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

                                    FORM 10-Q
                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHNAGE ACT OF 1934
                    For the Quarter Ended September 30, 2003

                         Commission File Number: 0-26876

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

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

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

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

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

                                 Yes |X| No |_|

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

                                 Yes |_| No |X|

      As of November 6, 2003, the latest practicable date, 5,542,981 shares of
the Registrant's common stock, $.50 stated value, were outstanding.

<PAGE>

                            Oak Hill Financial, Inc.

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                         PART I - FINANCIAL INFORMATION

Item 1:  Financial Statements

             Consolidated Statements of Financial Condition                   3

             Consolidated Statements of Earnings                              4

             Consolidated Statements of Comprehensive Income                  5

             Consolidated Statements of Cash Flows                            6

             Notes to Consolidated Financial Statements                       8

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

Item 3:  Quantitative and Qualitative Disclosures About Market Risk          18

Item 4:  Controls and Procedures                                             18

                           PART II - OTHER INFORMATION

Item 1:  Legal Proceedings                                                   18

Item 2:  Changes in Securities and Use of Proceeds                           18

Item 3:  Default Upon Senior Securities                                      18

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

Item 5:  Other Information                                                   18

Item 6:  Exhibits and Reports on Form 8-K                                    19

Signatures                                                                   20

Certifications                                                               21


                                      -2-
<PAGE>

Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                                                              September 30,       December 31,
(In thousands, except share data)                                                                      2003               2002
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>               <C>
ASSETS

Cash and due from banks                                                                            $  23,106         $  19,118
Federal funds sold                                                                                        81             5,540
Investment securities designated as available for sale - at market                                    72,945            81,214
Investment securities designated as held to maturity - at cost (approximate market
      value of $3,517 and $2,522 at September 30, 2003 and December 31, 2002, respectively)            3,663             2,575
Loans receivable - net                                                                               776,746           700,699
Loans held for sale - at lower of cost or market                                                       1,738             1,245
Office premises and equipment - net                                                                   11,404            10,266
Other real estate owned                                                                                  475                --
Federal Home Loan Bank stock - at cost                                                                 5,938             5,764
Accrued interest receivable on loans                                                                   2,650             3,026
Accrued interest receivable on securities                                                                671               600
Goodwill - net                                                                                           413               413
Prepaid expenses and other assets                                                                      2,389             2,249
Prepaid federal income taxes                                                                           1,172               381
Deferred federal income taxes                                                                            615               539
------------------------------------------------------------------------------------------------------------------------------
              TOTAL ASSETS                                                                         $ 904,006         $ 833,629
==============================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits
      Demand                                                                                       $  70,588         $  61,847
      Savings and time deposits                                                                      614,277           601,966
------------------------------------------------------------------------------------------------------------------------------
              Total deposits                                                                         684,865           663,813
Securities sold under agreements to repurchase                                                         3,792             5,553
Advances from the Federal Home Loan Bank                                                             128,227            86,055
Notes payable                                                                                          2,950             2,750
Guaranteed preferred beneficial interests in the Corporation's
      junior subordinated debentures                                                                   5,000             5,000
Accrued interest payable and other liabilities                                                         2,669             3,577
------------------------------------------------------------------------------------------------------------------------------
              Total liabilities                                                                      827,503           766,748
Stockholders' equity
      Common stock - $.50 stated value; authorized 15,000,000 shares
        5,594,228 shares issued                                                                        2,797             2,797
      Additional paid-in capital                                                                       5,530             5,113
      Retained earnings                                                                               68,442            61,236
      Treasury stock (62,550 and 225,020 shares at September 30, 2003 and
        December 31, 2002, respectively - at cost)                                                      (965)           (3,471)
      Accumulated comprehensive income:
        Unrealized gain on securities designated as available for sale, net
           of related tax effects                                                                        699             1,206
------------------------------------------------------------------------------------------------------------------------------
              Total stockholders' equity                                                              76,503            66,881
------------------------------------------------------------------------------------------------------------------------------
              TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                           $ 904,006         $ 833,629
==============================================================================================================================
</TABLE>


                                      -3-
<PAGE>

Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
                                                                                      For the                        For the
                                                                                 Nine Months Ended             Three Months Ended
                                                                                   September 30,                   September 30,
(In thousands, except share data)                                               2003            2002            2003           2002
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>            <C>              <C>            <C>
INTEREST INCOME

