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


                                    FORM 10-Q


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHNAGE ACT OF 1934
                      For the Quarter Ended March 31, 2003


                         Commission File Number: 0-26876


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





                                      Ohio
                         (State or other jurisdiction of
                         incorporation or organization)

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


                                   31-1010517
                                (I.R.S. Employer
                             Identification Number)


                                      45640
                                   (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       No   X
                                       -----     -----

     As of May 5, 2003, the latest  practicable  date,  5,457,041  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                             13

Item 3:     Quantitative and Qualitative Disclosures About Market Risk      15

Item 4:     Controls and Procedures                                         15


                           PART II - OTHER INFORMATION

Item 1:     Legal Proceedings                                               16

Item 2:     Changes in Securities and Use of Proceeds                       16

Item 3:     Default Upon Senior Securities                                  16

Item 4:     Submission of Matters to a Vote of Security Holders             16

Item 5:     Other Information                                               16

Item 6:     Exhibits and Reports on Form 8-K                                16

Signatures                                                                  18

Certifications                                                              19

                                      -2-

<PAGE>



<TABLE>
<CAPTION>




Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION





                                                                                            March 31,          December 31,
(In thousands, except share data)                                                                2003                  2002
---------------------------------------------------------------------------------------------------------------------------

ASSETS

<S>                                                                                         <C>                  <C>
Cash and due from banks                                                                     $  20,986            $   19,118
Federal funds sold                                                                                 80                 5,540
Investment securities designated as available for sale - at market                             77,903                81,214
Investment securities designated as held to maturity - at cost (approximate market
     value of $3,572 and $2,522 at March 31, 2003 and December 31, 2002, respectively)          3,672                 2,575
Loans receivable - net                                                                        709,032               700,699
Loans held for sale - at lower of cost or market                                                3,061                 1,245
Office premises and equipment - net                                                            10,611                10,266
Other real estate owned                                                                           278
Federal Home Loan Bank stock - at cost                                                          5,821                 5,764
Accrued interest receivable on loans                                                            3,055                 3,026
Accrued interest receivable on securities                                                         667                   600
Goodwill - net                                                                                    413                   413
Prepaid expenses and other assets                                                               1,963                 2,249
Prepaid federal income taxes                                                                    50381
Deferred federal income taxes                                                                     272                   539
---------------------------------------------------------------------------------------------------------------------------
            TOTAL ASSETS                                                                     $837,864              $833,629
===========================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits
     Demand                                                                                   $62,641             $  61,847
     Savings and time deposits                                                                599,911               601,966
---------------------------------------------------------------------------------------------------------------------------
            Total deposits                                                                    662,552               663,813
Securities sold under agreements to repurchase                                                  4,332                 5,553
Advances from the Federal Home Loan Bank                                                       89,748                86,055
Notes payable                                                                                   2,750                 2,750
Guaranteed preferred beneficial interests in the Corporation's
     junior subordinated debentures                                                             5,000                 5,000
Accrued interest payable and other liabilities                                                  2,953                 3,577
---------------------------------------------------------------------------------------------------------------------------
            Total liabilities                                                                 767,335               766,748
Stockholders' equity
     Common stock - $.50 stated value; authorized 15,000,000 shares
       5,594,228 shares issued                                                                  2,797                 2,797
     Additional paid-in capital                                                                 5,183                 5,113
     Retained earnings                                                                         63,511                61,236
     Treasury stock (142,387 and 225,020 shares at March 31, 2003 and
       December 31, 2002, respectively - at cost)                                              (2,197)               (3,471)
     Accumulated comprehensive income:
       Unrealized gain on securities designated as available for sale, net
         of related tax effects                                                                 1,235                 1,206
---------------------------------------------------------------------------------------------------------------------------
            Total stockholders' equity                                                         70,529                66,881

            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                       $837,864              $833,629
===========================================================================================================================

</TABLE>


                                      -3-

<PAGE>



Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>



                                                                       For the Three Months Ended
                                                                       --------------------------
                                                                                March 31,
(In thousands, except share data)                                       2003            2002
-------------------------------------------------------------------------------------------------

INTEREST INCOME

<S>                                                                   <C>            <C>
Loans                                                                 $12,799        $13,115
Investment securities                                                     874          1,013
Interest-bearing deposits and other                                        67            109
-------------------------------------------------------------------------------------------------
            Total interest income                                      13,740         14,237
INTEREST EXPENSE

Deposits                                                                4,114          5,220
Borrowings                                                              1,206          1,226
-------------------------------------------------------------------------------------------------
            Total interest expense                                      5,320          6,446
-------------------------------------------------------------------------------------------------
            Net interest income                                         8,420          7,791
Provision for losses on loans                                             509            460
-------------------------------------------------------------------------------------------------
            Net interest income after provision for losses on loans     7,911          7,331
OTHER INCOME

