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


                                   FORM 10-Q/A
                                 Amendment No. 1

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                      For the Quarter Ended March 31, 2006


                         Commission File Number: 0-26876


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


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


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

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


            Indicate by check mark  whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.


                                 Yes [X] No [_]


            Indicate by check mark whether the  registrant is large  accelerated
filer,  an accelerated  filer,  or a  non-accelerated  filer.  See definition of
"accelerated  filer and large  accelerated  filer" in Rule 12b-2 of the Exchange
Act.


 Large accelerated filer [_]  Accelerated filer [X]  Non-accelerated filer [_]


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


                                 Yes [_] No [X]


         As of May 26, 2006, the latest practicable date, 5,407,839 shares of
the Registrant's common stock, $.50 stated value, were outstanding.

<PAGE>

Oak Hill Financial,  Inc. (the "Company") timely filed its Quarterly Report Form
10-Q for the  quarterly  period  ended  March 31, 2006 with the  Securities  and
Exchange  Commission  ("SEC") on May 8, 2006.  This Amendment No. 1 to Quarterly
Report  on Form  10-Q is  filed to add  exhibit  32(b),  Certification  of Chief
Financial  Officer,  Ron J. Copher,  dated May 26,  2006,  pursuant to 18 U.S.C.
Section  1350,  as  adopted  pursuant  to  Section  906  of  SOX.  Although  the
Company-approved  proof copy of its  Quarterly  Report  Form 10Q  included  such
exhibit, the EDGAR processor firm retained by the Company  inadvertently did not
include such  exhibit in the EDGAR filing  submitted to the SEC on behalf of the
Company.  In response to Company inquiry,  such EDGAR processor firm has advised
the Company that  controls  over the firm's EDGAR  submission  process have been
modified to detect and prevent such error from occurring in the future.


                            Oak Hill Financial, Inc.

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
                         PART I - FINANCIAL INFORMATION

Item 1:     Financial Statements

                      Consolidated Statements of Financial Condition          3

                      Consolidated Statements of Earnings                     4

                      Consolidated Statements of Comprehensive Income         5

                      Consolidated Statements of Cash Flows                   6

                      Notes to Consolidated Financial Statements              8

Item 2:     Management's Discussion and Analysis of Financial Condition
                      And Results of Operations                              15

Item 3:     Quantitative and Qualitative Disclosures About Market Risk       18

Item 4:     Controls and Procedures                                          18


                           PART II - OTHER INFORMATION

Item 1:     Legal Proceedings                                                19

Item 1A:    Risk Factors                                                     19

Item 2:     Unregistered Sales of Equity Securities and Use of Proceeds      19

Item 3:     Defaults Upon Senior Securities                                  19

Item 4:     Submission of Matters to a Vote of Security Holders              19

Item 5:     Other Information                                                19

Item 6:     Exhibits                                                         20

Signatures                                                                   21

Certifications                                                               22

                                      -2-
<PAGE>
<TABLE>
<CAPTION>


PART I - FINANCIAL INFORMATION
Item 1: Financial Statements

Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                                                                            March 31,          December 31,
(In thousands, except share data)                                                                2006                  2005
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>                   <C>
                                                                                          (Unaudited)
ASSETS

Cash and due from banks                                                                   $    25,479           $    24,786
Federal funds sold                                                                                325                 1,614
Investment securities designated as available for sale - at market                            132,453               131,193
Investment securities designated as held to maturity - at cost (approximate market
     value of $3,799 and $3,851 at March 31, 2006 and December 31, 2005, respectively)          3,613                 3,619
Loans receivable - net                                                                      1,016,974             1,014,673
Loans held for sale - at lower of cost or market                                                  100                   410
Office premises and equipment - net                                                            24,589                22,736
Federal Home Loan Bank stock - at cost                                                          7,734                 7,626
Real estate acquired through foreclosure                                                          865                   376
Accrued interest receivable on loans                                                            3,941                 4,156
Accrued interest receivable on investment securities                                            1,219                   875
Goodwill - net                                                                                  7,935                 7,935
Core deposit intangible - net                                                                   3,784                 4,068
Bank owned life insurance                                                                      13,098                12,948
Prepaid expenses and other assets                                                               2,511                 1,561
Prepaid federal income taxes                                                                      518                 1,178
Deferred federal income taxes                                                                   1,091                 1,304
---------------------------------------------------------------------------------------------------------------------------
            TOTAL ASSETS                                                                  $ 1,246,229           $ 1,241,058
===========================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits
     Demand                                                                               $    91,788           $    97,575
     Savings and time deposits                                                                888,866               880,821
---------------------------------------------------------------------------------------------------------------------------
            Total deposits                                                                    980,654               978,396
Securities sold under agreements to repurchase                                                 30,470                18,263
Advances from the Federal Home Loan Bank                                                      113,699               123,119
Subordinated debentures                                                                        23,000                23,000
Accrued interest payable and other liabilities                                                  4,172                 4,199
---------------------------------------------------------------------------------------------------------------------------
            Total liabilities                                                               1,151,995             1,146,977
Stockholders' equity
     Common stock - $.50 stated value; authorized 15,000,000 shares,
     5,874,634 shares issued at March 31, 2006 and December 31, 2005                            2,937                 2,937
     Additional paid-in capital                                                                13,808                13,952
     Retained earnings                                                                         87,945                85,505
     Treasury stock (329,883 and 270,420 shares at March 31, 2006 and
       December 31, 2005, respectively - at cost)                                              (9,908)               (7,972)
     Accumulated comprehensive loss:
       Unrealized loss on securities designated as available for sale, net
         of related tax effects                                                                  (548)                 (341)
---------------------------------------------------------------------------------------------------------------------------
            Total stockholders' equity                                                         94,234                94,081
---------------------------------------------------------------------------------------------------------------------------
            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    $ 1,246,229           $ 1,241,058
===========================================================================================================================

</TABLE>

                                                              -3-
<PAGE>
<TABLE>
<CAPTION>

Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF EARNINGS
                                                                                                For the Three Months Ended
                                                                                                --------------------------
                                                                                                         March 31,
(In thousands, except share data)                                                                2006                  2005
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>                     <C>
                                                                                                         (Unaudited)
INTEREST INCOME

Loans                                                                                         $17,369               $14,740
Investment securities                                                                           1,465                   944
Interest-bearing deposits and other                                                               137                    93
---------------------------------------------------------------------------------------------------------------------------
            Total interest income                                                              18,971                15,777
INTEREST EXPENSE

