**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549








**FORM
      10-Q**


QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF


THE
      SECURITIES EXCHANGE ACT OF 1934


For
      the
      Quarter Ended September 30, 2007








Commission
      File Number: 0-26876








**OAK
      HILL FINANCIAL, INC.**


(Exact
      name of Registrant as specified in its charter)







**Ohio**
              (State
                or other jurisdiction of
              incorporation
                or organization)
            **31-1010517**
              (I.R.S.
                Employer
              Identification
                Number)**14621
                S. R. 93**
              **Jackson,
                Ohio**
              (Address
                of principal executive office)
            **45640**
              (Zip
                Code)





Registrant’s
      telephone number, including area code: (740) 286-3283








Indicate
      by check mark whether the
      issuer (1) has filed all reports required to be filed by Section 13 or 15(d)
      of
      the Securities Exchange Act of 1934 during the preceding 12 months (or for
      such
      shorter period that the Registrant was required to file such reports) and (2)
      has been subject to such filing requirements for the past 90 days.





Yesý          Noo




Indicate
      by check mark whether the
      registrant is large accelerated filer, an accelerated filer, or a
      non-accelerated filer. See definition of  “accelerated filer and large
      accelerated filer” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer o          Accelerated
      filer ý          Non-accelerated
      filer o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).





Yeso         Noý




As
      of November 8, 2007, the latest
      practicable date, 5,370,784 shares of the Registrant’s common stock, $.50 stated
      value, were outstanding.





**Oak
      Hill Financial, Inc.**





**TABLE
      OF CONTENTS**








Page**PART
                I – FINANCIAL INFORMATION**Item
                1:
            Financial
                StatementsConsolidated
                Statements of Financial
                Condition
            3Consolidated
                Statements of Earnings
            4Consolidated
                Statements of Comprehensive
                Income
            5Consolidated
                Statements of Cash Flows
            6Notes
                to Consolidated Financial Statements
            8Item
                2:
            Management’s
                Discussion and Analysis of Financial Condition And
                Results of Operations
            14Item
                3:
            Quantitative
                and Qualitative Disclosures About Market
                Risk
            19Item
                4:
            Controls
                and Procedures
            19**PART
                II – OTHER INFORMATION**Item
                1:
            Legal
                Proceedings
            19Item
                1A:
            Risk
                Factors
            19Item
                2:
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            19Item
                3:
            Defaults
                Upon Senior Securities
            19Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            19Item
                5:
            Other
                Information
            19Item
                6:
            Exhibits
            20Signatures
            
            21Certifications
            
            22


-2-


**PART
      I– FINANCIAL INFORMATION**


Item
      1:
Financial Statements





**Oak
      Hill Financial, Inc.**


**CONSOLIDATED
      STATEMENTS OF FINANCIAL CONDITION**


September
                30,
            
            
            December
                31,*(In
                thousands, except share data)*
            
            2007
            
            
            2006(Unaudited)**ASSETS**Cash
                and cash equivalentsCash
                and due from banks
            
            $
            18,774
            
            
            $
            20,955Federal
                funds sold
            
            
            203
            
            
            
            818Interest-bearing
                deposits in other banks
            
            
            1,495
            
            
            
            1,474Total
                cash and cash equivalents
            
            
            20,472
            
            
            
            23,247Investment
                securities designated as available for sale – at market
            
            
            162,797
            
            
            
            153,010Investment
                securities designated as held to maturity – at cost (approximate
                marketvalue
                of $1,696 and $2,712 at September 30, 2007 and December 31, 2006,
                respectively)
            
            
            1,518
            
            
            
            2,559Loans
                receivable – net
            
            
            989,249
            
            
            
            1,017,983Loans
                held for sale – at lower of cost or market
            
            
            19,129
            
            
            
            90Mortgage
                servicing assets – at cost (approximate fair value of $3,424 and $3,719
                atSeptember
                30, 2007 and December 31, 2006, respectively)
            
            
            3,115
            
            
            
            3,288Office
                premises and equipment – net
            
            
            28,260
            
            
            
            27,765Federal
                Home Loan Bank stock – at cost
            
            
            8,078
            
            
            
            8,078Real
                estate acquired through foreclosure
            
            
            2,455
            
            
            
            5,258Accrued
                interest receivable on loans
            
            
            5,090
            
            
            
            4,765Accrued
                interest receivable on investment securities
            
            
            1,452
            
            
            
            1,023Goodwill
            
            
            8,485
            
            
            
            7,935Core
                deposit intangible – net
            
            
            2,546
            
            
            
            3,111Bank
                owned life insurance
            
            
            13,150
            
            
            
            13,454Prepaid
                expenses and other assets
            
            
            2,521
            
            
            
            1,938Prepaid
                federal income taxes
            
            
            1,996
            
            
            
            1,086Deferred
                federal income taxes
            
            
            4,542
            
            
            
            1,045TOTAL
                ASSETS
            
            **$**
            **1,274,855**
            
            
            **$**
            **1,275,635****LIABILITIES
                AND STOCKHOLDERS’ EQUITY**DepositsDemand
            
            $
            93,489
            
            
            $
            94,256Savings
                and time
                deposits
            
            
            856,948
            
            
            
            848,704Total
                deposits
            
            
            950,437
            
            
            
            942,960Securities
                sold under agreements to repurchase
            
            
            57,534
            
            
            
            56,341Advances
                from the Federal Home Loan Bank
            
            
            148,051
            
            
            
            157,584Notes
                payable
            
            
            312
            
            
            
            -Subordinated
                debentures
            
            
            23,000
            
            
            
            23,000Accrued
                interest payable and other liabilities
            
            
            5,153
            
            
            
            4,993Total
                liabilities
            
            
            1,184,487
            
            
            
            1,184,878Stockholders’
                equityCommon
                stock – $.50 stated value; authorized 15,000,000 shares,5,874,634
                shares issued at September 30, 2007 and December 31, 2006
            
            
            2,937
            
            
            
            2,937Additional
                paid-in capital
            
            
            13,083
            
            
            
            13,611Retained
                earnings
            
            
            89,438
            
            
            
            90,877Treasury
                stock (503,930 and 565,659 shares at September 30, 2007
                andDecember
                31, 2006, respectively – at cost)
            
            
            (14,577
            )
            
            
            (16,368
            )Accumulated
                comprehensive loss:Unrealized
                loss on securities designated as available for sale, netof
                related tax benefits
            
            
            (513
            )
            
            
            (300
            )Total
                stockholders’ equity
            
            
            90,368
            
            
            
            90,757TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            **$**
            **1,274,855**
            
            
            **$**
            **1,275,635**





*See
      accompanying notes to consolidated financial statements.*





-3-





**Oak
      HillFinancial, Inc.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**





For
                the
            
            
            For
                theNine
                Months Ended
            
            
            Three
                Months EndedSeptember
                30,
            
            
            September
                30,*(In
                thousands, except share data)*
            
            2007
            
            
            2006
            
            
            2007
            
            
            2006(Unaudited)**INTEREST
                INCOME**Loans
            
            $
            57,622
            
            
            $
            53,957
            
            
            $
            19,457
            
            
            $
            18,685Investment
                securities
            
            
            5,516
            
            
            
            4,677
            
            
            
            1,966
            
            
            
            1,651Interest-bearing
                deposits and other
            
            
            609
            
            
            
            466
            
            
            
            164
            
            
            
            146Total
                interest income
            
            
            63,747
            
            
            
            59,100
            
            
            
            21,587
            
            
            
            20,482**INTEREST
                EXPENSE**Deposits
            
            
            26,729
            
            
            
            23,350
            
            
            
            9,065
            
            
            
            8,252Borrowings
            
            
            8,870
            
            
            
            6,903
            
            
            
            2,986
            
            
            
            2,594Total
                interest expense
            
            
            35,599
            
            
            
            30,253
            
            
            
            12,051
            
            
            
            10,846Net
                interest income
            
            
            28,148
            
            
            
            28,847
            
            
            
            9,536
            
            
            
            9,636Provision
                for losses on loans
            
            
            1,947
            
            
            
            1,729
            
            
            
            1,122
            
            
            
            456Net
                interest income after provision for losses on loans
            
            
            26,201
            
            
            
            27,118
            
            
            
            8,414
            
            
            
            9,180**OTHER
                INCOME (LOSS)**Service
                fees, charges and other operating
            
            
            6,421
            
            
            
            6,300
            
            
            
            2,250
            
            
            
            2,070Commission
                income
            
            
            2,514
            
            
            
            2,584
            
            
            
            764
            
            
            
            891Bank
                owned life insurance
            
            
            1,344
            
            
            
            395
            
            
            
            112
            
            
            
            126Gain
                on sale of loans
            
            
            437
            
            
            
            742
            
            
            
            87
            
            
            
            200Gain
                on sale of securities
            
            
            175
            
            
            
            145
            
            
            
            54
            
            
            
            41Loss
                on sale of other real estate owned
            
            
            (373
            )
            
            
            (56
            )
            