Service fees, charges and other operating                                 680            691
Insurance commissions                                                     676            538
Gain on sale of loans                                                     926            395
Gain on sale of securities                                                122             49
Gain on sale of branch                                                                   122
-------------------------------------------------------------------------------------------------
            Total other income                                          2,404          1,795
GENERAL, ADMINISTRATIVE AND OTHER EXPENSE

Employee compensation and benefits                                      3,555          3,220
Occupancy and equipment                                                   761            601
Federal deposit insurance premiums                                         27             26
Franchise taxes                                                            20            176
Other operating                                                         1,525          1,388
Merger-related expenses                                                    16
-------------------------------------------------------------------------------------------------
            Total general, administrative and other expense             5,904          5,411
-------------------------------------------------------------------------------------------------
            Earnings before federal income taxes                        4,411          3,715
FEDERAL INCOME TAXES

Current                                                                 1,179          1,290
Deferred                                                                  253           (106)
-------------------------------------------------------------------------------------------------
            Total federal income taxes                                  1,432          1,184
-------------------------------------------------------------------------------------------------
            NET EARNINGS                                              $ 2,979        $ 2,531
=================================================================================================
            EARNINGS PER SHARE
                Basic                                                 $   .55        $   .48
=================================================================================================
                Diluted                                               $   .54        $   .47
=================================================================================================

</TABLE>

                                      -4-

<PAGE>




Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>




                                                                                For the Three Months Ended
                                                                                --------------------------
                                                                                         March 31,
(In thousands)                                                                        2003      2002
----------------------------------------------------------------------------------------------------------

<S>                                                                                  <C>       <C>
Net earnings                                                                         $2,979    $2,531
Other comprehensive income, net of tax:
     Unrealized gains (losses) on securities designated as available for sale,
       net of taxes (benefits) of $57 and $(108), respectively                          109      (209)
     Reclassification adjustment for realized gains included in net earnings,
       net of taxes of $42 and $17, respectively                                        (80)      (32)
----------------------------------------------------------------------------------------------------------
Comprehensive income                                                                 $3,008    $2,290
==========================================================================================================
Accumulated comprehensive income (loss)                                              $1,235    $ (302)
==========================================================================================================
</TABLE>


                                      -5-

<PAGE>






Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>




                                                                                    For the Three Months Ended
                                                                                    --------------------------
                                                                                              March 31,
(In thousands)                                                                          2003           2002
--------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                                  <C>              <C>
     Net earnings for the period                                                     $  2,979         $ 2,531
     Adjustments to reconcile net earnings to net cash provided by
       (used in) operating activities:
            Depreciation and amortization                                                 223             182
            Gain on sale of securities                                                   (122)            (49)
            Amortization of premiums and discounts on investment
                securities - net                                                          262             223
            Proceeds from sale of loans in secondary market                            45,304          21,467
            Loans disbursed for sale in secondary market                              (46,702)        (19,965)
            Gain on sale of loans                                                        (418)           (171)
            Gain on disposition of assets                                                  (8)           (122)
            Amortization of deferred loan origination costs and fees - net                (10)             46
            Federal Home Loan Bank stock dividends                                        (57)            (59)
            Provision for losses on loans                                                 509             460
            Increase (decrease) in cash due to changes in:
                Prepaid expenses and other assets                                         285            (775)
                Accrued interest receivable                                               (96)           (295)
                Accrued interest payable and other liabilities                           (624)           (541)
                Federal income taxes
                  Current                                                                 331            (244)
                  Deferred                                                                253            (106)
--------------------------------------------------------------------------------------------------------------
                    Net cash provided by operating activities                           2,109           2,582
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:

       Loan disbursements                                                             (89,981)        (81,741)
       Principal repayments on loans                                                   80,871          56,294
       Principal repayments on mortgage-backed securities designated
         as available for sale                                                          4,874           3,465
       Proceeds from sale of investment securities designated
         as available for sale                                                          2,636           7,240
       Proceeds from maturity of investment securities                                     20           5,000
       Proceeds from disposition of assets                                                 32             345
       Purchase of investment securities designated
         as available-for-sale                                                         (4,314)        (24,463)
       Purchase of investment securities designated
         as held-to-maturity                                                           (1,098)
       Decrease in federal funds sold - net                                             5,460             565
       Purchase of McNelly Insurance Agency                                                               (97)
       Purchase of office premises and equipment                                         (592)           (461)
--------------------------------------------------------------------------------------------------------------
                    Net cash used in investing activities                              (2,092)        (33,853)
--------------------------------------------------------------------------------------------------------------
                    Net cash provided by (used in) operating and investing activities
                      (balance carried forward)                                            17         (31,271)
--------------------------------------------------------------------------------------------------------------
</TABLE>

                                      -6-

<PAGE>


Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
<TABLE>
<CAPTION>





                                                                                           For the Three Months Ended
                                                                                           --------------------------
                                                                                                     March 31,
(In thousands)                                                                               2003                 2002
-------------------------------------------------------------------------------------------------------------------------


<S>                                                                                       <C>                 <C>
          Net cash provided by (used in) operating and investing activities
                      (balance brought forward)                                           $        17         $   (31,271)
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:

     Proceeds (repayments) from securities sold under agreement to repurchase                  (1,221)                466
     Net increase (decrease) in deposit accounts                                               (1,261)             41,526
     Proceeds from Federal Home Loan Bank advances                                             88,674              15,145
     Repayments of Federal Home Loan Bank advances                                            (84,981)            (30,017)
     Dividends on common shares                                                                  (704)               (633)
     Proceeds from issuance of shares under stock option plan                                   1,344                 147
-------------------------------------------------------------------------------------------------------------------------
                    Net cash provided by financing activities                                   1,851              26,634
-------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                            1,868              (4,637)
Cash and cash equivalents at beginning of period                                               19,118              18,915
-------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalent at end of period                                                 $    20,986         $    14,278
=========================================================================================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     Cash paid during the period for:
       Federal income taxes                                                               $       500         $     1,469
=========================================================================================================================
       Interest on deposits and borrowings                                                $     5,614         $     6,678
=========================================================================================================================

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:

     Unrealized gains (losses) on securities designated as available for sale,
       net of related tax effects                                                         $        29         $      (241)
=========================================================================================================================
     Recognition of mortgage servicing rights in accordance with SFAS No. 140             $       508         $       224
=========================================================================================================================
     Transfer from loans to real estate acquired through foreclosure                      $       278         $       --
=========================================================================================================================

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

     Issuance of note payable in connection with purchase of McNelly Insurance Agency     $      --           $       100
=========================================================================================================================
     Acquisition of treasury stock in exchange for exercise of stock options              $       165         $        23
=========================================================================================================================

</TABLE>

                                      -7-


<PAGE>



Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the three month periods ended
March 31, 2003 and 2002



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"),  Towne Bank ("Towne"),  (collectively  "Banks"),  Action Finance Company
("Action")  and  McNelly,  Patrick  and  Associates  ("MPA").  Accordingly,  the
Company's  results of  operations  are primarily  dependent  upon the results of
operations  of its  subsidiaries.  During  2002,  the Board of  Directors of the
Company, Oak Hill and Towne approved a business plan whereby the Banks merged on
November  30,  2002 into a single  bank  charter  under the name Oak Hill Banks.
Hereinafter,  the consolidated  financial  statements use the term "Oak Hill" to
describe the preexisting individual banks owned by 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.  Action is a consumer  finance  company  that  originates
installment  and home equity loans.  Oak Hill's and Action's  profitability  are
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 and Action can be  significantly  influenced  by a
number of competitive  factors,  such as governmental  monetary policy, that are
outside of management's control.

     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. Oak Hill Title commenced operations in January 2002.

     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,  2002.  However,  all
adjustments (consisting of normal recurring accruals),  which, in the opinion of
management,  are necessary for a fair presentation of the consolidated financial
statements,  have been included.  The results of operations for the three months
ended March 31, 2003 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,  Action, Oak Hill Capital Trust I
and MPA.  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.

     At March 31,  2003,  the  Company  had $247.6  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 without a material adverse effect on the results of operations.

     In the event that  certificates  of deposit  cannot be renewed at prevalent
market rates,  the Company can obtain up to $160.7  million in advances from the
Federal Home Loan Bank of Cincinnati (FHLB). Also, as an operational philosophy,
the Company seeks to obtain advances to help with asset/liability management and
liquidity.  At March 31, 2002, the Company had $89.7 million of outstanding FHLB
advances.

                                      -8-


<PAGE>




Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED  FINANCIAL STATEMENTS
For the three month periods ended March 31, 2003 and 2002



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

     At March 31, 2003,  loan  commitments,  or loans  committed but not closed,
totaled $44.9 million.  Additionally, the Company had unused lines of credit and
letters of credit totaling $95.0 million and $1.1 million, respectively. 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.

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 option.  The computations were as follows for
the three-month periods ended March 31:

<TABLE>
<CAPTION>



                                                               2003          2002
------------------------------------------------------------------------------------

<S>                                                          <C>           <C>
   Weighted-average common shares outstanding (basic)        5,421,597     5,274,240
   Dilutive effect of assumed exercise of stock options        142,965        64,294
------------------------------------------------------------------------------------
   Weighted-average common shares outstanding (diluted)      5,564,562     5,338,534
====================================================================================
</TABLE>



     Options to purchase 283,591 shares of common stock with a  weighted-average
exercise  price of $16.36 were  outstanding at March 31, 2002, but were excluded
from the computation of common share  equivalents  because their exercise prices
were greater than the average market price of the common shares.

