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

                                   FORM 10-Q/A


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHNAGE ACT OF 1934
                      For the Quarter Ended March 31, 2005


                         Commission File Number: 0-26876


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



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

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


       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.

                                  Yes X   No
                                     ---    ---


      Indicate by check mark whether the registrant is an accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act)

                                  Yes X   No
                                     ---    ---

      As of July 12, 2005, the latest practicable date,  5,715,931 shares of the
Registrant's common stock, without par value, were outstanding.


<PAGE>













                            Oak Hill Financial, Inc.

                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                         PART I - FINANCIAL INFORMATION

Item  1: Financial Statements

            Consolidated Statements of Financial Condition                     3

            Consolidated Statements of Earnings                                4

            Consolidated Statements of Comprehensive Income                    5

            Consolidated Statements of Cash Flows                              6

            Notes to Consolidated Financial Statements                         8

Item  2: Management's Discussion and Analysis of Financial Condition
                 And Results of Operations                                    14

Item  3: Quantitative and Qualitative Disclosures About Market Risk           17

Item  4: Controls and Procedures                                              17


                           PART II - OTHER INFORMATION

Item  1: Legal Proceedings                                                    18

Item  2: Unregistered Sales of Equity Securities and Use of Proceeds          18

Item  3: Default Upon Senior Securities                                       18

Item  4: Submission of Matters to a Vote of Security Holders                  18

Item  5: Other Information                                                    18

Item  6: Exhibits                                                             18

Signatures                                                                    19

Certifications                                                                20


                                      -2-
<PAGE>


PART I - FINANCIAL INFORMATION

Item 1:

Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>



                                                                                          (unaudited)
                                                                                            March 31,  December 31,
(In thousands, except share data)                                                               2005           2004
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>            <C>

ASSETS

Cash and due from banks                                                                  $    24,721    $    31,009
Federal funds sold                                                                               269            988
Investment securities designated as available for sale - at market                           104,084         88,383
Investment securities designated as held to maturity - at cost (approximate market
     value of $3,847 and $3,853 at March 31, 2005 and December 31, 2004, respectively)         3,635          3,640
Loans receivable - net                                                                       926,578        912,282
Loans held for sale - at lower of cost or market
                                                                                                                256
Office premises and equipment - net                                                           15,673         15,489
Federal Home Loan Bank stock - at cost                                                         6,663          6,590
Real estate acquired through foreclosure                                                         943          1,614
Accrued interest receivable on loans                                                           3,576          3,407
Accrued interest receivable on investment securities                                             924            527
Goodwill - net                                                                                 1,686          1,674
Core deposit intangible                                                                        1,198          1,270
Bank owned life insurance                                                                     10,197         10,118
Prepaid expenses and other assets                                                              2,876          2,505
Prepaid                                                                                      federal         income
taxes
                                                                                               1,719          2,929
Deferred federal income taxes                                                                    934            359
-------------------------------------------------------------------------------------------------------------------
            TOTAL ASSETS                                                                 $ 1,105,676    $ 1,083,040
===================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits
     Demand                                                                              $    81,125    $    88,712
     Savings and time deposits                                                               777,031        773,384
-------------------------------------------------------------------------------------------------------------------
            Total deposits                                                                   858,156        862,096
Securities sold under agreements to repurchase                                                16,600          5,359
Advances from the Federal Home Loan Bank                                                     122,607        105,601
Notes payable                                                                                  2,700
Guaranteed preferred beneficial interests in the Company's
     junior subordinated debentures                                                           18,000         18,000
Accrued interest payable and other liabilities                                                 3,525          4,241
-------------------------------------------------------------------------------------------------------------------
            Total liabilities                                                              1,018,888        997,997
Stockholders' equity
     Common stock - $.50 stated value; authorized 15,000,000 shares
     5,653,583 shares issued at March 31, 2005 and December 31, 2004                           2,827          2,827
     Additional paid-in capital                                                                6,474          6,658
     Retained earnings                                                                        80,382         78,071
     Treasury stock (75,680 and 96,302 shares at March 31, 2005 and
       December 31, 2004, respectively - at cost)                                             (2,451)        (3,118)
     Accumulated comprehensive income (loss):
       Unrealized gain (loss) on securities designated as available for sale, net
         of related tax effects                                                                 (444)           605
-------------------------------------------------------------------------------------------------------------------
            Total stockholders' equity                                                        86,788         85,043
-------------------------------------------------------------------------------------------------------------------
            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $ 1,105,676    $ 1,083,040
===================================================================================================================
</TABLE>


                                      -3-
<PAGE>



Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)


<TABLE>
<CAPTION>


                                                                For the Three Months Ended
                                                                --------------------------
                                                                              March 31,
(In thousands, except share data)                                         2005        2004
------------------------------------------------------------------------------------------
<S>                                                                   <C>         <C>

INTEREST INCOME

Loans                                                                 $ 14,740    $ 13,299
Investment securities                                                      944         825
Interest-bearing deposits and other                                         93          64
------------------------------------------------------------------------------------------
            Total interest income                                       15,777      14,188
INTEREST EXPENSE

Deposits                                                                 4,710       3,722
Borrowings                                                               1,381       1,188
------------------------------------------------------------------------------------------
            Total interest expense                                       6,091       4,910
------------------------------------------------------------------------------------------
            Net interest income                                          9,686       9,278
Provision for losses on loans                                              750         575
------------------------------------------------------------------------------------------
            Net interest income after provision for losses on loans      8,936       8,703
OTHER INCOME