            
            -
            
            
            
            (12
            )Mark
                to market adjustment on loans transferred to held for sale
            
            
            (10,943
            )
            
            
            -
            
            
            
            (10,943
            )
            
            
            -Total
                other income (loss)
            
            
            (425
            )
            
            
            10,110
            
            
            
            (7,676
            )
            
            
            3,316**GENERAL,
                ADMINISTRATIVE AND OTHER EXPENSE**Employee
                compensation and benefits
            
            
            13,359
            
            
            
            12,751
            
            
            
            4,441
            
            
            
            4,347Occupancy
                and equipment
            
            
            3,447
            
            
            
            3,043
            
            
            
            1,146
            
            
            
            1,063Federal
                deposit insurance premiums
            
            
            86
            
            
            
            93
            
            
            
            28
            
            
            
            30Franchise
                taxes
            
            
            1,000
            
            
            
            1,072
            
            
            
            360
            
            
            
            276Other
                operating
            
            
            6,877
            
            
            
            7,272
            
            
            
            2,076
            
            
            
            2,511Amortization
                of core deposit intangible
            
            
            565
            
            
            
            740
            
            
            
            174
            
            
            
            228Merger-related
                expenses
            
            
            327
            
            
            
            -
            
            
            
            327
            
            
            
            -Total
                general, administrative and other expense
            
            
            25,661
            
            
            
            24,971
            
            
            
            8,552
            
            
            
            8,455Earnings
                (loss) before federal income taxes
            
            
            115
            
            
            
            12,257
            
            
            
            (7,814
            )
            
            
            4,041**FEDERAL
                INCOME TAX (BENEFIT)**Current
            
            
            1,566
            
            
            
            2,252
            
            
            
            654
            
            
            
            863Deferred
            
            
            (3,379
            )
            
            
            337
            
            
            
            (3,822
            )
            
            
            (2
            )Total
                federal income tax (benefit)
            
            
            (1,813
            )
            
            
            2,589
            
            
            
            (3,168
            )
            
            
            861**NET
                EARNINGS (LOSS)**
            
            **$**
            **1,928**
            
            
            **$**
            **9,668**
            
            
            **$**
            **(4,646**
            **)**
            
            **$**
            **3,180****EARNINGS
                (LOSS) PER SHARE**Basic
            
            **$**
            **0.36**
            
            
            **$**
            **1.77**
            
            
            **$**
            **(0.87**
            **)**
            
            **$**
            **0.59**Diluted
            
            **$**
            **0.36**
            
            
            **$**
            **1.74**
            
            
            **N/A**
            
            
            **$**
            **0.58****DIVIDENDS
                PER SHARE**
            
            **$**
            **0.63**
            
            
            **$**
            **0.57**
            
            
            **$**
            **0.21**
            
            
            **$**
            **0.19**




*See
      accompanying notes to consolidated financial statements.*





-4-





**Oak
      Hill Financial, Inc.**


**CONSOLIDATED
      STATEMENTS OF COMPREHENSIVE INCOME**


For
                the
            
            
            For
                theNine
                Months Ended
            
            
            Three
                Months EndedSeptember
                30,
            
            
            September
                30,*(In
                thousands)*
            
            2007
            
            
            2006
            
            
            2007
            
            
            2006Net
                earnings (loss)
            
            $
            1,928
            
            
            $
            9,668
            
            
            $
            (4,646
            )
            
            $
            3,180Other
                comprehensive income (loss), net of related tax effects:Unrealized
                gains (losses) on securities designated as availablefor
                sale, net of taxes (benefits) of $(54), $399, $398 and$1,157,
                respectively
            
            
            (98
            )
            
            
            740
            
            
            
            741
            
            
            
            2,148Reclassification
                adjustment for realized (gains) losses includedin
                net earnings, net of taxes of $61, $51, $19 and$15,
                respectively
            
            
            (115
            )
            
            
            (94
            )
            
            
            (36
            )
            
            
            (26
            )Comprehensive
                income (loss)
            
            **$**
            **1,715**
            
            
            **$**
            **10,314**
            
            
            **$**
            **(3,941**
            **)**
            
            **$**
            **5,302**Accumulated
                comprehensive income (loss)
            
            **$**
            **(513**
            **)**
            
            **$**
            **305**
            
            
            **$**
            **(513**
            **)**
            
            **$**
            **305**





*See
      accompanying notes to consolidated financial statements.*











-5-








**Oak
      Hill Financial, Inc.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**




For
                the Nine Months EndedSeptember
                30,*(In
                thousands)*
            
            2007
            
            
            2006(Unaudited)**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                earnings for the period
            
            $
            1,928
            
            
            $
            9,668Adjustments
                to reconcile net earnings to net cash provided byoperating
                activities:Depreciation
                and amortization
            
            
            1,311
            
            
            
            1,135Amortization
                of core deposit intangible
            
            
            565
            
            
            
            741Gain
                on sale of securities
            
            
            (175
            )
            
            
            (145
            )Amortization
                of premiums, discounts and mortgage servicing rights – net
            
            
            663
            
            
            
            672Proceeds
                from sale of loans in secondary market
            
            
            12,675
            
            
            
            23,319Loans
                disbursed for sale in secondary market
            
            
            (12,635
            )
            
            
            (23,483
            )Gain
                on sale of loans
            
            
            (253
            )
            
            
            (430
            )Amortization
                (accretion) of deferred loan origination (fees) costs
            
            
            287
            
            
            
            (367
            )Loss
                on sale of other real estate owned
            
            
            373
            
            
            
            56Loss
                on disposition of assets
            
            
            16
            
            
            
            -Purchase
                of loans
            
            
            -
            
            
            
            (451
            )Federal
                Home Loan Bank stock dividends
            
            
            -
            
            
            
            (332
            )Provision
                for losses on loans
            
            
            1,947
            
            
            
            1,729Compensation
                expense related to stock incentive plan
            
            
            23
            
            
            
            23(Increase)
                decrease in cash surrender value ofbank
                owned life insurance
            
            
            304
            
            
            
            (395
            )Increase
                (decrease) in cash due to changes in:Prepaid
                expenses and other assets
            
            
            (583
            )
            
            
            (1,899
            )Accrued
                interest receivable
            
            
            (754
            )
            
            
            (866
            )Accrued
                interest payable and other liabilities
            
            
            160
            
            
            
            206Federal
                income taxesCurrent
            
            
            910
            
            
            
            603Deferred
            
            
            (3,379
            )
            
            
            337Net
                cash provided by operating activities
            
            
            1,563
            
            
            
            10,121**CASH
                FLOWS USED IN INVESTING ACTIVITIES:**Loan
                disbursements
            
            
            (196,898
            )
            
            
            (252,247
            )Principal
                repayments on loans
            
            
            203,927
            
            
            
            246,800Principal
                repayments on mortgage-backed securities designatedas
                available for sale
            
            
            21,858
            
            
            
            12,232Proceeds
                from sale of investment securities designatedas
                available for sale
            
            
            17,084
            
            
            
            23,528Proceeds
                from maturity of investment securities
            
            
            14,961
            
            
            
            1,211Proceeds
                from disposition of assets
            
            
            59
            
            
            
            -Proceeds
                from sale of other real estate owned
            
            
            2,951
            
            
            
            567Purchase
                of investment securities designatedas
                available for sale
            
            
            (63,187
            )
            
            
            (46,031
            )Purchase
                of insurance agency
            
            
            (238
            )
            
            
            -Purchase
                of office premises and equipment
            
            
            (1,881
            )
            
            
            (5,441
            )Net
                cash used in investing activities
            
            
            (1,364
            )
            
            
            (19,381
            )Net
                cash provided by (used in) operating and investing
                activities(balance
                carried forward)
            
            
            199
            
            
            
            (9,260
            )





*See
      accompanying notes to consolidated financial statements.*








-6-








**Oak
      Hill Financial, Inc.**


**CONSOLIDATED
      STATEMENTS OF CASH
      FLOWS***(continued)*


For
                the Nine Months EndedSeptember
                30,*(In
                thousands)*
            
            2007
            
            
            2006(Unaudited)Net
                cash provided by (used in) operating and investing
                activities(balance
                brought forward)
            
            $
            199
            
            
            $
            (9,260
            )**CASH
                FLOWS PROVIDED BY FINANCING ACTIVITIES:**Net
                proceeds from securities sold under agreement to
                repurchase
            
            
            1,193
            
            
            
            22,838Net
                increase (decrease) in deposit accounts
            
            
            7,493
            
            
            
            (14,691
            )Proceeds
                from Federal Home Loan Bank advances
            
            
            47,400
            
            
            
            57,000Repayments
                of Federal Home Loan Bank advances
            
            
            (56,933
            )
            
            
            (50,798
            )Dividends
                on common shares
            
            
            (3,367
            )
            
            
            (3,096
            )Purchase
                of treasury shares
            
            
            -
            
            
            
            (7,778
            )Proceeds
                from issuance of shares under stock option plan
            
            
            950
            
            
            