5. Effects of Recent Accounting Pronouncements
   -------------------------------------------

     In June 2002, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 146,  "Accounting for
Costs  Associated  with Exit or  Disposal  Activities."  SFAS No.  146  provides
financial  accounting and reporting  guidance for costs  associated with exit or
disposal   activities,   including  one-time  termination   benefits,   contract
termination  costs  other  than for a capital  lease,  and costs to  consolidate
facilities or relocate employees. SFAS No. 146 is effective for exit or disposal
activities  initiated  after December 31, 2002. The Company adopted SFAS No. 146
effective January 1, 2003, as required, without material effect on the Company's
financial condition or results of operations.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation  - Transition  and  Disclosure."  SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock-Based  Compensation,"  to provide  alternative  methods of
transition  for a voluntary  change to the fair value based method of accounting
for  stock-based  employee  compensation.  In addition,  SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee  compensation and the effect of the method used on reported
results. SFAS No. 148 is effective for fiscal years beginning after December 15,
2002.  The interim  disclosure  provisions  are effective for financial  reports
containing financial statements for interim periods beginning after December 15,
2002. The Company  adopted SFAS No. 148 effective  January 1, 2003, as required,
without  material  effect on the  Company's  financial  condition  or results of
operations.

     In January  2003,  the FASB issued FASB  Interpretation  No. 46 ("FIN 46"),
"Consolidation  of  Variable  Interest  Entities."  FIN 46  requires  a variable
interest  entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest  entity's  activities or
entitled to receive a majority of the entity's residual returns, or both. FIN 46
also requires disclosures about variable interest entities that a company is not
required to consolidate,  but in which it has a significant  variable  interest.
The consolidation  requirements of FIN 46 apply immediately to variable interest
entities created after January 31, 2003. The consolidation requirements apply to
existing  entities in the first fiscal year or interim  period  beginning  after
June 15, 2003.  Certain of the  disclosure  requirements  apply in all financial
statements  issued  after  January 31,  2003,  regardless  of when the  variable
interest entity was

                                      -9-

<PAGE>


Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the three month periods ended
March 31, 2003 and 2002



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

established. The Company adopted FIN 46 without material effect on its financial
condition or results of operations.

6. Critical Accounting Policies
   ----------------------------

     Allowance  for  Losses  on Loans:  It is the  Company's  policy to  provide
valuation  allowances  for  estimated  losses  on loans  based  upon  past  loss
experience,  trends in the  level of  delinquent  and  specific  problem  loans,
adverse  situations  that may  affect  the  borrower's  ability  to  repay,  the
estimated value of any underlying  collateral and current economic conditions in
the  Company's  primary  market  areas.  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.  Major loans and major  lending  areas are reviewed
periodically to determine potential problems at an early date. The allowance for
loan losses is  increased by charges to earnings  and  decreased by  charge-offs
(net of recoveries).

     The Company  accounts for impaired  loans in accordance  with SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan." This Statement requires that
impaired loans be measured based upon the present value of expected  future cash
flows discounted at the loan's effective interest rate or, as an alternative, at
the loans' observable market price or fair value of the collateral.

     A loan is defined  under SFAS No. 114 as  impaired  when,  based on current
information and events, it is probable that a creditor will be unable to collect
all amounts due according to the  contractual  terms of the loan  agreement.  In
applying the provisions of SFAS No. 114, the Company considers its investment in
one-to-four family residential loans, consumer installment loans and credit card
loans to be homogeneous and therefore excluded from separate  identification for
evaluation of impairment. With respect to the Company's investment in commercial
and other  loans,  and its  evaluation  of  impairment  thereof,  such loans are
collateral dependent and as a result are carried as a practical expedient at the
lower of cost or fair value.

     It is the Company's  policy to charge off  unsecured  credits that are more
than ninety days  delinquent.  Similarly,  collateral  dependent loans which are
more than  ninety days  delinquent  are  considered  to  constitute  more than a
minimum delay in repayment and are evaluated for  impairment  under SFAS No. 114
at that time.

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

     SFAS No.  140  requires  that  capitalized  mortgage  servicing  rights and
capitalized excess servicing receivables be assessed for impairment.  Impairment
is measured based on fair value.  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.

7. Stock Option Plan
   ------------------

     The Company has a stock option plan that  provides for grants of options of
up to 1,200,000 authorized, but unissued shares of its common stock. The Company
accounts for its stock option plan in accordance with SFAS No. 123,  "Accounting
for  Stock-Based  Compensation,"  which contains a fair  value-based  method for
valuing   stock-based   compensation  that  entities  may  use,  which  measures
compensation  cost at the  grant  date  based  on the fair  value of the  award.
Compensation is then  recognized  over the service period,  which is usually the
vesting  period.  Alternatively,  SFAS No. 123  permits  entities to continue to
account for

                                      -10-


<PAGE>




Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the three month periods ended
March 31, 2003 and 2002



7. Stock Option Plan (continued)
   -----------------------------

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


   (In thousands, except share data)                 2003        2002
   --------------------------------------------------------------------
   Net earnings:
        As reported                                 $  2,979   $  2,531
        Stock-based compensation, net of tax             (29)       (33)

   Pro-forma net earnings                           $  2,950   $  2,498

   Basic earnings per share:
        As reported                                 $    .55   $    .48
        Stock-based compensation, net of tax            (.01)      (.01)

        Pro-forma                                   $    .54   $    .47

   Diluted earnings per share:
        As reported                                 $    .54   $    .47
        Stock-based compensation, net of tax            (.01)      (.01)


        Pro-forma                                   $    .53   $    .46



     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 2002 and 2001,  respectively:
dividend  yield of 2.3% and 2.8%  for  2002  and  2001,  respectively;  expected
volatility  of 30.0% for 2002 and 10.0% for 2001;  risk-free  interest  rates of
4.00% and 4.50% for 2002 and 2001, respectively and expected lives of 10 years.