Loans                                                                        $38,628        $ 39,449         $12,847        $13,085
Investment securities                                                          2,165           3,217             565          1,081
Interest-bearing deposits and other                                              198             269              63             81
-----------------------------------------------------------------------------------------------------------------------------------
              Total interest income                                           40,991          42,935          13,475         14,247
INTEREST EXPENSE

Deposits                                                                      11,851          15,016           3,800          4,802
Borrowings                                                                     3,613           3,796           1,203          1,314
-----------------------------------------------------------------------------------------------------------------------------------
              Total interest expense                                          15,464          18,812           5,003          6,116
-----------------------------------------------------------------------------------------------------------------------------------
              Net interest income                                             25,527          24,123           8,472          8,131
Provision for losses on loans                                                  2,506           1,652             966            605
-----------------------------------------------------------------------------------------------------------------------------------
              Net interest income after provision for losses on loans         23,021          22,471           7,506          7,526
OTHER INCOME

Service fees, charges and other operating                                      2,700           1,809           1,002            400
Insurance commissions                                                          2,111           1,788             718            650
Gain on sale of loans                                                          3,691           1,405           1,473            697
Gain on sale of securities                                                       256             301             109            224
Gain on sale of other assets                                                      --             437              --             --
-----------------------------------------------------------------------------------------------------------------------------------
              Total other income                                               8,758           5,740           3,302          1,971
GENERAL, ADMINISTRATIVE AND OTHER EXPENSE

Employee compensation and benefits                                            10,772           9,793           3,598          3,205
Occupancy and equipment                                                        2,161           1,789             702            598
Federal deposit insurance premiums                                                85              81              26             27
Franchise taxes                                                                   61             529              20            176
Other operating                                                                4,829           4,513           1,600          1,533
-----------------------------------------------------------------------------------------------------------------------------------
              Total general, administrative and other expense                 17,908          16,705           5,946          5,539
-----------------------------------------------------------------------------------------------------------------------------------
              Earnings before federal income taxes                            13,871          11,506           4,862          3,958
FEDERAL INCOME TAXES

Current                                                                        4,344           3,932           1,602          1,248
Deferred                                                                         186            (264)              6             19
-----------------------------------------------------------------------------------------------------------------------------------
              Total federal income taxes                                       4,530           3,668           1,608          1,267
-----------------------------------------------------------------------------------------------------------------------------------
              NET EARNINGS                                                   $ 9,341        $  7,838         $ 3,254        $ 2,691
===================================================================================================================================
              EARNINGS PER SHARE
                  Basic                                                      $  1.71        $   1.48         $   .59        $   .50
===================================================================================================================================
                  Diluted                                                    $  1.66        $   1.44         $   .57        $   .49
===================================================================================================================================
</TABLE>


                                      -4-
<PAGE>

Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                                                             For the                   For the
                                                                                        Nine Months Ended        Three Months Ended
                                                                                          September  30,            September 30,
(In thousands, except share data)                                                       2003         2002          2003        2002
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>          <C>           <C>         <C>
Net earnings                                                                         $ 9,341      $ 7,838       $ 3,254     $ 2,691
Other comprehensive income, net of tax:
      Unrealized gains (losses) on securities designated as available for sale,
        net of taxes (benefits) of ($174), $1,008, ($268) and $492, respectively        (338)       1,957          (520)        954
      Reclassification adjustment for realized gains included in net earnings,
        net of taxes of $87, $102, $37 and $76, respectively                            (169)        (199)          (73)       (148)
-----------------------------------------------------------------------------------------------------------------------------------
Comprehensive income                                                                 $ 8,834      $ 9,596       $ 2,661     $ 3,497
===================================================================================================================================
Accumulated comprehensive income                                                     $   699      $ 1,697       $   699     $ 1,697
===================================================================================================================================
</TABLE>


                                      -5-
<PAGE>

Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                      For the Nine Months Ended
                                                                                            September 30,
(In thousands)                                                                           2003              2002
---------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