            496Tax
                benefit of stock options exercised
            
            
            290
            
            
            
            132Net
                cash provided by (used in) financing activities
            
            
            (2,974
            )
            
            
            4,103Net
                decrease in cash and cash equivalents
            
            
            (2,775
            )
            
            
            (5,157
            )Cash
                and cash equivalents at beginning of period
            
            
            23,247
            
            
            
            26,400Cash
                and cash equivalents at end of period
            
            **$**
            **20,472**
            
            
            **$**
            **21,243****SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION:**Cash
                paid during the period for:Federal
                income taxes
            
            **$**
            **2,189**
            
            
            **$**
            **1,549**Interest
                on deposits and borrowings
            
            **$**
            **35,791**
            
            
            **$**
            **30,367****SUPPLEMENTAL
                DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:**Unrealized
                gains (losses) on securities designated as available for
                sale,net
                of related tax benefits
            
            **$**
            **(98**
            **)**
            
            **$**
            **740**Recognition
                of mortgage servicing rights in accordance with SFAS No. 140 and
                156
            
            **$**
            **184**
            
            
            **$**
            **312**Transfer
                from loans to real estate acquired through foreclosure
            
            **$**
            **521**
            
            
            **$**
            **2,479**Transfer
                of loans to held for sale at market
            
            **$**
            **18,826**
            
            
            **$**
            **-****SUPPLEMENTAL
                DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:**Issuance
                of note payable in connection with the purchaseof
                insurance agency
            
            **$**
            **312**
            
            
            **$**
            **-**Issuance
                of treasury stock in exchange for exercise of stock
                options
            
            **$**
            **252**
            
            
            **$**
            **-**





*See
      accompanying notes to consolidated financial statements.*








-7-








**Oak
      Hill Financial, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


For
      the
      three and nine month periods ended September 30, 2007 and 2006





On
      July 19, 2007 WesBanco, Inc.
      (“WesBanco”) and Oak Hill Financial, Inc. (the “Company”) entered into a
      definitive Agreement and Plan of Merger (the “Merger Agreement”) providing for
      the merger of the Company with and into WesBanco.  Under the terms of
      the Agreement and Plan of Merger, WesBanco will exchange a combination of its
      common stock and cash for the Company common stock.  The Company
      shareholders will be entitled to receive either 1.256 shares of WesBanco common
      stock or cash in the amount of $38.00 per share for each share of the Company
      common stock held subject to an overall allocation of 90% stock and 10% cash
      in
      the exchange.  Common stock received by the Company shareholders is
      anticipated to qualify as a tax-free exchange.  The transaction has
      been approved by the directors of both companies.





Consummation
      of the merger is subject
      to a number of customary conditions, including but not limited to (i) the
      approval of the Merger Agreement by the shareholders of WesBanco and the
      Company, and (ii) the receipt of the required regulatory
      approvals.  The transaction is expected to close in December
      2007.





In
      connection with the Merger
      Agreement, WesBanco has identified approximately $33.3 million of gross loans
      which will be sold at or near the date of combination and are classified as
      held
      for sale at September 30, 2007. These loans were transferred from the loan
      portfolio to the held for sale category during the current quarter ended
      September 30, 2007 with Oak Hill recognizing a mark to market loss totaling
      $10.9 million, and a transfer of $3.5 million of allowance for loan loss to
      the
      lower of cost or market valuation allowance. Such loans primarily consist of
      Oak
      Hill’s internally criticized assets or represent credit concentrations that are
      not consistent with WesBanco’s lending philosophy and are comprised of $ 29.2
      million of commercial real estate loans, $3.1 million of commercial loans and
      $1.0 million of residential real estate loans.





1.
      *Basis of Presentation*





Oak
      Hill
      Financial, Inc. is a financial holding company the principal assets of which
      have been its ownership of Oak Hill Banks (“Oak Hill”) and Oak Hill Financial
      Insurance (“OHFI”). The Company also owns forty-nine percent of Oak Hill Title
      Agency, LLC (“Oak Hill Title”) which provides title services for commercial and
      residential real estate transactions.  Accordingly, the Company’s
      results of operations are primarily dependent upon the results of operations
      of
      its subsidiaries.





Oak
      Hill
      conducts a general commercial banking business in southern and central Ohio
      which consists of attracting deposits from the general public and applying
      those
      funds to the origination of loans for commercial, consumer and residential
      purposes. OHFI is an insurance agency specializing in group health insurance
      and
      other employee benefits.





Oak
      Hill’s profitability is significantly dependent on net interest income, which is
      the difference between interest income generated from interest-earning assets
      (i.e., loans and investments) and the interest expense paid on interest-bearing
      liabilities (i.e., customer deposits and borrowed funds). Net interest income
      is
      affected by the relative amount of interest-earning assets and interest-bearing
      liabilities and the interest received or paid on these balances. The level
      of
      interest rates paid or received by Oak Hill can be significantly influenced
      by a
      number of competitive factors, such as governmental monetary policy, that are
      outside of management’s control.





The
      accompanying unaudited consolidated
      financial statements were prepared in accordance with instructions for Form
      10-Q
      and, therefore, do not include information or footnotes necessary for a complete
      presentation of financial position, results of operations and cash flows in
      conformity with accounting principles generally accepted in the United States
      of
      America. Accordingly, these financial statements should be read in conjunction
      with the consolidated financial statements and notes thereto of the Company
      included in the Annual Report on Form 10-K for the year ended December 31,
      2006.
      However, all adjustments (consisting of normal recurring accruals), which,
      in
      the opinion of management, are necessary for a fair presentation of the
      consolidated financial statements, have been included. The results of operations
      for the three and nine months ended September 30, 2007 are not necessarily
      indicative of the results that may be expected for the entire year.





2.
      *Principles of Consolidation*





The
                consolidated financial statements include the accounts of the Company
                and
                its wholly-owned subsidiaries, Oak Hill and OHFI. Oak Hill Title
                is
                included in the financial statements of the Company with the 51%
                outside
                ownership being accounted for as minority interest. All intercompany
                balances and transactions have been
                eliminated.





3.
      *Liquidity and Capital Resources*





Like
      other financial institutions, the Company must ensure that sufficient funds
      are
      available to meet deposit withdrawals, loan commitments, and expenses. Control
      of the Company’s cash flow requires the anticipation of deposit flows and loan
      payments. The Company’s primary sources of funds are deposits, borrowings and
      principal and interest payments on loans. The Company uses funds from deposit
      inflows, proceeds from borrowings and principal and interest payments on loans
      primarily to originate loans, and to purchase short-term investment securities
      and interest-bearing deposits.





-8-








**Oak
      Hill Financial, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


For
      the
      three and nine month periods ended September 30, 2007 and 2006





3.*Liquidity
      and Capital Resources**(continued)*





At
      September 30, 2007, the Company had $404.2 million of certificates of deposit
      maturing within one year. It has been the Company’s historic experience that
      such certificates of deposit will be renewed with Oak Hill at market rates
      of
      interest. It is management’s belief that maturing certificates of deposit over
      the next year will similarly be renewed with Oak Hill at market rates of
      interest.





In
      the
      event that certificates of deposit cannot be renewed at prevalent market rates,
      the Company can obtain up to $237.9 million in advances from the Federal Home
      Loan Bank of Cincinnati (“FHLB”). Also, as an operational philosophy, the
      Company seeks to obtain advances to help with asset/liability management and
      liquidity. At September 30, 2007, the Company had $148.1 million of outstanding
      FHLB advances and $5.1 million of letters of credit pledged for public
      deposits.





The
      Company engages in off-balance sheet credit-related activities that could
      require the Company to make cash payments in the event that specified future
      events occur. The contractual amounts of these activities represent the maximum
      exposure to the Company. However, certain off-balance sheet commitments are
      expected to expire or be only partially used; therefore, the total amount of
      commitments does not necessarily represent future cash requirements. These
      off-balance sheet activities are necessary to meet the financing needs of the
      Company’s customers. At September 30, 2007, the Company had total off-balance
      sheet contractual commitments consisting of $19.4 million to originate loans,
      $126.1 million in unused lines of credit and letters of credit totaling $2.1
      million. Funding for these amounts is expected to be provided by the sources
      described above. Management believes the Company has adequate resources to
      meet
      its normal funding requirements. The lending commitments are generally secured
      by varying forms of collateral such as inventory, accounts receivable, equipment
      and other real estate.