                                      -11-


<PAGE>




Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the three month periods ended
March 31, 2003 and 2002



7. Stock Option Plan (continued)
   -----------------------------

     A summary of the status of the Company's  Stock Option Plan as of March 31,
2003 and  December  31,  2002 and 2001 and changes  during the periods  ended on
those dates is presented below:

<TABLE>
<CAPTION>


                                                        Three months ended                Year Ended
                                                            March 31,                     December 31,

                                                              2003                 2002              2001
------------------------------------------------------------------------------------------------------------------
                                                                 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                  722,842   $15.28      825,526  $14.96   713,301    $14.75
   Granted                                                  --       --         1,000   21.85   157,550    15.05
   Exercised                                           (89,975)   13.40     (101,284)  12.73   (27,825)     8.67
   Forfeited                                            (1,500)   15.05       (2,400)  14.96   (17,500)    16.98
------------------------------------------------------------------------------------------------------------------
   Outstanding at end of period                        631,367   $15.55      722,842  $15.28   825,526    $14.96
==================================================================================================================
   Options exercisable at period end                   554,992               644,967           657,144
==================================================================================================================
   Weighted-average fair value of options granted
        during the period                                          --                 $ 7.25              $ 2.34
==================================================================================================================
</TABLE>

     The following information applies to options outstanding at March 31, 2003:


   Range of exercise prices          Number outstanding
--------------------------------------------------------------------------------
         $  2.79 - $  4.19                  7,102
         $  4.20 - $  6.30                     --
         $  6.31 - $  9.47                 21,900
         $  9.48 - $ 14.22                 18,750
         $ 14.23 - $ 21.35                582,615
         $ 21.36 - $ 21.85                  1,000
--------------------------------------------------------------------------------
               Total                      631,367
================================================================================



   Weighted-average exercise price                  $15.55
   Weighted-average remaining contractual life      7.2 years


                                      -12-

<PAGE>



Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS For the three month periods ended March 31, 2003 and 2002



Discussion of Financial Condition Changes from December 31, 2002 to March 31,
-----------------------------------------------------------------------------
2003
----

     The Company's total assets amounted to $837.9 million as of March 31, 2003,
an increase of $4.2 million,  or 0.5%,  over the total at December 31, 2002. The
increase in assets was funded primarily  through an increase in FHLB advances of
$3.7 million and an increase in stockholders' equity of $3.6 million, which were
partially  offset by a $1.3  million  decrease  in deposits  and a $1.2  million
decrease in securities sold under agreements to repurchase.

     Cash and due from banks,  federal funds sold,  and  investment  securities,
including mortgage-backed  securities,  decreased by $5.8 million, or 5.4%, to a
total of $102.6  million  at March 31,  2003,  compared  to  $108.4  million  at
December  31,  2002.   Investment  securities  decreased  by  $2.2  million,  as
maturities  and  repayments  of $4.9 million and sales of $2.6 million  exceeded
purchases of $5.4 million.  Federal funds sold  decreased by $5.4 million during
the three-month period ended March 31, 2003.

     Loans  receivable  totaled $712.1 million at March 31, 2003, an increase of
$10.1  million,   or  1.4%,   over  total  loans  at  December  31,  2002.  Loan
disbursements  totaled $136.7 million during the three-month  period ended March
31,  2003,  which  were  partially  offset by loan  sales of $44.9  million  and
principal  repayments  of $80.9  million.  Loan  disbursements  and sales volume
increased by $35.0 million and $23.6 million,  respectively,  as compared to the
same period in 2002.  The  continued low interest  rate  environment  during the
three-month  period ended March 31, 2003 contributed to the overall increases in
loan  origination  and sales  volume,  as  borrowers  refinanced  loans to lower
interest rates and Oak Hill generally sold such lower interest rate loans in the
secondary  market.  Growth in the loan  portfolio  during the three months ended
March 31, 2003 was comprised of a $3.3 million,  or 2.5%, increase in commercial
and  other  loans  and a $9.5  million,  or 1.9%,  increase  in  commercial  and
residential real estate loans, which were partially offset by a $2.3 million, or
3.1%, decrease in installment loans and a $323,000, or 19.1%, decrease in credit
card loans.  The  Company's  allowance  for loan losses  totaled $9.4 million at
March 31, 2003, an increase of $267,000, or 2.9%, over the total at December 31,
2002.  The  allowance for loan losses  represented  1.30% and 1.29% of the total
loan  portfolio  at March 31, 2003 and  December  31,  2002,  respectively.  Net
charge-offs  totaled  approximately  $242,000  and $169,000 for the three months
ended March 31, 2003 and 2002, respectively. The Company's allowance represented
124.5% and 125.3% of  nonperforming  loans,  which totaled $7.8 million and $7.3
million at March 31, 2003 and  December  31,  2002,  respectively.  At March 31,
2003,  nonperforming loans were comprised of $958,000 in installment loans, $3.7
million of loans secured primarily by commercial real estate and $3.1 million of
loans secured by one-to-four  family  residential  real estate.  In management's
opinion, all nonperforming loans were adequately  collateralized or reserved for
at March 31, 2003.