Service fees, charges and other operating                                1,407       1,186
Insurance commissions                                                      671         737
Gain on sale of loans                                                      318         295
Gain on sale of securities                                                 143         134
------------------------------------------------------------------------------------------
            Total other income                                           2,539       2,352
GENERAL, ADMINISTRATIVE AND OTHER EXPENSE

Employee compensation and benefits                                       3,582       3,440
Occupancy and equipment                                                  1,002         833
Federal deposit insurance premiums                                          30          26
Franchise taxes                                                             53         244
Other operating                                                          1,911       1,790
Merger-related expenses                                                    317
------------------------------------------------------------------------------------------
            Total general, administrative and other expense              6,895       6,333
------------------------------------------------------------------------------------------
            Earnings before federal income taxes                         4,580       4,722
FEDERAL INCOME TAXES

Current                                                                  1,351       1,592
Deferred                                                                   (31)        (17)
------------------------------------------------------------------------------------------
            Total federal income taxes                                   1,320       1,575
------------------------------------------------------------------------------------------
            NET EARNINGS                                              $  3,260    $  3,147
==========================================================================================
            EARNINGS PER SHARE
                Basic                                                 $    .59    $    .56
==========================================================================================
                Diluted                                               $    .57    $    .55
==========================================================================================
</TABLE>


                                      -4-
<PAGE>


Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>


                                                                         For the Three Months Ended
                                                                         --------------------------
                                                                                        March 31,
(In thousands)                                                                      2005       2004
---------------------------------------------------------------------------------------------------
<S>                                                                              <C>        <C>

Net earnings                                                                     $ 3,260    $ 3,147
Other comprehensive income, net of tax:
     Unrealized gains (losses) on securities designated as available for sale,
       net of taxes (benefits) of $(515) and $164, respectively                     (956)       304
     Reclassification adjustment for realized gains included in net earnings,
       net of taxes of $50 and $47, respectively                                     (93)       (87)
---------------------------------------------------------------------------------------------------
Comprehensive income                                                             $ 2,211    $ 3,364
===================================================================================================
Accumulated comprehensive income (loss)                                          $  (444)   $ 1,132
===================================================================================================
</TABLE>

                                      -5-
<PAGE>



CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

<TABLE>
<CAPTION>


                                                                        For the Three Months Ended
                                                                        --------------------------
                                                                                     March 31,
(In thousands)                                                                   2005        2004
-------------------------------------------------------------------------------------------------
<S>                                                                          <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

     Net earnings for the period                                             $  3,260    $  3,147
     Adjustments to reconcile net earnings to net cash provided by
       operating activities:
            Depreciation and amortization                                         418         246
            Gain on sale of securities                                           (143)       (134)
            Amortization of premiums and discounts on investment
                securities - net                                                  219         212
            Amortization of mortgage servicing rights                             106         148
            Proceeds from sale of loans in secondary market                     9,792      10,858
            Loans disbursed for sale in secondary market                       (9,338)    (10,894)
            Gain on sale of loans                                                (198)       (163)
            Loss on disposition of assets                                          95          --
            Amortization of deferred loan origination costs and fees - net        (42)        (42)
            Loss on sale of other real estate owned                                16          11
              Federal Home Loan Bank stock dividends                              (73)        (60)
            Provision for losses on loans                                         750         575
            Tax benefit of stock options exercised                                142         462
            Bank owned life insurance income                                      (79)         --
            Increase (decrease) in cash due to changes in:
                Prepaid expenses and other assets                                (371)       (236)
                Accrued interest receivable                                      (566)       (350)
                Accrued interest payable and other liabilities                   (716)     (2,008)
                Federal income taxes
                  Current                                                       1,210       1,100
                  Deferred                                                        (31)        (17)
-------------------------------------------------------------------------------------------------
                    Net cash provided by operating activities                   4,451       2,855
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:

       Loan disbursements                                                     (80,265)    (89,982)
       Principal repayments on loans                                           65,032      71,130
       Principal repayments on mortgage-backed securities designated
         as available for sale                                                  4,149       3,751
       Proceeds from sale of investment securities designated
         as available for sale                                                  4,501       3,431
       Proceeds from maturity of investment securities                          1,290       3,000
       Proceeds from disposition of assets                                          8          --
       Proceeds from sale of other real estate owned                              688         158
       Purchase of investment securities designated
         as available-for-sale                                                (27,305)    (11,802)
       Purchase of Saltsman Insurance Agency                                      (12)         --
       Purchase of other real estate owned                                       --          (169)
       (Increase) decrease in federal funds sold - net                            719         (18)
       Purchase of office premises and equipment                                 (594)       (193)
-------------------------------------------------------------------------------------------------
                    Net cash used in investing activities                     (31,789)    (20,694)
-------------------------------------------------------------------------------------------------
                    Net cash used in operating and investing activities
                      (balance carried forward)                               (27,338)    (17,839)
-------------------------------------------------------------------------------------------------
</TABLE>

                                      -6-
<PAGE>


Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (continued)

<TABLE>
<CAPTION>


                                                                             For the Three Months Ended
                                                                             --------------------------
                                                                                           March 31,
(In thousands)                                                                         2005        2004
-------------------------------------------------------------------------------------------------------
<S>                                                                                <C>         <C>

                    Net cash used in operating and investing activities
                      (balance brought forward)                                     (27,338)    (17,839)
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:

     Proceeds from (repayments of) securities sold under agreement to repurchase     11,241        (779)
     Net increase (decrease) in deposit accounts                                     (3,889)     54,677
     Proceeds from Federal Home Loan Bank advances                                   18,000          --
     Repayments of Federal Home Loan Bank advances                                     (994)    (34,571)
     Repayments of notes payable                                                     (2,700)        (50)
     Dividends on common shares                                                        (949)       (828)
     Purchase of treasury shares                                                         --      (4,369)
     Proceeds from issuance of shares under stock option plan                           341       1,234
-------------------------------------------------------------------------------------------------------
                    Net cash provided by financing activities                        21,050      15,314
-------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                            (6,288)     (2,525)
Cash and cash equivalents at beginning of period                                     31,009      20,390
-------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                         $ 24,721    $ 17,865
=======================================================================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     Cash paid during the period for:
       Federal income taxes                                                        $     --    $     --
=======================================================================================================
       Interest on deposits and borrowings                                         $  6,140    $  4,990
=======================================================================================================

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:

     Unrealized gains (losses) on securities designated as available for sale,
       net of related tax effects                                                  $ (1,049)   $    217
=======================================================================================================

     Recognition of mortgage servicing rights in accordance with SFAS No. 140      $    120    $    132
=======================================================================================================

     Transfer from loans to real estate acquired through foreclosure               $     33    $    471
=======================================================================================================

     Loans identified as held-for-sale                                             $     --    $    747
=======================================================================================================

     Treasury shares issued for options exercised                                  $     --    $    747
=======================================================================================================
</TABLE>

                                      -7-
<PAGE>


Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2005 and 2004



1. Basis of Presentation
   ---------------------

      Oak Hill Financial,  Inc. (the  "Company") 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  Agency,  Inc. dba MPA Group  Insurance
Specialists  ("MPA"). 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.

      On October 9, 2004, the Company  acquired  Ripley National Bank ("Ripley")
for $5.3  million in cash.  As part of the  transaction,  the  Company  acquired
full-service  offices in Ripley and Georgetown,  Ohio,  involving total loans of
$39.1 million, $51.6 million in deposits and $58.6 million in total assets.

      On December 31, 2004,  the Company  sold the  consumer  loan  portfolio of
Action Finance Company. The portfolio, which was comprised of small consumer and
second  mortgage  loans,  totaled $8.7 million.  Concurrent  with the sale,  the
Company closed its five retail lending offices in southern Ohio.

      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.  MPA 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,  2004.  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 months
ended March 31, 2005 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 MPA. The Company  effectively
controls  Oak Hill  Title;  therefore,  its  accounts  are also  included in the
financial statements of the Company with the remaining 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.

      At March 31,  2005,  the Company  had $216.9  million of  certificates  of
deposit maturing within one year. It has been the Company's historic  experience
that such  certificates  of deposit will be replaced or 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 replaced or renewed  with Oak
Hill at market  rates of  interest  without  a  material  adverse  effect on the
results of operations.


                                      -8-
<PAGE>




Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS For the three month periods ended March 31, 2005 and 2004



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

      In the event that  certificates  of deposit cannot be renewed at prevalent
market  rates,  the  Company  can  obtain up to a maximum  of $186.3  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 March 31, 2005, the Company had
$122.6 million of outstanding FHLB advances.

      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 March 31, 2005, the Company had total off-balance sheet
contractual commitments consisting of $24.6 million to originate loans, or loans
committed but not closed,  $131.1  million in unused lines of credit and letters
of credit  totaling $15.2  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 table below  details the amount of loan  commitments,  unused lines of
credit and  letters  of credit  outstanding  at March 31,  2005,  by  expiration
period:

                                    One year     Two to       After
(In thousands)                       or less  three years  three years    Total
--------------------------------------------------------------------------------

Loan commitments                    $ 24,644    $     --    $     --    $ 24,644

Unused lines of credit                72,489      16,137      42,498     131,124
Letters of credit                      1,057       4,150      10,000      15,207
--------------------------------------------------------------------------------
                                    $ 98,190    $ 20,287    $ 52,498    $170,975
================================================================================

      The table below details the amount of contractual  obligations outstanding
at March 31, 2005, by expiration period:

<TABLE>
<CAPTION>

                                                                  One year   Two to       After
(In thousands)                                                    or less  three year  three years  Total
----------------------------------------------------------------------------------------------------------
<S>                                                              <C>        <C>        <C>        <C>

Advances from the Federal Home Loan Bank                         $ 60,687   $  7,874   $ 54,046   $122,607
Securities sold under agreement to repurchase                          --         --     10,000     10,000
Guaranteed preferred beneficial interests in the Corporation's
     junior subordinated debentures                                    --         --     18,000     18,000
Lease obligations                                                     710      1,557      2,129      4,396
----------------------------------------------------------------------------------------------------------
                                                                 $ 61,397   $  9,431   $ 84,175   $155,003
==========================================================================================================
</TABLE>


4. 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 three-month periods ended March 31:

                                                                2005        2004
--------------------------------------------------------------------------------

Weighted-average common shares outstanding (basic)         5,566,360   5,582,171
Dilutive effect of assumed exercise of stock options         151,821     154,989
--------------------------------------------------------------------------------

Weighted-average common shares outstanding (diluted)       5,718,181   5,737,160
================================================================================


                                      -9-
<PAGE>



Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2005 and 2004


4. Earnings Per Share (continued)
   -----------------------------

      Options to purchase 125,450 shares of common stock with a weighted-average
exercise  price of $37.21 were  outstanding  at March 31, 2005 but were excluded
from the computation of common share  equivalents for the period ended March 31,
2005 because their exercise prices were greater than the average market price of
the common shares.

