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

                                    FORM 10-Q
                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                    For the Quarter Ended September 30, 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
           Jackson, Ohio                                            45640
(Address of principal executive office)                          (Zip Code)

       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 |_|

            Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).

                            Yes |_|           No |X|

            As of  November  3, 2005,  the latest  practicable  date,  5,605,951
shares of the Registrant's common stock, $.50 stated 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                                       15

Item 3: Quantitative and Qualitative Disclosures About Market Risk            19

Item 4: Controls and Procedures                                               20

                           PART II - OTHER INFORMATION

Item 1: Legal Proceedings                                                     21

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds           21

Item 3: Default Upon Senior Securities                                        21

Item 4: Submission of Matters to a Vote of Security Holders                   21

Item 5: Other Information                                                     21

Item 6: Exhibits                                                              21

Signatures                                                                    22

Certifications                                                                23


                                      -2-
<PAGE>

PART I - FINANCIAL INFORMATION

Item 1: Financial Statements

Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                                                                September 30,       December 31,
(In thousands, except share data)                                                                        2005               2004
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                  (Unaudited)
<S>                                                                                               <C>                <C>
ASSETS

Cash and due from banks                                                                           $    23,620        $    31,009
Federal funds sold                                                                                      3,269                988
Investment securities designated as available for sale - at market                                    127,442             88,383
Investment securities designated as held to maturity - at cost (approximate market
      value of $3,881 and $3,853 at September 30, 2005 and December 31, 2004, respectively)             3,624              3,640
Loans receivable - net                                                                                995,557            912,282
Loans held for sale - at lower of cost or market                                                           75                256
Office premises and equipment - net                                                                    22,118             15,489
Federal Home Loan Bank stock - at cost                                                                  7,517              6,590
Real estate acquired through foreclosure                                                                  498              1,614
Accrued interest receivable on loans                                                                    3,875              3,407
Accrued interest receivable on investment securities                                                    1,144                527
Goodwill                                                                                                7,441              1,674
Core deposit intangible                                                                                 4,351              1,270
Bank owned life insurance                                                                              12,836             10,118
Prepaid expenses and other assets                                                                      12,195              2,505
Prepaid federal income taxes                                                                            3,666              2,929
Deferred federal income taxes                                                                              --                359
--------------------------------------------------------------------------------------------------------------------------------
              TOTAL ASSETS                                                                        $ 1,229,228        $ 1,083,040
================================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits
      Demand                                                                                      $   100,872        $    88,712
      Savings and time deposits                                                                       879,374            773,384
--------------------------------------------------------------------------------------------------------------------------------
              Total deposits                                                                          980,246            862,096
Securities sold under agreements to repurchase                                                         19,660              5,359
Advances from the Federal Home Loan Bank                                                              107,261            105,601
Notes payable                                                                                              --              2,700
Subordinated debentures                                                                                23,000             18,000
Deferred federal income taxes payable                                                                   1,113                 --
Accrued interest payable and other liabilities                                                          4,088              4,241
--------------------------------------------------------------------------------------------------------------------------------
              Total liabilities                                                                     1,135,368            997,997
Stockholders' equity
      Common stock - $.50 stated value; authorized 15,000,000 shares
      5,874,634 and 5,653,583 shares issued at September 30, 2005
      and December 31, 2004                                                                             2,938              2,827
      Additional paid-in capital                                                                       14,746              6,658
      Retained earnings                                                                                82,991             78,071
      Treasury stock (226,874 and 96,302 shares at September 30, 2005 and
        December 31, 2004, respectively - at cost)                                                     (6,598)            (3,118)
      Accumulated comprehensive income (loss):
        Unrealized gain (loss) on securities designated as available for sale, net
           of related tax effects                                                                        (217)               605
--------------------------------------------------------------------------------------------------------------------------------
              Total stockholders' equity                                                               93,860             85,043
--------------------------------------------------------------------------------------------------------------------------------
              TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $ 1,229,228        $ 1,083,040
================================================================================================================================
</TABLE>


                                      -3-
<PAGE>

Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
                                                                                 For the                  For the
                                                                            Nine Months Ended        Three Months Ended
                                                                              September 30,             September 30,
(In thousands, except share data)                                             2005         2004         2005         2004
-------------------------------------------------------------------------------------------------------------------------
                                                                                            (Unaudited)
<S>                                                                       <C>          <C>          <C>          <C>
INTEREST INCOME

Loans                                                                     $ 47,182     $ 40,815     $ 16,757     $ 13,976
Investment securities                                                        3,542        2,478        1,307          884
Interest-bearing deposits and other                                            322          202          115           73
-------------------------------------------------------------------------------------------------------------------------
              Total interest income                                         51,046       43,495       18,179       14,933
INTEREST EXPENSE

Deposits                                                                    16,261       11,531        6,012        3,998
Borrowings                                                                   4,694        3,575        1,748        1,232
-------------------------------------------------------------------------------------------------------------------------
              Total interest expense                                        20,955       15,106        7,760        5,230
-------------------------------------------------------------------------------------------------------------------------
              Net interest income                                           30,091       28,389       10,419        9,703
Provision for losses on loans                                                5,671        2,285          212        1,002
-------------------------------------------------------------------------------------------------------------------------
              Net interest income after provision for losses on loans       24,420       26,104       10,207        8,701
OTHER INCOME

Service fees, charges and other operating                                    5,108        3,676        1,838        1,174
Insurance commissions                                                        2,071        2,224          710          712
Gain on sale of loans                                                          869        1,354          327          454
Gain on sale of securities                                                     508          276          138           74
-------------------------------------------------------------------------------------------------------------------------
              Total other income                                             8,556        7,530        3,013        2,414
GENERAL, ADMINISTRATIVE AND OTHER EXPENSE

