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, 2000


                         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 State Route 93
          Jackson, Ohio                                        45640
(Address of principal executive office)                     (Zip Code)


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


         Check 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   [  ]



         As of October 27, 2000 the latest practicable date, 5,131,256 shares of
the registrant's common stock, $.50 stated value, were issued and 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                                         10

Item 3:  Quantitative and Qualitative Disclosures About Market Risk          14


                     PART II - OTHER INFORMATION

Item 1:  Legal Proceedings                                                   15

Item 2:  Changes in Securities and Use of Proceeds                           15

Item 3:  Default Upon Senior Securities                                      15

Item 4:  Submission of Matters to a Vote of Security Holders                 15

Item 5:  Other Information                                                   15

Item 6:  Exhibits and Reports on Form 8-K                                    15

Signatures                                                                   16













                                      - 2 -

<PAGE>
                            Oak Hill Financial, Inc.
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)


                                                                                      September 30,        December 31,
         ASSETS                                                                                2000                1999
<S>                                                                                            <C>                  <C>
Cash and due from banks                                                                   $  10,335            $ 14,675
Federal funds sold                                                                              122               3,854
Investment securities designated as held to maturity - at cost
   (approximate market value of $4,891 at September 30, 2000)                                 4,947                   -

Investment securities designated as available for sale - at market                           54,010              53,338

Loans receivable - net                                                                      580,668             507,726
Loans held for sale - at lower of cost or market                                                163                 243
Office premises and equipment - net                                                           9,336               9,256
Federal Home Loan Bank stock - at cost                                                        4,889               4,079
Accrued interest receivable                                                                   4,455               3,593

Goodwill - net                                                                                  258                 283
Prepaid expenses and other assets                                                             1,139                 312
Prepaid federal income tax                                                                       93               1,220
Deferred federal income tax asset                                                             1,990               1,521
                                                                                            -------             -------

         Total assets                                                                      $672,405            $600,100
                                                                                            =======             =======



         LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                                   $541,596            $488,880
Securities sold under agreements to repurchase                                                  129               1,172
Advances from the Federal Home Loan Bank                                                     72,046              59,680
Notes payable                                                                                 1,600                   -
Guaranteed preferred beneficial interests in the Corporation's
   junior subordinated debentures                                                             5,000                   -
Accrued interest payable and other liabilities                                                3,568               2,644
                                                                                            -------             -------
        Total liabilities                                                                   623,939             552,376

Stockholders' equity
 Common stock - $.50 stated value;  authorized 15,000,000 shares,  5,402,851 and
    5,369,576 shares issued at September 30, 2000 and
    December 31, 1999, respectively                                                           2,701               2,683
 Additional paid-in capital                                                                   4,937               4,650
 Retained earnings                                                                           46,247              42,724
 Treasury stock (271,595 and 50,900 shares - at cost at
     September 30, 2000 and December 31, 1999, respectively)                                 (4,117)               (755)
  Accumulated comprehensive loss:
     Unrealized losses on securities designated as available
        for sale, net of related tax effects                                                 (1,302)             (1,578)
                                                                                            -------             -------

         Total stockholders' equity                                                          48,466              47,724
                                                                                            -------             -------

         Total liabilities and stockholders' equity                                        $672,405            $600,100
                                                                                            =======             =======
</TABLE>

                                      - 3 -

<PAGE>
                            Oak Hill Financial, Inc.
<TABLE>
<CAPTION>

                       CONSOLIDATED STATEMENTS OF EARNINGS

                        (In thousands, except share data)


                                                                   Nine Months Ended                 Three Months Ended
                                                                     September 30,                      September 30,
                                                                   2000         1999                  2000         1999
                                                                          (Restated)                         (Restated)
<S>                                                                <C>          <C>                  <C>           <C>
Interest income
  Loans                                                         $36,554      $28,763               $13,043      $10,253
  Investment securities                                           2,800        4,126                   984        1,358
  Interest-bearing deposits and other                               317          526                    96          131
                                                                 ------       ------                ------       ------
       Total interest income                                     39,671       33,415                14,123       11,742


Interest expense
  Deposits                                                       17,589       14,376                 6,497        4,781
  Borrowings                                                      3,459        1,985                 1,399          891
                                                                 ------       ------                ------       ------
       Total interest expense                                    21,048       16,361                 7,896        5,672
                                                                 ------       ------                ------       ------