Deposits                                                                                        7,242                 4,710
Borrowings                                                                                      2,038                 1,381
---------------------------------------------------------------------------------------------------------------------------
            Total interest expense                                                              9,280                 6,091
---------------------------------------------------------------------------------------------------------------------------
            Net interest income                                                                 9,691                 9,686
Provision for losses on loans                                                                     200                   750
---------------------------------------------------------------------------------------------------------------------------
            Net interest income after provision for losses on loans                             9,491                 8,936
OTHER INCOME

Service fees, charges and other operating                                                       1,969                 1,328
Commission income                                                                                 820                   671
Bank owned life insurance                                                                         150                    79
Gain on sale of loans                                                                             209                   318
Gain on sale of securities                                                                        139                   143
---------------------------------------------------------------------------------------------------------------------------
            Total other income                                                                  3,287                 2,539
GENERAL, ADMINISTRATIVE AND OTHER EXPENSE

Employee compensation and benefits                                                              4,300                 3,582
Occupancy and equipment                                                                           993                 1,002
Federal deposit insurance premiums                                                                 32                    30
Franchise taxes                                                                                   316                    53
Other operating                                                                                 2,324                 1,839
Amortization of core deposit intangible                                                           284                    72
Merger-related expenses                                                                                                 317
---------------------------------------------------------------------------------------------------------------------------
            Total general, administrative and other expense                                     8,249                 6,895
---------------------------------------------------------------------------------------------------------------------------
            Earnings before federal income taxes                                                4,529                 4,580
FEDERAL INCOME TAXES

Current                                                                                           710                 1,351
Deferred                                                                                          325                   (31)
---------------------------------------------------------------------------------------------------------------------------
            Total federal income taxes                                                          1,035                 1,320
---------------------------------------------------------------------------------------------------------------------------
            NET EARNINGS                                                                      $ 3,494               $ 3,260
===========================================================================================================================
            EARNINGS PER SHARE
                Basic                                                                         $    .63              $   .59
===========================================================================================================================
                Diluted                                                                       $    .62              $   .57
===========================================================================================================================
            DIVIDENDS PER SHARE                                                               $    .19              $   .17
===========================================================================================================================
</TABLE>

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


Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                                                                                For the Three Months Ended
                                                                                                --------------------------
                                                                                                         March 31,
(In thousands)                                                                                  2005                   2006
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>                   <C>
                                                                                                         (Unaudited)

Net earnings                                                                                  $  3,494              $  3,260
Other comprehensive income, net of tax:
     Unrealized losses on securities designated as available for sale,
       net of benefits of $(63) and $(515), respectively                                          (117)                 (956)
     Reclassification adjustment for realized gains included in net earnings,
       net of taxes of $49 and $50, respectively                                                   (90)                  (93)
----------------------------------------------------------------------------------------------------------------------------

Comprehensive income                                                                          $  3,287              $  2,211
============================================================================================================================

Accumulated comprehensive loss                                                                $   (548)             $   (444)
============================================================================================================================
</TABLE>

                                                              -5-
<PAGE>
<TABLE>
<CAPTION>

Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                    For the Three Months Ended
                                                                                    --------------------------
                                                                                             March 31,
(In thousands)                                                                            2006           2005
---------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>             <C>
                                                                                            (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:

     Net earnings for the period                                                      $  3,494        $  3,260
     Adjustments to reconcile net earnings to net cash provided by
       operating activities:
            Depreciation and amortization                                                  358             346
            Amortization of core deposit intangible                                        284              72
            Gain on sale of securities                                                    (139)           (143)
            Amortization of premiums, discounts and mortgage servicing rights - net        116             325
            Proceeds from sale of loans in secondary market                             11,058           9,792
            Loans disbursed for sale in secondary market                               (10,621)         (9,338)
            Gain on sale of loans                                                         (127)           (198)
            Loss on disposition of assets                                                   --              95
            Accretion of deferred loan origination fees                                    (75)            (42)
            Loss on sale of other real estate owned                                         22              16
                Purchase of loans                                                         (450)             --

            Federal Home Loan Bank stock dividends                                        (108)            (73)
            Provision for losses on loans                                                  200             750
            Compensation expense related to stock incentive plan                            12              --
            Bank owned life insurance income                                              (150)            (79)
            Increase (decrease) in cash due to changes in:
                Prepaid expenses and other assets                                         (950)           (371)
                Accrued interest receivable                                               (129)           (566)
                Accrued interest payable and other liabilities                             (27)           (716)
                Federal income taxes
                  Current                                                                  660           1,210
                  Deferred                                                                 325             (31)
---------------------------------------------------------------------------------------------------------------
                    Net cash provided by operating activities                            3,753           4,309
CASH FLOWS USED IN INVESTING ACTIVITIES:

       Loan disbursements                                                              (78,454)        (80,265)
       Principal repayments on loans                                                    75,932          65,032
       Principal repayments on mortgage-backed securities designated
         as available for sale                                                           3,378           4,149
       Proceeds from sale of investment securities designated
         as available for sale                                                           9,611           4,501
       Proceeds from maturity of investment securities                                      38           1,290
       Proceeds from disposition of assets                                                  --               8
       Proceeds from sale of other real estate owned                                        36             688
       Purchase of investment securities designated
         as available for sale                                                         (14,640)        (27,305)
       Purchase of insurance agency                                                         --             (12)
       Decrease in federal funds sold - net                                              1,289             719
       Purchase of office premises and equipment                                        (2,227)           (594)
---------------------------------------------------------------------------------------------------------------
                    Net cash used in investing activities                               (5,037)        (31,789)
---------------------------------------------------------------------------------------------------------------
                    Net cash used in operating and investing activities
                      (balance carried forward)                                         (1,284)        (27,480)
---------------------------------------------------------------------------------------------------------------
</TABLE>

                                                      -6-
<PAGE>
<TABLE>
<CAPTION>

Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                                                                                 For the Three Months Ended
                                                                                 --------------------------
                                                                                          March 31,
(In thousands)                                                                        2006            2005
-----------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>           <C>
                                                                                       (Unaudited)

                    Net cash used in operating and investing activities
                      (balance brought forward)                                   $ (1,284)        $(27,480)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:

     Proceeds from securities sold under agreement to repurchase                    12,207           11,241
     Net increase (decrease) in deposit accounts                                     2,336           (3,889)
     Proceeds from Federal Home Loan Bank advances                                  23,000           18,000
     Repayments of Federal Home Loan Bank advances                                 (32,420)            (994)
     Repayments of notes payable                                                        --           (2,700)
     Dividends on common shares                                                     (1,054)            (949)
     Purchase of treasury shares                                                    (2,384)              --
     Proceeds from issuance of shares under stock option plan                          211              341
     Tax benefit of stock options exercised                                             81              142
-----------------------------------------------------------------------------------------------------------
                    Net cash provided by financing activities                        1,977           21,192
-----------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                   693           (6,288)
Cash and cash equivalents at beginning of period                                    24,786           31,009
-----------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                        $ 25,479         $ 24,721
===========================================================================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     Cash paid during the period for:
       Federal income taxes                                                       $     --         $     --
===========================================================================================================

