equal to the value of the participant’s
      vested interest in his or her account. Any nonvested amounts are forfeited
      and
      allocated to the remaining participants.





5. Vesting





Participants
      are immediately vested in their own contributions plus actual earnings thereon.
      Vesting in the Company’s contribution portion of their accounts is based on
      years of continuous service. A participant is 100 percent vested after six
      years
      of credited service, with 20% annual incremental vesting beginning in year
      two.








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**Oak
      Hill Financial, Inc. 401(k) and Profit Sharing Plan**





**NOTES
      TO FINANCIAL STATEMENTS (CONTINUED)**





December
      31, 2005 and 2004








**NOTE
      A - DESCRIPTION OF PLAN** (continued)





6. Forfeitures





In
      the
      event a participant terminates prior to 100% vesting, the portion of employer
      contributions which is not vested is forfeited at that time. The forfeited
      amounts are used to first reinstate previously forfeited account balances of
      re-employed participants, then allocated to the employer contribution account
      of
      all eligible participants.





Forfeited
      nonvested amounts totaled approximately $54,000 and $34,400 for the years ended
      December 31, 2005 and 2004, respectively. The amounts were allocated to the
      remaining participants.








**NOTE
      B - SUMMARY OF ACCOUNTING POLICIES**





1. Basis
      of Accounting





The
      financial statements of the Plan are prepared under the accrual method of
      accounting.





2. Use
      of
      Estimates





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of net assets
      available for plan benefits as of the date of the financial statements and
      the
      reported amounts of changes in net assets available for plan benefits during
      the
      reporting period. Actual results could differ from those estimates.





3. Investment
      Valuation and Income Recognition





The
      Plan’s investments are stated at fair value based on quoted market prices.
      Shares of mutual funds are valued at the net asset value of shares held by
      the
      Plan at year-end. Pooled separate accounts are valued based on the number of
      shares held by the Plan at year-end. Participant loans are valued at their
      outstanding balances, which approximate fair value.





Purchases
      and sales of securities are recorded on the settlement date. Dividends are
      recorded when received.





4. Payment
      of Benefits





Benefits
      are recorded when paid.





5. Reclassifications





Certain
      prior year amounts have been reclassified to conform to the 2005 financial
      statement presentation.








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**Oak
      Hill Financial, Inc. 401(k) and Profit Sharing Plan**





**NOTES
      TO FINANCIAL STATEMENTS (CONTINUED)**





December
      31, 2005 and 2004








**NOTE
      C - INVESTMENTS**





The
      following presents investments that represent 5 percent or more of the Plan’s
      net assets at December 31:





**Participant
                Directed Equities:**
            
            
            **2005**
            
            
            **2004**Oak
                Hill Financial, Inc.
            
            $
            6,309,728
            
            $
            7,198,668American
                Funds AM Balance R3 Fund
            
            
            1,394,493
            
            
            1,542,460American
                Funds New Persp R3 Fund
            
            
            802,962
            
            
            *Prin
                PTR Lg-Cap Value Sep Account
            
            
            762,611
            
            
            715,654Prin
                PTR Sm-Cap Value Sep Account
            
            
            1,225,661
            
            
            1,115,138Prin
                Money Mkt Sep Account
            
            
            *
            
            
            735,092





*
      Investments did not represent 5 percent or more of the Plan’s net assets at
      December 31, 2005 or 2004.





During
      2005, the Plan’s investments (including gains and losses on investments bought
      and sold, as well as held during the year) depreciated in value by $572,145.
      During 2004, the Plan’s investments appreciated in value by
      $2,218,599.








**NOTE
      D - RELATED PARTY TRANSACTIONS**





Participants
      may invest in stock of Oak Hill Financial, Inc., the Plan sponsor, and these
      transactions qualify as party-in-interest transactions. In addition,
      participants may invest in Principal pooled separate accounts which also qualify
      as party-in-interest transactions.