       Net interest income                                       18,623       17,054                 6,227        6,070

Provision for losses on loans                                     1,566        1,894                   708        1,175
                                                                 ------       ------                ------       ------
       Net interest income after
         provision for losses on loans                           17,057       15,160                 5,519        4,895

Other income (loss)
  Gain on sale of loans                                              87          467                    21            4
  Loss on investment securities transactions                         (6)      (2,166)                   (6)      (2,184)
  Service fees, charges and other operating                       1,856        1,564                   654          591
                                                                 ------       ------                ------       ------
       Total other income (loss)                                  1,937         (135)                  669       (1,589)

General, administrative and other expense
 Employee compensation and benefits                               6,545        5,647                 2,320        1,969
 Occupancy and equipment                                          1,407        1,308                   485          457
 Federal deposit insurance premiums                                  75           90                    26           31
 Franchise taxes                                                    394          405                   128          138
 Other operating                                                  2,910        2,255                   933          774
 Merger-related expenses                                              -          850                     -          850
                                                                 ------       ------                ------       ------
       Total general, administrative
         and other expense                                       11,331       10,555                 3,892        4,219
                                                                 ------       ------                ------       ------


       Earnings (loss) before income taxes (credits)              7,663        4,470                 2,296         (913)

Federal income taxes (credits)
  Current                                                         3,172        1,434                   648         (377)
  Deferred                                                         (610)          10                   118           57
                                                                 ------       ------                ------       ------

       Total federal income taxes (credits)                       2,562        1,444                   766         (320)
                                                                 ------       ------                ------       ------

       NET EARNINGS (LOSS)                                      $ 5,101      $ 3,026               $ 1,530      $  (593)
                                                                 ======       ======                ======       ======

       EARNINGS (LOSS) PER SHARE
          Basic                                                    $.97         $.57                  $.30       $(.11)
                                                                    ===          ===                   ===        ====
          Diluted                                                  $.97         $.56                  $.29       $(.11)
                                                                    ===          ===                   ===        ====
</TABLE>


                                      - 4 -

<PAGE>
                            Oak Hill Financial, Inc.
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)


                                                                   Nine Months Ended                 Three Months Ended
                                                                      September 30,                      September 30,
                                                                   2000         1999                  2000          1999
                                                                           (Restated)                          (Restated)
<S>                                                                <C>          <C>                   <C>            <C>
Net earnings (loss)                                             $ 5,101      $ 3,026               $ 1,530      $  (593)

Other comprehensive income (loss), net of tax:

  Unrealized gains (losses) on securities
    designated as available for sale,
    net of tax of $141, $(1,393), $178, and $(740)
    for the respective periods                                      272       (2,704)                  341       (1,436)

  Reclassification adjustment for losses included
    in net earnings, net of tax of $2, $736, $2, and $742
    for the respective periods                                        4        1,430                     4        1,442
                                                                 ------       ------                ------       ------

Comprehensive income (loss)                                     $ 5,377      $ 1,752               $ 1,875      $  (587)
                                                                 ======       ======                ======       ======


Accumulated other comprehensive loss                            $(1,302)     $(1,130)              $(1,302)     $(1,130)
                                                                 ======       ======                ======       ======
</TABLE>



























                                      - 5 -

<PAGE>
                            Oak Hill Financial, Inc.
<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     For the nine months ended September 30,
                                 (In thousands)


                                                                                               2000            1999
                                                                                                          (Restated)
<S>                                                                                            <C>            <C>
  Cash flows from operating activities:
    Net earnings for the period                                                            $  5,101        $  3,026