Employee compensation and benefits                                          12,012       10,743        4,436        3,665
Occupancy and equipment                                                      3,090        2,446        1,037          826
Federal deposit insurance premiums                                              92           81           32           28
Franchise taxes                                                                148          733           45          244
Other operating                                                              6,424        5,523        2,246        1,839
Amortization of core deposit intangible                                        670           --          299           --
Merger-related expenses                                                        502          143           49          143
-------------------------------------------------------------------------------------------------------------------------
              Total general, administrative and other expense               22,938       19,669        8,144        6,745
-------------------------------------------------------------------------------------------------------------------------
              Earnings before federal income taxes                          10,038       13,965        5,076        4,370
FEDERAL INCOME TAXES

Current                                                                      1,256        4,183        1,119        1,182
Deferred                                                                       982          173           18          (26)
-------------------------------------------------------------------------------------------------------------------------
              Total federal income taxes                                     2,238        4,356        1,137        1,156
-------------------------------------------------------------------------------------------------------------------------
              NET EARNINGS                                                $  7,800     $  9,609     $  3,939     $  3,214
=========================================================================================================================
              EARNINGS PER SHARE
                  Basic                                                   $   1.37     $   1.73     $   0.69     $   0.58
=========================================================================================================================
                  Diluted                                                 $   1.34     $   1.69     $   0.68     $   0.57
=========================================================================================================================
</TABLE>


                                      -4-
<PAGE>

Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                                                          For the                   For the
                                                                                     Nine Months Ended         Three Months Ended
                                                                                       September 30,              September 30,
(In thousands, except share data)                                                      2005         2004         2005         2004
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                      (Unaudited)
<S>                                                                                 <C>          <C>          <C>          <C>
Net earnings                                                                        $ 7,800      $ 9,609      $ 3,939      $ 3,214
Other comprehensive income (loss), net of tax:
      Unrealized gains (losses) on securities designated as available for sale,
        net of taxes (benefits) of $(265), $88, $(457) and $645, respectively          (492)         164         (849)       1,198
      Reclassification adjustment for realized gains included in net earnings,
        net of taxes of $178, $97, $47 and $26, respectively                           (330)        (179)         (91)         (48)
----------------------------------------------------------------------------------------------------------------------------------
Comprehensive income                                                                $ 6,978      $ 9,594      $ 2,999      $ 4,364
==================================================================================================================================
Accumulated comprehensive income (loss)                                             $  (217)     $   901      $  (217)     $   901
==================================================================================================================================
</TABLE>


                                      -5-
<PAGE>

Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               For the Nine Months Ended
                                                                                     September 30,
(In thousands)                                                                       2005           2004
--------------------------------------------------------------------------------------------------------
                                                                                       (Unaudited)
<S>                                                                             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

      Net earnings for the period                                               $   7,800      $   9,609
      Adjustments to reconcile net earnings to net cash provided by
        operating activities:
              Depreciation and amortization                                         1,305            772
              Amortization of core deposit intangible                                 670             --
              Gain on sale of securities                                             (508)          (276)
              Amortization of premiums and discounts on investment
                  securities - net                                                    608            679
              Amortization of mortgage servicing rights                               395            498
              Proceeds from sale of loans in secondary market                      27,907         41,906
              Loans disbursed for sale in secondary market                        (27,139)       (38,469)
              Gain on sale of loans                                                  (512)          (767)
              Gain on disposition of assets                                          (109)            --
              Amortization of deferred loan origination fees - net                   (397)          (133)
              Proceeds from sale of other real estate owned                         1,175            838
              Loss on sale of other real estate owned                                 274            273
              Federal Home Loan Bank stock dividends                                 (254)          (185)
              Provision for losses on loans                                         5,671          2,285
              Tax benefit of stock options exercised                                  415            607
              Purchase of bank owned life insurance                                    --        (10,000)
              Net increase in bank owned life insurance                              (324)            --
              Increase (decrease) in cash due to changes in:
                  Prepaid expenses and other assets                                (8,866)          (227)
                  Accrued interest receivable                                        (602)          (496)
                  Accrued interest payable and other liabilities                     (464)        (1,605)
                  Federal income taxes
                     Current                                                        1,297             28
                     Deferred                                                         982            173
--------------------------------------------------------------------------------------------------------
                        Net cash provided by operating activities                   9,324          5,510
CASH FLOWS USED IN INVESTING ACTIVITIES:

        Loan disbursements                                                       (227,692)      (319,517)
        Principal repayments on loans                                             214,276        249,166
        Principal repayments on mortgage-backed securities designated
           as available for sale                                                   12,691         14,644
        Proceeds from sale of investment securities designated
           as available for sale                                                   31,529         14,192
        Proceeds from maturity of investment securities                             1,173          3,511
        Proceeds from disposition of assets                                           795             --
        Purchase of investment securities designated
           as available-for-sale                                                  (69,829)       (35,484)
        Purchase of insurance agency                                                  (12)            --
           Improvements of other real estate owned                                     --           (282)
        Increase in federal funds sold - net                                       (2,281)           (26)
        Purchase of office premises and equipment                                  (4,876)        (1,567)
        Lawrence Financial acquisition - net of cash paid                           6,689             --
--------------------------------------------------------------------------------------------------------
                        Net cash used in investing activities                     (37,537)       (75,363)
--------------------------------------------------------------------------------------------------------
                        Net cash used in operating and investing activities
                          (balance carried forward)                               (28,213)       (69,853)
--------------------------------------------------------------------------------------------------------
</TABLE>


