**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      8-K**





**CURRENT
      REPORT**


**Pursuant
      to Section 13 or 15(d) of The Securities Exchange Act of
      1934**





Date
      of
      Report (Date of Earliest event reported): September 19, 2006








**OAK
      HILL FINANCIAL, INC.**


(Exact
      name of registrant as specified in its charter)






**Ohio**
            **0-26876**
            **31-1010517**(State
                or jurisdiction of incorporation)
            (Commission
                File Number)
            (IRS
                Employer identification No.)





**14621
      S. R. 93**


**Jackson,
      OH 45640**


(Address
      of principal executive offices)(Zip Code)





**(740)
      286-3283**


(Registrant’s
      telephone number, including area code)





**Not
      Applicable**


(Former
      name or former address, if changed since last report)








Check
      the
      appropriate box below if the Form 8-K filing is intended to simultaneously
      satisfy the filing obligation of the registrant under any of the following
      provisions ( see General
      Instruction A.2. below):





o Written
      communications pursuant to Rule 425 under the Securities Act (17 CFR
      230.425)





o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
      240.14a-12(b))





o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
      Act
      (17 CFR 240.14d-2(b))





o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
      Act
      (17 CFR 240.13(e)-4(c))












**Item
      1.01**   **Entry
      Into a Material Definitive Agreement.**





On
      September 19, 2006, Oak Hill Financial, Inc. (the “Company”) entered into an
      Amendment No. 2 to Rights Agreement (“Amendment No. 2”) with Registrar and
      Transfer Company, as successor Rights Agent under the Rights Agreement, dated
      January 23, 1998, as amended on November 14, 2000 (as amended, the “Rights
      Agreement”).





A
      copy of
      Amendment No. 2 is attached hereto as Exhibit 4.1 and is incorporated by
      reference herein. Capitalized terms used in the following description are used
      as defined in Amendment No. 2. The following description of material terms
      of
      Amendment No. 2 is qualified by reference to the actual text of the Rights
      Agreement, as amended by Amendment No. 2.





Amendment
      No. 2 extended the Expiration Date of the Rights Agreement to September 18,
      2016.


Amendment
      No. 2 also states that upon the occurrence of a Triggering Event, in accordance
      with Section 11(e)(i) of the Rights Agreement, each holder of a Right shall
      have
      the right to receive, upon exercise thereof for the Purchase Price, in lieu
      of
      securities or other property otherwise purchase upon such exercise, such number
      of Common Shares equal to the result obtained by multiplying the Purchase Price
      by a fraction, the numerator of which is the number of one one-hundredths of
      a
      Preferred Shares for which a Right is then exercisable and the denominator
      of
      which is 50% of the Market Value of the Common Shares on the date of the
      occurrence of such Triggering Event. In addition, Amendment No. 2 eliminated
      various “dead-hand” provisions, which only permitted certain Continuing
      Directors to redeem the Rights or amend the Rights Agreement.





**Item
                3.03**
            **Material
                Modifications to Rights of Security
                Holders.**





The
      information set forth under Item 1.01 “Entry into a Material Definitive
      Agreement” of this Form 8-K is incorporated herein by reference.




**Item
      7.01.**  **Regulation
      FD Disclosure**





On
      September 22, 2006, the Company issued a press release announcing, among other
      things, the execution of the Amendment No. 2. A copy of the press release is
      furnished as Exhibit 99.1.





The
      information in this Item 7.01 of Form 8-K, including the Exhibit 99.1 attached
      hereto, is furnished solely pursuant to Item 7.01 of this Form 8-K.
      Consequently, it is not deemed “filed” for the purposes of Section 18 of the
      Securities Exchange Act of 1934, or otherwise subject to the liabilities of
      that
      section. Further, the information in this report, including the exhibit, shall
      not be deemed to be incorporated by reference into the filings of the registrant
      under the Securities Act of 1933.





**Item
                  9.01**
              **Financial
                  Statements and Exhibits.**(c)
              Exhibits.Exhibit
                  No.
              Description4.1
              Amendment
                  No. 2 to Rights Agreement, dated as of September 19, 2006, between
                  the
                  Company and Registrar and Transfer Company, as Rights
                  Agent.99.1
              Press
                  release of Oak Hill Financial, Inc., dated September 22, 2006,
                  announcing
                  the execution of Amendment No. 2 to Rights Agreement, dated as
                  of
                  September 19, 2006, between the Company and Registrar and Transfer
                  Company
                  as Rights Agent.







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**SIGNATURES**





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








**Oak
                Hill Financial, Inc.***/s/*Ron
                J. CopherDate:
                September 22, 2006
            Ron
                J CopherChief
                Financial Officer,Treasurer
                & Secretary














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**EXHIBIT
      INDEX**








Exhibit
                No.
            Description4.1
            Amendment
                No. 2 to Rights Agreement, dated as of September 19, 2006, between
                the
                Company and Registrar and Transfer Company, as Rights
                Agent.99.1
            Press
                release of Oak Hill Financial, Inc., dated September 22, 2006, announcing
                the execution of Amendment No. 2 to Rights Agreement, dated as of
                September 19, 2006, between the Company and Registrar and Transfer
                Company
                as Rights Agent.








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