EXHIBIT 14

                     OAK HILL FINANCIAL, INC. & SUBSIDIARIES
                                 CODE OF ETHICS

                  Amended and Restated as of February 17, 2004

GENERAL PHILOSOPHY

Oak Hill Financial, Inc.'s Code of Ethics sets forth the guiding principles by
which we operate our company and conduct our daily business with our
shareholders, customers, vendors and with each other. These principles apply to
all of the directors, officers and employees of Oak Hill Financial, Inc. and all
of its wholly-owned subsidiaries (hereinafter referred to as the "Company").

This Code of Ethics is intended to deter wrongdoing and:

      o     Requires the highest standards for honest and ethical conduct, which
            includes the ethical handling of actual or apparent conflicts of
            interest between personal and professional relationships;

      o     Addresses potential or apparent conflicts of interest and provides
            guidance on how to communicate those conflicts of interest;

      o     Addresses misuse of Company property and corporate opportunities;

      o     Requires the highest level of confidentiality and fair dealing;

      o     Requires full, accurate, timely and understandable disclosure of
            financial information in periodic reports filed by the Company with
            governmental and regulatory agencies as well as with fellow
            employees;

      o     Requires full compliance with laws, rules and regulations of
            federal, state and local governments and other appropriate
            regulatory agencies;

      o     Addresses securities law compliance; and

      o     Requires the reporting of any illegal or unethical behavior.

PRINCIPLES

Conflicts of Interest

All directors, officers and employees of the Company should avoid any action or
interest that conflicts or gives the appearance of a conflict with the Company's
interests. A "conflict of interest" exists whenever an individual's personal
interests interfere or appear to interfere with the interests of the Company. A
conflict situation can arise when a director, officer or employee takes actions
or has interests that may make it difficult to perform his or her work for the
Company objectively and effectively. Conflicts of interest may also arise when a
director, officer or employee or a member of his or her family receives improper
personal benefits as a result of his or her position with the Company, whether
from a third party or from the Company. Directors, officers and employees are
expected to avoid all situations that might lead to an actual or apparent
conflict of interest. Conflicts of interest may not always be identifiable, so
if a question arises, an officer or employee should consult with higher levels
of management. Any director, officer or employee who becomes aware of an actual
or apparent conflict involving an officer or employee is required to bring it to
the attention of a supervisor, manager or other appropriate personnel. Any
director who becomes aware of an actual or apparent conflict involving
themselves or another director should disclose the conflict to the Board of
Directors pursuant to the Board of Directors Conflict of Interest Policy.


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Protection and Proper Use of Company Assets

All directors, officers and employees should protect the Company's assets and
ensure their efficient and proper use. Permitting the Company's property,
including electronically transmitted and stored data and computer resources, to
be damaged, lost or used in an unauthorized manner is strictly prohibited.

Corporate Opportunity

Directors, officers and employees are prohibited from (a) taking for themselves
personal opportunities that properly belong to the Company or are discovered
through the use of corporate property, information or position; (b) using
corporate property, information or position for personal gain; and (c) competing
with the Company.

Confidentiality

Directors, officers and employees must maintain the confidentiality of
non-public information entrusted to them by the Company or its customers or
vendors, except when disclosure is specifically authorized by applicable law,
rule or regulation. Confidential information includes all non-public information
that might be of use to competitors of the Company or harmful to the Company,
its customers, vendors or employees if disclosed.

Fair Dealing

We seek to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing or utilizing
trade secret information that was obtained without the owner's consent or
inducing such disclosures by past or present employees of other companies is
prohibited.

Each director, officer and employee is expected to deal fairly with the
Company's customers, vendors, competitors, officers and employees. No one should
take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other unfair
dealing.

PUBLIC COMPANY REPORTING

As a public company, it is of critical importance that the Company's filings
with the Securities and Exchange Commission, governmental and other regulatory
agencies and other public communications be accurate and timely. Depending on
their position with the Company, a director, officer or employee may be required
to provide necessary information to assure that the Company's public reports are
complete, accurate and understandable. The Company expects directors, officers
and employees to take this responsibility very seriously and to provide prompt
and accurate information related to the Company's public disclosure
requirements.

Financial Statements and Other Records

All of the Company's books, records, accounts and financial statements must
appropriately reflect the Company's transactions in accordance with generally
accepted accounting principles and conform to applicable legal requirements and
to the Company's system of internal controls as well as its disclosure controls
and procedures. Records should always be retained or destroyed according to the
Company's record retention policies.