     Deposits  totaled  $662.6  million at March 31,  2003,  a decrease  of $1.3
million,  or 0.2%,  from the $663.8  million  total at December  31,  2002.  The
decrease resulted primarily from a brokered deposit maturing during the quarter.

     Advances from the Federal Home Loan Bank totaled $89.7 million at March 31,
2003, an increase of $3.7 million, or 4.3%, over the December 31, 2002 total. In
recognition  of the  continued low interest  rate  environment  during the three
months ended March 31, 2003, management obtained generally longer term and lower
cost advances, compared to the maturities and cost of advances obtained from the
Federal  Home Loan Bank during the same period in 2002.  Proceeds  from  Federal
Home Loan Bank advances were primarily used to fund loan originations during the
period.  Securities  sold  under  agreements  to  repurchase  decreased  by $1.2
million.

     The Company's  stockholders'  equity amounted to $70.5 million at March 31,
2003,  an increase of $3.6  million,  or 5.5%,  over the balance at December 31,
2002.  The  increase  resulted  primarily  from net earnings of $3.0 million and
proceeds from options exercised of $1.3 million,  which were partially offset by
$704,000 in dividends declared on common stock.

                                      -13-

<PAGE>




Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS For the three month periods ended March 31, 2003 and 2002



Comparison of Results of Operations for the Three-Month  Periods Ended March 31,
-------------------------------------------------------  -----------------------
2003 and 2002
-------------

General
-------

     Net  earnings  for the three  months  ended  March 31,  2003  totaled  $3.0
million,  a $448,000,  or 17.7%,  increase over the net earnings reported in the
comparable  2002 period.  The  increase in earnings  resulted  primarily  from a
$629,000  increase  in net  interest  income  and a $609,000  increase  in other
income,  which were partially  offset by a $49,000 increase in the provision for
losses on loans,  a  $493,000  increase  in  general,  administrative  and other
expense, and a $248,000 increase in the provision for federal income taxes.

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

     Total interest  income for the three months ended March 31, 2003,  amounted
to $13.7  million,  a  decrease  of  $497,000  or 3.5%,  from the $14.2  million
recorded in the comparable  2002 period.  Interest income on loans totaled $12.8
million,  a decrease of $316,000,  or 2.4%, from the 2002 period.  This decrease
resulted  primarily from a 76 basis point decrease in the average  fully-taxable
equivalent  yield,  to 7.28% for the three month  period  ended March 31,  2003,
which  was  partially  offset  by a $51.8  million,  or  7.8%,  increase  in the
weighted-average ("average") portfolio balance, to a total of $715.1 million for
the three months ended March 31, 2003. Interest income on investment  securities
and other interest-earning  assets decreased by $181,000, or 16.1%. The decrease
resulted  primarily from a 59 basis point decrease in the average  fully-taxable
equivalent  yield,  to 4.58% for the three months ended March 31, 2003,  coupled
with a $4.8 million,  or 5.0%,  decrease in the average portfolio balance,  to a
total of $92.3 million for the three months ended March 31, 2003.

     Total interest  expense amounted to $5.3 million for the three months ended
March 31,  2003,  a decrease of $1.1  million,  or 17.5%,  from the $6.4 million
recorded in the comparable 2002 period.  Interest expense on deposits  decreased
by $1.1 million, or 21.2%, to a total of $4.1 million for the three months ended
March 31, 2003. The decrease  resulted  primarily from a 91 basis point decrease
in the average cost of  deposits,  to 2.79% for the three months ended March 31,
2003,  which was partially offset by a $25.5 million,  or 4.4%,  increase in the
average  portfolio  balance,  to a total of $599.0  million for the three months
ended March 31, 2003.  Interest expense on borrowings  decreased by $20,000,  or
1.6%,  for the three months  ended March 31, 2003.  The decrease was due to a 65
basis point  decrease in the average  cost of  borrowings,  to 4.71%,  which was
partially  offset  by an  $11.1  million,  or  12.0%,  increase  in the  average
borrowings  outstanding  for the three months ended March 31, 2003. The decrease
in  the   level  of  yields  on   interest-earning   assets   and  the  cost  of
interest-bearing  liabilities  was primarily due to the continued lower interest
rate  environment  for the three  month  periods  ended March 31, 2003 and 2002,
respectively.