The
      table below details the amount of
      loan commitments, unused lines of credit and letters of credit outstanding
      at
      September 30, 2007 by expiration period:





One
                year
            
            
            One
                to
            
            
            After*(In
                thousands)*
            
            or
                less
            
            
            three
                years
            
            
            three
                years
            
            
            TotalLoan
                commitments
            
            $
            19,393
            
            
            $
            -
            
            
            $
            -
            
            
            $
            19,393Unused
                lines of credit
            
            
            59,101
            
            
            
            24,958
            
            
            
            42,004
            
            
            
            126,063Letters
                of credit
            
            
            1,322
            
            
            
            786
            
            
            
            -
            
            
            
            2,108$
            79,816
            
            
            $
            25,744
            
            
            $
            42,004
            
            
            $
            147,564




The
      table below details the amount of contractual obligations outstanding at
      September 30, 2007, by expiration date:





One
                year
            
            
            One
                to
            
            
            After*(In
                thousands)*
            
            or
                less
            
            
            three
                years
            
            
            three
                years
            
            
            TotalAdvances
                and letters of credit from the Federal Home Loan Bank
            
            $
            41,550
            
            
            $
            43,296
            
            
            $
            68,355
            
            
            $
            153,201Securities
                sold under agreement to repurchase
            
            
            15,534
            
            
            
            -
            
            
            
            42,000
            
            
            
            57,534Subordinated
                debentures
            
            
            -
            
            
            
            -
            
            
            
            23,000
            
            
            
            23,000Lease
                obligations
            
            
            489
            
            
            
            502
            
            
            
            615
            
            
            
            1,606$
            57,573
            
            
            $
            43,798
            
            
            $
            133,970
            
            
            $
            235,341











-9-











**Oak
      Hill Financial, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


For
      the
      three and nine month periods ended September 30, 2007 and 2006





4.
      *Mortgage Servicing Assets*





Activity
                with respect to the Company’s mortgage servicing assets for the periods
                ended September 30, 2007 and December 31, 2006 is as
                follows:





*(In
                thousands)*
            
            September
                30, 2007
            
            
            December
                31, 2006Beginning
                balance
            
            $
            3,440
            
            
            $
            3,458Recognition
                of mortgage servicing rights on sale of loans
            
            
            184
            
            
            
            367Amortization
            
            
            (276
            )
            
            
            (385
            )Ending
                balance
            
            
            3,348
            
            
            
            3,440Beginning
                valuation allowance
            
            
            (152
            )
            
            
            (130
            )Valuation
                allowance recorded
            
            
            (81
            )
            
            
            (22
            )Valuation
                allowance recapturedEnding
                valuation allowance
            
            
            (233
            )
            
            
            (152
            )Net
                carrying value
            
            $
            3,115
            
            
            $
            3,288




5.
      *Earnings Per Share*





Basic
      earnings per common share is computed based upon the weighted-average number
      of
      common shares outstanding during the period. Diluted earnings per common share
      is computed including the dilutive effect of additional potential common shares
      issuable under stock options.  The computations were as
      follows:





For
                the Nine Months Ended
            
            
            For
                the Three Months EndedSeptember
                30,
            
            
            September
                30,2007
            
            
            2006
            
            
            2007
            
            
            2006Weighted-average
                common shares outstanding (basic)
            
            
            5,339,004
            
            
            
            5,467,480
            
            
            
            5,350,252
            
            
            
            5,379,089Dilutive
                effect of assumed exercise of stock options
            
            
            60,257
            
            
            
            89,423
            
            
            N/A
            
            
            
            80,672Weighted-average
                common shares outstanding (diluted)
            
            
            5,399,261
            
            
            
            5,556,903
            
            
            N/A
            
            
            
            5,459,761








Options
      to purchase 158,800 shares of common stock with a weighted-average exercise
      price of $34.88 were outstanding at September 30, 2007, but were excluded from
      the computation of common share equivalents for the nine month period ended
      September 30, 2007 because the exercise prices were greater than the average
      market price of the common shares. There is no dilutive effect for options
      for
      the three months ended September 30, 2007 due to the net loss. Options to
      purchase 172,550 shares of common stock with a weighted-average exercise price
      of $34.87 were outstanding at September 30, 2006 but excluded from the
      computation of common share equivalents for the nine and three month periods
      ended September 30, 2006 because the exercise prices were greater than the
      average market price of the common shares.





6.
      *Income Taxes*





The
      Company adopted the provisions of Financial Accounting Standards Board (“FASB”)
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”)
      on January 1, 2007. Previously, the Company had accounted for tax contingencies
      in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 5,
“Accounting for Contingencies.” As required by FIN 48, which clarifies SFAS No.
      109 “Accounting for Income Taxes,” the Company recognizes the financial
      statement benefit of a tax position only after determining that the relevant
      tax
      authority would more likely than not sustain the position following an audit.
      For tax positions meeting the more-likely-than-not threshold, the amount
      recognized in the financial statements is the largest benefit that has a greater
      than 50 percent likelihood of being realized upon ultimate settlement with
      the
      relevant tax authority. At the adoption date, the Company applied FIN 48 to
      all
      tax positions for which the statute of limitations remained open. As a result
      of
      the implementation of FIN 48, the Company was not required to record any
      liability for unrecognized tax benefits as of January 1, 2007. There have been
      no material changes in unrecognized tax benefits since January 1, 2007.




The
      Company is subject to income taxes in the U.S. federal jurisdiction, as well
      as,
      various state jurisdictions. Tax regulations within each jurisdiction are
      subject to the interpretation of the related tax laws and regulations and
      require significant





-10-








**Oak
      Hill Financial, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


For
      the
      three and nine month periods ended September 30, 2007 and 2006





6.*Income
      Taxes**(continued)*





judgment
      to apply. With few exceptions, the Company is no longer subject to U.S. federal,
      state and local, or non-U.S. income tax examinations by tax authorities for
      the
      years before 2003.





The
      Company is currently under examination by the Internal Revenue Service for
      the
      year ended December 31, 2004. The Company expects this examination to be
      concluded and settled in the next 12 months without material adverse effect
      to
      the consolidated financial statements.





The
      Company will recognize, if applicable, interest accrued related to unrecognized
      tax benefits in interest expense and penalties in operating
      expenses.





The
      tax
      benefit for the nine months ended includes the effect of $996,000 in non-taxable
      proceeds from life insurance, $2.0 million of non-taxable municipal income,
      and
      $825,000 new markets tax credit.





7.  *Critical
      Accounting Policies*





The
      preparation of consolidated financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to use judgments in making estimates and assumptions that affect
      the
      reported amounts of assets, liabilities, revenues and expenses.  The
      following critical accounting policies are based upon judgments and assumptions
      by management that include inherent risks and uncertainties.





*Allowance
      for Losses on Loans:*The balance in the allowance is an
      accounting estimate of probable but unconfirmed and unrecorded asset impairment
      that has occurred in the Company’s loan portfolio as of the date of the
      consolidated financial statements. It is the Company’s policy to provide
      valuation allowances for estimated losses on loans based upon past loss
      experience, adjusted for changes in trends and conditions of the certain items,
      including:





·
            Local
                market areas and national economic
                developments;





·
            Levels
                of and trends in delinquencies and impaired
                loans;





·
            Levels
                of and trends in recoveries of prior
                charge-offs;





·
            Adverse
                situations that may affect specific borrowers’ ability to
                repay;





·
            Effects
                of any changes in lending policies and
                procedures;





·
            Credit
                concentrations;





·
            Experience,
                ability, and depth of lending management and credit administration
                staff;





·
            Volume
                and terms of loans; and





·
            Current
                collateral values, where
                appropriate.





When
      the
      collection of a loan becomes doubtful, or otherwise troubled, the Company
      records a loan loss provision equal to the difference between the fair value
      of
      the property securing the loan and the loan’s carrying
      value.  Unsecured credits are charged- off upon becoming contractually
      delinquent for greater than 90 days.  Major loans and major lending
      areas are reviewed periodically to determine potential problems at an early
      date. The allowance for loan losses is increased by charges to earnings and
      decreased by charge-offs (net of recoveries).





The
      Company accounts for its allowance for losses on loans in accordance with SFAS
      No. 5, “Accounting for Contingencies,” and SFAS No. 114, “Accounting by
      Creditors for Impairment of a Loan.” Both Statements require the Company to
      evaluate the collectibility of both contractual interest and principal loan
      payments.  SFAS No. 5 requires the accrual of a loss when it is
      probable that a loan has been impaired and the amount of the loss can be
      reasonably estimated. SFAS No. 114 requires that impaired loans be measured
      based upon the present value of expected future cash flows discounted at the
      loan’s effective interest rate or, as an alternative, at the loans’ observable
      market price or fair value of the collateral if the loan is collateral
      dependent.




A
      loan is defined under SFAS No. 114 as
      impaired when, based on current information and events, it is probable that
      a
      creditor will be unable to collect all amounts due according to the contractual
      terms of the loan agreement. In applying the





-11-








**Oak
      Hill Financial, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


For
      the
      three and nine month periods ended September 30, 2007 and 2006





7.*Critical
      Accounting Policies**(continued)*





provisions
      of SFAS No. 114, the Company considers its investment in one-to-four family
      residential loans, consumer installment loans and credit card loans to be
      homogeneous and therefore excluded from separate identification for evaluation
      of impairment. These homogeneous loan groups are evaluated for impairment in
      accordance with SFAS No. 5.  With respect to the Company’s investment
      in commercial and other loans, and its evaluation of impairment thereof,
      management believes such loans are adequately collateralized and as a result
      impaired loans are carried as a practical expedient at the lower of cost or
      fair
      value.





