**EXHIBIT
      99**





Financial
      statements and report of independent registered public accounting
      firm




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




December
      31, 2006 and 2005



















CONTENTS





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





*Table
          of Contents*


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM**








Trustees


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





We
      have
      audited the accompanying statements of net assets available for benefits of
      the
      Oak Hill Financial, Inc. 401(k) and Profit Sharing Plan (the Plan) as of
      December 31, 2006 and 2005, and the related statements of changes in net assets
      available for plan benefits for the year ended December 31,
      2006.  These financial statements are the responsibility of the Plan’s
      management.  Our responsibility is to express an opinion on these
      financial statements based on our audits.





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





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the net assets available for benefits of the Plan as of
      December 31, 2006 and 2005, and the changes in net assets available for benefits
      for the year ended December 31, 2006, in conformity with accounting principles
      generally accepted in the United States of America.





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








*/s/
      Grant Thornton LLP*








Cincinnati,
      Ohio


June
      28,
      2007


3
 *Table
          of Contents*


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





**STATEMENTS
      OF NET ASSETS AVAILABLEFOR BENEFITS**





December
      31, 2006 and 2005








**ASSETS**
            
            **2006**
            
            
            **2005**Investments
                at fair value:Equity
                securities
            
            $
            5,043,225
            
            
            $
            6,309,728Mutual
                and closed-end funds
            
            
            3,137,596
            
            
            
            2,837,191Pooled
                separate accounts
            
            
            4,728,384
            
            
            
            4,613,651Participant
                loans
            
            
            388,298
            
            
            
            215,265Total
                investments
            
            
            13,297,503
            
            
            
            13,975,835Receivables:Participant
                contributions
            
            
            -
            
            
            
            419Employer
                contributions
            
            
            -
            
            
            
            146Total
                receivables
            
            
            -
            
            
            
            565Net
                assets available for benefits
            
            **$**
            **13,297,503**
            
            
            **$**
            **13,976,400**







The
        accompanying notes are an integral part of these
        statements.


4
 *Table
          of Contents*


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





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





For
      the
      year ended December 31, 2006








**2006**Additions
                to net assets attributed to:Participant
                contributions
            
            $
            1,028,271Employer
                contributions
            
            
            334,443Rollovers
            
            
            20,460Transfer
                of assets from merged plan and other transfer
                money
            
            
            755,868Earnings
                from separate pooled accounts
            
            
            497,245Earnings
                from mutual funds and other
            
            
            295,028Net
                depreciation in the value of investments
            
            
            (767,706
            )Total
                additions
            
            
            2,163,609Deductions
                from net assets attributed to:Benefits
                paid to participants
            
            
            2,828,036Administrative
                fees
            
            
            14,470Total
                deductions
            
            
            2,842,506Net
                decrease in net assets available for benefits
            
            
            (678,897
            )Net
                assets available for benefits:Beginning
                of year
            
            
            13,976,400End
                of year
            
            **$**
            **13,297,503**


























5
 *Table
          of Contents*


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





**NOTES
      TO FINANCIAL STATEMENTS**





December
      31, 2006 and 2005





**NOTE
      A – DESCRIPTION OF PLAN**





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





1.  General





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





2.  Contributions





Participants
      may contribute up to 75 percent of pretax annual compensation up to the maximum
      allowed by the Internal Revenue Code, as amended (IRC) ($15,000 for 2006),
      as
      defined in the Plan.  Participants may also contribute amounts
      representing distributions from other qualified defined benefit or defined
      contribution plans.  In addition, effective January 1, 2006,
      participants who reach age 50 at any time during a calendar year and current
      participants age 50 and older are able to make up to $5,000 in extra deferral
      contributions.  Participants direct the investment of their
      contributions into various investment options offered by the
      Plan.  The Plan currently offers three mutual funds, seven pooled
      separate accounts and stock of Oak Hill Financial, Inc. as investment options
      for participants. The 401(k) matching Company contribution is invested in the
      Company’s common stock.  Additional profit sharing amounts may be
      contributed at the option of the Company’s management and are invested in a
      portfolio of investments as directed by the
      participants.  Contributions are subject to certain
      limitations.





3.  Participant
      Accounts





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





4.  Payment
      of Benefits





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





5.  Vesting





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


6
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          of Contents*


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





**NOTES
      TO FINANCIAL STATEMENTS (CONTINUED)**





December
      31, 2006 and 2005





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





6.  Forfeitures





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





Forfeited
      nonvested amounts totaled approximately $26,500 for the year ended December
      31,
      2006.  The amount was allocated as set forth above.








**NOTE
      B – SUMMARY OF ACCOUNTING POLICIES**





1.  Basis
      of Accounting





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





2.  Use
      of Estimates





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





3.  Investment
      Valuation and Income Recognition





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





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





4.  Payment
      of Benefits





Benefits
      are recorded when paid.