      Net earnings for the period                                                   $   9,341         $   7,838
      Adjustments to reconcile net earnings to net cash provided by
        (used in) operating activities:
              Depreciation and amortization                                               713               429
              Gain on sale of securities                                                 (256)             (301)
              Amortization of premiums and discounts on investment
                  securities - net                                                      1,022               649
              Proceeds from sale of loans in secondary market                         164,503            66,454
              Loans disbursed for sale in secondary market                           (163,450)          (66,168)
              Gain on sale of loans                                                    (1,546)             (705)
              Gain on disposition of assets                                               (15)             (314)
              Amortization of deferred loan origination costs and fees - net              (37)              190
              Federal Home Loan Bank stock dividends                                     (174)             (192)
              Provision for losses on loans                                             2,506             1,652
              Increase (decrease) in cash due to changes in:
                  Prepaid expenses and other assets                                      (140)             (885)
                  Accrued interest receivable                                             305                54
                  Accrued interest payable and other liabilities                         (908)              (22)
                  Federal income taxes
                     Current                                                             (791)           (1,420)
                     Deferred                                                             186              (264)
---------------------------------------------------------------------------------------------------------------
                        Net cash provided by operating activities                      11,259             6,995
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:

        Loan disbursements                                                           (331,466)         (299,575)
        Principal repayments on loans                                                 252,475           250,920
        Principal repayments on mortgage-backed securities designated
           as available for sale                                                       25,325            10,170
        Proceeds from sale of investment securities designated
           as available for sale                                                        5,361            26,142
        Proceeds from maturity of investment securities                                   190             5,150
        Proceeds from disposition of assets                                                54               352
        Purchase of investment securities designated
           as available-for-sale                                                      (24,132)          (50,328)
        Purchase of investment securities designated
           as held-to-maturity                                                         (1,098)           (1,050)
        Decrease in federal funds sold - net                                            5,459             4,664
        Purchase of McNelly Insurance Agency                                               --               (97)
        Purchase of Federal Home Loan Bank stock                                           --              (152)
        Purchase of office premises and equipment                                      (1,890)           (1,221)
---------------------------------------------------------------------------------------------------------------
                        Net cash used in investing activities                         (69,722)          (55,025)
---------------------------------------------------------------------------------------------------------------
                        Net cash used in operating and investing activities
                          (balance carried forward)                                   (58,463)          (48,030)
---------------------------------------------------------------------------------------------------------------
</TABLE>


                                      -6-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                For the Nine Months Ended
                                                                                                      September 30,
(In thousands)                                                                                     2003              2002
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>               <C>
                        Net cash used in operating and investing activities
                          (balance brought forward)                                           $ (58,463)        $ (48,030)
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:

      Proceeds (repayments) from securities sold under agreement to repurchase                   (1,761)            1,975
      Net increase in deposit accounts                                                           21,052            50,409
      Proceeds from Federal Home Loan Bank advances                                             830,874           145,295
      Repayments of Federal Home Loan Bank advances                                            (788,702)         (139,891)
      Proceeds from notes payable                                                                 2,900                --
      Repayments of notes payable                                                                (2,700)               --
      Dividends on common shares                                                                 (2,135)           (1,912)
      Proceeds from issuance of shares under stock option plan                                    2,923             1,230
-------------------------------------------------------------------------------------------------------------------------
                        Net cash provided by financing activities                                62,451            57,106
-------------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                                         3,988             9,076
Cash and cash equivalents at beginning of period                                                 19,118            18,915
-------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalent at end of period                                                     $  23,106         $  27,991
=========================================================================================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

      Cash paid during the period for:
        Federal income taxes                                                                  $   4,556         $   5,218
=========================================================================================================================
        Interest on deposits and borrowings                                                   $  15,775         $  19,511
=========================================================================================================================

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:

      Unrealized gains (losses) on securities designated as available for sale,
        net of related tax effects                                                            $    (507)        $   1,758
=========================================================================================================================
      Recognition of mortgage servicing rights in accordance with SFAS No. 140                $   2,145         $     700
=========================================================================================================================
      Transfer from loans to real estate acquired through foreclosure                         $   1,153         $   1,538
=========================================================================================================================
      Issuance of loans upon sale of real estate acquired through foreclosure                 $     678         $   1,760
=========================================================================================================================

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

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


                                      -7-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine and three month periods ended September 30, 2003 and 2002

1. Basis of Presentation

      Oak Hill Financial, Inc. (the "Company") is a financial holding company
the principal assets of which have been its ownership of Oak Hill Banks ("Oak
Hill"), Towne Bank ("Towne"), (collectively "Banks"), Action Finance Company
("Action") and McNelly, Patrick and Associates ("MPA"). Accordingly, the
Company's results of operations are primarily dependent upon the results of
operations of its subsidiaries. During 2002, the Board of Directors of the
Company, Oak Hill and Towne approved a business plan whereby the Banks merged on
November 30, 2002 into a single bank charter under the name Oak Hill Banks.
Hereinafter, the consolidated financial statements use the term "Oak Hill" to
describe the preexisting individual banks owned by the Company.