It
      is the
      Company’s policy to charge off unsecured credits that are more than ninety days
      delinquent. Similarly, collateral- dependent loans which become more than ninety
      days delinquent are considered to constitute more than a minimum delay in
      repayment and are evaluated for impairment under SFAS No. 114 at that
      time.





*Goodwill
      and Other Intangible Assets.*The Company has recorded goodwill and core
      deposit intangibles as a result of merger and acquisition activity.





Goodwill
      represents the excess purchase price paid over the net book value of the assets
      acquired in a merger or acquisition. Pursuant to SFAS No. 142, “Goodwill and
      Intangible Assets,” goodwill is not amortized, but is tested for impairment at
      the reporting unit annually and whenever an impairment indicator arises. The
      evaluation involves assigning assets and liabilities to


reporting
      units and comparing the fair value of each reporting unit to its carrying value
      including goodwill. If the fair value of a reporting unit exceeds its carrying
      amount, goodwill is not considered impaired. However, if the carrying amount
      of
      the reporting unit exceeds the fair value, goodwill is considered impaired.
      The
      impairment loss equals the excess of carrying value over fair
      value.





Core
      deposit intangibles represent the value of long-term deposit relationships
      and
      are amortized over their estimated useful lives. The Company annually evaluates
      these estimated useful lives. If the Company determines that events or
      circumstances warrant a change in these estimated useful lives, the Company
      will
      adjust the amortization of the core deposit intangibles, which could affect
      future amortization expense.





8*.* *Share-based
      Compensation*





In
      December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which
      revises SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes
      Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued
      to Employees.” SFAS No. 123(R) requires that cost related to the fair value of
      all equity-based awards to employees, including grants of employee stock
      options, be recognized in the financial statements.





The
      Company adopted the provisions of
      SFAS No. 123(R) effective January 1, 2006, using the modified prospective
      transition method, as permitted, and therefore has not restated its financial
      statements for prior periods. Under this method, the Company has applied the
      provisions of SFAS No. 123(R) to new equity-based awards and to equity-based
      awards modified, repurchased, or cancelled after January 1, 2006. In addition,
      the Company has recognized compensation cost for the portion of equity-based
      awards for which the requisite service period has not been rendered (“unvested
      equity-based awards”) that were outstanding as of January 1, 2006. The
      compensation cost recorded for unvested equity-based awards will be based on
      their grant-date fair value. For the nine months ended September 30, 2007 and
      2006, the Company recorded $23,000 in compensation cost for equity-based awards
      that vested during the respective nine month periods ($15,000 after-tax,
      respectively). The Company has $37,000 of total unrecognized compensation cost
      related to non-vested equity-based awards granted under its stock incentive
      plan
      as of September 30, 2007, which is expected to be recognized over a
      weighted-average period of one year.





SFAS
      No. 123(R) requires that cash
      flows from the exercise of stock options resulting from tax benefits in excess
      of recognized cumulative compensation cost (“excess tax benefits”) be classified
      as financing cash flows. The Company had $290,000 and $132,000 of tax benefits
      classified as financing cash flows for the nine months ended September 30,
      2007
      and September 30, 2006, respectively. At September 30, 2007, the intrinsic
      value
      of outstanding options totaled $3.1million.





There
      were no options granted during
      the nine months ended September 30, 2007 and the year ended December 31,
      2006.











-12-











**Oak
      Hill Financial, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


For
      the
      three and nine month periods ended September 30, 2007 and 2006





8*.**Share-based
      Compensation**(continued)*





The
      Company has a stock incentive plan
      that provides for grants of options of up to 1,200,000 authorized, but unissued
      shares of its common stock, restricted stock, stock appreciation rights, and
      other equity-based compensation. The following is a summary of the changes
      in
      outstanding options for the nine months ended September 30, 2007 and the year
      ended December 31, 2006:





Nine
                Months Ended September 30, 2007
            
            
            Year
                Ended December 31, 2006Weighted-
            
            
            
            
            
            Weighted-Average
            
            
            
            
            
            AverageExercise
            
            
            
            
            
            ExerciseShares
            
            
            Price
            
            
            Shares
            
            
            PriceOutstanding
                at beginning of period
            
            
            434,383
            
            
            $
            23.27
            
            
            
            484,233
            
            
            $
            23.14Granted
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Exercised
            
            
            (67,583
            )
            
            
            16.60
            
            
            
            (33,300
            )
            
            
            15.89Forfeited
            
            
            (10,300
            )
            
            
            34.65
            
            
            
            (16,550
            )
            
            
            34.14Outstanding
                at end of period
            
            
            356,500
            
            
            $
            24.21
            
            
            
            434,383
            
            
            $
            23.27Exercisable
                at end of period
            
            
            354,500
            
            
            $
            24.17
            
            
            
            429,383
            
            
            $
            23.16Weighted-average
                remaining contractual term
            
            
            
            
            
            5.7
                years
            
            
            
            
            
            
            6.3
                years




The
      following is a summary of the
      changes in restricted stock for the nine months ended September 30, 2007 and
      the
      year ended December 31, 2006:





Nine
                Months Ended September 30, 2007
            
            
            Year
                Ended December 31, 2006Fair
                Value
            
            
            
            
            
            Fair
                ValueShares
            
            
            at
                Grant
            
            
            Shares
            
            
            at
                GrantOutstanding
                at beginning of period
            
            
            1,234
            
            
            $
            30.30
            
            
            
            3,594
            
            
            $
            31.72Granted
            
            
            1,000
            
            
            
            27.98
            
            
            
            -
            
            
            
            -Vested
            
            
            -
            
            
            
            -
            
            
            
            (1,893
            )
            
            
            31.29Cancelled
            
            
            -
            
            
            
            -
            
            
            
            (467
            )
            
            
            37.21Outstanding
                at end of period
            
            
            2,234
            
            
            $
            29.26
            
            
            
            1,234
            
            
            $
            30.30




9.
      *Effects of Recent Accounting Pronouncements*





In
      September 2006, the FASB issued SFAS
      No. 157, “Fair Value Measurements.” This Statement defines fair value,
      establishes a framework for measuring fair value and expands disclosures about
      fair value measurements. This Statement emphasizes that fair value is a
      market-based measurement and should be determined based on assumptions that
      a
      market participant would use when pricing an asset or liability. This Statement
      clarifies that market participant assumptions should include assumptions about
      risk as well as the effect of a restriction on the sale or use of an asset.
      Additionally, this Statement establishes a fair value hierarchy that provides
      the highest priority to quoted prices in active markets and the lowest priority
      to unobservable data. This Statement is effective for fiscal years beginning
      after November 15, 2007, or January 1, 2008 as to the Company, and interim
      periods within that fiscal year. The adoption of this Statement is not expected
      to have a material adverse effect on the Company’s financial position or results
      of operations.





In
      February 2007, the FASB issued
      SFAS No. 159, “The Fair Value Option for Financial Assets and Financial
      Liabilities—Including an Amendment of FASB Statement No. 115”. This
      Statement allows companies the choice to measure many financial instruments
      and
      certain other items at fair value. The objective is to improve financial
      reporting by providing entities with the opportunity to mitigate volatility
      in
      reported earnings caused by measuring related assets and liabilities differently
      without having to apply complex hedge accounting provisions. This Statement
      is
      expected to expand the use of fair value measurement, which is consistent with
      the Board's long-term measurement objectives for accounting for financial
      instruments. This Statement is effective as of the beginning of an entity's
      first fiscal year that begins after November 15, 2007, or January 1, 2008 as
      to
      the Company, and interim periods within that fiscal year. Early adoption is
      permitted as of the beginning of a fiscal year that begins on or before November
      15, 2007, provided the entity also elects to apply the provisions of SFAS No.
      157, “Fair Value Measurements.” The Company is currently evaluating the impact
      the adoption of SFAS No. 159 will have on the financial statements.





-13-








**Forward-Looking
      Statements**





This
      report, including Management’s Discussion and Analysis of Financial Condition
      and Results of Operations, contains forward-looking statements about the
      Company.  These forward-looking statements include statements
      regarding financial condition, results of operations, plans, objectives, and
      the
      future performance and business of the Company, including management’s
      establishment of an allowance for loan losses, its statements regarding the
      adequacy of such allowance for loan losses, and management’s belief that the
      allowance for loan losses is adequate.  Forward-looking statements can
      be identified by the fact that they do not relate strictly to historical or
      current facts.





By
      their
      nature, forward-looking statements are subject to numerous assumptions, risks,
      and uncertainties. A number of factors could cause actual conditions, events,
      or
      results to differ significantly and materially from those described in the
      forward-looking statements.  These factors include, but are not
      limited to, those set forth below and under the heading “Business Risks”
included in Item 1 of the Company’s Annual Report on Form 10-K for the year
      ended December 31, 2006 (“2006 Form 10-K”), and other factors described in the
      2006 Form 10-K, and from time-to-time in other filings with the Securities
      and
      Exchange Commission.