**NOTE
      E - PLAN TERMINATION**





Although
      it has not expressed any intent to do so, the Company has the right under the
      Plan to discontinue its contributions at any time and to terminate the Plan
      subject to the provisions of ERISA. In the event of Plan termination,
      participants will become 100% vested in their employer
      contributions.








**NOTE
      F - PARTICIPANT LOANS**





Participants
      may borrow up to 50% of their 401(k) contributions and/or rollover contributions
      or $50,000 (whichever is less). The minimum loan amount is $1,000 and the
      maximum loan amount is $50,000. Participants may have only two outstanding
      loans
      at anytime. The interest rate is the prime rate plus 1% and is determined when
      the participant applies for the loan. Principal and interest are paid back
      directly to the participants account through payroll deduction.








**NOTE
      G - TAX STATUS**





The
      Internal Revenue Service has determined and informed the Company by a letter
      dated April 4, 2002, that the Plan and related trust are designed in accordance
      with applicable sections of the Internal Revenue Code (IRC). The Plan
      administrator believes that the Plan is designed and is currently being operated
      in compliance with the applicable requirements of the IRC.


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**Oak
      Hill Financial, Inc. 401(k) and Profit Sharing Plan**





**NOTES
      TO FINANCIAL STATEMENTS (CONTINUED)**





December
      31, 2005 and 2004








**NOTE
      H - RISKS AND UNCERTAINTIES**





The
      Plan
      invests in various investment securities. Investment securities are exposed
      to
      various risks such as interest rate, market, and credit risks. In addition,
      a
      significant portion of the assets held by the Plan are concentrated in common
      stock of the Plan Sponsor, Oak Hill Financial, Inc. Due to the level of risk
      associated with certain investment securities, it is at least reasonably
      possible that changes in the values of investment securities will occur in
      the
      near term and that such changes could materially  affect
      participants’ account balances and the amounts reported in the statement of net
      assets available for benefits.


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SUPPLEMENTAL
      INFORMATION





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 10


**Oak
      Hill Financial, Inc. 401(k) and Profit Sharing Plan**


**Form
      5500 E.I.N. 31-1010517 Plan No. 004**





**SCHEDULE
      H, Line 4i - SCHEDULE OF ASSETS (HELD AT END OF
      YEAR)**





December
      31, 2005





**(a)**
            **(b)**
            
            
            **(c)**
            
            
            **(e)****Description
                of investment****including
                maturity date, rate****Identity
                of issue, borrower,**
            
            
            **of
                interest, collateral, par**
            
            
            **Current****lessor
                or similar party**
            
            
            **or
                maturity value**
            
            
            **value*****Participant
                Directed*****Equities**
            
            
            **Units***
            Oak
                Hill Financial, Inc.
            
            
            270,422
            
            **$**
            **6,309,728****Mutual
                Funds**American
                Funds American Balanced R3 Fund
            
            
            78,475
            
            
            1,394,493American
                Funds Growth Fund R3 Fund
            
            
            20,975
            
            
            639,736American
                Funds New Perspective R3 Fund
            
            
            28,333
            
            
            802,962**2,837,191****Pooled
                Separate Accounts***
            Principal
                Money Market Separate Account
            
            
            16,971
            
            
            669,507*
            Principal
                Bond & Mortgage Separate Account
            
            
            833
            
            
            539,452*
            Principal
                Large-Cap Stock Index Separate Account
            
            
            11,125
            
            
            479,132*
            Principal
                Partner Large-Cap Value Separate Account
            
            
            56,654
            
            
            762,611*
            Principal
                Partner Mid-Cap Value Separate Account
            
            
            31,400
            
            
            499,602*
            Principal
                Partner Mid-Cap Growth Separate Account
            
            
            35,988
            
            
            437,686*
            Principal
                Partner Small-Cap Value Separate Account
            
            
            67,859
            
            
            1,225,661**4,613,651**Participant
                loans
            
            
            Interest
                rate 5.75% - 8.25%
            
            
            **215,265****Total
                Investments**
            
            
            
            
            **$**
            **13,975,835**





*
      Denotes
      a party-in-interest




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