5. 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  this  account  is an
accounting  estimate of  probable  but  unconfirmed  asset  impairment  that has
occurred in the  Company's  loan  portfolio  as of the date of the  consolidated
financial statements before losses have been confirmed resulting in a subsequent
charge-off  or  write-down.  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:

   o  Local market areas and national economic developments;

   o  Levels of and trends in delinquencies and impaired loans;

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

   o  Adverse situations that may affect specific borrowers' ability to repay;

   o  Effects of any changes in lending policies and procedures;

   o  Credit concentrations;

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

   o  Volume and terms of loans; and

   o  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 Statement of Financial Accounting Standards ("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.

      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 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


                                      -10-
<PAGE>


Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2005 and 2004


5. Critical Accounting Policies (continued)
   ---------------------------------------

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 are
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.

      Mortgage  Servicing  Rights:  Mortgage  servicing rights are accounted for
pursuant  to the  provisions  of SFAS No. 140,  "Accounting  for  Transfers  and
Servicing  of  Financial  Assets  and  Extinguishments  of  Liabilities,"  which
requires  that the  Company  recognize  as  separate  assets,  rights to service
mortgage  loans  for  others,  regardless  of how  those  servicing  rights  are
acquired.  An institution that acquires mortgage servicing rights through either
the  purchase  or  origination  of  mortgage  loans and sells  those  loans with
servicing  rights  retained  must  allocate some of the cost of the loans to the
mortgage servicing rights.

      The  mortgage  servicing  rights  recorded by the Company,  calculated  in
accordance  with the provisions of SFAS No. 140, were  segregated into pools for
valuation  purposes,  using as pooling  criteria  the loan term and coupon rate.
Once pooled, each grouping of loans was evaluated on a discounted earnings basis
to determine the present value of future  earnings that a purchaser could expect
to  realize  from each  portfolio.  Earnings  were  projected  from a variety of
sources  including loan servicing fees,  interest earned on float,  net interest
earned on escrows,  miscellaneous  income,  and costs to service the loans.  The
present value of future earnings is the "economic"  value of the pool, i.e., the
net realizable present value to an acquirer of the acquired servicing.

      SFAS No. 140  requires  that  capitalized  mortgage  servicing  rights and
capitalized excess servicing  receivables be amortized in proportion to and over
the period of  estimated  net  servicing  income and  assessed  for  impairment.
Impairment is measured based on fair value. The valuation of mortgage  servicing
rights is influenced by market factors,  including  servicing volumes and market
prices, as well as management's assumptions regarding mortgage prepayment speeds
and interest  rates.  Management  utilizes  periodic  third-party  valuations by
qualified  market  professionals  to evaluate the fair value of its  capitalized
mortgage servicing assets.

      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.

6. Stock-Based Compensation
   ------------------------

      The Company has stock  incentive plans that provide for grants of options,
restricted  stock  and  other  equity-based   instruments  of  up  to  1,200,000
authorized,  but unissued shares of its common stock.  The Company  accounts for
its stock  incentive  plans in  accordance  with SFAS No. 123,  "Accounting  for
Stock-Based  Compensation," which contains a fair value-based method for valuing
stock-based compensation that entities may use, which measures compensation cost
at the grant date based on the fair  value of the  award.  Compensation  is then
recognized  over the  service  period,  which is  usually  the  vesting  period.
Alternatively,  SFAS No. 123  permits  entities to continue to account for stock
options and similar equity instruments under Accounting Principles Board ("APB")
Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees."  Entities  that
continue to account for stock  options  using APB Opinion No. 25 are required to
make pro forma  disclosures  of net earnings  and earnings per share,  as if the
fair value-based method of accounting defined in SFAS No. 123 had been applied.


                                      -11-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2005 and 2004


6. Stock-Based Compensation (continued)
   ------------------------------------

      The Company  applies APB  Opinion  No. 25 and related  Interpretations  in
accounting for its stock incentive plans. Accordingly,  no compensation cost has
been  recognized for the plan.  Had  compensation  cost for the Company's  stock
incentive  plan been  determined  based on the fair value at the grant dates for
awards under the plan consistent with the accounting method utilized in SFAS No.
123, the  Company's  net earnings and earnings per share would have been reduced
to the pro-forma amounts indicated below for the three months ended March 31:


(In thousands, except share data)                           2005           2004
--------------------------------------------------------------------------------
Net earnings:
     As reported                                       $   3,260      $   3,147
     Stock-based compensation, net of tax                   (259)          (103)
--------------------------------------------------------------------------------
Pro-forma net earnings                                 $   3,001      $   3,044
================================================================================
Basic earnings per share:
     As reported                                       $     .59      $     .56
     Stock-based compensation, net of tax                   (.05)          (.02)
--------------------------------------------------------------------------------
     Pro-forma                                         $     .54      $     .54
================================================================================
Diluted earnings per share:
     As reported                                       $     .57      $     .55
     Stock-based compensation, net of tax                   (.05)          (.02)
--------------------------------------------------------------------------------
     Pro-forma                                         $     .52      $     .53
================================================================================


      The fair value of each option  granted is  estimated  on the date of grant
using  the  modified  Black-Scholes  options-pricing  model  with the  following
weighted-average  assumptions  used for grants in 2005, 2004 and 2003:  dividend
yield of 1.6% for 2005 and 2004 and 2.3% for 2003; expected volatility 39.8% for
2005 and 2004 and 41.5% for 2003; risk-free interest rates of 3.65% for 2005 and
2004 and 3.38% for 2003; and expected lives of 4 years for 2005, 2004 and 2003.

