UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

                                 AMENDMENT No. 1
                            -------------------------

         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                         Commission File Number 0-26876

                            OAK HILL FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)

               Ohio                                          31-1010517
    (State or jurisdiction of                             (I.R.S. Employer
   incorporation or organization)                      Identification Number)

             14621 S.R. 93
              Jackson, OH                                        45640
(Address of principal executive offices)                       (Zip Code)

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

                Securities pursuant to Section 12(b) of the Act:
                                      None
           Securities registered pursuant to Section 12(g) of the Act:
                         Common stock without par value

              Check whether the registrant (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 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.Yes X   No ____

              Check if disclosure of delinquent filers in response to Item 405
of Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

              The aggregate market value of the voting stock held by
non-affiliates of the registrant computed by reference to the sales price of the
last trade of such stock was $54,444,216.75 on August 3, 2001.

              There were 5,044,294 shares of the registrant' s common stock
outstanding at August 3, 2001.














                                      -1-
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page


                                    Part III

Item 10.   Directors and Executive Officers of the Registrant                  3

Item 11.   Executive Compensation                                              5

Item 12.   Security Ownership of Certain Beneficial Owners and Management      8

Item 13.   Certain Relationships and Related Transactions                      9

Signatures                                                                    10









































                                      -2-
<PAGE>
                                    PART III

Item 10.  Directors,  Executive  Officers,  Promoters  and Control  Persons;
          Compliance  With Section 16(a) of the Exchange Act.

     As of  August  3,  2001,  all  executive  officers  and  directors  of  the
Corporation as a group  beneficially  owned common shares of the  Corporation as
set forth below.
<TABLE>
<CAPTION>

                                                             Amount and Nature of
                                                             Beneficial  Ownership                     Percentage
        Name                                                   of Common Stock(1)                      of Class(2)
        ----                                                 ----------------------                  ---------------

<S>                                                                   <C>                                  <C>
Evan E. Davis, Chairman and Director                              919,987(3)                              17.29%

John D. Kidd, President, Chief Executive Officer and
Director                                                           524,372(3)(5)(6)                        9.86%

Richard P. LeGrand, Executive Vice President and
Director                                                            61,485(3)(5)(6)                        1.16%

H. Tim Bichsel, Secretary                                           42,983(3)(5)(6)                         *

Ralph E. Coffman, Jr., Vice President                               24,650(3)(5)                            *

Ronald J. Copher, Chief Financial Officer and Treasurer             18,588(3)(5)(6)                         *

D. Bruce Knox, Chief Information Officer and Director               349,534(3)(4)(5)                       6.57%

David G. Ratz, Chief Administrative Officer                         36,254(3)(5)                            *

Barry M. Dorsey, Ed.D., Director                                    20,950(3)                               *

C. Clayton Johnson, Director                                        11,250(3)                               *

William S. Siders, Director                                           77,161                               1.45%

Donald R. Seigneur, Director                                          18,750(3)                             *

H. Grant Stephenson, Director                                         17,125(3)                             *

All directors and executive officers
  as a group (13 persons)                                         2,123,089(7)                            39.91%

</TABLE>


(1)  For purposes of the above table,  a person is considered  to  "beneficially
     own" any shares with respect to which he exercises sole or shared voting or
     investment  power or as to which he has the right to acquire the beneficial
     ownership.  Unless otherwise  indicated,  voting power and investment power
     are  exercised  solely by the person  named above or shared with members of
     his household.

(2)  "Percentage  of class"  is  calculated  by  dividing  the  number of shares
     beneficially  owned  by the  total  number  of  outstanding  shares  of the
     Corporation on August 3, 2001 plus the number of shares such person has the
     right to acquire. An "*" indicates less than one percent (1%).

(3)  Includes  23,375 shares which could be acquired by Messrs.  Davis and Kidd,
     37,875 shares which could be acquired by Mr.  LeGrand,  28,500 shares which
     could be acquired by Mr. Bichsel,  23,875 shares which could be acquired by
     Mr.  Coffman,  15,250 shares which could be acquired by Mr. Copher,  36,875
     shares  which could be acquired by Mr. Knox,  34,250  shares which could be
     acquired by Mr. Ratz, 11,250 shares which could be acquired by Mr. Johnson,
     and 13,750 shares which could be acquired by Messrs.  Dorsey,  Seigneur and
     Stephenson under stock options.

(4)  Also  includes  258,862  shares  held by a Trust as to which Mr.  Knox is a
     Trustee and partial beneficiary.