      Oak Hill conducts a general commercial banking business in southern and
central Ohio which consists of attracting deposits from the general public and
applying those funds to the origination of loans for commercial, consumer and
residential purposes. Action is a consumer finance company that originates
installment and home equity loans. Oak Hill's and Action's profitability are
significantly dependent on net interest income, which is the difference between
interest income generated from interest-earning assets (i.e., loans and
investments) and the interest expense paid on interest-bearing liabilities
(i.e., customer deposits and borrowed funds). Net interest income is affected by
the relative amount of interest-earning assets and interest-bearing liabilities
and the interest received or paid on these balances. The level of interest rates
paid or received by Oak Hill and Action can be significantly influenced by a
number of competitive factors, such as governmental monetary policy, that are
outside of management's control.

      The Company also owns forty-nine percent of Oak Hill Title Agency, LLC
("Oak Hill Title") which provides title services for commercial and residential
real estate transactions. Oak Hill Title commenced operations in January 2002.

      The accompanying unaudited consolidated financial statements were prepared
in accordance with instructions for Form 10-Q and, therefore, do not include
information or footnotes necessary for a complete presentation of financial
position, results of operations and cash flows in conformity with accounting
principles generally accepted in the United States of America. Accordingly,
these financial statements should be read in conjunction with the consolidated
financial statements and notes thereto of the Company included in the Annual
Report on Form 10-K for the year ended December 31, 2002. However, all
adjustments (consisting of normal recurring accruals), which, in the opinion of
management, are necessary for a fair presentation of the consolidated financial
statements, have been included. The results of operations for the nine and three
months ended September 30, 2003 are not necessarily indicative of the results
that may be expected for the entire year.

2. Principles of Consolidation

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

3. Liquidity and Capital Resources

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

      At September 30, 2003, the Company had $227.4 million of certificates of
deposit maturing within one year. It has been the Company's historic experience
that such certificates of deposit will be renewed with Oak Hill at market rates
of interest. It is management's belief that maturing certificates of deposit
over the next year will similarly be renewed with Oak Hill at market rates of
interest without a material adverse effect on the results of operations.

      In the event that certificates of deposit cannot be renewed at prevalent
market rates, the Company can obtain up to $152.1 million in advances from the
Federal Home Loan Bank of Cincinnati (FHLB). Also, as an operational philosophy,
the Company seeks to obtain advances to help with asset/liability management and
liquidity. At September 30, 2003, the Company had $128.2 million of outstanding
FHLB advances.


                                      -8-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine and three month periods ended September 30, 2003 and 2002

3. Liquidity and Capital Resources (continued)

      At September 30, 2003, loan commitments, or loans committed but not
closed, totaled $39.1 million. Additionally, the Company had unused lines of
credit and letters of credit totaling $110.7 million and $11.7 million,
respectively. Funding for these amounts is expected to be provided by the
sources described above. Management believes the Company has adequate resources
to meet its normal funding requirements.

4. Earnings Per Share

      Basic earnings per common share is computed based upon the
weighted-average number of common shares outstanding during the period. Diluted
earnings per common share is computed including the dilutive effect of
additional potential common shares issuable under stock option. The computations
were as follows for the nine and three-month periods ended September 30:

<TABLE>
<CAPTION>
                                                                        For the                         For the
                                                                   Nine Months Ended              Three Months Ended
                                                                     September 30,                   September 30,
                                                                    2003          2002             2003          2002
---------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>           <C>              <C>           <C>
Weighted-average common shares outstanding (basic)             5,467,958     5,303,656        5,517,166     5,334,226
Dilutive effect of assumed exercise of stock options             145,117       120,572          166,701       147,682
---------------------------------------------------------------------------------------------------------------------
Weighted-average common shares outstanding (diluted)           5,613,075     5,424,228        5,683,867     5,481,908
=====================================================================================================================
</TABLE>

5. Effects of Recent Accounting Pronouncements

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

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

      In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 requires a guarantor
entity, at the inception of a guarantee covered by the measurement provisions of
the interpretation, to record a liability for the fair value of the obligation
undertaken in issuing the guarantee. The Bank has financial letters of credit
which require the Bank to make payment if the customer's financial condition
deteriorates, as defined in the agreements. FIN 45 requires the Bank to record a
liability generally equal to fees received for these letters of credit when
guaranteeing obligations. FIN 45 applies prospectively to guarantees the Bank
issues or modifies subsequent to December 31, 2002.