       Interest on deposits and borrowings                                        $  9,394         $  6,140
===========================================================================================================

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:

     Unrealized losses on securities designated as available for sale,
       net of related tax benefits                                                $   (207)        $ (1,049)
===========================================================================================================
     Recognition of mortgage servicing rights in accordance with SFAS No. 140     $     82         $    120
===========================================================================================================
     Transfer from loans to real estate acquired through foreclosure              $     97         $     33
===========================================================================================================
</TABLE>

                                                   -7-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2006 and 2005


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

      Oak Hill Financial,  Inc. (the  "Company") is a financial  holding company
the  principal  assets of which have been its  ownership of Oak Hill Banks ("Oak
Hill")  and Oak  Hill  Financial  Insurance  ("OHFI").  The  Company  also  owns
forty-nine  percent  of Oak Hill Title  Agency,  LLC ("Oak  Hill  Title")  which
provides title services for commercial and residential real estate transactions.
Accordingly,  the Company's  results of operations are primarily  dependent upon
the results of operations of its subsidiaries.

      On April 1, 2005, the Company acquired Lawrence Financial  Holdings,  Inc.
("Lawrence  Financial") for a purchase price of approximately  $15.2 million, of
which $7.7 million was paid in cash.  In addition,  the Company  issued  221,051
shares of common stock to Lawrence Financial shareholders. The transaction added
$116.9 million in assets, $76.5 million in loans, $104.2 million in deposits and
$8.6 million in equity to the Company.

      Oak Hill conducts a general  commercial  banking  business in southern and
central Ohio which  consists of attracting  deposits from the general public and
applying those funds to the  origination of loans for  commercial,  consumer and
residential  purposes.  OHFI is an insurance agency specializing in group health
insurance and other employee benefits.

      Oak  Hill's  profitability  is  significantly  dependent  on net  interest
income,   which  is  the  difference  between  interest  income  generated  from
interest-earning  assets (i.e.,  loans and investments) and the interest expense
paid on  interest-bearing  liabilities  (i.e.,  customer  deposits  and borrowed
funds).   Net   interest   income  is  affected  by  the   relative   amount  of
interest-earning  assets  and  interest-bearing  liabilities  and  the  interest
received or paid on these balances. The level of interest rates paid or received
by Oak Hill can be significantly  influenced by a number of competitive factors,
such as governmental monetary policy, that are outside of management's control.

      The accompanying unaudited consolidated financial statements were prepared
in accordance with  instructions  for Form 10-Q and,  therefore,  do not include
information  or footnotes  necessary  for a complete  presentation  of financial
position,  results of operations  and cash flows in conformity  with  accounting
principles  generally  accepted in the United  States of  America.  Accordingly,
these financial  statements  should be read in conjunction with the consolidated
financial  statements  and notes  thereto of the Company  included in the Annual
Report  on Form  10-K  for the  year  ended  December  31,  2005.  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, 2006 are not  necessarily  indicative of the results that may be
expected for the entire year.

2. Principles of Consolidation
   ---------------------------

      The consolidated  financial statements include the accounts of the Company
and its wholly-owned  subsidiaries,  Oak Hill and OHFI. The Company  effectively
controls Oak Hill Title;  therefore,  their  accounts  are also  included in the
financial statements of the Company with the remaining ownership being accounted
for as minority interest.  All intercompany  balances and transactions have been
eliminated.

3. Liquidity and Capital Resources
   -------------------------------

      Like other financial institutions, the Company must ensure that sufficient
funds are available to meet deposit withdrawals, loan commitments, and expenses.
Control of the Company's  cash flow requires the  anticipation  of deposit flows
and  loan  payments.  The  Company's  primary  sources  of funds  are  deposits,
borrowings and principal and interest  payments on loans. The Company uses funds
from deposit  inflows,  proceeds  from  borrowings  and  principal  and interest
payments on loans  primarily  to  originate  loans,  and to purchase  short-term
investment securities and interest-bearing deposits.

      At March 31,  2006,  the Company  had $357.2  million of  certificates  of
deposit maturing within one year. It has been the Company's historic  experience
that such  certificates of deposit will be renewed with Oak Hill at market rates
of interest.  It is  management's  belief that maturing  certificates of deposit
over the next year will  similarly  be renewed  with Oak Hill at market rates of
interest.

      In the event that  certificates  of deposit cannot be renewed at prevalent
market rates,  the Company can obtain up to $220.4  million in advances from the
Federal  Home  Loan  Bank  of  Cincinnati  ("FHLB").  Also,  as  an  operational
philosophy, the Company

                                      -8-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2006 and 2005

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

seeks to obtain advances to help with asset/liability  management and liquidity.
At March 31, 2006, the Company had $114.1  million of outstanding  FHLB advances
and letters of credit.

      The Company engages in off-balance  sheet  credit-related  activities that
could  require  the Company to make cash  payments  in the event that  specified
future events occur. The contractual  amounts of these activities  represent the
maximum exposure to the Company.  However, certain off-balance sheet commitments
are expected to expire or be only partially used; therefore, the total amount of
commitments  does not  necessarily  represent  future cash  requirements.  These
off-balance  sheet  activities are necessary to meet the financing  needs of the
Company's customers.  At March 31, 2006, the Company had total off-balance sheet
contractual  commitments  consisting of $19.2 million to originate loans, $117.3
million in unused lines of credit and letters of credit  totaling $16.6 million.
Funding for these  amounts is  expected to be provided by the sources  described
above. Management believes the Company has adequate resources to meet its normal
funding requirements.