(5)  Includes shares acquired  pursuant to Oak Hill Financial's  401(k) Plan for
     which investment power is exercised.

(6)  Includes shares held in Trust by Oak Hill Financial  Inc.'s 401(k) Plan for
     which Messrs.  Kidd,  LeGrand,  Bichsel and Copher,  as Trustees,  exercise
     shared voting power.

(7)  Includes 275,875 shares, which may be purchased under stock options.


                                      -3-
<PAGE>

<TABLE>
<CAPTION>
                                    Position with Corporation and/or Principal Occupation or
          Name and Age                         Employment For the Last Five Years                  Director Since
          ------------                         -----------------------------------                 --------------


Class I Directors; Terms Expiring in 2003:
<S>                                                             <C>                                       <C>
Evan E. Davis, 67                 Chairman of the  Corporation  since its  formation in 1981. He        1981
                                  served  as  President  of the  Corporation  from  1981 to June
                                  1995.  Mr. Davis'  family  founded Oak Hill Banks ("Oak Hill")
                                  in 1902,  and Mr.  Davis has  served as  Director  of the Bank
                                  since 1957 and a Director of the Corporation since 1981.

C. Clayton Johnson, 56            President  of the law firm of  Johnson &  Oliver,  Portsmouth,        1997
                                  Ohio.  He has served as a Director  of the  Corporation  since
                                  March 1997.



John D. Kidd, 61                  President of the Corporation  since June 1995,  Executive Vice        1981
                                  President from 1981 to June 1995, and Chief Executive  Officer
                                  since  1981.  He has  served  as  President  of Oak Hill  from
                                  October 1991 to September  1997, and as Chairman since October
                                  1997.  Mr.  Kidd has  served as Chief  Executive  Officer  and
                                  Executive  Vice  President  since joining Oak Hill in 1970. He
                                  served as Director of Oak Hill since 1970 and  Director of the
                                  Corporation  since 1981.  Mr. Kidd has served as a Director of
                                  Towne Bank ("Towne") since October 1999.

D. Bruce Knox, 40                 Chief  Information  Officer of the  Corporation  since January        1997
                                  2000.  Executive  Vice  President  of Oak Hill  since  July 1,
                                  1998,  and Senior Vice  President of Oak Hill since October 2,
                                  1997.  He served as President  and a director of Unity Savings
                                  Bank  ("Unity")  from  January  1, 1996  until  the  merger on
                                  October 1, 1997.  He served as Executive  Vice  President  and
                                  Director  of Unity and its  successors  from  January  1, 1989
                                  until December 31, 1995.




Richard P. LeGrand, 61            Executive  Vice  President of the  Corporation  since  October        1987
                                  1991 and Vice  President  from 1985 to  October  1991.  He has
                                  served as Director of the  Corporation  since January 1987 and
                                  as Director of Oak Hill since July 1993.  Mr.  LeGrand  served
                                  as Senior Vice  President  of Oak Hill from  February  1986 to
                                  October 1991, as Executive  Vice  President  from October 1991
                                  to September 1997, and President and Chief  Executive  Officer
                                  since October 1997.

Class II Directors; Terms Expiring in 2002:

Barry M. Dorsey, Ed.D, 58         President  of the  University  of Rio  Grande  and Rio  Grande        1995
                                  Community  College  since  July  1991.  Mr.  Dorsey  served as
                                  Associate  Director  from July 1980 to July 1990 and as Deputy
                                  Director  from July 1990 to June 1991 of the State Council for
                                  Higher Education for Virginia.

William Siders, 54                Vice  Chairman  of  Towne  Bank  Board  of  Directors.  Also a        2001
                                  retired   executive   of  the  Blue  Ash  Building  and  Loan,
                                  Cincinnati, OH.
</TABLE>

                                      -4-
<PAGE>
<TABLE>
<CAPTION>

<S>                                                         <C>                                           <C>
Donald R. Seigneur, 49            Partner in the public  accounting firm of Whited Seigneur Sams        1995
                                  & Rahe, CPAs, Chillicothe, Ohio, since 1979.

H. Grant Stephenson, 51           Partner  in the law firm of Porter,  Wright,  Morris & Arthur,        1995
                                  Columbus, Ohio, since 1986.

</TABLE>

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Corporation's officers and directors, and greater than 10%
shareholders, to file reports of ownership and changes in ownership of the
Corporation's securities with the Securities and Exchange Commission. Copies of
the reports are required by SEC regulation to be furnished to the Corporation.