                                      -6-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                    For the Nine Months Ended
                                                                                          September 30,
(In thousands)                                                                           2005            2004
-------------------------------------------------------------------------------------------------------------
                                                                                           (Unaudited)
<S>                                                                                 <C>             <C>
                        Net cash used in operating and investing activities
                          (balance brought forward)                                 $ (28,213)      $ (69,853)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:

      Proceeds from securities sold under agreement to repurchase                      14,301           1,862
      Net increase in deposit accounts                                                 12,228          72,835
      Proceeds from Federal Home Loan Bank advances                                    23,500           9,300
      Repayments of Federal Home Loan Bank advances                                   (24,340)        (12,667)
      Repayments of notes payable                                                      (2,700)            (50)
      Proceeds from issuance of subordinated debentures                                 5,000           5,000
      Dividends on common shares                                                       (2,880)         (2,490)
      Purchase of treasury shares                                                      (6,188)         (4,369)
      Proceeds from issuance of shares under stock option plan                          1,903           1,618
-------------------------------------------------------------------------------------------------------------
                        Net cash provided by financing activities                      20,824          71,039
-------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                   (7,389)          1,186
Cash and cash equivalents at beginning of period                                       31,009          20,390
-------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                          $  23,620       $  21,576
=============================================================================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

      Cash paid during the period for:
        Federal income taxes                                                        $   2,137       $   4,026
=============================================================================================================
        Interest on deposits and borrowings                                         $  21,037       $  15,172
=============================================================================================================

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:

      Unrealized losses on securities designated as available for sale,
        net of related tax benefits                                                 $    (490)      $     (14)
=============================================================================================================
      Recognition of mortgage servicing rights in accordance with SFAS No. 140      $     357       $     587
=============================================================================================================
      Transfer from loans to real estate acquired through foreclosure               $      63       $   1,655
=============================================================================================================
      Loans identified as held-for-sale                                             $      75       $     268
=============================================================================================================
      Fair value of assets acquired in acquisition of Lawrence Federal              $ 125,121       $      --
=============================================================================================================
      Common stock issued in acquisition of Lawrence Federal                        $   8,589       $      --
=============================================================================================================
      Goodwill and other intangible assets arising from acquisitions - net          $   9,162       $      --
=============================================================================================================

    SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

      Treasury shares issued for options exercised                                  $   2,708       $   1,169
=============================================================================================================
</TABLE>


                                      -7-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine and three month periods ended September 30, 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 ("OHFI").  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.

            On April 1, 2005, the Company acquired 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 221,051 shares of common stock to Lawrence Financial  shareholders.
      The  transaction  added $125.1 million in assets,  $76.5 million in loans,
      $104.2 million in deposits and $8.6 million in equity to the Company.

            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. OHFI 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 nine and three months
      ended  September  30, 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 OHFI. The Company
      effectively  controls Oak Hill Title;  therefore,  their 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.


                                      -8-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine and three month periods ended September 30, 2005 and 2004

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

            At  September   30,  2005,   the  Company  had  $231.7   million  of
      certificates  of  deposit  maturing  within  one  year.  It has  been  the
      Company's  historic  experience that such  certificates of deposit will be
      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 renewed with Oak Hill at market rates of interest.

            In the event  that  certificates  of  deposit  cannot be  renewed at
      prevalent  market  rates,  the Company can obtain up to $216.6  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 September 30, 2005, the
      Company had $107.3 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
      September 30, 2005, the Company had total  off-balance  sheet  contractual
      commitments consisting of $29.1 million to originate loans, $110.3 million
      in unused lines of credit and letters of credit  totaling  $15.5  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  September  30,  2005 by
      expiration period:

<TABLE>
<CAPTION>
                                                   One year       One to        After
(In thousands)                                      or less    three years   three years       Total
-----------------------------------------------------------------------------------------------------
<S>                                                <C>           <C>           <C>           <C>
Loan commitments                                   $ 29,090      $     --      $     --      $ 29,090
Unused lines of credit                               53,952        12,869        43,486       110,307
Letters of credit                                     1,390         4,083        10,000        15,473
-----------------------------------------------------------------------------------------------------
                                                   $ 84,432      $ 16,952      $ 53,486      $154,870
=====================================================================================================
</TABLE>

            The  table  below  details  the  amount of  contractual  obligations
      outstanding at September 30, 2005, by expiration date:


<TABLE>
<CAPTION>
                                                   One year       One to        After
(In thousands)                                      or less    three years   three years       Total
-----------------------------------------------------------------------------------------------------
<S>                                                <C>           <C>           <C>           <C>
Office premises and equipment                      $    709      $  4,151      $     --      $  4,860
Advances from the Federal Home Loan Bank             22,281        31,501        53,479       107,261
Securities sold under agreement to repurchase         9,660            --        10,000        19,660
Subordinated debentures                                  --            --        23,000        23,000
Lease obligations                                       609         1,038           670         2,317
-----------------------------------------------------------------------------------------------------
                                                   $ 33,259      $ 36,690      $ 87,149      $157,098
=====================================================================================================
</TABLE>


                                      -9-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine and three month periods ended September 30, 2005 and 2004

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 nine and  three-month  periods
      ended September 30:

<TABLE>
<CAPTION>
                                                                        For the                       For the
                                                                   Nine Months Ended            Three Months Ended
                                                                     September 30,                 September 30,
                                                                     2005           2004           2005           2004
      ----------------------------------------------------------------------------------------------------------------
<S>                                                             <C>            <C>            <C>            <C>
      Weighted-average common shares outstanding (basic)        5,684,826      5,550,921      5,688,601      5,543,405
      Dilutive effect of assumed exercise of stock options        128,108        143,956        108,452        136,450
      ----------------------------------------------------------------------------------------------------------------
      Weighted-average common shares outstanding (diluted)      5,812,934      5,694,877      5,797,053      5,679,855
      ================================================================================================================
</TABLE>

      Options to purchase 125,250 shares of common stock with a weighted-average
exercise  price of $37.12 were  outstanding  at  September  30,  2005,  but were
excluded from the computation of common share equivalents for the nine and three
month periods ended  September 30, 2005 because the 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 the  allowance is an
      accounting  estimate of probable  but  unconfirmed  and  unrecorded  asset
      impairment  that has occurred in the  Company's  loan  portfolio as of the
      date of the consolidated financial statements.  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).