      The table below  details the amount of loan  commitments,  unused lines of
credit and letters of credit outstanding at March 31, 2006 by expiration period:

<TABLE>
<CAPTION>
                                                 One year     One to       After
(In thousands)                                   or less   three years  three years   Total
---------------------------------------------------------------------------------------------
<S>                                             <C>         <C>         <C>         <C>
Loan commitments                                $  19,194   $      --   $      --   $  19,194
Unused lines of credit                             54,404      18,025      44,869     117,298
Letters of credit                                   6,631      10,000          --      16,631
---------------------------------------------------------------------------------------------
                                                $  80,229   $  28,025   $  44,869   $ 153,123
=============================================================================================

<CAPTION>

      The table below details the amount of contractual  obligations outstanding
at March 31, 2006, by expiration date:

                                                 One year     One to       After
(In thousands)                                   or less   three years  three years   Total
---------------------------------------------------------------------------------------------
<S>                                             <C>         <C>         <C>         <C>
Office premises and equipment                   $   1,192   $      --   $      --   $   1,192
Advances from the Federal Home Loan Bank           15,856      41,561      56,282     113,699
Securities sold under agreement to repurchase      10,470          --      20,000      30,470
Subordinated debentures                                --          --      23,000      23,000
Lease obligations                                     618         915         492       2,025
---------------------------------------------------------------------------------------------
                                                $  28,136   $  42,476   $  99,774   $ 170,386
=============================================================================================
</TABLE>

4. Earnings Per Share
   ------------------

      Basic   earnings   per   common   share  is   computed   based   upon  the
weighted-average  number of common shares outstanding during the period. Diluted
earnings  per  common  share  is  computed  including  the  dilutive  effect  of
additional   potential   common  shares   issuable  under  stock  options.   The
computations were as follows for the three-month periods ended March 31:

                                                                  For the
                                                            Three Months Ended
                                                                 March 31,
                                                                2006        2005
--------------------------------------------------------------------------------
Weighted-average common shares outstanding (basic)         5,567,489   5,566,360
Dilutive effect of assumed exercise of stock options          99,884     151,821
--------------------------------------------------------------------------------
Weighted-average common shares outstanding (diluted)       5,667,373   5,718,181
================================================================================

                                      -9-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2006 and 2005

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

      Options to  purchase  119,750 and  125,450  shares of common  stock with a
weighted-average  exercise price of $37.12 and $37.21 were  outstanding at March
31, 2006 and 2005,  respectively,  but were  excluded  from the  computation  of
common share  equivalents  for the three month  periods ended March 31, 2006 and
2005 because the exercise  prices were greater than the average  market price of
the common shares.

5. Critical Accounting Policies
   ----------------------------

      The  preparation of consolidated  financial  statements in conformity with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to use judgments in making  estimates and assumptions  that
affect the reported amounts of assets,  liabilities,  revenues and expenses. The
following critical  accounting policies are based upon judgments and assumptions
by management that include inherent risks and uncertainties.

      Allowance  for  Losses  on  Loans:  The  balance  in the  allowance  is an
accounting  estimate of probable but unconfirmed and unrecorded asset impairment
that  has  occurred  in the  Company's  loan  portfolio  as of the  date  of the
consolidated  financial  statements.  It is  the  Company's  policy  to  provide
valuation  allowances  for  estimated  losses  on loans  based  upon  past  loss
experience,  adjusted for changes in trends and conditions of the certain items,
including:

o     Local market areas and national economic developments;

o     Levels of and trends in delinquencies and impaired loans;

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

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

o     Effects of any changes in lending policies and procedures;

o     Credit concentrations;

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

o     Volume and terms of loans; and

o     Current collateral values, where appropriate.

      When the collection of a loan becomes doubtful, or otherwise troubled, the
Company records a loan loss provision  equal to the difference  between the fair
value of the property securing the loan and the loan's carrying value. Unsecured
credits are charged- off upon becoming contractually delinquent for greater than
90 days.  Major  loans and major  lending  areas are  reviewed  periodically  to
determine  potential problems at an early date. The allowance for loan losses is
increased  by  charges  to  earnings  and  decreased  by  charge-offs   (net  of
recoveries).

      The Company  accounts for its  allowance for losses on loans in accordance
with SFAS No. 5, "Accounting for Contingencies,"  and SFAS No. 114,  "Accounting
by Creditors for Impairment of a Loan." Both  Statements  require the Company to
evaluate the  collectibility  of both  contractual  interest and principal  loan
payments.  SFAS No. 5 requires the accrual of a loss when it is probable  that a
loan has been impaired and the amount of the loss can be  reasonably  estimated.
SFAS No. 114 requires  that  impaired  loans be measured  based upon the present
value of expected future cash flows discounted at the loan's effective  interest
rate or, as an alternative,  at the loans' observable market price or fair value
of the collateral if the loan is collateral dependent.

      A loan is defined  under SFAS No. 114 as impaired  when,  based on current
information and events, it is probable that a creditor will be unable to collect
all amounts due according to the  contractual  terms of the loan  agreement.  In
applying the provisions of SFAS No. 114, the Company considers its investment in
one-to-four family residential loans, consumer installment loans and credit card
loans to be homogeneous and therefore excluded from separate  identification for
evaluation  of  impairment.  These  homogeneous  loan groups are  evaluated  for
impairment in accordance with SFAS No. 5. With respect to the Company's

                                      -10-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2006 and 2005

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

investment  in  commercial  and other loans,  and its  evaluation  of impairment
thereof,  management believes such loans are adequately  collateralized and as a
result impaired loans are carried as a practical  expedient at the lower of cost
or fair value.

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

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

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

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

      Goodwill and Other Intangible  Assets.  The Company has recorded  goodwill
and core deposit intangibles as a result of merger and acquisition activity.

      Goodwill represents the excess purchase price paid over the net book value
of the assets  acquired  in a merger or  acquisition.  Pursuant to SFAS No. 142,
"Goodwill and Intangible  Assets," goodwill is not amortized,  but is tested for
impairment at the reporting  unit annually and whenever an impairment  indicator
arises.  The evaluation  involves  assigning assets and liabilities to reporting
units and comparing the fair value of each  reporting unit to its carrying value
including  goodwill.  If the fair value of a reporting unit exceeds its carrying
amount, goodwill is not considered impaired.  However, if the carrying amount of
the reporting unit exceeds the fair value, goodwill is considered impaired.  The
impairment loss equals the excess of carrying value over fair value.

      Core  deposit  intangibles   represent  the  value  of  long-term  deposit
relationships  and are amortized over their estimated  useful lives. The Company
annually  evaluates these estimated useful lives. If the Company determines that
events or  circumstances  warrant a change in these estimated  useful lives, the
Company  will adjust the  amortization  of the core deposit  intangibles,  which
could affect future amortization expense.

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

      In December 2004, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 123(R),  "Share-Based Payment," which revises SFAS No. 123, "Accounting
for  Stock-Based  Compensation,"  and  supersedes  Accounting  Principles  Board
("APB")  Opinion No. 25,  "Accounting  for Stock Issued to Employees."  SFAS No.
123(R) requires that cost related to the fair value of all  equity-based  awards
to employees,  including grants of employee stock options,  be recognized in the
financial statements.