         Based solely on the Corporation's review of the copies of such reports,
the Corporation believes that all its officers, directors, and greater than 10%
beneficial owners complied with all filing requirements applicable to them with
respect to transactions during fiscal 2000.

Item 11.  Executive Compensation.

         The following Summary Compensation Table sets forth the compensation
paid during the last three completed fiscal years by the Corporation and its
subsidiaries to the Chief Executive Officer, Chairman of the Board, and the four
other highest-paid executive officers of the Corporation whose total salary and
bonus annually exceed $100,000 for services in all capacities for the
Corporation:



































                                      -5-
<PAGE>

<TABLE>
<CAPTION>
                           Summary Compensation Table

                                                                                    Long Term
                                                                                    Compensa-
                                               Annual Compensation                  tion Award

             (a)                 (b)       (c)         (d)            (e)               (g)           (i)
 Name and Principal Position                                                        Securities
 ---------------------------                                     Other Annual       Underlying      All Other
                                 Year     Salary      Bonus     Compensation(1)      Options(2)  Compensation(3)
                                 ----     ------      -----     ---------------    ------------  ---------------
<S>                              <C>       <C>         <C>            <C>               <C>             <C>
JOHN D. KIDD                     2000    $189,840      --              --                --          $10,568
President and Chief Executive    1999    $176,307      --            $3,400            7,000         $ 4,800
Officer                          1998    $164,856      --            $6,100            7,000         $19,631

EVAN E. DAVIS                    2000    $ 68,496      --              --                --          $ 1,420
Chairman of the Board            1999    $ 57,394      --            $3,900            7,000           --
                                 1998    $ 52,000      --            $6,400            7,000         $ 2,084

RICHARD P. LEGRAND               2000    $174,768    $16,500           --              6,500         $10,568
Executive Vice President         1999    $161,976    $16,500         $3,400            7,000         $ 4,800
                                 1998    $143,710    $22,000         $6,400            7,000         $19,631

RALPH E. COFFMAN, JR.            2000    $123,602    $15,000           --              6,000         $ 8,325
Vice President                   1999    $112,204    $15,000           --              6,000         $ 3,021
                                 1998    $ 81,936    $15,000           --              5,500         $ 9,697

RONALD J. COPHER                 2000    $116,313    $11,250           --              5,000         $10,568
Chief Financial Officer          1999    $ 57,500    $ 5,625           --             17,750           --
                                 1998       --         --              --                --            --

D. BRUCE KNOX                    2000    $116,664    $11,250           --              5,000         $ 7,561
Chief Information Officer        1999    $109,800    $ 7,500         $3,400            3,125         $ 3,519
                                 1998    $101,830    $10,000         $6,400            6,250         $12,655
</TABLE>


(1)  Includes amounts paid as director fees for 1998 and the first six months of
     1999. Beginning in July 1999, director fees were included in salary for all
     directors who were also employees of the Corporation or its subsidiaries.

(2)  All shares are subject to options granted under the 1995 Stock Option Plan.

(3)  Includes  matching and profit sharing  contributions  for the Corporation's
     401(k) plan for the fiscal years shown.









                                      -6-
<PAGE>


        The following table shows all individual grants of stock options to the
named executive officers of the Corporation during the year ended December 31,
2000.

<TABLE>
<CAPTION>
                                                 Options/SAR Grants in Last Fiscal Year(1)
                                                                                            Potential Realizable Value
                                                                                             At Assumed Annual Rates
                                                                                          Of Stock Price Appreciation
                                                   Individual Grants                           For Option Term(2)

                                                    % of
                                                    Total
                                                   Options
                                     Number of     Granted
  Name                               Securities      To        Exercise
                                     Underlying   Employees     Price       Expiration
                                      Options     In Fiscal   ($/Share)       Date
                                                    Year
                                                                                          0%($)        5%($)       10%($)
<S>                                     <C>         <C>          <C>           <C>         <C>          <C>         <C>
EVAN E. DAVIS
Chairman of the Board                     --          --          --           --           --          --           --

JOHN D. KIDD
President and Chief Executive
Officer                                   --          --          --           --           --          --           --

RICHARD P. LEGRAND
Executive Vice President               6,500        4.74%       $14.75      12/28/10        $0       $60,295      $152,800

RALPH E. COFFMAN, JR.
Vice President                         6,000        4.38%       $14.75      12/28/10        $0       $55,657      $141,046