      A summary of the status of the Company's stock incentive plans as of March
31, 2005 and December 31, 2004 and 2003 and changes  during the periods ended on
those dates is presented below:

<TABLE>
<CAPTION>

                                                    Three months ended                     Year Ended
                                                        March 31,                         December 31,

                                                          2005                   2004                  2003
-------------------------------------------------------------------------------------------------------------------
                                                              Weighted-             Weighted-             Weighted-
                                                              average               average                 average
                                                              exercise              exercise               exercise
                                                   Shares      price      Shares      price     Shares       price
-------------------------------------------------------------------------------------------------------------------
<S>                                               <C>        <C>        <C>         <C>        <C>         <C>
Outstanding at beginning of period                582,466    $  22.21    572,397    $  17.36    718,717    $  15.35
Granted                                             2,000       37.72    130,500       37.19     68,000       30.46
Exercised                                         (20,622)      16.55   (118,131)      15.87   (210,820)      14.77
Forfeited                                          (6,883)      36.46     (2,300)      28.45     (3,500)      15.05
-------------------------------------------------------------------------------------------------------------------
Outstanding at end of period                      556,961    $  22.30    582,466    $  22.21    572,397    $  17.36
===================================================================================================================

Options exercisable at period end                 431,011                451,633               503,730
===================================================================================================================
Weighted-average fair value of options granted
     during the period                                       $  13.14               $  12.91               $   9.31
===================================================================================================================
</TABLE>


                                      -12-
<PAGE>


Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2005 and 2004


6. Stock-Based Compensation (continued)
   -----------------------------------

      The  following  information  applies to options  outstanding  at March 31,
2005:

   Range of exercise prices                                   Number outstanding
--------------------------------------------------------------------------------
      $ 6.67 - $10.01                                                     16,900
      $10.02 - $15.03                                                     44,413
      $15.04 - $22.56                                                    309,798
      $22.57 - $33.86                                                     60,400
      $33.87 - $37.72                                                    125,450
--------------------------------------------------------------------------------
            Total                                                        556,961
================================================================================

Weighted-average exercise price                                          $ 22.30
Weighted-average remaining contractual life                            7.9 years

7. Effects of Recent Accounting Pronouncements
   -------------------------------------------

      In December 2004, the Financial  Accounting  Standards  Board (the "FASB")
issued a revised Statement of Financial Accounting Standard ("SFAS") No. 123(R),
"Share-Based  Payment,"  which  establishes  standards  for the  accounting  for
transactions  in which an entity  exchanges its equity  instruments for goods or
services,  primarily on accounting for  transactions  in which an entity obtains
employee services in share-based transactions.  This Statement requires a public
entity to measure the cost of  employee  services  received  in exchange  for an
award of equity  instruments  based on the  grant-date  fair value of the award,
with limited  exceptions.  That cost will be  recognized  over the period during
which an employee is required to provide  services in exchange for the awarded -
the requisite  service  period.  No  compensation  cost is recognized for equity
instruments  for which employees do not render the requisite  service.  Employee
share  purchase plans will not result in  recognition  of  compensation  cost if
certain conditions are met.

      Initially, the cost of employee services received in exchange for an award
of liability  instruments will be measured based on current fair value; the fair
value of that award  will be  remeasured  subsequently  at each  reporting  date
through the settlement date.  Changes in fair value during the requisite service
period will be recognized as compensation cost over that period.  The grant-date
fair value of employee share options and similar  instruments  will be estimated
using  option-pricing  models adjusted for the unique  characteristics  of those
instruments (unless observable market prices for the same or similar instruments
are available). If an equity award is modified after the grant date, incremental
compensation  cost will be  recognized  in an amount  equal to the excess of the
fair  value of the  modified  award over the fair  value of the  original  award
immediately before the modification.

      Excess tax  benefits,  as defined by SFAS 123R,  will be  recognized as an
addition  to  additional  paid in  capital.  Cash  retained as a result of those
excess  tax  benefits  will be  presented  in the  statement  of cash  flows  as
financing  cash  inflows.  The  write-off  of  deferred  tax assets  relating to
unrealized tax benefits  associated  with recognized  compensation  cost will be
recognized  as income tax  expense  unless  there are excess tax  benefits  from
previous  awards  remaining  in  additional  paid in  capital to which it can be
offset.

      Effective  April 2005,  compensation  cost is  required  to be  recognized
beginning  as of the first  interim  period of the fiscal year that begins on or
after June 15, 2005, or January 1, 2006 as to the Company.  Management  believes
the  quarterly  compensation  cost,  net of tax, will  approximate  the proforma
amount disclosed above.


                                      -13-
<PAGE>


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, 2004 (2004 Form 10-K),  and other  factors  described in the 2004 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 and lease  customers or other  counter
parties  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, and (4) operational  risk, which is the risk of
loss resulting from inadequate or failed internal processes, people, or systems,
or external events.  The description of the Company's business contained in Item
1 of its 2004 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:

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the three month periods ended March 31, 2005 and 2004


Discussion  of Financial  Condition  Changes from December 31, 2004 to March 31,
--------------------------------------------------------------------------------
2005
----

      The Company's  total assets amounted to $1.1 billion as of March 31, 2005,
an increase of $22.6 million,  or 2.1%, over the total at December 31, 2004. The
increase in assets was funded primarily  through an increase in FHLB advances of
$17.0 million and a $10.0  million  increase in reverse  repurchase  agreements,
which were  partially  offset by a $3.9 million  decrease in deposits and a $2.7
million decrease in notes payable.