      The Company adopted the provisions of SFAS No. 123(R) effective January 1,
2006,  using the modified  prospective  transition  method,  as  permitted,  and
therefore have not restated its financial  statements  for prior periods.  Under
this method,  the Company will apply the  provisions  of SFAS No.  123(R) to new
equity-based  awards  and  to  equity-based  awards  modified,  repurchased,  or
cancelled  after  January 1, 2006.  In  addition,  the  Company  will  recognize
compensation cost for the portion of

                                      -11-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2006 and 2005

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

equity-based awards for which the requisite service period has not been rendered
("unvested equity-based awards") that are outstanding as of January 1, 2006. The
compensation  cost  recorded for unvested  equity-based  awards will be based on
their  grant-date  fair value.  For the three months  ended March 31, 2006,  the
Company  recorded  $12,000 in  compensation  cost for  equity-based  awards that
vested during the three months ended March 31, 2006.  The Company has $71,000 of
total unrecognized  compensation cost related to non-vested  equity-based awards
granted under its stock  incentive plan as of March 31, 2006,  which is expected
to be recognized over a weighted-average period of 1.3 years.

      Prior to the  adoption  of SFAS No.  123(R),  the  Company  presented  tax
benefits resulting from the exercise of stock options as operating cash flows in
the  Consolidated  Statement of Cash Flows.  SFAS No. 123(R)  requires that cash
flows from the exercise of stock options  resulting  from tax benefits in excess
of recognized cumulative compensation cost ("excess tax benefits") be classified
as financing cash flows.  The Company had $81,000 of tax benefits  classified as
financing cash flows for the three months ended March 31, 2006.

      The Company  accounted for its equity-based  compensation  awards prior to
the  adoption  of SFAS No.  123(R) by  applying  APB  Opinion No. 25 and related
Interpretations,  as permitted by SFAS No. 123. Accordingly, the Company did not
recognize any compensation  cost in its financial  statements.  Had compensation
cost been recognized in accordance with the fair value recognition provisions of
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, 2005:

                                                                   For the
                                                              Three Months Ended
                                                                  March 31,
(In thousands, except share data)                                    2005
--------------------------------------------------------------------------------
Net earnings:
     As reported                                                 $   3,260
     Stock-based compensation, net of tax                             (259)
--------------------------------------------------------------------------------
Pro-forma net earnings                                           $   3,001
================================================================================
Basic earnings per share:
     As reported                                                 $    0.59
     Stock-based compensation, net of tax                            (0.05)
--------------------------------------------------------------------------------
     Pro-forma                                                   $    0.54
================================================================================
Diluted earnings per share:
     As reported                                                 $    0.57
     Stock-based compensation, net of tax                            (0.05)
--------------------------------------------------------------------------------
     Pro-forma                                                   $    0.52
================================================================================

      There were no options  granted  during the three  months  ended  March 31,
2006. The fair value of each option granted in 2005 was estimated on the date of
grant  using  the   Black-Scholes   option-pricing   model  with  the  following
weighted-average assumptions.

                                                                   2005
                                                                 --------
Dividend yield                                                     2.4%
Expected life                                                     4 years
Expected volatility                                                38.4%
Risk-free interest rate                                            4.25%

      The expected  life of the options was based on  evaluations  of historical
and expected future employee exercise behavior.  The risk-free interest rate was
based on the United States  Treasury's rates at the dates of grant with maturity
dates approximately equal to

                                      -12-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2006 and 2005

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

the expected life at the grant date.  The expected  volatility  was based on the
historical  volatility of the Company's  stock.  The dividend yield was based on
the Company's expectation of future dividend payouts.

      The Company has a stock incentive plan that provides for grants of options
of up to  1,200,000  authorized,  but  unissued  shares  of  its  common  stock,
restricted   stock,   stock   appreciation   rights,   and  other   equity-based
compensation.  The following is a summary of the changes in outstanding  options
for the three months ended March 31, 2006 and the twelve  months ended  December
31, 2005:

<TABLE>
<CAPTION>
                                                Three Months Ended March 31, 2006         Twelve Months Ended December 31, 2005
--------------------------------------------------------------------------------------------------------------------------------
                                                                       Weighted-                                   Weighted-
                                                                        Average                                     Average
                                                                       Exercise                                    Exercise
                                                  Shares                 Price                Shares                 Price
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                  <C>                   <C>                   <C>
Outstanding at beginning of period                 484,233              $23.14                582,466               $22.21
Granted                                                                                         8,000                32.76
Exercised                                          (14,500)             $15.61                (92,800)               16.60
Forfeited                                           (5,200)             $33.91                (13,433)               33.89
-------------------------------------------------------------------------------------------------------------------------------
Outstanding at end of period                       464,533              $23.25                484,233               $23.14
===============================================================================================================================
Exercisable at end of period                       457,533                                    475,983
===============================================================================================================================
Weighted-average remaining contractual term                            7.1 years                                  7.3 years
===============================================================================================================================
</TABLE>

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

      In February 2006, the Financial  Accounting  Standards  Board (the "FASB")
issued Statement of Financial  Accounting Standard ("SFAS") No. 155, "Accounting
for Certain  Hybrid  Instruments - an amendment of FASB  Statements  No. 133 and
140," to simplify and make more consistent the accounting for certain  financial
instruments.  Specifically,  SFAS No. 155 amends SFAS No. 133,  "Accounting  for
Derivative   Instruments   and  Hedging   Activities,"   to  permit  fair  value
remeasurement  for any hybrid financial  instrument with an embedded  derivative
that otherwise would require bifurcation,  provided that the whole instrument is
accounted  for on a fair  value  basis.  SFAS  No.  155  amends  SFAS  No.  140,
"Accounting for Transfers and Servicing of Financial  Assets and  Extinguishment
of  Liabilities,"  to  allow  a  qualifying  special  purpose  entity  to hold a
derivative  instrument that pertains to a beneficial interest other than another
derivative financial instrument.

      SFAS No. 155 is effective for all financial instruments acquired or issued
after the beginning of an entity's first fiscal year that begins after September
15,  2006,  or  January  1, 2007 as to the  Company,  with  earlier  application
allowed.  The Company is currently  evaluating SFAS No. 155, but does not expect
it to have a material effect on the Company's  financial  position or results of
operations.

      In March 2006, the FASB issued SFAS No. 156,  "Accounting for Servicing of
Financial Assets - an amendment of SFAS No. 140," to simplify the accounting for
separately recognized servicing assets and servicing liabilities.  Specifically,
SFAS No.  156 amends  SFAS No.  140 to  require an entity to take the  following
steps:

            o     Separately  recognize  financial assets as servicing assets or
                  servicing  entities,  each time it undertakes an obligation to
                  service a financial  asset by entering  into certain  kinds of
                  servicing contracts;
            o     Initially measure all separately  recognized  servicing assets
                  and liabilities at fair value, if practicable, and;
            o     Separately    present   servicing   assets   and   liabilities
                  subsequently  measured  at  fair  value  in the  statement  of
                  financial   position  and  additional   disclosures   for  all
                  separately   recognized   servicing   assets   and   servicing
                  liabilities.