    Adjustments  to  reconcile  net  earnings to net cash  provided by (used in)
     operating activities:
      Depreciation and amortization                                                             623             566
      Amortization of premiums and discounts on investment securities - net                      31             160
      Amortization of deferred loan origination costs                                           121             283
      Federal Home Loan Bank stock dividends                                                   (244)           (199)
      Loans originated for sale in secondary market                                          (6,780)        (26,243)
      Proceeds from sale of loans in the secondary market                                     6,890          28,716
      Gain on sale of loans                                                                     (30)           (239)
      Provision for losses on loans                                                           1,566           1,894
      Loss on investment securities transactions                                                  6           2,166
      (Gain) loss on sale of assets                                                              20             (13)
      Increase (decrease) in cash due to changes in:
        Accrued interest receivable                                                            (862)            115
        Prepaid expenses and other assets                                                      (758)           (811)
        Accrued expenses and other liabilities                                                  924           1,299
        Federal income taxes
          Current                                                                             1,127            (933)
          Deferred                                                                             (610)             10
                                                                                             ------          ------
             Net cash provided by operating activities                                        7,125           9,797

Cash flows provided by (used in) investing activities:
   Loan  principal repayments                                                               160,530         137,026
   Loan disbursements                                                                      (235,739)       (201,465)
   Purchase of loans                                                                              -            (536)
   Principal repayments on mortgage-backed securities
     designated as available-for-sale                                                         1,334           3,405
   Principal repayments on mortgage-backed securities
     designated as held-to-maturity                                                               -           3,615
   Proceeds from maturity and redemption of investment securities                               330          14,745
   Proceeds from investment securities transactions                                           1,150          41,014
   Purchase of office premises and equipment                                                   (720)         (1,507)
   Proceeds from sale of assets                                                                 533              39
   Purchase of investment securities designated as available-for-sale                        (3,106)        (16,088)
   Purchase of investment securities designated as held-to-maturity                          (4,947)         (1,039)
   Decrease in federal funds sold - net                                                       3,732           9,186
   Purchase of Federal Home Loan Bank stock                                                    (566)           (129)
                                                                                             ------          ------
             Net cash used in investing activities                                          (77,469)        (11,734)
                                                                                             ------          ------

             Net cash used in operating and investing
                activities (balance carried forward)                                        (70,344)         (1,937)
                                                                                             ------          ------
</TABLE>




                                      - 6 -

<PAGE>
                            Oak Hill Financial, Inc.
<TABLE>
<CAPTION>

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                     For the nine months ended September 30,
                                 (In thousands)

                                                                                               2000            1999
                                                                                                         (Restated)
<S>                                                                                            <C>             <C>
      Net cash used in operating and investing
        activities (balance brought forward)                                             $  (70,344)       $ (1,937)

Cash flows provided by (used in) financing activities:
  Repayments of securities sold under agreement to repurchase                                (1,043)           (232)
  Net increase (decrease) in deposit accounts                                                52,716          (2,759)
  Proceeds from Federal Home Loan Bank advances                                           1,921,841         496,929
  Repayment of Federal Home Loan Bank advances                                           (1,909,475)       (455,332)
  Proceeds from notes payable                                                                 2,100              -
  Repayment of notes payable                                                                   (500)             -
  Proceeds from issuance of shares under stock option plan                                      305             245
  Proceeds from issuance of debt securities                                                   5,000               -
  Advances by borrowers for taxes and insurance                                                   -            (241)
  Purchase of treasury stock                                                                 (3,362)              -
  Dividends paid on common shares                                                            (1,578)         (1,261)
                                                                                          ---------         -------

      Net cash provided by financing activities                                              66,004          37,349
                                                                                          ---------         -------

Net increase (decrease) in cash and cash equivalents                                         (4,340)         35,412
Cash and cash equivalents at beginning of period                                             14,675          13,650
                                                                                          ---------         -------

Cash and cash equivalents at end of period                                               $   10,335        $ 49,062
                                                                                          =========         =======


Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
    Federal income taxes                                                                 $    2,364        $  2,346
                                                                                          =========         =======

    Interest on deposits and borrowed money                                              $   20,590        $ 16,519
                                                                                          =========         =======

Supplemental disclosure of non-cash investing activities:
  Transfers of loans held for investment to held for sale                                $        -        $    456
                                                                                          =========         =======

  Transfers of loans held for sale to held for investment                                $        -        $    873
                                                                                          =========         =======

  Transfer of allowance for loan losses from a general to a specific allocation          $        -        $     22
                                                                                          =========         =======

  Transfer from loans to real estate acquired through foreclosure                        $      663        $    136
                                                                                          =========         =======

  Unrealized gains (losses) on securities designated as available
    for sale, net of related tax effects                                                 $      276        $ (1,274)
                                                                                          =========         =======