Complying with Laws, Rules, Regulations, Policies and Procedures

All directors, officers and employees of the Company are expected to understand,
respect and comply with all of the laws, rules and regulations of federal, state
and local governments and other appropriate regulatory agencies and the policies
and procedures of the Company that apply to them in their position with the
Company. Employees are responsible for talking to their supervisor, Human
Resources Manager or the Company Compliance Officer to determine which laws,
rules, regulations, policies and procedures apply to their position and what
training is necessary to understand and comply with them.


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Securities Law Compliance

It is unethical and illegal for a director, officer or employee to place a
purchase or sell order or recommend that another person place a purchase or sale
order in the stock of Oak Hill Financial, Inc., when they have knowledge of
material information concerning the Company that has not been disclosed to the
public. In addition, it is unethical and illegal for a director, officer or
employee to place a purchase or sell order or recommend that another person
place a purchase or sell order in the securities of another corporation, if they
learn in the course of their employment or position as director of the Company,
confidential information about the corporation that is likely to affect the
value of those securities. Any questions concerning the propriety of
participating in an Oak Hill Financial, Inc. or another corporation stock or
other security transaction should be directed to the Company's Securities
Compliance Officer.

REPORTING ILLEGAL OR UNETHICAL BEHAVIOR, ACCOUNTING, AUDITING AND FINANCIAL
REPORTING COMPLAINTS

Complaints of Illegal or Unethical Behavior

Directors, officers and employees who suspect or know of violations of the Code
of Ethics or illegal or unethical business or workplace conduct, including
actions or failures to act, by directors, officers or employees are required to
promptly report (anonymously or otherwise) the violation or conduct to their
supervisor, superiors or other representative of the Company in light of the
circumstances. If the individual to whom such information is conveyed is not
responsive, or if there is reason to believe that reporting to such individuals
is inappropriate in particular cases, then the employee may contact the
Company's Senior Risk Management Officer. Such communications will be kept
confidential to the extent feasible. If the employee is still not satisfied with
the response, the employee may contact the Chairperson or any other director who
is a member of the Audit Committee of the Board of Directors of the Company (the
"Audit Committee"). Such submissions may be directed to the attention of the
Audit Committee at the principal executive offices of the Company or the
principal place of business of the Chairperson of the Audit Committee as
referenced in the Company's Procedures for Reporting Illegal or Unethical
Behavior and Accounting, Auditing and Financial Reporting Complaints. If
concerns or complaints require confidentiality, then this confidentiality will
be protected to the extent feasible, subject to applicable law.

Accounting, Auditing and Financial Reporting Complaints

The Company's policy is to comply with all applicable controls, financial
reporting regulations and generally accepted accounting principles. Directors,
officers or employees of the Company having unresolved concerns or complaints
regarding questionable accounting, auditing or financial reporting matters of
the Company may submit (anonymously or otherwise) those concerns or complaints
to the Company's Senior Risk Management Officer or the Audit Committee. Subject
to its legal duties, the Audit Committee and the Board of Directors of the
Company will treat such submissions confidentially. Such submissions may be
directed to the attention of the Chairperson of the Audit Committee at the
principal executive offices of the Company or the principal place of business of
the Chairperson of the Audit Committee as referenced in the Company's Procedures
for Reporting Illegal or Unethical Behavior and Accounting, Auditing and
Financial Reporting Complaints.

Non-Retaliation

All concerns or complaints of violations under this Code of Ethics or other
known or suspected illegal or unethical conduct will be promptly investigated
and appropriate action taken. No director, officer or employee expressing
concerns or complaints will be subject to any disciplinary or other adverse
action by the Company absent making a knowingly false report.

AMENDMENT, MODIFICATION AND WAIVER

This Code of Ethics may only be amended or modified by the Board of Directors of
Oak Hill Financial, Inc. Waivers of the Code of Ethics may only be granted by
the Board of Directors of Oak Hill Financial, Inc. Waivers of the Code of Ethics
and reasons for the waiver will be promptly disclosed as required by the
Securities Exchange Act of 1934 and the rules thereof and the applicable rules
of The Nasdaq Stock Market, Inc. In addition, amendments and modifications to
the Code of Ethics will be promptly disclosed to the Company's shareholders.


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CODE OF ETHICS ADHERENCE

All directors, officers and employees are required to adhere to the Code of
Ethics. Any failure to adhere to the Code of Ethics may result in disciplinary
action, up to and including termination of employment or the director's position
with the Company. Violations of the Code of Ethics may also constitute
violations of law and may result in civil and criminal penalties for the
director, officer or employee and /or the Company.

Adherence to the Code of Ethics will be monitored by the Company's Senior Risk
Management Officer on behalf of the Audit Committee. The Company will retain a
record of all concerns and complaints and the results of its investigations for
a period of four years.


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