      Cash and due from banks,  federal funds sold, and  investment  securities,
including mortgage-backed  securities,  increased by $8.7 million, or 7.0%, to a
total of $132.7  million at March 31,  2005,  compared  to  December  31,  2004.
Investment  securities increased by $15.7 million, as purchases of $27.3 million
exceeded  maturities  and  repayments of $5.4 million and sales of $4.4 million.
Federal funds sold  decreased by $719,000  during the  three-month  period ended
March 31, 2005.

      Loans receivable, including loans held for sale, totaled $926.6 million at
March 31,  2005,  an increase of $14.0  million,  or 1.5%,  over the  comparable
totals at December 31, 2004. Loan disbursements totaled $89.6 million during the
three-month  period ended March 31, 2005,  which were  partially  offset by loan
sales  of  $9.6  million  and  principal  repayments  of  $65.0  million.   Loan
disbursements  and sales  volume  decreased by $11.3  million and $1.1  million,
respectively,  as  compared to the same period in 2004.  Loan  originations  and
sales volume declined  primarily due to the decrease in origination and sales of
residential  real  estate  loans in the  secondary  market.  Growth  in the loan
portfolio during the three months ended March 31, 2005 was comprised of an $17.1
million,  or 2.5%,  increase in commercial  and  residential  real estate loans,
which was partially offset by a $1.8 million,  or 1.1%, decrease in consumer and
other loans, a $948,000, or 1.4%, decrease in installment loans, and a $152,000,
or 7.5%,  decrease in credit card loans. The Company's allowance for loan losses
totaled $12.1 million at March 31, 2005, an increase of $215,000,  or 1.8%, over
the total at

                                      -14-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the three month periods ended March 31, 2005 and 2004


December 31, 2004. The allowance for loan losses  represented 1.29% and 1.28% of
the total loan portfolio at March 31, 2005 and December 31, 2004,  respectively.
Net charge-offs totaled approximately $535,000 and $350,000 for the three months
ended March 31, 2005 and 2004, respectively. The Company's allowance represented
156.4% and 186.8% of  nonperforming  loans,  which totaled $7.7 million and $6.3
million at March 31, 2005 and  December  31,  2004,  respectively.  At March 31,
2005,  nonperforming  loans were  comprised  of $476,000 in  installment  loans,
$717,000 in commercial and other loans,  $2.9 million of loans secured primarily
by  commercial  real  estate and $3.6  million of loans  secured by  one-to-four
family residential real estate. In management's opinion, all nonperforming loans
were adequately collateralized or reserved for at March 31, 2005.

      Deposits  totaled  $858.2  million at March 31,  2005,  a decrease of $3.9
million,  or 0.5%,  from the  total at  December  31,  2004.  Brokered  deposits
continued to be an integral part of the Company's  overall funding  strategy due
to competitive  rates and lower operational costs compared with retail deposits.
Brokered deposits totaled $106.2 million with a  weighted-average  cost of 2.96%
at March 31, 2005, as compared to the $140.7 million in brokered deposits with a
2.71% weighted-average cost at December 31, 2004.

      Advances from the Federal Home Loan Bank totaled  $122.6  million at March
31, 2005, an increase of $17.0 million, or 16.1%, over the total at December 31,
2004.  Securities sold under  agreements to repurchase  totaled $16.6 million at
March 31,  2005,  an increase of $10.2  million,  over the total at December 31,
2004. The increase resulted  primarily from $10.0 million in reverse  repurchase
agreements  incepted in March 2005. Notes payable  decreased $2.7 million as the
Company repaid a note to another financial institution.

      The Company's  stockholders' equity amounted to $86.8 million at March 31,
2005,  an increase of $1.7  million,  or 2.1%,  over the balance at December 31,
2004.  The  increase  resulted  primarily  from net earnings of $3.3 million and
proceeds  from options  exercised of $483,000,  which were  partially  offset by
$949,000  dividends  declared on common stock and a $1.0 million decrease in the
unrealized  gain on  securities to an overall  unrealized  loss on securities of
$444,000 at March 31, 2005.

Comparison of Results of Operations for the Three-Month  Periods Ended March 31,
--------------------------------------------------------------------------------
2005 and 2004
-------------

General
-------

      Net  earnings  for the three  months  ended  March 31, 2005  totaled  $3.3
million,  a $113,000,  or 3.6%,  increase over the net earnings  reported in the
comparable  2004 period.  The  increase in earnings  resulted  primarily  from a
$408,000  increase in net interest income, a $187,000  increase in other income,
and a $255,000  decrease in the provision for federal  income taxes,  which were
partially offset by a $175,000 increase in the provision for losses on loans and
a $562,000 increase in general, administrative and other expense.