     As a result of the  foregoing  changes  in  interest  income  and  interest
expense,  net interest  income  increased by  $629,000,  or 8.1%,  for the three
months  ended  March 31,  2003,  as  compared  to the same  period in 2002.  The
interest rate spread  increased by 15 basis points to 3.90% for the three months
ended March 31,  2003,  compared to 3.75% for the three  months  ended March 31,
2002.  The  fully-taxable  equivalent net interest  margin  increased by 6 basis
points from 4.24% to 4.30% for the three  months  ended March 31, 2002 and 2003,
respectively.

Provision for Losses on Loans
-----------------------------

     A  provision  for losses on loans is charged to earnings to bring the total
allowance for loan losses to a level considered  appropriate by management based
on  historical  experience,  the  volume and type of  lending  conducted  by the
Company,  the  status  of past due  principal  and  interest  payments,  general
economic  conditions,  particularly as such  conditions  relate to the Company's
market area and other  factors  related to the  collectibility  of the Company's
loan  portfolio.  As a result of such analysis,  management  recorded a $509,000
provision  for losses on loans for the three  months  ended March 31,  2003,  an
increase of $49,000,  or 10.7%,  compared to same period in 2002.  The provision
for losses on loans for the three  months  ended March 31,  2003 was  predicated
primarily  upon the $10.1  million  of growth in the gross loan  portfolio,  the
increase in  nonperforming  loans from $7.3 million at December 31, 2002 to $7.8
million  at March 31,  2003 and the  $242,000  of loans  charged-off  during the
current quarter.

     Although management believes that it uses the best information available in
providing  for possible  loan losses and believes that the allowance is adequate
at March 31, 2003,  future  adjustments to the allowance  could be necessary and
net  earnings  could be affected if  circumstances  and/or  economic  conditions
differ   substantially   from  the  assumptions   used  in  making  the  initial
determinations.


                                      -14-

<PAGE>




Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS For the three month periods ended March 31, 2003 and 2002



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

     Other  income  totaled  $2.4  million for the three  months ended March 31,
2003,  an  increase  of  $609,000,  or 33.9%,  over the amount  reported  in the
comparable 2002 period.  This increase  resulted  primarily from a $531,000,  or
134.4%,  increase in gain on sale of loans,  a $138,000,  or 25.7%,  increase in
insurance  commissions,  and a $73,000  increase  in gain on sale of  investment
securities, which were partially offset by a $122,000 non-recurring gain on sale
of branch in the 2002 period.

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

     General,  administrative  and other  expense  totaled  $5.9 million for the
three months ended March 31, 2003,  an increase of $493,000,  or 9.1%,  over the
amount  reported in the 2002 period.  The  increase  resulted  primarily  from a
$335,000,  or 10.4%, increase in employee compensation and benefits, a $160,000,
or 26.6%, increase in occupancy and equipment and a $153,000, or 11.0%, increase
in other  expenses,  which were  partially  offset by a  $156,000,  decrease  in
franchise taxes.

     The increase in employee  compensation and benefits resulted primarily from
increased  staffing levels required in connection with the  establishment of new
branch locations, additional management staffing and normal merit increases. The
increase in occupancy and equipment  expense was due primarily to a $37,000,  or
26.9%,  increase in rent expense, a $41,000,  or 45.9%,  increase in maintenance
contracts, a $15,000, or 23.1%, increase in maintenance and repairs to buildings
and equipment and a $41,000,  or 22.5%,  increase in depreciation  expense.  The
increase in other expenses resulted primarily from a $24,000, or 19.1%, increase
in insurance  commissions paid, a $22,000, or 53.9%, increase in computer and PC
software expenses, an $8,000, or 21.5% increase in charitable  contributions and
a $35,000,  or 27.6%,  increase in credit and  collection  costs,  coupled  with
incremental increases in other operating expenses year-to-year.  The decrease in
franchise  taxes is  attributable  to a one time tax savings for 2003  resulting
from the previously mentioned Oak Hill-Towne merger.

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

     The  provision  for federal  income taxes  amounted to $1.4 million for the
three months ended March 31, 2003, an increase of $248,000,  or 20.9%,  over the
$1.2 million recorded in comparable 2002 period. The increase resulted primarily
from a $696,000,  or 18.7%, increase in earnings before taxes. The effective tax
rates were 32.5% and 31.9% for the three  months  ended March 31, 2003 and 2002,
respectively.


Item 3: Quantitative and Qualitative Disclosure About Market Risk

        Therehas been no significant  change from disclosures  included in the
        Company's  Annual Report on Form 10-K for the year ended  December 31,
        2002.