      The maximum potential undiscounted amount of future payments of these
letters of credit as of September 30, 2003 is $11.7 million. Such letters of
credit have terms of one year. Amounts due under these letters of credit would
be reduced by any proceeds that the Bank would be able to obtain in liquidating
the collateral for the loans, which varies depending on the customer.


                                      -9-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine and three month periods ended September 30, 2003 and 2002

5. Effects of Recent Accounting Pronouncements (continued)

      In January 2003, the FASB issued FIN 46, "Consolidation of Variable
Interest Entities." FIN 46 requires a variable interest entity to be
consolidated by a company if that company is subject to a majority of the risk
of loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns, or both. FIN 46 also requires
disclosures about variable interest entities that a company is not required to
consolidate, but in which it has a significant variable interest. The
consolidation requirements of FIN 46 apply immediately to variable interest
entities created after January 31, 2003. The consolidation requirements apply to
existing entities in the first fiscal year or interim period beginning after
June 15, 2003. Certain of the disclosure requirements apply in all financial
statements issued after January 31, 2003, regardless of when the variable
interest entity was established. The Company adopted FIN 46 without material
effect on its financial condition or results of operations.

      In April 2003 the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" which clarifies certain
implementation issues raised by constituents and amends SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," to include the
conclusions reached by the FASB on certain FASB Staff Implementation Issues
that, while inconsistent with Statement 133's conclusions, were considered by
the Board to be preferable; amends SFAS No. 133's discussion of financial
guarantee contracts and the application of the shortcut method to an
interest-rate swap agreement that includes an embedded option and amends other
pronouncements.

      The guidance in Statement 149 is effective for new contracts entered into
or modified after June 30, 2003 and for hedging relationships designated after
that date. Management adopted SFAS No. 149 effective July 1, 2003, as required,
without a material effect on the Company's financial position or results of
operations.

      In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity",
which changes the classification in the statement of financial position of
certain common financial instruments from either equity or mezzanine
presentation to liabilities and requires an issuer of those financial statements
to recognize changes in fair value or redemption amount, as applicable, in
earnings. SFAS No. 150 requires an issuer to classify certain financial
instruments as liabilities, including mandatorily redeemable preferred and
common stocks.

      SFAS No. 150 is effective for financial instruments entered into or
modified after May 31, 2003 and, with one exception, is effective at the
beginning of the first interim period beginning after June 15, 2003 (July 1,
2003 as to the Company). The effect of adopting SFAS No. 150 must be recognized
as a cumulative effect of an accounting change as of the beginning of the period
of adoption. Restatement of prior periods is not permitted. Management adopted
SFAS No. 150 effective July 1, 2003, as required, without material effect on the
Company's financial condition or results of operations.

6. Critical Accounting Policies

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

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


                                      -10-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine and three month periods ended September 30, 2003 and 2002

6. Critical Accounting Policies (continued)

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

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

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

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

7. Stock Option Plan

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

      The Company applies APB Opinion No. 25 and related Interpretations in
accounting for its stock option plan. Accordingly, no compensation cost has been
recognized for the plan. Had compensation cost for the Company's stock option
plan been determined based on the fair value at the grant dates for awards under
the plan consistent with the accounting method utilized in SFAS No. 123, the
Company's net earnings and earnings per share would have been reduced to the
pro-forma amounts indicated on the next page for the nine and three month
periods ended September 30:


                                      -11-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine and three month periods ended September 30, 2003 and 2002