                                      -10-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine and three month periods ended September 30, 2005 and 2004

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

            The  Company  accounts  for its  allowance  for  losses  on loans in
      accordance with 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 if the loan is collateral dependent.

            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 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 become 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.


                                      -11-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine and three month periods ended September 30, 2005 and 2004

6. Stock Incentive Plan
   --------------------

            The Company has a stock  incentive  plan that provides for grants of
      options of up to 1,200,000  authorized,  but unissued shares of its common
      stock, restricted stock, stock appreciation rights, and other equity-based
      compensation.  The  Company  accounts  for  its  stock  incentive  plan in
      accordance with SFAS No. 123,  "Accounting for Stock-Based  Compensation,"
      which  contains  a  fair  value-based  method  for  valuing   equity-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.

            The Company  applies APB Opinion No. 25 and related  Interpretations
      in accounting for its stock incentive plan.  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 nine and three months ended September 30:

<TABLE>
<CAPTION>
                                                           For the                   For the
                                                      Nine Months Ended        Three Months Ended
                                                        September 30,             September 30,
      (In thousands, except share data)                2005         2004         2005         2004
      --------------------------------------------------------------------------------------------
<S>                                                  <C>          <C>          <C>          <C>
      Net earnings:
           As reported                               $7,800       $9,609       $3,939       $3,214
           Stock-based compensation, net of tax        (758)        (306)        (252)        (102)
      --------------------------------------------------------------------------------------------
      Pro-forma net earnings                         $7,042       $9,303       $3,687       $3,112
      ============================================================================================
      Basic earnings per share:
           As reported                               $ 1.37       $ 1.73       $  .69       $  .58
           Stock-based compensation, net of tax        (.13)        (.05)        (.04)        (.02)
      --------------------------------------------------------------------------------------------
           Pro-forma                                 $ 1.24       $ 1.68       $  .65       $  .56
      ============================================================================================
      Diluted earnings per share:
           As reported                               $ 1.34       $ 1.69       $  .68       $  .57
           Stock-based compensation, net of tax        (.13)        (.06)        (.04)        (.02)
      --------------------------------------------------------------------------------------------
           Pro-forma                                 $ 1.21       $ 1.63       $  .64       $  .55
      ============================================================================================
</TABLE>

            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  of 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.


                                      -12-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine and three month periods ended September 30, 2005 and 2004

6. Stock Incentive Plan (continued)
   --------------------------------

            A  summary  of the  status  of the  Company's  stock  options  as of
      September  30, 2005 and December 31, 2004 and 2003 and changes  during the
      periods ended on those dates is presented below:

<TABLE>
<CAPTION>
                                                            Nine months ended                       Year Ended
                                                              September 30,                        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                  582,446      $22.21      572,397      $17.36      718,717      $15.35
      Granted                                               8,000       32.76      130,500       37.19       68,000       30.46
      Exercised                                           (81,500)      16.69     (118,131)      15.87     (210,820)      14.77
      Forfeited                                           (10,183)      36.64       (2,300)      28.45       (3,500)      15.05
      ---------------------------------------------------------------------------------------------------------------------------
      Outstanding at end of period                        498,783      $22.99      582,466      $22.21      572,397      $17.36
      ===========================================================================================================================
      Options exercisable at period end                   490,533                  451,633                  503,730
      ===========================================================================================================================
      Weighted-average fair value of options granted
          during the period                                            $13.14                   $12.91                   $ 9.31
      ===========================================================================================================================
</TABLE>

      The following  information applies to options outstanding at September 30,
2005:

      Range of exercise prices                                Number outstanding
      --------------------------------------------------------------------------
            $6.67  - $10.01                                               14,400
            $10.02 - $15.03                                               37,100
            $15.04 - $22.56                                              260,433
            $22.57 - $33.86                                               64,600
            $33.87 - $37.72                                              122,250
      --------------------------------------------------------------------------
                  Total                                                  498,783
      ==========================================================================

      Weighted-average exercise price                                   $  22.99
      Weighted-average remaining contractual life                      7.6 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 award,  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.


                                      -13-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine and three month periods ended September 30, 2005 and 2004

7. Effects of Recent Accounting Pronouncements (continued)
   -------------------------------------------------------

      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 annual  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 and nine month compensation costs, net of tax, will
      approximate the interim pro forma amounts disclosed above.