  Recognition of mortgage servicing rights in
    accordance with SFAS No. 125                                                         $       57        $    228
                                                                                          =========         =======
</TABLE>

                                      - 7 -

<PAGE>
                            Oak Hill Financial, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       Basis of Presentation

                  On October 1, 1999, Oak Hill  Financial,  Inc. (the "Company")
         combined with Towne Financial  Corporation  ("Towne Financial") and its
         wholly-owned subsidiary Blue Ash Building and Loan Company ("Blue Ash")
         in a transaction  whereby Towne  Financial was merged with and into the
         Company  and  Blue  Ash,   renamed  Towne  Bank  ("Towne"),   became  a
         wholly-owned  subsidiary of the Company.  The transaction was accounted
         for as a pooling-of-interests.  Accordingly, the consolidated financial
         statements  have been  restated to reflect the effects of the  business
         combination  as of January 1, 1999.  Pursuant to the merger  agreement,
         the Company  issued  917,361 shares of common stock in exchange for the
         shares of Towne.

                  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 generally accepted accounting principles.
         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, 1999. However, all adjustments  (consisting only 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 and nine month
         periods ended September 30, 2000 are not necessarily  indicative of the
         results which 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 Banks (the
         "Bank"),  Towne,  (collectively  hereinafter  the "Banks"),  and Action
         Finance Company ("Action").  All significant  intercompany balances and
         transactions have been eliminated.

3.       Earnings Per Share

               Basic   earnings   per   share  is   computed   based   upon  the
          weighted-average     shares    outstanding    during    the    period.
          Weighted-average   common  shares   outstanding   totaled   5,169,604,
          5,262,156,  5,289,149,  and  5,275,682  for the three  and  nine-month
          periods  ended  September  30,  2000 and 1999,  respectively.  Diluted
          earnings  per share are  computed  taking  into  consideration  common
          shares  outstanding and dilutive  potential common shares to be issued
          under the Company's stock option plan.  Weighted-average common shares
          deemed  outstanding  for  purposes of computing  diluted  earnings per
          share totaled 5,209,896,  5,265,478,  5,289,149, and 5,421,853 for the
          three  and  nine-month  periods  ended  September  30,  2000 and 1999,
          respectively.  There were 40,292, 3,322 and 146,171 incremental shares
          related to the  assumed  exercise  of stock  options  included  in the
          computation of diluted earnings per share for the three and nine-month
          periods  ended  September  30, 2000 and the  three-month  period ended
          September 30, 1999,  respectively.  Options to purchase 588,704 shares
          of common stock with a weighted-average  exercise price of $14.72 were
          outstanding  at  September  30,  2000,  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.





                                      - 8 -

<PAGE>
                            Oak Hill Financial, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.             Effects of Recent Accounting Pronouncements

                  In June 1998, the Financial  Accounting  Standards  Board (the
         "FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
         133,  "Accounting for Derivative  Instruments and Hedging  Activities,"
         which requires entities to recognize all derivatives in their financial
         statements as either assets or liabilities measured at fair value. SFAS
         No.  133  also   specifies  new  methods  of  accounting   for  hedging
         activities,  prescribes the items and transactions  that may be hedged,
         and  specifies  detailed  criteria  to be met to  qualify  for  hedging
         accounting.

                  The definition of derivative financial instruments is complex,
         but in general, it is an instrument with one or more underlyings,  such
         as interest rate or foreign exchange rate that is applied to a notional
         amount,  such as an amount of  currency,  to determine  the  settlement
         amount(s).  It  generally  requires  no initial  investment  and can be
         settled net or by delivery of an asset that is readily  convertible  to
         cash. SFAS No. 133 applies to derivatives  embedded in other contracts,
         unless the underlying of the embedded derivative is clearly and closely
         related to the host contract. SFAS No. 133, as amended by SFAS No. 137,
         is  effective  for  fiscal  years  beginning  after June 15,  2000.  On
         adoption,  entities  are  permitted to transfer  held-to-maturity  debt
         securities to an available-for-sale or trading category without calling
         into question their intent to hold other debt securities to maturity in
         the future.  SFAS No. 133 is not expected to have a material  effect on
         the Company's financial position or results of operations.