Net Interest Income
-------------------

      Total interest income for the three months ended March 31, 2005,  amounted
to $15.8  million,  an increase of $1.6 million,  or 11.2%,  over the comparable
2004 period. Interest income on loans totaled $14.7 million, an increase of $1.4
million, or 10.8%, over the 2004 period. This increase resulted primarily from a
$99.8 million, or 12.0%, increase in the weighted-average  ("average") portfolio
balance, to a total of $929.0 million for the three months ended March 31, 2005,
which  was  partially  offset  by  a 1  basis  point  decrease  in  the  average
fully-taxable  equivalent yield, to 6.45% for the three month period ended March
31, 2005.  Interest income on investment  securities and other  interest-earning
assets increased by $148,000,  or 16.6%. The increase resulted  primarily from a
$13.3 million,  or 14.7%,  increase in the average portfolio balance, to a total
of $103.8  million for the three months ended March 31, 2005,  coupled with a 33
basis point increase in the average fully-taxable equivalent yield, to 4.71% for
the three months ended March 31, 2005.

      Total interest expense amounted to $6.1 million for the three months ended
March 31, 2005, an increase of $1.2 million,  or 24.1%, from the comparable 2004
period. Interest expense on deposits increased by $988,000, or 26.5%, to a total
of $4.7 million for the three months ended March 31, 2005. The increase resulted
primarily  from a 22 basis point  increase in the average cost of  deposits,  to
2.24% for the three months ended March 31, 2005,  coupled with a $113.9 million,
or  15.4%,  increase  in the  average  portfolio  balance,  to a total of $853.4
million  for the  three  months  ended  March  31,  2005.  Interest  expense  on
borrowings increased by $193,000, or 16.2%, for the three months ended March 31,
2005. The increase was due to a $13.0 million, or 10.5%, increase in the average
borrowings outstanding for the three months ended March 31, 2005, coupled with a
24 basis  point  increase  in the  average  cost of  borrowings,  to 4.08%.  The
increase  in the  level of  yields on  interest-earning  assets  and the cost of
interest-bearing  liabilities  was  primarily  due to the rising  interest  rate
environment for the three month period ended March 31, 2005.

      As a result of the  foregoing  changes in  interest  income  and  interest
expense,  net interest  income  increased by  $408,000,  or 4.4%,  for the three
months  ended  March 31,  2005,  as  compared  to the same  period in 2004.  The
interest rate spread decreased by 18


                                      -15-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the three month periods ended March 31, 2005 and 2004


basis  points,  to 3.79% for the three months ended March 31, 2005,  compared to
3.97% for the three months ended March 31, 2004.  The  fully-taxable  equivalent
net interest  margin  decreased by 22 basis points from,  4.11% to 3.89% for the
three months ended March 31, 2004 and 2005, 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 $750,000
provision  for losses on loans for the three  months  ended March 31,  2005,  an
increase of $175,000,  or 30.4%,  compared to same period in 2004. The provision
for losses on loans for the three  months  ended March 31,  2005 was  predicated
primarily  upon the $14.3  million  of growth in the gross loan  portfolio,  the
$535,000 of loans  charged-off  during the current  quarter,  and an increase in
nonperforming  loans from $6.3  million at December  31, 2004 to $7.7 million at
March 31, 2005.

      Consistent  with the Company's  policy for determining the adequacy of its
allowance for loan losses,  management  continues to closely monitor  criticized
loans  for,  among  other  factors  previously  discussed,   adverse  situations
affecting  borrowers' abilities to repay and an assessment of current collateral
values. Although management believes that it uses the best information available
in providing for possible loan losses, future adjustments to the allowance could
be necessary and net earnings could be affected.

Other Income
------------

      Other  income  totaled  $2.5  million for the three months ended March 31,
2005,  a  increase  of  $187,000,  or 8.0%,  over  the  amount  reported  in the
comparable 2004 period.  This increase  resulted  primarily from a $221,000,  or
18.6%,  increase in service fees and charges,  a $23,000,  or 7.8%,  increase in
gain on sale of  loans,  and a  $9,000,  or  6.7%,  increase  in gain on sale of
securities,  which were  partially  offset by a $66,000,  or 9.0%,  decrease  in
insurance  commissions.  The increase in service fees,  charges and other income
was due  primarily to an increase in ATM fees totaling  $98,000,  an increase in
bank  owned  life  insurance  income  of  $79,000,  and a  $54,000  decrease  in
amortization  and impairment of mortgage  servicing  rights for the three months
ended March 31,  2005.  The gain on sale of loans is  attributable  to a $78,000
increase in gains from the sale of Small Business  Administration  loans,  which
was  offset by a $55,000  decrease  in gains from the sale of  residential  real
estate loans.

General, Administrative and Other Expense
-----------------------------------------

      General,  administrative  and other  expense  totaled $6.9 million for the
three months ended March 31, 2005,  an increase of $562,000,  or 8.9%,  over the
amount  reported in the 2004 period.  The  increase  resulted  primarily  from a
$438,000,   or  24.5%,   increase   in  other   operating   expenses   including
merger-related  expenses,  a  $169,000,  or 20.3%,  increase  in  occupancy  and
equipment, and a $142,000, or 4.1%, increase in compensation and benefits, which
were  partially  offset by a  $191,000,  or 78.3%,  decrease  in  franchise  tax
expense.