RONALD J. COPHER
Chief Financial Officer                5,000        3.65%       $14.75      12/28/10        $0       $46,381      $117,539

D. BRUCE KNOX
Chief Information Officer              5,000        3.65%       $14.75      12/28/10        $0       $46,381      $117,539

</TABLE>

------------------------------------

(1)  All options are granted at 100% of fair market  value on the date of grant.
     The options become  exercisable  immediately at the grant date as to 50% of
     the covered shares and become  exercisable in full on December 28, 2001. In
     addition,  the options expire on the date specified in the option which, in
     no event,  is not later  than 10 years  after the date of grant,  provided,
     that the optionee  remained in the  employment  of the  Corporation  or its
     affiliates.  The option exercise period may be shortened upon an optionee's
     disability, retirement or death.

(2)  The amounts under the columns  labeled "5%($)" and "10%($)" are included by
     the Corporation pursuant to certain rules promulgated by the Securities and
     Exchange  Commission and are not intended to forecast future  appreciation,
     if any, in the price of the  Corporation's  common stock.  Such amounts are
     based on the assumption  that the option  holders hold the options  granted
     for  their  full  term.  The  actual  value  of the  options  will  vary in
     accordance  with the market price of the  Corporation's  common stock.  The
     column  headed  "0%($)" is included  to  illustrate  that the options  were
     granted at fair market value and option holders will not recognize any gain
     without  an  increase  in the stock  price,  which  increase  benefits  all
     shareholders commensurately.







                                      -7-
<PAGE>

The following table shows aggregate option exercises in the last fiscal year and
year-end values.

<TABLE>
<CAPTION>
                                            Aggregated Option/SAR Exercises in Last Fiscal Year and
                                                        Fiscal Year-End Option/SAR Values
------------------------------- -------------- --------------- ------------------------------ -----------------------------

             (a)                     (b)            (c)                       (d)                           (e)
                                                                     Number of Unexercised        Value of Unexercised
                                                                  Options at Fiscal Year End     In-the-Money Options at
                                                                                                  Fiscal Year End ($)(1)

             Name                                  Value                     Unexercisable                  Unexercisable
                                  Shares         Realized ($)   Exercisable                    Exercisable
                                 Acquired
                                On Exercise
<S>                                <C>              <C>           <C>            <C>               <C>             <C>
EVAN E. DAVIS
Chairman                           12,500         $53,250         23,375           --                --             --

JOHN D. KIDD
President and Chief Executive
Officer                              --              --           23,375           --                --             --

RICHARD P. LEGRAND
Executive Vice President             --              --           37,875          3,250           $63,828           --

RALPH E. COFFMAN, JR.
Vice President                      9,375         $59,063         23,875          3,000               --            --

RONALD J. COPHER
Chief Financial Officer               --              --          15,250          7,500               --            --

D. BRUCE KNOX
Chief Information Officer             --              --          36,875          2,500               --            --

</TABLE>


(1)  Represents  total gain which  would have been  realized if all in the money
     options  held  at  fiscal  year-end  had  been  exercised,   determined  by
     multiplying  the number of shares  underlying the options by the difference
     between the per share option exercise price and per share fair market value
     at year-end.  The fair market value as  determined  by the closing price of
     the Corporation's common stock on December 31, 2000 was $14.5625. An option
     is in the money if the fair market value of the  underlying  shares exceeds
     the exercise price of the option.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

         As of August 3, 2001, persons known by the Corporation to own
beneficially more than 5% of the outstanding common shares of the Corporation
are set forth below.
<TABLE>
<CAPTION>

                                    No. of Shares of Common
         Name(1)                    Stock Beneficially Owned(2)                 Percentage of Class(3)
         ----                       ------------------------                    -------------------
<S>                                             <C>                                      <C>
         Evan E. Davis                      919,987(4)                                   17.29%
         John D. Kidd                       524,372(4)(5)(6)                              9.86%
         D. Bruce Knox                      349,534(4)(5)                                 6.57%

</TABLE>

-----------------------------

(1)  The  address of Evan E. Davis,  John D. Kidd,  and D. Bruce Knox is c/o Oak
     Hill Financial, Inc., 14621 State Route 93, Jackson, Ohio 45640.

(2)  Beneficial  ownership is  determined  in  accordance  with the rules of the
     Securities and Exchange  Commission  which generally  attribute  beneficial
     ownership of  securities to persons who possess sole or shared voting power
     and/or investment power with respect to those securities.