                  In September 2000 the FASB issued SFAS No. 140 "Accounting for
         Transfers  and  Servicing of Financial  Assets and  Extinguishments  of
         Liabilities",   which  revises  the  standards   for   accounting   for
         securitizations  and other transfers of financial assets and collateral
         and  requires  certain  disclosures,  but  carries  over  most  of  the
         provisions  of SFAS No. 125  without  reconsideration.  SFAS No. 140 is
         effective  for   transfers  and  servicing  of  financial   assets  and
         extinguishments  of  liabilities  occurring  after March 31, 2001.  The
         Statement  is  effective  for  recognition  and   reclassification   of
         collateral and for disclosures relating to securitization  transactions
         and collateral  for fiscal years ending after  December 15, 2000.  SFAS
         No.  140 is not  expected  to have a material  effect on the  Company's
         financial position or results of operations.


















                                      - 9 -

<PAGE>
                            Oak Hill Financial, Inc.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Discussion  of Financial  Condition  Changes from December 31, 1999 to September
30, 2000

                  At September 30, 2000,  the Company had total assets of $672.4
million, an increase of approximately $72.3 million, or 12.0%, over December 31,
1999 levels.  The increase in total assets was funded primarily by growth in the
deposit portfolio of $52.7 million,  undistributed net earnings of $3.5 million,
an increase in Federal Home Loan Bank advances of $12.4  million,  and increases
of $1.6  million  and $5.0  million in notes  payable  and  capital  securities,
respectively.

                  Cash,  federal funds sold and  investment  securities  totaled
$69.4 million at September 30, 2000, a decrease of $2.5 million,  or 3.4%,  from
December  31, 1999  levels.  During the nine months  ended  September  30, 2000,
management purchased $8.1 million of investment  securities,  while $2.8 million
of securities matured,  were called or were sold. Securities purchased consisted
primarily of U.S.  government agency securities and trust preferred  securities,
the latter of which were classified as  held-to-maturity.  Excess  liquidity was
used primarily to fund new loan originations.

                  During the fourth  quarter,  the  Company  plans to pursue the
previously  announced  restructuring  of its investment  portfolio.  Up to $35.0
million in investment securities will be replaced with quality,  higher-yielding
instruments.  The plan is expected to result in after-tax  charges of up to $1.1
million in the fourth  quarter,  but going forward the Company should realize an
increase  of up to  125  basis  points  in the  annual  yield  on  the  replaced
investments.

                  Loans  receivable  and  loans  held  for sale  totaled  $580.8
million at September 30, 2000, an increase of $72.9 million,  or 14.3%, over the
total at December 31, 1999.  Loan  disbursements  totaled  approximately  $242.5
million during the 2000 nine-month period,  while principal repayments and sales
amounted to $160.5 million and $6.8 million,  respectively.  Loan  disbursements
increased by $14.8 million,  or 6.5%, during the 2000 period, as compared to the
comparable period in 1999. Loans originated in 2000 were primarily  comprised of
commercial and 1- 4 family residential loans.

                  The  Company's  allowance  for loan  losses  amounted  to $6.9
million at September 30, 2000, an increase of $730,000, or 11.9%, over the total
at December 31, 1999.  The  allowance for loan losses  represented  1.17% of the
total loan portfolio at September 30, 2000, as compared to 1.19% at December 31,
1999. Net charge-offs totaled  approximately  $817,000 and $564,000 for the nine
months ended September 30, 2000 and 1999, respectively.  The Company's allowance
represented  192.5% and  192.4% of  non-performing  loans,  which  totaled  $3.6
million  and  $3.2  million  at  September  30,  2000  and  December  31,  1999,
respectively. Nonperforming loans at September 30, 2000 consisted of $634,000 in
installment loans and $3.0 million of loans secured primarily by commercial real
estate and 1 - 4 family  residential real estate. In management's  opinion,  all
nonperforming loans at September 30, 2000 were adequately collateralized.

                  The deposit  portfolio totaled $541.6 million at September 30,
2000, an increase of $52.7 million, or 10.8%, over December 31, 1999 levels. The
increase resulted primarily from management's  marketing efforts and competitive
pricing with respect to midterm  certificates of deposit products throughout the
Banks' branch network.  Proceeds from deposit growth were utilized  primarily to
fund loan originations.