      The increase in occupancy  and  equipment  expense was due  primarily to a
$144,000,  or 71.0%,  increase in maintenance  and  maintenance  contracts and a
$61,000,  or 24.7%,  increase in  depreciation  expense.  The  increase in other
expenses  resulted  primarily from a $72,000  increase in  amortization  of core
deposit  intangible,  a $55,000,  or 31.3%,  increase in  professional  fees,  a
$29,000, or 30.3%,  increase in ATM expenses,  a $22,000, or 33.5%,  increase in
travel expense, a $9,000, or 6.2%, increase in postage, coupled with incremental
increases in other operating expenses year-to-year. The increase in compensation
and benefits resulted  primarily from a $44,000,  or 1.4%,  increase in salaries
and wages  partially  attributable  to yearly salary  increases,  a $28,000,  or
15.5%,  increase in group insurance,  and a $20,000 increase in directors' fees.
The decrease in franchise tax expense generally reflects a tax savings resulting
from the Ripley acquisition.

Federal Income Taxes
--------------------

      The  provision for federal  income taxes  amounted to $1.3 million for the
three months ended March 31,  2005, a decrease of $255,000,  or 16.2%,  from the
comparable  2004 period.  The decrease  resulted  primarily from a $142,000,  or
3.0%,  decrease in earnings  before taxes,  coupled with $125,000 in new markets
tax  credits  pursuant  to  Oak  Hill  Banks'  $10.0  million  qualified  equity
investments in Oak Hill Community  Development  Corp. in 2004. The effective tax
rates were 28.8% and 33.4% for the three  months  ended March 31, 2005 and 2004,
respectively.


                                      -16-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the three month periods ended March 31, 2005 and 2004


Subsequent Event
----------------

      On April 1, 2005, the Company  completed its previously  announced  merger
with Lawrence Financial  Holdings,  Inc.  ("Lawrence  Financial") for a purchase
price of approximately $15.2 million, of which $7.7 million was paid in cash. In
addition, the Company issued 221,501 share of common stock to Lawrence Financial
shareholders.  The transaction added $116.9 million in assets,  $76.5 million in
loans, $104.2 million in deposits and $9.5 million in equity to the Company.


Item  3:    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, 2004.

Item  4:    Controls and Procedures
            -----------------------

            Disclosure 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  and the material  weaknesses in the  Company's  internal
            controls  discussed below, the Company's chief executive officer and
            chief  financial  officer  concluded  that the Company's  disclosure
            controls and procedures were ineffective at March 31, 2005.

            Internal Controls
            -----------------

            Management is also  responsible  for  establishing  and  maintaining
            adequate internal control over financial reporting,  as such term is
            defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The
            Company  recently  identified  deficiencies in its internal  control
            over   financial   reporting,   based  on  an   evaluation   of  the
            effectiveness  of internal  control over  financial  reporting.  The
            identified material weaknesses relate to incomplete documentation on
            loan and wire transfer approvals.

            Changes in Internal Control Over Financial Reporting
            ----------------------------------------------------

            During the quarter  ended March 31,  2005,  the Company  implemented
            several changes to its internal control over financial  reporting in
            response  to  the  aforementioned   deficiencies  identified  as  of
            December  31,  2004.  To address the  material  weakness  related to
            incomplete  documentation on loan approvals, the Company implemented
            the following remediation steps:

            o     The  Company  has  reviewed  and   identified   loan  approval
                  procedures for revision;

            o     The Company has implemented revised procedures for centralized
                  approvals  of  installment   loans;  and

            o     The  Company  has  implemented   additional  testing  of  loan
                  approvals.

                                      -17-
<PAGE>

            To address the material weakness related to incomplete documentation
            of  wire  transfer  approvals,   the  Company  has  implemented  the
            following remediation steps:

            o     The Company has reviewed and identified wire transfer approval
                  procedures for revision; and

            o     The  Company  has  implemented   additional  testing  of  wire
                  transfer approvals.


Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the three month periods ended March 31, 2005 and 2004


Item  4:    Controls and Procedures (continued)
            -----------------------------------

            There were no additional  changes in the Company's  internal control
            over  financial  reporting  made during the quarter  ended March 31,
            2005, that have  materially  affected,  or are reasonably  likely to
            materially  affect , the Company's  internal  control over financial
            reporting.


PART II - OTHER INFORMATION

Item1:      Legal Proceedings
            -----------------

            Not applicable.

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.


Item 6:     Exhibits
            --------

            Exhibits:

            Exhibit Number Description
            -------------- -----------

            31.1           Certification  of  Chief  Executive  Officer,  R.  E.
                           Coffman,  Jr.,  dated  July  12,  2005,  pursuant  to
                           Section  302  of  the   Sarbanes-Oxley  Act  of  2002
                           ("SOX").

            31.2           Certification  of  Chief  Financial  Officer,  Ron J.
                           Copher,  dated  July 12,  2005,  pursuant  to Section
                           302 of SOX.

            32.1           Certification  by  Chief  Executive  Officer,  R.  E.
                           Coffman,  Jr.,  dated July 12,  2005,  pursuant to 18
                           U.S.C.  Section 1350, as adopted  pursuant to Section
                           906 of SOX.

            32.2           Certification  by  Chief  Financial  Officer,  Ron J.
                           Copher,  dated July 12,  2005,  pursuant to 18 U.S.C.
                           Section 1350,  as adopted  pursuant to Section 906 of
                           the Sarbanes-Oxley Act of 2002.


                                      -18-
<PAGE>


                                   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: July 12, 2005                     By:  /s/ R.  E.  Coffman, Jr,
                                            ------------------------------------
                                             R. E. Coffman, Jr.
                                             President & Chief Executive Officer




Date: July 12, 2005                     By:  /s/ Ron J. Copher
                                            ------------------------------------
                                             Ron J. Copher
                                             Chief Financial Officer



                                      -19-
<PAGE>