Item 4: Controls and Procedures

        The Company's  principal  executive  officer and  principal  financial
        officer,  based on their evaluation as of a date within 90 days of the
        filing of this report,  have concluded  that the Company's  disclosure
        controls and procedures  (as defined in Rules  13a-14(c) and 15d-14(c)
        under the  Securities  Exchange  Act of 1934) are  effective to ensure
        that  information  required to be  disclosed by the Company in reports
        that it files or submits under the Securities  Exchange Act of 1934 is
        recorded,  processed,  summarized and reported within the time periods
        specified in Securities and Exchange Commission rules and forms.

        There were no significant  changes in the Company's  internal controls
        or in other  factors that could  significantly  affect these  controls
        subsequent to the date of their evaluation.  There were no significant
        deficiencies  or  material  weaknesses,  and  therefore  there were no
        corrective actions taken.

                                      -15

<PAGE>






Oak Hill Financial, Inc.
PART II



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

        Not  applicable.

Item 2: Changes in Securities and Use of Proceeds
        -----------------------------------------

        Not  applicable.

Item 3: Defaults Upon Senior Securities
        --------------------------------

        Not  applicable.

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


        (a)    The Company held its 2003 Annual Meeting of Stockholders ("Annual
               Meeting") on April 8, 2003. Holders of 5,126,246 common shares of
               the Company were  present,  representing  94.4% of the  Company's
               5,431,541 common shares outstanding.

        (b)    and The  following  persons were elected Class I members of  the
        (c)    Company's  Board of  Directors  to serve  until  the 2005  Annual
               Meeting or until their successors are duly elected and qualified.
               Each  person  received  the  number of votes for or the number of
               votes with authority withheld, indicated below:

               Name                     Votes For       Votes Withheld
               ----                     ---------       --------------

               Ralph E. Coffman, Jr.    5,116,642             9,604
               Evan E. Davis            5,045,396            80,850
               John D. Kidd             5,017,572           108,764
               D. Bruce Knox            5,045,334            80,912
               Richard P. LeGrand       5,045,496            80,750
               Neil S. Strawser         5,032,547            93,699

               The continuing Class I Directors,  whose terms expire at the 2004
               Annual Meeting,  are Candice R.  DeClark-Peace,  Barry M. Dorsey,
               Ed.D., Donald R. Seigneur, Willam S. Siders, H. Grant Stephenson,
               and Donald P. Wood.

               The  proposal  for  ratification  of  the  appointment  of  Grant
               Thornton LLP as independent  auditor for the Company for the year
               ending  December 31, 2003, was approved with 5,111,455 votes FOR,
               7,075 votes AGAINST, and 7,716 votes ABSTAIN.

Item 5: Other Information
        ------------------

        Not applicable.

Item 6: Exhibits and Reports on Form 8-K
        --------------------------------

        Exhibits:

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

        99.1                            Certification    by   Chief    Executive
                                        Officer,  John D. Kidd,  dated April 29,
                                        2003,  pursuant  to  18  U.S.C.  Section
                                        1350, as adopted pursuant to Section 906
                                        of the Sarbanes-Oxley Act of 2002. -
        99.2
                                        Certification    by   Chief    Financial
                                        Officer,  Ron J. Copher, dated April 29,
                                        2003,  pursuant  to  18  U.S.C.  Section
                                        1350, as adopted pursuant to Section 906
                                        of the Sarbanes-Oxley Act of 2002.

                                      -16-

<PAGE>

Oak Hill Financial, Inc.
PART II (continued)



Item 6: Exhibits and Reports on Form 8-K (continued)
        --------------------------------------------


          The Company has filed the following  current  reports on Form 8-K with
     the Securities and Exchange Commission:

               Form 8-K,  dated April 11, 2003,  filed with the  Securities  and
               Exchange Commission on April 11, 2003.

               o    Press Release of Oak Hill Financial,  Inc.,  dated April 10,
                    2003, announcing the Company's earnings for the three months
                    ("first quarter") ended March 31, 2003.

                                      -17-

<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: May 5, 2003                      By: /s/ John D. Kidd
                                           -------------------------------------
                                              John D. Kidd
                                              Chairman & Chief Executive Officer




Date: May 5, 2003                      By:/s/ Ron J. Copher
                                         ---------------------------------------
                                              Ron J. Copher
                                              Chief Financial Officer

                                      -18-

<PAGE>



                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002





I, John D. Kidd, certify that:



1)   I have reviewed this quarterly  report on Form 10-Q of Oak Hill  Financial,
     Inc.;


2)   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;


4)   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;


     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and


     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;


5)   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):


     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and


     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and


6)   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.




     Date:May 5, 2003                  By:/s/ Ron J. Copher
                                         ---------------------------------------
                                              Ron J. Copher
                                              Chief Financial Officer





<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002





I, Ron J. Copher, certify that:



7)   I have reviewed this quarterly  report on Form 10-Q of Oak Hill  Financial,
     Inc.;


8)   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

9)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;


10)  The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;


     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and


     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;


11)  The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):


     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and


     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and


12)  The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.




Date: May 5, 2003                         /s/ John D. Kidd
                                         -----------------------------------
                                         John D. Kidd
                                         Chairman & Chief Executive Officer

                                      -19-