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 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,  and (5) legal  risk,  which is the risk of legal  proceedings
against  the  Company  as  well  as  regulatory  and  governmental   reviews  or
investigations  that  arise  in  the  course  of  the  Company's  business.  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: Management's  Discussion and Analysis of Financial Condition and Results
of Operations


                                      -14-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the nine and three month periods ended September 30, 2005 and 2004

Discussion  of Financial  Condition  Changes from December 31, 2004 to September
--------------------------------------------------------------------------------
30, 2005
--------

      The Company's total assets amounted to $1.2 billion at September 30, 2005,
an increase of $146.2  million,  or 13.5%,  over the total at December 31, 2004.
The increase in assets was funded  primarily  through the  assumption  of $104.2
million of deposits  in the  Lawrence  Financial  transaction,  a $14.3  million
increase in repurchase agreements,  an increase in FHLB advances of $1.7 million
and a $5.0 million  increase in  subordinated  debentures,  which were partially
offset by 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 $33.9 million, or 27.4%, to a
total of $158.0  million at September  30, 2005,  compared to December 31, 2004.
Investment  securities increased by $39.0 million, as purchases of $69.8 million
exceeded  maturities and repayments of $13.9 million and sales of $31.0 million.
Federal funds sold increased by $2.3 million during the nine-month  period ended
September 30, 2005.

      Loans receivable, including loans held for sale, totaled $995.6 million at
September 30, 2005, an increase of $83.1 million,  or 9.1%,  over the comparable
totals at December 31, 2004.  Loan  disbursements  totaled $254.8 million during
the nine-month  period ended September 30, 2005,  which were partially offset by
loan sales of $27.4 million and principal  repayments  of $214.3  million.  Loan
disbursements  and sales volume  decreased by $103.2  million and $13.7 million,
respectively,  when 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 nine months ended  September  30, 2005 was  comprised of a
$72.4  million,  or 11.8%,  increase in commercial and  residential  real estate
loans and a $34.3 million,  or 50.4%,  increase in installment loans, which were
partially offset by a $22.1 million,  or 9.3%,  decrease in commercial and other
loans and a $29,000,  or 1.4%,  decrease in credit card loans. The allowance for
loan losses  totaled  $13.3  million at September  30, 2005, an increase of $1.5
million,  or 12.7%,  over the total at December 31, 2004. The allowance for loan
losses  represented 1.32% and 1.28% of the total loan portfolio at September 30,
2005 and December 31, 2004, respectively.


                                      -15-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the nine and three month periods ended September 30, 2005 and 2004

Net charge-offs totaled approximately $4.7 million and $1.5 million for the nine
months ended September 30, 2005 and 2004, respectively.  The Company's allowance
represented 79.3% and 186.8% of nonperforming loans, which totaled $16.8 million
and $6.3 million at September 30, 2005 and December 31, 2004,  respectively.  At
September  30,  2005,   nonperforming   loans  were  comprised  of  $424,000  in
installment  loans,  $5.9 million of loans secured  primarily by commercial real
estate,  $4.6  million in  commercial  and other loans and $5.9 million of loans
secured by one-to-four family residential real estate. In management's  opinion,
all nonperforming loans were adequately  collateralized or reserved at September
30, 2005.

      Deposits  totaled  $980.2  million at September  30, 2005,  an increase of
$118.2 million,  or 13.7%,  over the total at December 31, 2004. Such income was
primarily  attributable  to the  assumption of $104.2 million in deposits in the
Lawrence  Financial  transaction.  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
$90.5  million with a  weighted-average  cost of 3.12% at September 30, 2005, as
compared   to  the  $113.1   million   in   brokered   deposits   with  a  2.70%
weighted-average  cost at December 31, 2004.  Proceeds from deposit  growth were
used primarily to fund loan originations.

      Advances  from the  Federal  Home  Loan Bank  totaled  $107.3  million  at
September  30, 2005,  an increase of $1.7  million,  or 1.6%,  over the total at
December 31, 2004.  Securities sold under agreements to repurchase totaled $19.7
million at September 30, 2005, an increase of $14.3  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  during 2005 as the Company  repaid a borrowing  from another  financial
institution.

      In June 2005, a Delaware  statutory  business  trust owned by the Company,
Oak Hill  Capital  Trust 4 ("Trust  4"),  issued  $5.0  million  of  mandatorily
redeemable debt securities. The amount of the debt securities issued by Trust 4,
which  mature  in  2035,  are  included  in the  Company's  regulatory  capital,
specifically  as a component  of Tier 1 capital.  Interest  payments on the debt
securities are to be made quarterly at an annual fixed rate of interest of 5.96%
through June 30, 2015 and at a floating rate of interest, reset quarterly, equal
to 3-month  LIBOR plus 1.60%  thereafter.  Interest  payments  are reported as a
component of interest  expense on borrowings.  The net proceeds  received by the
Company  were  contributed  to the capital of Oak Hill during the quarter  ended
June 30, 2005.

      The Company's  stockholders' equity amounted to $93.9 million at September
30, 2005,  an increase of $8.8 million,  or 10.4%,  over the balance at December
31, 2004.  The increase  resulted  primarily  from net earnings of $7.8 million,
proceeds   from   options   exercised  of  $2.3  million  and  $8.3  million  in
stockholders'  equity  through  issuance  of  shares in the  Lawrence  Financial
transaction,  which were  partially  offset by $2.9 million in dividends and the
Company's repurchase of 216,295 outstanding shares of common stock totaling $6.2
million.

Comparison of Results of Operations for the Nine-Month  Periods Ended  September
--------------------------------------------------------------------------------
30, 2005 and 2004
-----------------

General
-------

      Net  earnings for the nine months  ended  September  30, 2005 totaled $7.8
million,  a  $1.8  million  decrease  from  the  net  earnings  reported  in the
comparable 2004 period.  The decrease in earnings resulted primarily from a $3.4
million  increase  in the  provision  for  losses  on loans  and a $3.3  million
increase in general,  administrative  and other  expense,  which were  partially
offset  by a $1.7  million  increase  in net  interest  income,  a $1.0  million
increase in other  income,  and a $2.1  million  decrease in the  provision  for
federal income taxes.