                  Advances from the Federal Home Loan Bank totaled $72.0 million
at September 30, 2000, an increase of $12.4 million, or 20.7%, over December 31,
1999. Notes payable also increased by $1.6 million over December 1999.  Proceeds
from advances and notes payable were used to fund loan  originations  during the
period.

                                     - 10 -

<PAGE>
                            Oak Hill Financial, Inc.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Discussion  of Financial  Condition  Changes from December 31, 1999 to September
30, 2000 (continued)

                  In March 2000, a Delaware  statutory  business  trust owned by
the Company (the "Trust"),  issued $5.0 million of mandatorily  redeemable  debt
securities.  The  debt  securities  issued  by the  Trust  are  included  in the
Company's regulatory capital, specifically as a component of Tier I capital. The
proceeds from the issuance of the debt  securities  and common  securities  were
used  by the  Trust  to  purchase  from  the  Company  $5.0  million  of  junior
subordinated  debentures maturing on March 8, 2030. The subordinated  debentures
are the sole  assets  of the  Trust,  and the  Company  owns  all of the  common
securities of the Trust. Interest payments on the debt securities are to be made
semi-annually  at an  annual  interest  rate of 10 7/8%  and are  reported  as a
component of interest  expense on borrowings.  The net proceeds  received by the
Company  from the sale of the debt  securities  were used for general  corporate
purposes,  including repaying existing indebtedness,  repurchasing the Company's
stock,  extending credit to the Company's  subsidiaries,  and providing  general
working capital.

                  The Bank is required to maintain  minimum  regulatory  capital
pursuant to federal  regulations.  At September 30, 2000, the Banks'  regulatory
capital substantially exceeded all regulatory capital requirements.



Comparison of Results of Operations for the Nine-Month  Periods Ended  September
30, 2000 and 1999

General

                  Net  earnings  for the nine months  ended  September  30, 2000
totaled  $5.1  million,  an increase  of $2.1  million,  or 68.6%,  over the net
earnings reported in the comparable 1999 period. The increase in earnings in the
2000  period  was  primarily  attributable  to a $1.9  million  increase  in net
interest income after provision for losses on loans and a $2.1 million  increase
in other income,  which were partially offset by a $776,000 increase in general,
administrative  and other  expenses  and an increase  in the federal  income tax
provision of $1.1 million.

Net Interest Income

                  Total interest  income for the nine months ended September 30,
2000  increased by $6.3 million,  or 18.7%,  reflecting the effects of growth in
average  interest-earning  assets from $540.9  million to $606.7 million for the
nine-month  periods  ending  September 30, 1999 and 2000,  respectively,  and an
increase  in the  weighted-average  yield  from  8.26% in 1999 to 8.73% in 2000.
Similarly,  total interest expense increased for the nine months ended September
30,  2000 by $4.7  million,  or 28.6%,  also  reflecting  the  growth in average
interest-bearing  liabilities  from  $472.1  million to $532.3  million  for the
nine-month  periods  ending  September 30, 1999 and 2000,  respectively,  and an
increase  in the  weighted-average  cost of funds from 4.63% in 1999 to 5.28% in
2000.

                  As a result of the  foregoing  changes in interest  income and
interest  expense,  net interest income increased by $1.6 million,  or 9.2%, for
the nine months ended  September 30, 2000, as compared to the comparable  period
in 1999.  The  interest  rate  spread  amounted  to 3.45% and 3.63% for the nine
months ended September 30, 2000 and 1999,  respectively,  while the net interest
margin totaled 4.10% and 4.22% for the nine months ended  September 30, 2000 and
1999, respectively.

                                     - 11 -
<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

     For the three and nine month periods ended September 30, 2000 and 1999

Comparison of Results of Operations for the Nine-Month  Periods Ended  September
30, 2000 and 1999 (continued)

Provision for Losses on Loans

                  The provision for losses on loans totaled $1.6 million for the
nine months ended  September 30, 2000, a $328,000  decrease from the  comparable
1999 period.  The current  period  provision  was primarily  attributable  to an
increase in the level of non-performing  loans,  coupled with the overall growth
in the loan portfolio year-to-year.

                  Although management believes that it uses the best information
available in providing  for possible loan losses and believes that the allowance
is adequate at September 30, 2000, 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.