      Additionally,  SFAS No. 156 permits,  but does not  require,  an entity to
choose either the amortization  method or the fair value measurement  method for
measuring  each class of separately  recognized  servicing  assets and servicing
liabilities. SFAS No. 156 also

                                      -13-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2006 and 2005


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

permits a servicer that uses derivative financial instruments to offset risks on
servicing  to use fair value  measurement  when  reporting  both the  derivative
financial instrument and related servicing asset or liability.

      SFAS No. 156 applies to all  separately  recognized  servicing  assets and
liabilities  acquired or issued after the  beginning of an entity's  fiscal year
that begins after September 15, 2006, or January 1, 2007 as to the Company, with
earlier application permitted. The Company is currently evaluating SFAS No. 156,
but does not  expect it to have a  material  effect on the  Company's  financial
position or results of operations.




                                      -14-
<PAGE>

Forward-Looking Statements

This  report,  including  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations,  contains forward-looking  statements about
the Company.  These  forward-looking  statements  include  statements  regarding
financial condition,  results of operations,  plans, objectives,  and the future
performance and business of the Company, including management's establishment of
an allowance  for loan losses,  its  statements  regarding  the adequacy of such
allowance for loan losses,  and management's  belief that the allowance for loan
losses is adequate.  Forward-looking  statements  can be  identified by the fact
that they do not relate strictly to historical or current facts.

By their nature, forward-looking statements are subject to numerous assumptions,
risks,  and  uncertainties.  A number of factors could cause actual  conditions,
events,  or results to differ  significantly and materially from those described
in the forward-looking  statements.  These factors include,  but are not limited
to,  those set forth below and under the heading  "Business  Risks"  included in
Item 1 of the Company's  Annual Report on Form 10-K for the year ended  December
31, 2005 ("2005 Form 10-K"),  and other factors described in the 2005 Form 10-K,
and  from  time-to-time  in  other  filings  with the  Securities  and  Exchange
Commission.

Forward-looking  statements speak only as of the date they are made. The Company
assumes  no   obligation  to  update   forward-looking   statements  to  reflect
circumstances or events that occur after the date the forward-looking statements
were made or to reflect the occurrence of unanticipated events.

Risk Factors

Oak Hill Financial,  like other financial  companies,  is subject to a number of
risks, many of which are outside of management's control.  Management strives to
mitigate those risks while optimizing returns.  Among the risks assumed are: (1)
credit risk, which is the risk that loan customers or other counter parties will
be unable to perform their  contractual  obligations,  (2) market risk, which is
the risk that  changes in market  rates and  prices  will  adversely  affect the
Company's  financial  condition or results of  operations,  (3) liquidity  risk,
which is the risk that the Company will have insufficient cash or access to cash
to meet operating  needs,  and (4) operational  risk,  which is the risk of loss
resulting from  inadequate or failed internal  processes,  people,  systems,  or
external  events,  and (5) legal  risk,  which is the risk of legal  proceedings
against  the  Company  as  well  as  regulatory  and  governmental   reviews  or
investigations  that  arise  in  the  course  of  the  Company's  business.  The
description of the Company's business contained in Item 1 of its 2005 Form 10-K,
while not all inclusive,  discusses a number of business risks that, in addition
to the other information in this report, readers should carefully consider.

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

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the three month periods ended March 31, 2006 and 2005

Discussion  of Financial  Condition  Changes from December 31, 2005 to March 31,
--------------------------------------------------------------------------------
2006
----

      The Company's  total assets amounted to $1.2 billion at March 31, 2006, an
increase of $5.2  million,  or 0.4%,  over the total at December 31,  2005.  The
increase in assets was funded primarily through an increase of $2.3 million,  or
0.2% in deposits and a $12.2 million  increase in repurchase  agreements,  which
were partially offset by a decrease in FHLB advances of $9.4 million.

      Cash and due from banks,  federal funds sold, and  investment  securities,
including mortgage-backed securities, increased by $658,000, or 0.4%, to a total
of $161.9 million at March 31, 2006,  compared to December 31, 2005.  Investment
securities  increased by $1.3 million,  as purchases of $14.6  million  exceeded
maturities  and  repayments of $3.4 million and sales of $9.5  million.  Federal
funds sold decreased by $1.3 million during the  three-month  period ended March
31, 2006.

      Loans receivable,  including loans held for sale,  totaled $1.0 billion at
March 31, 2006, an increase of $2.0 million, or 0.2%, over the comparable totals
at December  31, 2005.  Loan  disbursements  totaled  $89.1  million  during the
three-month  period ended March 31, 2006,  which were  partially  offset by loan
sales  of  $10.9  million  and  principal  repayments  of  $75.9  million.  Loan
disbursements  decreased by $528,000  when  compared to the same period in 2005.
Sales volume increased by $1.3 million when compared to the same period in 2005.
Loan  originations  declined  primarily due to the decrease in  originations  of
commercial and other loans. Growth in the loan portfolio during the three months
ended March 31,  2006 was  comprised  of a $9.9  million,  or 1.4%,  increase in
commercial and residential  real estate loans, a $1.4 million,  or 2.6% increase
in construction and land development loans and a $3.0 million, or 2.8%, increase
in installment loans,  which were partially offset by a $12.1 million,  or 7.4%,
decrease in  commercial  and other loans and a  $208,000,  or 9.5%,  decrease in
credit card loans.  The allowance for loan losses totaled $13.7 million at March
31, 2006, an increase of $53,000,  or 0.4%, over the total at December 31, 2005.
The allowance for loan losses  represented  1.33% of the total loan portfolio at
March 31, 2006 and December 31, 2005.

                                      -15-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the three month periods ended March 31, 2006 and 2005

Net charge-offs totaled approximately $146,000 and $535,000 for the three months
ended March 31, 2006 and 2005, respectively. The Company's allowance represented
56.6% and 77.3% of  nonperforming  loans,  which totaled $24.2 million and $17.7
million at March 31, 2006 and  December  31,  2005,  respectively.  At March 31,
2006,  nonperforming  loans were  comprised  of, $16.7  million of loans secured
primarily  by  commercial  real  estate,   $7.2  million  of  loans  secured  by
one-to-four  family  residential real estate, and $344,000 in installment loans.
The Company  continues  to  diligently  explore  several  avenues to improve the
status of such loans in a timely manner. In management's opinion, based upon its
ongoing  review,  knowledge,  and current  information,  the  carrying  value of
commercial and  non-residential  credits are appropriate  and all  nonperforming
loans were adequately collateralized or reserved for at March 31, 2006.