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

      Total  interest  income for the nine  months  ended  September  30,  2005,
amounted  to $51.0  million,  an increase of $7.6  million,  or 17.4%,  over the
comparable 2004.  Interest income on loans totaled $47.2 million, an increase of
$6.4 million,  or 15.6%, over the 2004 period.  This increase resulted primarily
from a $132.9 million, or 15.6%,  increase in the  weighted-average  ("average")
portfolio  balance  to a total  of  $984.5  million  for the nine  months  ended
September  30,  2005.  Interest  income  on  investment   securities  and  other
interest-earning  assets  increased  by $1.2  million,  or 44.2%.  The  increase
resulted  primarily  from a $33.9  million,  or 37.1%,  increase  in the average
portfolio  balance,  to a total of  $125.2  million  for the nine  months  ended
September  30,  2005,  coupled  with a 56 basis  point  increase  in the average
fully-taxable equivalent yield, to 4.93% for the nine months ended September 30,
2005.


                                      -16-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the nine and three month periods ended September 30, 2005 and 2004

      Total interest expense amounted to $21.0 million for the nine months ended
September 30, 2005, an increase of $5.8 million,  or 38.7%,  from the comparable
2004 period.  Interest expense on deposits increased by $4.7 million,  or 41.0%,
to a total of $16.3 million for the nine months ended  September  30, 2005.  The
increase  resulted  primarily from a 33 basis point increase in the average cost
of deposits, to 2.34% for the nine months ended September 30, 2005, coupled with
a $161.1 million,  or 21.0%,  increase in the average  portfolio  balance,  to a
total of $928.6 million for the nine months ended  September 30, 2005.  Interest
expense on borrowings  increased by $1.1 million,  or 31.3%, for the nine months
ended  September 30, 2005.  The increase was due to a 30 basis point increase in
the average  cost of  borrowings,  to 4.36%,  coupled with a $26.3  million,  or
22.4%, increase in the average borrowings  outstanding for the nine months ended
September 30, 2005.  Specifically,  the Federal  Reserve Board has increased its
interbank  borrowing  rates  eleven  times over the year and has again  recently
indicated its continuing  bias towards future rate increases.  While  management
believes its asset/liability management strategy serves to mitigate the negative
effects of rising interest rates,  current and projected increases in short-term
interest  rates will  continue to pressure the  Company's  net  interest  margin
through the remainder of 2005.

      As a result of the  foregoing  changes in  interest  income  and  interest
expense,  net interest income  increased by $1.7 million,  or 6.0%, for the nine
months ended  September  30, 2005,  as compared to the same period in 2004.  The
interest rate spread decreased by 30 basis points,  to 3.65% for the nine months
ended September 30, 2005,  compared to 3.95% for the nine months ended September
30, 2004. The fully-taxable equivalent net interest margin decreased by 36 basis
points,  from 4.09% to 3.73% for the nine months  ended  September  30, 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,  which was  discussed in detail
above,  management recorded a $5.7 million provision for losses on loans for the
nine months ended  September 30, 2005,  an increase of $3.4 million  compared to
the same period in 2004.  The  provision for losses on loans for the nine months
ended  September  30, 2005 was  predicated  primarily  upon the $84.6 million of
growth in the gross loan  portfolio,  the $4.7 million of net loans  charged-off
during the current nine month period,  and the increase in  nonperforming  loans
from $6.3 million at December 31, 2004 to $16.8 million at September 30, 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
value.  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 adversely affected.

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

      Other income totaled $8.6 million for the nine months ended  September 30,
2005, an increase of $1.0  million,  or 13.6%,  over the amount  reported in the
comparable 2004 period. This increase resulted primarily from a $1.4 million, or
39.0%,  increase in service fees and charges and a $232,000  increase in gain on
sale of securities, which were partially offset by a $153,000, or 6.9%, decrease
in insurance  commissions and a $485,000,  or 35.8%, decrease in gain on sale of
loans. The increase in service fees,  charges and other income was due primarily
to an increase in ATM fees totaling  $332,000 and an increase in bank owned life
insurance  income of $324,000 for the nine months ended  September 30, 2005. The
gain on sale of loans decrease is attributable  to a $216,000  decrease in gains
from the sale of Small  Business  Administration  loans,  couple with a $269,000
decrease in gains from the sale of residential real estate loans.

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

      General,  administrative  and other expense  totaled $22.9 million for the
nine months ended  September 30, 2005,  an increase of $3.3  million,  or 16.6%,
over the amount  reported in the 2004 period.  The increase  resulted  primarily
from a $1.9 million,  or 34.1% increase in other  operating  expenses  including
merger-related expenses and amortization of core deposit intangible, a $644,000,
or 26.3%  increase in occupancy  and  equipment  and a $1.3  million,  or 11.8%,
increase  in  compensation  and  benefits,  which  were  partially  offset  by a
$585,000, or 79.8%, decrease in franchise tax expense.


                                      -17-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the nine and three month periods ended September 30, 2005 and 2004

      The increase in occupancy  and  equipment  expense was due  primarily to a
$340,000,  or 52.4%,  increase in maintenance  and  maintenance  contracts and a
$306,000,  or 39.6%,  increase in  depreciation  expense.  The increase in other
expenses  resulted  primarily from a $670,000  increase in  amortization of core
deposit  intangibles,  a $274,000,  or 48.8%,  increase in professional  fees, a
$202,000,  or 66.9%,  increase  in  marketing  expense,  a $359,000  increase in
merger-related  expenses,  a $133,000,  or 45.2%,  increase in ATM expense and a
$116,000, or 26.0%, increase in supplies,  coupled with incremental increases in
other operating expenses year-to-year. The increase in compensation and benefits
resulted  primarily  from a $758,000,  or 7.5%,  increase in salaries  and wages
partially  attributable  to  yearly  salary  increases,  a  $168,000,  or 40.0%,
increase  in  retirement  expense,  a  $158,000,  or  28.6%,  increase  in group
insurance,  a $127,000,  or 14.8%  increase in payroll  taxes and a $67,000,  or
68.0%,  increase in  directors'  fees.  The  decrease in  franchise  tax expense
generally reflects tax savings as a result of the Ripley acquisition.