Other Income

                  Other income increased for the nine months ended September 30,
2000 by $2.1 million,  from the comparable  1999 period.  The increase  resulted
from the effects of a $2.2 million loss on  investment  securities  transactions
recorded in the 1999 period and a $292,000,  or 18.7%, increase in service fees,
charges and other operating income,  which was partially offset by a decrease of
$380,000 in gain on sale of loans. The decrease in gain on sale of loans was due
primarily to a $21.6 million, or 75.9%,  reduction in sales volume year-to-year.
The  decline in sales  volume  reflects  the less  favorable  market  conditions
resulting  from the  increase  in  interest  rates over the  period.  Management
expects such a decline in sales volume to continue in the current  interest rate
environment.  The increase in service fees,  charges and other operating  income
was due  primarily  to  increased  product and service  fees,  coupled  with the
Company's overall growth year-to-year.

General, Administrative and Other Expense

                  General,  administrative  and other expense  increased for the
nine months ended  September 30, 2000 by $776,000,  or 7.4%, over the comparable
nine-month  period in 1999.  The increase was due  primarily to an $898,000,  or
15.9%,  increase in employee  compensation  and  benefits,  a $99,000,  or 7.6%,
increase in occupancy and equipment expense, and a $655,000,  or 29.0%, increase
in other operating  expenses,  which were partially offset by the effects of the
$850,000 in merger-related expenses recorded in the 1999 period.

                  The  increase in employee  compensation  and  benefits was due
primarily  to  increased   staffing  levels  required  in  connection  with  the
establishment of four new Action offices,  two Oak Hill loan production offices,
and two Towne branches,  all of which were opened during the twelve month period
ending  September 30, 2000, and additional  management  staffing,  combined with
normal merit  increases.  The increases in occupancy and equipment  expense,  as
well as other operating expenses, resulted from expenses related to the addition
of these new branch  facilities,  combined  with the  Company's  overall  growth
year-to-year.

Federal Income Taxes

                    The  provision  for federal  income taxes  increased by $1.1
million,  or 77.4%, during the nine months ended September 30, 2000, as compared
to the same  period  in 1999,  due  primarily  to the $3.2  million,  or  71.4%,
increase  in pre-tax  earnings  year-to-year.  The  effective  tax rates for the
nine-month  periods  ended  September  30,  2000 and 1999 were  33.4% and 32.3%,
respectively.

                                     - 12 -
<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

     For the three and nine month periods ended September 30, 2000 and 1999

Comparison of Results of Operations for the Three-Month  Periods Ended September
30, 2000 and 1999

General

                  Net earnings for the three  months  ended  September  30, 2000
totaled $1.5  million,  an increase of $2.1 million over the amount  reported in
the  comparable  1999  period.  The  increase in earnings in the 2000 period was
primarily  attributable  to a $624,000  increase in net  interest  income  after
provision for losses on loans,  a $2.3 million  increase in other income,  and a
$327,000  decrease  in general,  administrative  and other  expense,  which were
partially offset by a $1.1 million increase in the federal income tax provision.


Net Interest Income

                  Total interest income for the three months ended September 30,
2000 increased by $2.4 million,  or 20.3%,  generally  reflecting the effects of
growth in average  interest-earning assets from $557.6 million to $636.2 million
for the three-month  periods ending  September 30, 1999 and 2000,  respectively,
and an  increase  in the  weighted-average  yield from 8.35% in 1999 to 8.83% in
2000.  Similarly,  total interest  expense  increased for the three months ended
September 30, 2000 by $2.2 million,  or 39.2%,  reflecting the growth in average
interest-bearing  liabilities  from  $489.4  million to $562.6  million  for the
three-month  periods  ended  September 30, 1999 and 2000,  respectively,  and an
increase in weighted-average cost of funds from 4.60% in 1999 to 5.58% in 2000.

                  As a result of the  foregoing  changes in interest  income and
interest  expense,  net interest income increased by $157,000,  or 2.6%, for the
three months ended  September 30, 2000, as compared to the comparable  period in
1999. The interest rate spread  amounted to 3.25% and 3.75% for the three months
ended  September 30, 2000 and 1999  respectively,  while the net interest margin
totaled 3.89% and 4.32% for the three months ended  September 30, 2000 and 1999,
respectively.