      Deposits  totaled  $980.7  million at March 31, 2006,  an increase of $2.3
million,  or 0.2%,  over the  total at  December  31,  2005.  Brokered  deposits
continued to be an integral  part of the  Company's  overall  funding  strategy,
although to a lesser  extent,  due to  competitive  rates and lower  operational
costs compared with retail  deposits.  Brokered  deposits  totaled $63.2 million
with a  weighted-average  cost of 3.34% at March 31,  2006,  as  compared to the
$80.5  million  in  brokered  deposits  with a  3.20%  weighted-average  cost at
December 31, 2005. Proceeds from deposit growth were used primarily to fund loan
originations.

      Advances from the Federal Home Loan Bank totaled  $113.7  million at March
31, 2006, a decrease of $9.4  million,  or 7.7%,  from the total at December 31,
2005.  Securities sold under  agreements to repurchase  totaled $30.5 million at
March 31,  2006,  an increase of $12.2  million,  over the total at December 31,
2005. The increase resulted  primarily from $20.0 million in reverse  repurchase
agreements  incepted in March 2006, which were partially offset by the repayment
of $10.0 million in reverse repurchase agreements incepted in March 2005.

      The Company's  stockholders' equity amounted to $94.2 million at March 31,
2006, an increase of $153,000,  or 0.2%,  over the balance at December 31, 2005.
The increase  resulted  primarily from net earnings of $3.5 million and proceeds
from options exercised of $211,000,  which were partially offset by $1.1 million
in dividends and the Company's repurchase of 74,455 outstanding shares of common
stock at an aggregate price of $2.4 million ($32.02 per share).

Comparison of Results of Operations for the Three-Month  Periods Ended March 31,
--------------------------------------------------------------------------------
2006 and 2005
-------------

The results of  operations  for the three months  ended March 31,  2005,  do not
include  the  acquisition  of Lawrence  Financial,  as  Lawrence  Financial  was
acquired on April 1, 2005.

General
-------

      Net  earnings  for the three  months  ended  March 31, 2006  totaled  $3.5
million,  a  $234,000,  or 7.2%,  increase  over net  earnings  reported  in the
comparable  2005 period.  The  increase in earnings  resulted  primarily  from a
$5,000 increase in net interest income,  a $748,000  increase in other income, a
$285,000  decrease  in the  provision  for federal  income  tax,  and a $550,000
decrease in the provision for losses on loans,  which were partially offset by a
$1.4 million increase in general, administrative and other expenses.

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

      Total interest income for the three months ended March 31, 2006,  amounted
to $19.0  million,  an increase of $3.2 million,  or 20.2%,  from the comparable
2005 period. Interest income on loans totaled $17.4 million, an increase of $2.6
million, or 17.8%, over the 2005 period. This increase resulted primarily from a
$100.7 million,  or 10.8% increase in the average portfolio balance,  to a total
of $1.0 billion for the three  months  ended March 31,  2006,  coupled with a 41
basis point increase in the average fully-taxable equivalent yield, to 6.87% for
the three month  period  ended March 31,  2006.  Interest  income on  investment
securities and other  interest-earning  assets increased by $565,000,  or 54.5%.
This increase resulted primarily from a $41.6 million, or 40.1%, increase in the
average  portfolio  balance,  to a total of $145.5  million for the three months
ended March 31,  2006,  coupled  with a 64 basis  point  increase in the average
fully-taxable  equivalent  yield,  to 5.35% for the three months ended March 31,
2006.

      Total interest expense amounted to $9.3 million for the three months ended
March 31, 2006, an increase of $3.2 million,  or 52.4%, over the comparable 2005
period.  Interest expense on deposits increased by $2.5 million,  or 53.8%, to a
total of $7.2 million for the three  months  ended March 31, 2006.  The increase
resulted  primarily  from a $122.3  million,  or 14.3%,  increase in the average
portfolio balance, to a total of $975.8 million for the three months ended March
31,  2006,  coupled  with a 77  basis  point  increase  in the  average  cost of
deposits,  to 3.01% for the three months ended March 31, 2006.  Interest expense
on borrowings increased by $657,000,  or 47.6%, for the three months ended March
31, 2006.  The increase was due to a $27.6  million,  or 20.1%,  increase in the
average

                                      -16-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the three month periods ended March 31, 2006 and 2005

borrowings outstanding for the three months ended March 31, 2006, coupled with a
93 basis  point  increase in the average  cost of  borrowings,  to 5.01% for the
three months ended March 31, 2006.

      As a result of the  foregoing  changes in  interest  income  and  interest
expense,  net interest income increased by $5,000, or 0.1%, for the three months
ended March 31, 2006, as compared to the same period in 2005.  The interest rate
spread decreased 41 basis points,  to 3.38% for the three months ended March 31,
2006,  compared  to 3.79%  for the  three  months  ended  March  31,  2005.  The
fully-taxable  equivalent net interest  margin  decreased 41 basis points,  from
3.89% to 3.48% for the three months ended March 31, 2005 and 2006, 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 $200,000
provision  for losses on loans for the three  months  ended  March 31,  2006,  a
decrease of $550,000,  or 73.3%,  compared to same period in 2005. The provision
for losses on loans for the three  months  ended March 31,  2006 was  predicated
upon an increase of $6.5 million in nonperforming  loans,  from $17.7 million at
December 31, 2005 to $24.2 million at March 31, 2006, the $2.0 million of growth
in the  loan  portfolio,  as well as net  charge-offs  of  $146,000  during  the
quarter.

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

      Other  income  totaled  $3.3  million for the three months ended March 31,
2006,  an  increase  of  $748,000,  or 29.5%,  over the amount  reported  in the
comparable 2005 period.  This increase resulted  primarily from an $857,000,  or
38.6% increase in service fees,  charges and other income,  which were partially
offset by a $109,000,  or 34.3%, decrease in gain on sale of loans. The increase
in service  fees,  charges and other income was due  primarily to an increase in
service charges on deposits totaling $365,000,  an increase in commission income
of $149,000,  an increase in ATM fees totaling $82,000,  and an increase in bank
owned life  insurance  income of $71,000 in the 2006  quarter.  The reduction of
gain on sale of loans is  attributable  to a $65,000  decrease in gains from the
sale of Small Business  Administration loans, coupled with a $44,000 decrease in
gains from the sale of residential real estate loans.

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

      General,  administrative  and other  expense  totaled $8.2 million for the
three months ended March 31, 2006, an increase of $1.4 million,  or 19.6%,  over
the amount reported in the 2005 period.  The increase resulted  primarily from a
$718,000,  or 20.0%,  increase  in  employee  compensation  and  benefits  and a
$645,000,   or  27.9%,   increase  in  other   operating   expenses,   including
merger-related  expenses in 2005,  amortization of core deposit intangible,  and
franchise taxes,  which were partially offset by a $9,000, or 0.9%,  decrease in
occupancy and equipment expense.