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

      The  provision for federal  income taxes  amounted to $2.2 million for the
nine months ended September 30, 2005, a decrease of $2.1 million, or 48.6%, from
the comparable 2004 period. The decrease resulted primarily from a $3.9 million,
or 28.1%, decrease in earnings before taxes, coupled with a $375,000 increase in
new markets tax credits  related to the Bank's  investment in Oak Hill Community
Development  Corp.  The  effective  tax rates  were 22.3% and 31.2% for the nine
months ended September 30, 2005 and 2004, respectively.

Comparison of Results of Operations for the Three-Month  Periods Ended September
--------------------------------------------------------------------------------
30, 2005 and 2004
-----------------

General
-------

      Net earnings for the three  months ended  September  30, 2005 totaled $3.9
million,  a  $725,000,  or 22.6%,  increase  over net  earnings  reported in the
comparable  2004 period.  The increase in earnings  resulted  primarily  from an
$716,000  increase in net interest income,  a $599,000  increase in other income
and a  $790,000  decrease  in the  provision  for  losses on loans,  which  were
partially offset by a $1.4 million increase in general, administrative and other
expenses.

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

      Total  interest  income for the three  months  ended  September  30, 2005,
amounted  to $18.2  million,  an increase of $3.2  million,  or 21.7%,  from the
comparable  2004 period.  Interest  income on loans  totaled $16.8  million,  an
increase of $2.8 million, or 19.9%, over the 2004 period. This increase resulted
primarily  from a $140.6  million,  or 16.1%  increase  in the  weighted-average
("average")  portfolio balance,  to a total of $1.0 billion for the three months
ended September 30, 2005,  coupled with a 17 basis point increase in the average
fully-taxable  equivalent  yield,  to 6.58% for the  three  month  period  ended
September  30,  2005.  Interest  income  on  investment   securities  and  other
interest-earning  assets increased by $465,000, or 48.6%. This increase resulted
primarily  from a $43.6  million,  or 47.2%,  increase in the average  portfolio
balance,  to a total of $136.2 million for the three months ended  September 30,
2005,  coupled  with a 44 basis  point  increase  in the  average  fully-taxable
equivalent yield, to 5.02% for the three months ended September 30, 2005.

      Total interest expense amounted to $7.8 million for the three months ended
September 30, 2005, an increase of $2.5 million,  or 48.4%,  over the comparable
2004 period.  Interest expense on deposits increased by $2.0 million,  or 50.4%,
to a total of $6.0 million for the three months ended  September  30, 2005.  The
increase  resulted  primarily from an $89.7 million,  or 11.4%,  increase in the
average  portfolio  balance,  to a total of $875.6  million for the three months
ended September 30, 2005,  coupled with a 70 basis point increase in the average
cost of  deposits,  to 2.72% for the three  months  ended  September  30,  2005.
Interest  expense on borrowings  increased by $516,000,  or 41.9%, for the three
months ended  September 30, 2005.  The increase was due to a $24.4  million,  or
19.6%, increase in the average borrowings outstanding for the three months ended
September 30, 2005,  coupled with a 72 basis point  increase in the average cost
of borrowings, to 4.66%.

      As a result of the  foregoing  changes in  interest  income  and  interest
expense,  net interest income  increased by $716,000  million,  or 7.4%, for the
three months ended  September  30, 2005, as compared to the same period in 2004.
The interest rate spread  decreased by 56 basis  points,  to 3.39% for the three
months ended  September  30, 2005,  compared to 3.95% for the three months ended
September 30, 2004. The  fully-taxable  equivalent net interest margin decreased
by 36 basis points, from 4.08% to 3.72% for the three months ended September 30,
2004 and 2005, respectively.


                                      -18-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the nine and three month periods ended September 30, 2005 and 2004

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 $212,000
provision  for losses on loans for the three months ended  September 30, 2005, a
decrease of $790,000,  or 78.8%,  compared to same period in 2004. The provision
for losses on loans for the three months ended September 30, 2005 was predicated
primarily upon the $252,000 of net loans charged-off during the current quarter.

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

      Other income totaled $3.0 million for the three months ended September 30,
2005,  an  increase  of  $599,000,  or 24.8%,  over the amount  reported  in the
comparable 2004 period. This increase resulted primarily from a $64,000 increase
in gain on sale of  securities  and a  $664,000,  or 56.6%,  increase in service
fees,  charges and other income,  which were partially offset by a $127,000,  or
28.0%,  decrease in gain on sale of loans. The decrease in gain on sale of loans
is  attributable  to the  previously  mentioned  decrease  in  residential  loan
originations  for sale in the  secondary  market.  The increase in service fees,
charges and other income was due  primarily to an increase in ATM fees  totaling
$128,000 and an increase in bank owned life insurance  income of $135,000 in the
2005  quarter.  The  reduction  of gain on sale of  loans is  attributable  to a
$120,000 decrease in gains from the sale of Small Business Administration loans,
coupled with a $8,000 decrease in gains from the sale of residential real estate
loans.