Forward-looking
      statements speak only as of the date they are made.  The Company
      assumes no obligation to update forward-looking statements to reflect
      circumstances or events that occur after the date the forward-looking statements
      were made or to reflect the occurrence of unanticipated events.





**Risk
      Factors**




Oak
      Hill
      Financial, like other financial companies, is subject to a number of risks,
      many
      of which are outside of management’s control.  Management strives to
      mitigate those risks while optimizing returns. Among the risks assumed are:
      (1)
**credit risk**, which is the risk that loan customers or other
      counterparties will be unable to perform their contractual obligations, (2)
      **market risk**, which is the risk that changes in market rates and
      prices will adversely affect the Company’s financial condition or results of
      operations, (3) **liquidity risk**, which is the risk that the
      Company will have insufficient cash or access to cash to meet operating needs,
      (4) **operational risk**, which is the risk of loss resulting from
      inadequate or failed internal processes, people, systems, or external events,
      and (5) **legal risk**, which is the risk of legal proceedings
      against the Company as well as regulatory and governmental reviews or
      investigations that arise in the course of the Company’s
      business.  The description of the Company’s business contained in Item
      1 of its 2006 Form 10-K, while not all inclusive, discusses a number of business
      risks that, in addition to the other information in this report, readers should
      carefully consider.





Item
      2:
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations





**Oak
      Hill Financial, Inc.**


**MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**


For
      the
      nine and three month periods ended September 30, 2007 and 2006





*Discussion
      of Financial Condition Changes from December 31, 2006 to September 30,
      2007*





The
      Company’s total assets amounted to $1.3 billion at September 30, 2007, a
      decrease of $780,000, or 0.1%, from the total at December 31, 2006. The decrease
      in assets was the result of a decrease of $9.7 million, or 1.0%, in loans
      receivable and mortgage servicing assets, which was partially offset by an
      $8.7
      million increase in investment securities.





Cash
      and due from banks, federal funds
      sold, and investment securities, including mortgage-backed securities, increased
      by $6.0 million, or 3.3%, to a total of $184.8 million at September 30, 2007,
      compared to December 31, 2006. Investment securities increased by $8.7 million,
      as purchases of $63.2 million exceeded maturities and repayments of $36.8
      million and sales of $17.1 million.  Federal funds sold decreased by
      $615,000 during the nine-month period ended September 30, 2007.





Loans
      receivable, including loans held
      for sale and mortgage servicing assets, totaled $1.0 billion at September 30,
      2007, a decrease of $9.7 million, or 1.0%, from the comparable totals at
      December 31, 2006.  Loan disbursements and purchases totaled $209.5
      million during the nine-month period ended September 30, 2007, which were
      partially offset by loan sales of $12.4 million, principal repayments of $196.9
      million, and $10.9 million recorded in market value decline related to the
      mark-to-market effects associated with $33.3 million in gross loans identified
      as held for sale at September 30, 2007. These loans were identified as held
      for
      sale in connection with the requirements of the definitive agreement and pending
      merger with WesBanco, Inc. Loan disbursements and purchases decreased by $66.2
      million when compared to the same period in 2006.  Sales volume
      decreased by $10.5 million when compared to the same period in
      2006.  Loan originations declined primarily in the consumer loan area
      as competition in our market areas continues to intensify.  The
      decrease in the loan portfolio during the nine months ended September 30, 2007
      was comprised of a $16.3 million, or 15.2%, decrease in installment loans and
      a
      $9.5 million, or 6.1%, decrease in commercial and other loans, which were
      partially offset by a $12.4 million, or 2.0%, increase in commercial and
      residential real estate loans and a $3.7 million, or 7.0%, increase in
      construction and land development loans. The allowance for loan losses totaled
      $9.6 million at September 30, 2007, a decrease of $3.3 million, or 25.7%,
      from  the total at December 31, 2006.  The allowance for
      loan losses represented 0.94% and 1.25% of the total loan portfolio at September
      30, 2007 and December 31, 2006, respectively. This 31 basis point decrease
      is
      related to the transfer of loan loss allowance associated with loans transfered
      to held for sale at September 30, 2007,





-14-








**Oak
      Hill Financial, Inc.**


**MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**


For
      the
      nine and three month periods ended September 30, 2007 and 2006





Net
      charge-offs totaled approximately $1.8 million for the nine months ended
      September 30, 2007 and 2006. The Company’s allowance represented 86.4% and 95.2%
      of the nonperforming loans, which totaled $15.2 million and $13.6 million at
      September 30, 2007 and December 31, 2006, respectively. At September 30, 2007,
      nonperforming loans were comprised of $8.4 million of loans secured primarily
      by
      commercial real estate, $1.7 million in commercial and other loans, $4.8 million
      secured by one-to-four family residential real estate, and $392,000 in
      installment and credit card loans. Approximately $11.4 million of non-performing
      loans at September 30, 2007 are recorded as held for sale and appropriately
      recorded at estimated fair value. In management’s opinion, based upon its
      ongoing review, knowledge, and current information, the carrying value of
      commercial and non-residential credits are appropriate
      and****all nonperforming loans were adequately collateralized
      or reserved for at September 30, 2007.





Deposits
      totaled $950.4 million at
      September 30, 2007, an increase of $7.5 million, or 0.8%, over the total at
      December 31, 2006. Total savings and time deposits increased by $8.2 million,
      or
      1.0%, during the period. Total demand deposits decreased by $767,000, or 0.8%,
      during the period. Brokered deposits totaled $34.9 million, or 3.7% of total
      deposits, with a weighted-average cost of 4.50% at September 30, 2007, as
      compared to the $39.5 million, or 4.2% of total deposits, with a 3.87%
      weighted-average cost at December 31, 2006. Proceeds from deposit growth were
      used primarily to fund loan originations and to pay down FHLB
      advances.





Advances
      from the Federal Home Loan
      Bank totaled $148.1 million at September 30, 2007, a decrease of $9.5 million,
      or 6.0%, from the total at December 31, 2006. Securities sold under agreements
      to repurchase totaled $57.5 million at September 30, 2007, an increase of $1.2
      million, or 2.1%, over the total at December 31, 2006.





The
      Company’s stockholders’ equity amounted to $90.4 million at September 30, 2007,
      a decrease of $389,000, or 0.4%, from the balance at December 31, 2006. The
      decrease resulted primarily from dividends of $3.4 million and a $213,000
      increase in the unrealized loss on securities available for sale, net of tax,
      which was partially offset by net earnings of $1.9 million and proceeds from
      options and related tax benefits of $1.2 million.








*Comparison
      of Results of Operations for the Nine-Month Periods Ended September 30, 2007
      and
      2006*





*General*





Net
      earnings for the nine months ended September 30, 2007 totaled $1.9 million,
      a
      $7.7 million, or 80.1%, decrease from net earnings reported in the comparable
      2006 period. The decrease in earnings resulted primarily from a $10.9 million
      mark to market adjustment on loans held for sale, a $690,000 increase in
      general, administrative and other expenses, and a $699,000 decrease in net
      interest income, which were partially offset by a $4.4 million decrease in
      the
      provision for federal income tax expense and a $408,000 increase in total other
      income.





*Net
      Interest Income*





Total
      interest income for the nine months ended September 30, 2007, amounted to $63.7
      million, an increase of $4.6 million, or 7.9%, over the comparable 2006 period.
      Interest income on loans totaled $57.6 million, an increase of $3.7 million,
      or
      6.8%, over the 2006 period. This increase resulted primarily from a $9.2
      million, or 0.9%, increase in the average portfolio balance, to a total of
      $1.0
      billion for the nine months ended September 30, 2007, coupled with a 41 basis
      point increase in the average fully-taxable equivalent yield, to 7.43% for
      the
      nine month period ended September 30, 2007. Interest income on investment
      securities and other interest-earning assets increased by $982,000, or 19.1%.
      This increase resulted primarily from an $18.8 million, or 12.4%, increase
      in
      the average portfolio balance, to a total of $170.3 million for the nine months
      ended September 30, 2007, coupled with a 16 basis point increase in the average
      fully-taxable equivalent yield, to 5.51% for the nine months ended September
      30,
      2007.





Total
      interest expense amounted to $35.6 million for the nine months ended September
      30, 2007, an increase of $5.3 million, or 17.7%, over the comparable 2006
      period. Interest expense on deposits increased by $3.4 million, or 14.5%, to
      a
      total of $26.7 million for the nine months ended September 30, 2007. The
      increase resulted primarily from a 94 basis point increase in the average cost
      of deposits, to 4.15%, which was partially offset by a $112.7 million, or 11.6%,
      decrease in the average portfolio balance for the nine months ended September
      30, 2007. Interest expense on borrowings increased by $2.0 million, or 28.5%,
      for the nine months ended September 30, 2007. The increase was due to a $52.4
      million, or 29.1%, increase in the average borrowings outstanding for the nine
      months ended September 30, 2007, which was partially offset by a 2 basis point
      decrease in the average cost of borrowings, to 5.11% for the nine months ended
      September 30, 2007.