Provision for Losses on Loans

                  The  provision  for losses on loans  totaled  $708,000 for the
three  months  ended  September  30,  2000,  a decrease of  $467,000,  or 39.7%,
compared  to the  1999  period.  The  current  period  provision  was  primarily
attributable to the increase in non-performing  loans during the current period,
coupled with the growth in the loan portfolio year-to-year.

                  Although management believes that it uses the best information
available in providing  for possible loan losses and believes that the allowance
is adequate at September 30, 2000, 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.

Other Income

                  Other income  increased  for the three months ended  September
30,  2000 by $2.3  million  from the  comparable  period in 1999.  The  increase
resulted  from the effects of the $2.2  million  loss on  investment  securities
transactions  recorded in the 1999 period and a $63,000,  or 10.7%,  increase in
service fees,  charges and other  operating  income,  due primarily to increased
product  and  service   fees,   coupled  with  the  Company's   overall   growth
year-to-year.


                                     - 13 -

<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

     For the three and nine month periods ended September 30, 2000 and 1999

Comparison of Results of Operations for the Three-Month  Periods Ended September
30, 2000 and 1999 (continued)

General, Administrative and Other Expense

                  General,  administrative  and other expense  decreased for the
three months ended September 30, 2000 by $327,000, or 7.8%. The decrease was due
primarily to the effects of the $850,000 in merger-related  expenses recorded in
the 1999 period, which was partially offset by a $351,000, or 17.8%, increase in
employee  compensation and benefits,  a $28,000,  or 6.1%, increase in occupancy
and equipment  expense,  and a $159,000,  or 20.5%,  increase in other operating
expenses.  Federal  deposit  insurance  premiums and franchise  taxes  decreased
$5,000 and $10,000, respectively.

                  The  increase in employee  compensation  and  benefits was due
primarily  to  increased   staffing  levels  required  in  connection  with  the
establishment  of new  branch  locations  and  additional  management  staffing,
combined  with normal merit  increases.  The increase in occupancy and equipment
expense, as well as other operating  expenses,  resulted primarily from expenses
related to the addition of new branch  facilities,  combined  with the Company's
overall growth year-to-year.

Federal Income Taxes

                    The  provision  for federal  income taxes  increased by $1.1
million  during the three months ended  September  30, 2000,  as compared to the
same period in 1999. The effective tax rates for the  three-month  periods ended
September 30, 2000 and 1999 were 33.4% and 35.0%, respectively.


ITEM 3:  Quantitative and Qualitative Disclosures About Market Risk

         Not applicable






















                                     - 14 -
<PAGE>

                            Oak Hill Financial, Inc.

                                     PART II


ITEM 1.  Legal Proceedings

          Not applicable


ITEM 2.  Changes in Securities

          Not applicable


ITEM 3.  Defaults Upon Senior Securities

          Not applicable


ITEM 4.  Submission of Matters to a Vote of Security Holders

          None


ITEM 5.  Other Information

          On April 11, 2000,  the Company  announced its intention to repurchase
          up to 320,000 shares, or approximately  6%, of its outstanding  common
          stock. The repurchase  program will run through December 31, 2000. The
          Company's Board of Directors  approved the buyback program in light of
          the  existing  market  conditions  and  the  capital  position  of the
          Company.  As of October 27, 2000, the Company had repurchased  220,695
          shares at a weighted-average price of $15.50 per share.


ITEM 6.  Exhibits and Reports on Form 8-K

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

          (a)  Form 8-K,  dated October 27, 2000,  filed with the Securities and
               Exchange Commission on October 27, 2000.

          Exhibits:

          27.1     Financial Data Schedule for the nine-month period ended
                   September 30, 2000


          27.2     Restated Financial Data Schedule for the nine-month period
                   ended September 30, 1999.






                                     - 15 -
<PAGE>

                              SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





Date:  October 27, 2000              By: /s/John D. Kidd
       ----------------                  --------------------------
                                            John D. Kidd
                                            President


Date:  October 27, 2000              By: /s/Ron J. Copher
       ----------------                  --------------------------
                                            Ron J. Copher
                                            Chief Financial Officer








































                                     - 16 -