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

      General,  administrative  and other  expense  totaled $8.1 million for the
three months ended  September 30, 2005,  an increase of $1.4 million,  or 20.7%,
over the amount  reported in the 2004 period.  The increase  resulted  primarily
from a $771,000,  or 21.0%,  increase in employee  compensation and benefits,  a
$211,000,  or 25.6% increase in occupancy and equipment,  a $612,000,  or 30.9%,
increase in other operating expenses  including  merger-related and amortization
of core deposit intangible, which were partially offset by a $199,000, or 81.6%,
decrease in franchise tax expense.

      The increase in occupancy  and  equipment  expense was due  primarily to a
$138,000,  or 52.5%,  increase in  depreciation  expense,  a $77,000,  or 34.1%,
increase  in  maintenance  contracts  and  a  $44,000,  or  38.9%,  increase  in
utilities, property taxes and insurance. The increase in other expenses resulted
primarily from a $299,000 increase in amortization of core deposit intangible, a
$163,000  increase  in  professional  fees,  a $108,000  increase  in  marketing
expenses  and a  $39,000,  or  36.8%  increase  in  ATM  expense,  coupled  with
incremental increases in other operating expenses year-to-year.  The increase in
compensation and benefits resulted primarily from a $535,000, or 15.6%, increase
in salaries and wages  partially  attributable  to yearly salary  increases,  an
$82,000, or 32.1%, increase in retirement expense, a $73,000, or 39.7%, increase
in group insurance and a $65,000, or 28.4% increase in payroll tax expense.  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 $1.1 million for the
three months ended September 30, 2005, a decrease of $19,000,  or 1.6%, from the
amount recorded in the comparable 2004 period.  The decrease resulted  primarily
from a $125,000  increase  in new  markets  tax  credits  pursuant to the Bank's
investment  in Oak Hill  Community  Development  Corp.,  which  was  offset by a
$706,000, or 16.2%, increase in earnings before taxes.

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.


                                      -19-
<PAGE>

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,   the  Company's  chief  executive   officer  and  chief
            financial officer concluded that the Company's  disclosure  controls
            and procedures were effective at September 30, 2005.

            Internal Control Over Financial Reporting.
            ------------------------------------------

            In connection with the preparation of the Company's Annual Report on
            Form  10-K,  as of  December  31,  2004,  the  Company's  management
            assessed the  effectiveness  of the Company's  internal control over
            financial  reporting.  In  performing  that  evaluation,  management
            identified two material weaknesses:  (i) incomplete documentation on
            loan approvals and (ii)  incomplete  documentation  on wire transfer
            approvals.  During the three months ended  September  30, 2005,  the
            Company  improved  the  effectiveness  of controls  with  respect to
            documentation  on loan approvals and  documentation on wire transfer
            approvals. As a result of such improvements and management's testing
            thereof,  the Company  believes  that these two material  weaknesses
            have been remediated.

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

            Other  than  remediation  with  respect  to  documentation  on  loan
            approvals and documentation on wire transfer  approvals,  there were
            no  changes  in  the  Company's   internal  control  over  financial
            reporting  made during the quarter ended  September  30, 2005,  that
            have  materially  affected,  or are reasonably  likely to materially
            affect, the Company's internal control over financial reporting.


                                      -20-
<PAGE>

Oak Hill Financial, Inc.
PART II - OTHER INFORMATION

Item 1:     Legal Proceedings
            -----------------

            Not applicable.

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

<TABLE>
<CAPTION>
                                                                          Total Number of        Maximum Number
                                                                          Shares Purchased     of Shares that May
                                                                        As Part of Publicly     Yet Be Purchased
                              Total Number of        Average Price         Announce Plans       Under the Plans
                              Shares Purchased      Paid Per Share          or Programs          or Programs(1)
-----------------------------------------------------------------------------------------------------------------
<S>                                <C>                  <C>                    <C>                  <C>
July 1, 2005 -
July 31, 2005                      30,000               $ 28.85                30,000               155,349
-----------------------------------------------------------------------------------------------------------------
August 1, 2005 -
August 31, 2005                    10,000               $ 30.76                10,000               145,349
-----------------------------------------------------------------------------------------------------------------
September 1, 2005 -
September 30, 2005                 37,894               $ 30.61                37,894               107,455
=================================================================================================================
</TABLE>

(1)   On May 26, 2005,  the Company  announced  that its Board of Directors  had
      authorized  management to repurchase up to 290,000 shares of the Company's
      common stock through open market or privately negotiated transactions. The
      authorization does not have an expiration date.

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 November 4, 2005, pursuant to
                              Section  302 of  the  Sarbanes-Oxley  Act of  2002
                              ("SOX").

            31.2              Certification of Chief Financial  Officer,  Ron J.
                              Copher,   dated  November  4,  2005,  pursuant  to
                              Section 302 of SOX.

            32.1              Certification  of Chief Executive  Officer,  R. E.
                              Coffman,  Jr., dated November 4, 2005, pursuant to
                              18 U.S.C.  Section  1350,  as adopted  pursuant to
                              Section 906 of SOX.

            32.2              Certification of Chief Financial  Officer,  Ron J.
                              Copher,  dated  November  4, 2005,  pursuant to 18
                              U.S.C.   Section  1350,  as  adopted  pursuant  to
                              Section 906 of SOX.


                                      -21-
<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: November 4, 2005                  By: /s/ R. E. Coffman, Jr.
                                            ------------------------------------
                                                     R. E. Coffman, Jr.
                                                     President & Chief Executive
                                                     Officer


Date: November 4, 2005                  By: /s/ Ron J. Copher
                                            ------------------------------------
                                                     Ron J. Copher
                                                     Chief Financial Officer


                                      -22-