-15-











**Oak
      Hill Financial, Inc.**


**MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**


For
      the
      nine and three month periods ended September 30, 2007 and 2006





As
      a result of the foregoing changes in
      interest income and interest expense, net interest income decreased by $699,000,
      or 2.4%, for the nine months ended September 30, 2007, as compared to the same
      period in 2006. The interest rate spread decreased by 50 basis points, to 2.80%
      for the nine months ended September 30, 2007, compared to 3.30% for the nine
      months ended September 30, 2006. The fully-taxable equivalent net interest
      margin decreased by 16 basis points, from 3.39% to 3.23% for the nine months
      ended September 30, 2006 and 2007, respectively.





*Provision
      for Losses on Loans*





A
      provision for losses on loans is charged to earnings to bring the total
      allowance for loan losses to a level considered appropriate by management based
      on historical experience, the volume and type of lending conducted by the
      Company, the status of past due principal and interest payments, general
      economic conditions, particularly as such conditions relate to the Company’s
      market area, and other factors related to the collectibility of the Company’s
      loan portfolio.  As a result of such analysis, management recorded a
      $1.9 million provision for losses on loans for the nine months ended September
      30, 2007, an increase of $218,000, compared to same period in 2006. The
      provision recorded was predicated on net charge-offs of $1.8
      million, offset by an approximate $600,000 reduction in allowance
      allocations due to improvement in the credit quality of internally classified
      loans.





*Other
      Income (Loss)*





Other
      income (loss) totaled a loss of $425,000 for the nine months ended September
      30,
      2007, a decrease of $10.5 million, from the amount reported in the comparable
      2006 period. This decrease resulted primarily from a $10.9 million mark to
      market adjustment, coupled with a $317,000 increase in loss on sale of other
      real estate owned, a $305,000, or 41.1%, decrease in gain on sale of loans,
      and
      a $70,000, or 2.7%, decrease in commission income offset by a $996,000
      non-taxable gain recorded on insurance proceeds from bank owned life insurance,
      a $30,000, or 20.7%, increase in gain on sale of securities, and a $121,000,
      or
      1.9%, increase in service fees, charges and other income. The mark to market
      adjustment on the loans held for sale is related to the $33.3 million of gross
      loans WesBanco identified as outside the parameters of their internal lending
      policy. The increase in service charges and other income resulted primarily
      from
      a $384,000, or 9.6%, increase in service charges and deposits, a $174,000,
      or
      22.2%, increase in ATM fees, and $5,000, or 10.0%, increase in credit card
      fee
      income, which were partially offset by a decrease in other miscellaneous
      non-interest income income totaling $572,000, the effects of amortization and,
      impairment of mortgage servicing asset which decreased $122,000, and a $66,000
      decrease in real estate servicing fees. The $305,000 decline on gain on sale
      of
      loans is attributable to a decrease in sales volume of Small Business
      Administration and residential real estate loans with contributing effects
      of
      $195,000 and $110,000, respectively.  The increase in the loss on sale
      of other real estate owned is attributable to the sale during the period of
      a
      REO property with a carrying value totaling $3.0 million.





*General,
      Administrative and Other Expense*





General,
      administrative and other expense totaled $25.7 million for the nine months
      ended
      September 30, 2007, an increase of $690,000, or 2.8%, over the amount reported
      in the 2006 period. The increase resulted primarily from a $608,000, or 4.8%,
      increase in employee compensation and benefits, a $404,000, or 13.3%, increase
      in occupancy and equipment expense, and a $327,000 increase in merger-related
      expenses in 2007, which were partially offset by a $395,000, or 5.4%, decrease
      in other operating expenses, a $72,000, or 6.7%, decrease in franchise taxes,
      and a $175,000, or 23.6%, decrease in amortization of core deposit
      intangible.





The
      increase in occupancy and equipment expense was due primarily to a $195,000,
      or
      23.0%, increase in maintenance contracts and a $132,000, or 11.2%, increase
      in
      depreciation expense associated with the Company’s expansion in
      2006.  Additionally, the Company experienced a $63,000, or 11.1%,
      increase in utilities, property taxes and insurance, which was partially offset
      by a $13,000, or 2.6% decrease in rent expense net of rental
      income.  The increase in compensation and benefits resulted primarily
      from a $377,000, or 21.5%, decrease in the amortization of net loan costs
      associated with SFAS No. 91, a $223,000, or 1.8%, increase in salaries and
      wages, and a $75,000, or 7.7%, increase in payroll taxes, which were partially
      offset by a $6,000, or 0.8%, decrease in group insurance expense and a $63,000,
      or 39.4%, decrease in other employee benefits.  The decrease in other
      expenses resulted primarily from a $152,000 decrease in costs associated with
      improvements to the Company’s core processing system, a $368,000, or 69.1%,
      decrease in dealer participation expense, a $202,000, or 37.4%, decrease in
      marketing expense, a $31,000 favorable mark-to-market adjustment on the
      Company’s interest rate swaps, and a $79,000, or 44.3%, decrease in commissions
      paid, which were partially offset by a $359,000, or 43.5%, increase in credit
      and collection expense, a $134,000, or 26.3%, increase in ATM expense, a
      $55,000, or 60.5%, increase in employee training, a $27,000, or 7.1%, increase
      in courier expense, and a $60,000, or 50.5%, increase in losses associated
      with
      bad checks and overdrafts in 2007.





-16-








**Oak
      Hill Financial, Inc.**


**MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**


For
      the
      nine and three month periods ended September 30, 2007 and 2006








*Federal
      Income Taxes*





The
      federal income tax benefit amounted to $1.8 million for the nine months ended
      September 30, 2007, a decrease of $4.4 million compared to the a provision
      of
      $2.6 million for the same period in 2006. The decrease resulted primarily from
      a
      $12.1 million, or 99.1%, decrease in earnings before taxes, coupled with a
      $50,000 increase in New Markets Tax Credits pursuant to the Bank’s qualified
      investment in Oak Hill Community Development Corp. and the absence of tax
      effects associated with the $996,000 non-taxable gain related to insurance
      proceeds from bank owned life insurance.





*Comparison
      of Results of Operations for the Three-Month Periods Ended September 30, 2007
      and 2006*





*General*





Net
      loss
      for the three months ended September 30, 2007 totaled $4.6 million, a $7.8
      million decrease from the net earnings of $3.2 million reported in the
      comparable 2006 period. The decrease in earnings resulted primarily from an
      $11.0 million decrease in other income (loss) from the effects of the $10.9
      million mark to market adjustment on loans transferred to held for sale, a
      $666,000 increase in the provision for losses on loans, a $100,000 decrease
      in
      net interest income, and a $97,000 increase in general, administrative and
      other
      expenses, which were partially offset by a $4.0 million decrease in the
      provision for federal income tax.








*Net
      Interest Income*





Total
      interest income for the three months ended September 30, 2007, totaled $21.6
      million, an increase of $1.1 million, or 5.4%, from the comparable 2006 period.
      Interest income on loans totaled $19.5 million, an increase of $772,000, or
      4.1%, over the 2006 period. This increase resulted primarily from a $7.9
      million, or 0.8%, increase in the average portfolio balance, to a total of
      $1.0
      billion for the three months ended September 30, 2007, coupled with a 23 basis
      point increase in the average fully-taxable equivalent yield, to 7.45% for
      the
      three month period ended September 30, 2007. Interest income on investment
      securities and other interest-earning assets increased by $333,000, or 18.5%.
      This increase resulted primarily from a $15.0 million, or 9.5%, increase in
      the
      average portfolio balance, to a total of $173.2 million for the three months
      ended September 30, 2007, coupled with a 32 basis point increase in the average
      fully-taxable equivalent yield, to 5.59% for the three months ended September
      30, 2007.





Total
      interest expense amounted to $12.1 million for the three months ended September
      30, 2007, an increase of $1.2 million, or 11.1%, over the comparable 2006
      period. Interest expense on deposits increased by $813,000, or 9.9%, to a total
      of $9.1 million for the three months ended September 30, 2007. The increase
      resulted primarily from a 73 basis point increase in the average cost of
      deposits, to 4.13%, which was partially offset by an $92.9 million, or 9.6%,
      decrease in the average portfolio balance, to a total of $870.4 million for
      the
      three months ended September 30, 2007. Interest expense on borrowings increased
      by $392,000, or 15.1%, for the three months ended September 30, 2007. The
      increase was due to a $27.8 million, or 14.0%, increase in the average
      borrowings outstanding for the three months ended September 30, 2007 and a
      5
      basis point increase in the average cost of borrowings, to 5.22% for the three
      months ended September 30, 2007.





As
      a result of the foregoing changes in
      interest income and interest expense, net interest income decreased by $100,000,
      or 1.0%, for the three months ended September 30, 2007, as compared to the
      same
      period in 2006. The interest rate spread decreased by 43 basis points, to 2.83%
      for the three months ended September 30, 2007, compared to 3.26% for the three
      months ended September 30, 2006. The fully-taxable equivalent net interest
      margin decreased by 10 basis points, from 3.34% to 3.24% for the three months
      ended September 30, 2006 and 2007, respectively.