7
 *Table
          of Contents*


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





**NOTES
      TO FINANCIAL STATEMENTS (CONTINUED)**





December
      31, 2006 and 2005








**NOTE
      C – INVESTMENTS**





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





**Participant
                Directed Equities:**
            
            **2006**
            
            
            **2005**Oak
                Hill Financial, Inc. common stock
            
            $
            5,043,225
            
            
            $
            6,309,728American
                Funds American Balance R3 Fund
            
            
            1,649,933
            
            
            
            1,394,493American
                Funds Growth American R3 Fund
            
            
            768,997
            
            
            
            *American
                Funds New Perspective R3 Fund
            
            
            718,666
            
            
            
            802,962Principal
                Partner Large-Cap Value Separate Account
            
            
            1,128,234
            
            
            
            762,611Principal
                Partner Small-Cap Value Separate Account
            
            
            *
            
            
            
            1,225,661Principal
                Money Market Separate Account
            
            
            843,846
            
            
            
            *





*
      Investments did not represent 5 percent or more of the Plan’s net assets at
      December 31, 2006 or 2005.





Net
      depreciation in the value of investments during 2006 consists of the
      following:





Appreciation
                (depreciation):
            
            **2006**Mutual
                funds and other
            
            $
            102,401Oak
                Hill Financial stock – realized loss
            
            
            (249,217
            )Oak
                Hill Financial stock – unrealized loss
            
            
            (620,890
            )Net
                depreciation in the value of investments
            
            $
            (767,706
            )





**NOTE
      D – PARTY-IN-INTEREST TRANSACTIONS**





Participants
      may invest in stock of Oak Hill Financial, Inc., the Plan sponsor, and these
      transactions qualify as party-in-interest transactions. In addition,
      participants may invest in Principal pooled separate accounts which also qualify
      as party-in-interest transactions. Finally, Oak Hill Financial, Inc. pays all
      administrative expenses of the Plan. Such expenses totaled $14,470 during
      2006.








**NOTE
      E – PLAN TERMINATION**





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








**NOTE
      F – PARTICIPANT LOANS**





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





8
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          of Contents*


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





**NOTES
      TO FINANCIAL STATEMENTS (CONTINUED)**





December
      31, 2006 and 2005





**NOTE
      G – TAX STATUS**





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








**NOTE
      H – CONCENTRATIONS, RISKS AND UNCERTAINTIES**





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








**NOTE
      I – RECONCILIATION TO FORM 5500**





The
      following is a reconciliation of financial statement line items herein to the
      Plan’s Form 5500 for the year ended December 31, 2006.





**Earnings**
            
            
            **Earnings****Realized**
            
            
            **Net**
            
            
            **Mutual
                Funds**
            
            
            **Pooled****Losses**
            
            
            **Depreciation**
            
            
            **and
                Other**
            
            
            **Accounts**
            
            
            **Total**Balances
                per Form 5500
            
            $
            (249,217
            )
            
            $
            (620,890
            )
            
            $
            397,429
            
            
            $
            497,245
            
            
            $
            24,567Reconciling
                items:Realized
                losses
            
            
            249,217
            
            
            
            (249,217
            )
            
            
            -
            
            
            
            -
            
            
            
            -Capital
                gains
            
            
            -
            
            
            
            102,401
            
            
            
            (102,401
            )
            
            
            -
            
            
            
            -Balances
                per financialstatements
            
            $
            -
            
            
            $
            (767,706
            )
            
            $
            295,028
            
            
            $
            497,245
            
            
            $
            24,567








**NOTE
      J – MERGER PLAN ASSETS**





The
      financial statement line “transfer of assets from merged plan and other transfer
      money” totaling $755,868 includes $658,000 in assets from the
      Lawrence Financial Holdings, Inc. 401(k) profit sharing plan.





9
 *Table
          of Contents*


SUPPLEMENTAL
      INFORMATION











10
 *Table
          of Contents*


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


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





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





December
      31, 2006





**(a)**
            
            **(b)**
            
            **(c)**
            
            **(e)****Description
                of investment****including
                maturity date, rate****Identity
                of issue, borrower,**
            
            **of
                interest, collateral, par**
            
            **Current****lessor
                or similar party**
            
            **or
                maturity value**
            
            **value****Equity
                Securities***
            
            Oak
                Hill Financial, Inc.
            
            Common
                Stock
            
            **$**
            **5,043,225****Mutual
                Funds**American
                Funds
            
            American
                Balanced R3 Fund
            
            
            1,649,933American
                Funds
            
            Growth
                American R3 Fund
            
            
            768,997American
                Funds
            
            New
                Perspective R3 Fund
            
            
            718,666****
            **3,137,596****Pooled
                Separate Accounts***
            
            Principal
            
            Money
                Market Separate Account
            
            
            843,846*
            
            Principal
            
            Bond
                & Mortgage Separate Account
            
            
            641,974*
            
            Principal
            Large-Cap
                Stock Index Separate Account
            
            
            562,606*
            
            Principal
            Partner
                Large-Cap Value Separate Account
            
            
            1,128,234*
            
            Principal
            Partner
                Mid-Cap Value Separate Account
            
            
            663,133*
            
            Principal
            Partner
                Mid-Cap Growth Separate Account
            
            
            288,776*
            
            Principal
            Partner
                Small-Cap Value Separate Account
            
            
            599,815****
            **4,728,384**Participant
                loans
            
            Interest
                rate 5.00% - 9.25%
            
            ****
            **388,298****Total
                Investments**
            
            
            
            **$**
            **13,297,503**











*  Denotes
      a party-in-interest








11