(3)  "Percentage  of class"  is  calculated  by  dividing  the  number of shares
     beneficially  owned  by the  total  number  of  outstanding  shares  of the
     Corporation on August 3, 2001 plus the number of shares such person has the
     right to acquire under stock options.


                                      -8-
<PAGE>

(4)  Includes  23,375 shares which could be acquired by Messrs.  Davis and Kidd,
     and 36,875 shares which could be acquired by Mr. Knox under stock  options.
     Includes  258,862  shares held by a Trust as to which Mr. Knox is a Trustee
     and partial beneficiary.

(5)  Includes shares acquired  pursuant to Oak Hill Financial's  401(k) Plan for
     which investment power is exercised.

(6)  Includes shares held in Trust by Oak Hill Financial, Inc.'s 401(k) Plan for
     which Mr. Kidd, as a Trustee, exercises shared voting power.

Item 13.  Certain Relationships and Related Transactions.

Compensation Committee Interlocks and Insider Participation

         Currently, Messrs. Dorsey, McNelly and Stephenson, who are not
employees of the Corporation, are members of the Compensation Committee.
Effective July 1, 2000, Evan E. Davis, a director and Chairman of the
Corporation, serves on the Executive Committee of the Board of Trustees (the
"Executive Committee") of the University of Rio Grande (the "University") of
which Mr. Dorsey is the President. The Executive Committee of the University
acts on matters involving Mr. Dorsey's compensation.

Transactions with Directors and Officers

         Some of the officers and directors of the Corporation and the companies
with which they are associated are customers of Oak Hill or Towne. The loans to
such officers and directors (a) were made in the ordinary course of business,
(b) were made on substantially the same terms, including interest rates and
nature of collateral, as those prevailing at the time for comparable
transactions with other persons, and (c) did not involve more than the normal
risk of collectibility or present other unfavorable features.

         Oak Hill and Towne have had, and expect to have in the future, banking
transactions in the ordinary course of business with directors, officers,
principal shareholders, and their associates on the same terms, including
interest rates and collateral on loans, as those prevailing at the same time for
comparable transactions with others.

Miscellaneous

         H. Grant Stephenson, a director of the Corporation, is a partner in the
law firm of Porter, Wright, Morris & Arthur, which provides legal services to
the Corporation. C. Clayton Johnson, a director of the Corporation, is President
and co-owner of the law firm of Johnson & Oliver, which provides legal services
to the Corporation. Rick A. McNelly, a former director of the Corporation, is
co-owner of McNelly, Patrick and Associates, an employee benefits advisory and
insurance agency, which provides benefits and insurance services to the
Corporation.






















                                      -9-
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.


                         OAK HILL FINANCIAL, INC.                    Date

                         By: /s/ John D. Kidd                   August 3, 2001
                             ----------------
                             John D. Kidd, President
                             and Chief Executive Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                               Title                                                  Date
<S>                                         <C>                                                 <C>

*     Evan E. Davis                Chairman of the Board                                  August 3, 2001
---------------------------



/s/ John D. Kidd                   President, Chief Executive Officer and Director        August 3, 2001
---------------------------        (Principal Executive Officer)



*     Richard P. LeGrand           Executive Vice President and Director                  August 3, 2001
---------------------------



*     H. Tim Bichsel               Secretary                                              August 3, 2001
---------------------------



*     Ron J. Copher                Chief Finacnial Officer and Treasurer                  August 3, 2001
---------------------------        (Principal Financial and Accounting Officer)



*     Barry M. Dorsey              Director                                               August 3, 2001
---------------------------



*     C. Clayton Johnson           Director                                               August 3, 2001
---------------------------



*     William Siders               Director                                               August 3, 2001
---------------------------


*     Donald R. Seigneur           Director                                               August 3, 2001
---------------------------



/s/ H. Grant Stephenson            Director                                               August 3, 2001
---------------------------

</TABLE>

                                      -10-
<PAGE>


<TABLE>
<CAPTION>

Signature                               Title                                                  Date
<S>                                         <C>                                                 <C>


*     D. Bruce Knox                Chief Information Officer and Director                 August 3, 2001
---------------------------



*     Ralph E. Coffman, Jr.        Vice President                                         August 3, 2001
----------------------------



*     David G. Ratz                 Chief Administrative Officer                          August 3, 2001
---------------------------



By: /s/ H. Grant Stephenson                                                               August 3, 2001
    ---------------------------
    H. Grant Stephenson,
    attorney-in-fact for each of
    the persons indicated
</TABLE>






































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