*Provision
      for Losses on Loans*





A
      provision for losses on loans is charged to earnings to bring the total
      allowance for loan losses to a level considered appropriate by management based
      on historical experience, the volume and type of lending conducted by the
      Company, the status of past due principal and interest payments, general
      economic conditions, particularly as such conditions relate to the Company’s
      market area, and other factors related to the collectibility of the Company’s
      loan portfolio.  As a result of such analysis, management recorded a
      $1.1 million provision for losses on loans for the three months ended September
      30, 2007, an increase of $666,000 compared to same period in 2006. The provision
      for losses on loans for the three months ended September 30, 2007 was primarily
      related to $780,000 in net charge-offs offset by an approximate
      $600,000 reduction in allowance allocations related to improvement in the credit
      quality of internally classified loans.








-17-











**Oak
      Hill Financial, Inc.**


**MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**


For
      the
      nine and three month periods ended September 30, 2007 and 2006








*Other
      Income (Loss)*





Other
      income (loss) totaled a loss of $7.7 million for the three months ended
      September 30, 2007, a decrease of $11.0 million, from the amount reported in
      the
      comparable 2006 period. This decrease resulted primarily from the mark to market
      charge on the $33.3 million in gross loans transferred to held for sale, a
      $127,000, or 14.3%, decrease in commission income, a $113,000, or 56.5%,
      decrease in gain on sale of loans, and a $14,000, or 11.1%, decrease in earnings
      on bank owned life insurance, which were partially offset by a $13,000, or
      31.7%, increase in gain on sale of securities, the absence of a $12,000 loss
      on
      sale of other real estate owned, and a $180,000, or 8.7%, increase in service
      fees, charges and other income. The mark to market adjustment on the loans
      held
      for sale is related to the $33.3 million of gross loans WesBanco identified
      as
      outside the parameters of their internal lending policy. The increase in service
      charges and other income was due to the effects of amortization and, impairment
      of mortgage servicing assets totaling $44,000, a $24,000 decrease in real estate
      servicing fees, and a decrease in other miscellaneous non-interest income
      totaling $32,000, which were partially offset by an increase of $149,000 in
      service charges and deposits and an increase in ATM fees totaling $51,000 in
      the
      2007 quarter.








*General,
      Administrative and Other Expense*





General,
      administrative and other expense totaled $8.6 million for the three months
      ended
      September 30, 2007, an increase of $97,000, or 1.1%, over the amount reported
      in
      the 2006 period. The increase resulted primarily from a $327,000 increase in
      merger-related expenses, a $94,000, or 2.2%, increase in employee compensation
      and benefits, and an $83,000, or 7.8%, increase in occupancy and equipment,
      which were partially offset by an $407,000, or 13.4%, net decrease in the
      operating expense categories of deposit insurance, amortization of core deposit
      intangible, franchise taxes, and other operating expenses.





The
      increase in occupancy and equipment expense was due primarily to a $50,000,
      or
      17.4%, increase in maintenance contracts, a $26,000, or 6.2%, increase in
      depreciation expense, and an $8,000, or 6.3%, increase in rent expense net
      of
      rental income, which were partially offset by a $1,000 or 0.6%, decrease in
      utilities, property taxes and insurance. The increase in compensation and
      benefits resulted primarily from an $111,000, or 2.7%, increase in salaries
      and
      wages, a $36,000, or 12.6%, increase in payroll taxes, and an $8,000, or 1.7%,
      decrease in net loan costs capitalized pursuant to SFAS No. 91, which were
      partially offset by a $42,000, or 59.7%, decrease in other employee benefits,
      a
      $14,000, or 19.0%, decrease in directors’ fees and a $7,000, or 2.6%, decrease
      in group insurance.  The increase in other expenses resulted primarily
      from a $137,000, or 49.8%, increase in credit and collection expense, a $84,000,
      or 30.4%, increase in franchise tax expense, a $44,000, or 25.0%, increase
      in
      ATM expense, a $32,000 increase in cash shortages and overages, a $22,000,
      or
      33.3%, increase in computer and PC expense, and a $10,000, or 35.8%, increase
      in
      employee training, which were partially offset by a $94,000, or 26.5%, decrease
      in professional fees, a $92,000 decrease in dealer participation expense, a
      $77,000, or 45.9%, decrease in marketing expense, $51,000, or 74.7%, decrease
      in
      commissions paid, a $45,000, or 30.8%, decrease in travel expense, and a $31,000
      favorable mark-to-market adjustment on the Company’s interest rate
      swaps.





*Federal
      Income Taxes*





The
      federal income tax benefit amounted $3.2 million for the three months ended
      September 30, 2007, compared to the $861,000 provision recorded in the
      comparable period in 2006. The decrease resulted primarily from an $11.9 million
      decrease in earnings before taxes, coupled with a $25,000 increase in New
      Markets Tax Credits pursuant to the Bank’s qualified investment in Oak Hill
      Community Development Corp.





*Subsequent
      Event*





In
      October, 2007, Oak Hill Banks
      Community Development Corporation (“OHCDC”), a wholly-owned subsidiary, was
      selected by the United States Department of the Treasury to receive tax credit
      allocations under the New Markets Tax Credit program on up to $40.0 million
      invested in OHCDC by the Company’s primary subsidiary, Oak Hill Banks. In
      return, Oak Hill Banks will be eligible to earn tax credits equal to 39% of
      the
      amount invested over the next seven years.











-18-




















Item3:
            *Quantitative
                and Qualitative Disclosure About Market
                Risk*





There
      has
      been no significant change from disclosures included in the Company’s Annual
      Report on Form 10-K for the year ended December 31, 2006.





Item
                4:
            *Controls
                and Procedures*





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed by the Company in the reports
      that it files or submits under the Securities Act of 1934, as amended (the
      “Exchange Act”) is recorded, processed, summarized and reported, within the time
      periods specified in the SEC’s rules and forms. Disclosure controls and
      procedures include, without limitation, controls and procedures designed
      to ensure
      that information required to be disclosed by the Company in the reports that
      it
      files or submits under the Exchange Act is accumulated and communicated to
      the
      Company’s management as appropriate to allow timely decisions regarding required
      disclosure.





At
      the
      end of the period covered by this report, the Company’s management, with the
      participation of its chief executive officer and chief financial officer,
      carried out an evaluation of the effectiveness of our disclosure controls and
      procedures pursuant to Rule 13a-15 promulgated under the Exchange Act. Based
      upon this evaluation, the Company’s chief executive officer and chief financial
      officer concluded that the Company’s disclosure controls and procedures were
      effective at September 30, 2007.


The
      Company’s management also conducted an evaluation of internal control over
      financial reporting to determine whether any changes occurred during the quarter
      ended September 30, 2007. Based on this evaluation, there were no changes in
      the
      Company’s internal control over financial reporting made during the quarter
      ended September 30, 2007, that have materiallyaffected, or are
      reasonably
      likely to materially affect, the Company’s internal control over financial
      reporting.





**PART
      II – OTHER INFORMATION**




Item
                1:
            *Legal
                Proceedings*





Not
      applicable.





Item
                1A:
            *Risk
                Factors*





There
      have been no material changes from risk factors disclosed in the Company’s
      Annual Report on Form 10-K for the year ended December 31, 2006.





Item
                2:
            *Unregistered
                Sales of Equity Securities and Use of
                Proceeds*





Not
      applicable





Item
                3:
            *Defaults
                Upon Senior Securities*





Not
      applicable.





Item
                4:
            *Submission
                of Matters to a Vote of Security
                Holders*





Not
      applicable











Item
                5:
            *Other
                Information*





Not
      applicable.











-19-























Item
                6:
            *Exhibits*





Exhibits:





*Exhibit
                Number*
            *Description*31.1
            Certification
                of Chief Executive Officer, R. E. Coffman, Jr., dated November 9,
                2007,
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
                (“SOX”).31.2
            Certification
                of Chief Financial Officer, Dale B. Shafer, dated November 9, 2007,
                pursuant to Section 302 of SOX.32.1
            Certification
                of Chief Executive Officer, R. E. Coffman, Jr., dated November 9,
                2007,
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                SOX.32.2
            Certification
                of Chief Financial Officer, Dale B. Shafer, dated November 9, 2007,
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                SOX.






















-20-











**SIGNATURES**








Pursuant
      to the requirements of the
      Securities and Exchange Act of 1934, the Registrant has duly caused this report
      to be signed on its behalf by the undersigned thereunto duly
      authorized.








**Oak
                Hill Financial, Inc.**Date:
                November 9, 2007
            By:
            */s/
                R. E. Coffman, Jr.*R.
                E. Coffman, Jr.President
                & Chief Executive OfficerDate:
                November 9, 2007
            By:
            */s/
                Dale B. Shafer*Dale
                B. ShaferInterim
                Chief Financial Officer













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