      The decrease in occupancy  and  equipment  expense was due  primarily to a
$65,000,  or 18.7%,  decrease in  maintenance  contracts,  a $31,000,  or 15.3%,
decrease  in rent  expense,  and a  $36,000  decrease  in  other  occupancy  and
equipment expenses,  which were partially offset by a $67,000, or 21.9% increase
in depreciation expense and a $56,000, or 39.0% increase in utilities,  property
taxes and insurance.  The increase in other expenses  resulted  primarily from a
$211,000  increase  in  amortization  of core  deposit  intangible,  a  $263,000
increase in franchise tax expense, a $75,000 increase in marketing expense,  and
a $49,000 increase in professional fees,  coupled with incremental  increases in
other operating expenses year-to-year. The increase in compensation and benefits
resulted  primarily from an $848,000,  or 26.5%,  increase in salaries and wages
attributable  to  yearly  salary  increases  and the  addition  of  staff in the
Lawrence merger, a $61,000, or 28.7%, increase in group insurance, and a $5,000,
or 1.3% increase in payroll tax expense.

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

      The  provision for federal  income taxes  amounted to $1.0 million for the
three months ended March 31,  2006, a decrease of $285,000,  or 21.6%,  from the
amount recorded in the comparable 2005 period.  The decrease resulted  primarily
from a $125,000  increase  in New  Markets  Tax  Credits  pursuant to the Bank's
qualified  investment  in  Oak  Hill  Community  Development  Corp.,  which  was
partially offset by a $51,000,  or 1.1%,  decrease in earnings before taxes. The
effective  tax rates were 22.9% and 28.8% for the three  months  ended March 31,
2006 and 2005, respectively.

                                      -17-
<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, 2006 and 2005


Item 3:           Quantitative and Qualitative Disclosure About Market Risk
                  ---------------------------------------------------------

                  There has been no significant change from disclosures included
                  in the Company's Annual Report on Form 10-K for the year ended
                  December 31, 2005.

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

                  Disclosure  controls  and  procedures  are  controls and other
                  procedures  that  are  designed  to  ensure  that  information
                  required to be disclosed by the Company in the reports that it
                  files or submits under the  Securities Act of 1934, as amended
                  (the "Exchange  Act") is recorded,  processed,  summarized and
                  reported, within the time periods specified in the SEC's rules
                  and forms. Disclosure controls and procedures include, without
                  limitation,  controls and  procedures  designed to ensure that
                  information  required  to be  disclosed  by the Company in the
                  reports  that it files or submits  under the  Exchange  Act is
                  accumulated and  communicated  to the Company's  management as
                  appropriate  to  allow  timely  decisions  regarding  required
                  disclosure.

                  At the end of the period covered by this report, the Company's
                  management,  with the  participation  of its  chief  executive
                  officer and chief financial officer, carried out an evaluation
                  of the effectiveness of our disclosure controls and procedures
                  pursuant to Rule 13a-15  promulgated  under the Exchange  Act.
                  Based upon this  evaluation,  the  Company's  chief  executive
                  officer  and  chief  financial   officer  concluded  that  the
                  Company's disclosure controls and procedures were effective at
                  March 31, 2006.

                  The  Company's  management  also  conducted an  evaluation  of
                  internal control over financial reporting to determine whether
                  any changes  occurred during the quarter ended March 31, 2006.
                  Based  on  this  evaluation,  there  were  no  changes  in the
                  Company's  internal  control  over  financial  reporting  made
                  during the quarter ended March 31, 2006,  that have materially
                  affected,  or are reasonably likely to materially  affect, the
                  Company's internal control over financial reporting.


                                      -18-
<PAGE>


Oak Hill Financial, Inc.
PART II - OTHER INFORMATION


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

                  Not applicable.

Item 1A:          Risk Factors
                  ------------

                  There  have  been  no  material   changes  from  risk  factors
                  disclosed in the Company's  Annual Report on Form 10-K for the
                  year ended December 31, 2005.

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

<TABLE>
<CAPTION>
                                                                       Total Number of       Maximum Number
                                                                      Shares Purchased     of Shares that May
                                                                     As Part of Publicly    Yet Be Purchased
                           Total Number of        Average Price        Announce Plans        Under the Plans
                          Shares Purchased       Paid Per Share          or Programs         or Programs(1)
-------------------------------------------------------------------------------------------------------------
<S>                        <C>                    <C>                 <C>                       <C>
January 1, 2006 -
January 31, 2006                52,055                 $32.45              52,055                     --
-------------------------------------------------------------------------------------------------------------
February 1, 2006 -
February 28, 2006                   --                 $   --                  --                278,000
-------------------------------------------------------------------------------------------------------------
March 1, 2006 -
March 31, 2006                  22,400                 $31.01              22,400                255,600
=============================================================================================================

</TABLE>

(1)   During  January  2006,  the Company  completed the share  repurchase  plan
      announced on May 26, 2005.  On February  21, 2006,  the Company  announced
      that its Board of Directors had authorized  management to repurchase up to
      278,000  shares of the  Company's  common  stock  through  open  market or
      privately  negotiated  transactions.  The  authorization  does not have an
      expiration date.


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

                  Not applicable.

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

                  Not applicable.

Item 5:           Other Information
                  -----------------
                  Not applicable.


                                      -19-
<PAGE>

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

                  Exhibits:

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

                  31(a)             Certification of Chief Executive Officer, R.
                                    E.  Coffman,   Jr.,   dated  May  26,  2006,
                                    pursuant    to    Section    302    of   the
                                    Sarbanes-Oxley Act of 2002 ("SOX").

                  31(b)             Certification  of Chief  Financial  Officer,
                                    Ron J. Copher,  dated May 26, 2006, pursuant
                                    to Section 302 of SOX.

                  32(a)             Certification of Chief Executive Officer, R.
                                    E.  Coffman,   Jr.,   dated  May  26,  2006,
                                    pursuant  to  18  U.S.C.  Section  1350,  as
                                    adopted pursuant to Section 906 of SOX. -

                  32(b)             Certification  of Chief  Financial  Officer,
                                    Ron J. Copher,  dated May 26, 2006, pursuant
                                    to  18  U.S.C.   Section  1350,  as  adopted
                                    pursuant to Section 906 of SOX. -


                                      -20-

<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 26, 2006                       By:  /s/ R. E. Coffman, Jr.
                                             ------------------------------
                                             R. E. Coffman, Jr.
                                             President & Chief Executive Officer




Date: May 26, 2006                       By:  /s/ Ron J. Copher
                                             ------------------------------
                                             Ron J. Copher
                                             Chief Financial Officer