7. Stock Option Plan (continued)

<TABLE>
<CAPTION>
                                                             For the                            For the
                                                       Nine Months Ended                  Three Months Ended
                                                          September 30,                      September 30,
(In thousands, except share data)                     2003              2002              2003              2002
----------------------------------------------------------------------------------------------------------------
<S>                                              <C>               <C>               <C>               <C>
Net earnings:
     As reported                                 $   9,341         $   7,838         $   3,254         $   2,691
     Stock-based compensation, net of tax              (87)             (100)              (29)              (33)
----------------------------------------------------------------------------------------------------------------
Pro-forma net earnings                           $   9,254         $   7,738         $   3,225         $   2,658
================================================================================================================
Basic earnings per share:
     As reported                                 $    1.71         $    1.48         $     .59         $     .50
     Stock-based compensation, net of tax             (.02)             (.02)             (.01)
----------------------------------------------------------------------------------------------------------------
     Pro-forma                                   $    1.69         $    1.46         $     .58         $     .50
================================================================================================================
Diluted earnings per share:
     As reported                                 $    1.66         $    1.44         $     .57         $     .49
     Stock-based compensation, net of tax             (.01)             (.01)             (.01)
----------------------------------------------------------------------------------------------------------------
     Pro-forma                                   $    1.65         $    1.43         $     .57         $     .48
================================================================================================================
</TABLE>

      The fair value of each option granted is estimated on the date of grant
using the modified Black-Scholes options-pricing model with the following
weighted-average assumptions used for grants in 2002 and 2001: dividend yield of
2.3% and 2.8% for 2002 and 2001, respectively; expected volatility of 30.0% for
2002 and 10.0% for 2001; risk-free interest rates of 4.00% and 4.50% for 2002
and 2001, respectively and expected lives of 10 years.

      A summary of the status of the Company's Stock Option Plan as of September
30, 2003 and December 31, 2002 and 2001 and changes during the periods ended on
those dates is presented below:

<TABLE>
<CAPTION>
                                                       Nine months ended                            Year Ended
                                                          September 30,                            December 31,

                                                              2003                       2002                       2001
-----------------------------------------------------------------------------------------------------------------------------------
                                                                   Weighted-                   Weighted-                   Weighted-
                                                                    average                     average                     average
                                                                   exercise                    exercise                    exercise
                                                       Shares        price        Shares         price       Shares          price
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>          <C>           <C>           <C>           <C>           <C>
Outstanding at beginning of period                     722,842     $  15.28       825,526      $  14.96      713,301       $  14.75
Granted                                                     --           --         1,000        21.85       157,550         15.05
Exercised                                             (169,812)       13.80      (101,284)        12.73      (27,825)          8.67
Forfeited                                               (3,000)       15.05        (2,400)        14.96      (17,500)         16.98
-----------------------------------------------------------------------------------------------------------------------------------
Outstanding at end of period                           550,030     $  15.44       722,842      $  15.28      825,526       $  14.96
===================================================================================================================================
Options exercisable at period end                      493,480                    644,967                    657,144
===================================================================================================================================
Weighted-average fair value of options granted
     during the period                                                   --                    $   7.25                    $   2.34
===================================================================================================================================
</TABLE>


                                      -12-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine and three month periods ended September 30, 2003 and 2002

7. Stock Option Plan (continued)

      The following information applies to options outstanding at September 30,
2003:

Range of exercise prices                                Number outstanding
--------------------------------------------------------------------------
      $ 2.79 - $ 4.19                                                7,102
      $ 4.20 - $ 6.30                                                   --
      $ 6.31 - $ 9.47                                               21,900
      $ 9.48 - $14.22                                               17,500
      $14.23 - $21.35                                              502,528
      $21.36 - $21.85                                                1,000
--------------------------------------------------------------------------
            Total                                                  550,030
==========================================================================

   Weighted-average exercise price                                  $15.44
   Weighted-average remaining contractual life                   6.6 years


                                      -13-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the nine and three month periods ended September 30, 2003 and 2002

Discussion of Financial Condition Changes from December 31, 2002 to September
30, 2003

      The Company's total assets amounted to $904.0 million at September 30,
2003, an increase of $70.4 million, or 8.4%, over the total at December 31,
2002. The increase in assets was funded primarily through an increase in
deposits of $21.1 million, an increase in FHLB advances of $42.2 million and an
increase in stockholders' equity of $9.6 million.

      Cash and due from banks, federal funds sold, and investment securities,
including mortgage-backed securities, decreased by $8.7 million, or 8.0%, to a
total of $99.8 million at September 30, 2003, compared to December 31, 2002.
Investment securities decreased by $7.2 million, as maturities and repayments of
$25.5 million and sales of $5.4 million exceeded purchases of $25.2 million.
Federal funds sold decreased by $5.5 million during the nine-month period ended
September 30, 2003.

      Loans receivable totaled $778.5 million at September 30, 2003, an increase
of $76.5 million, or 10.9%, over total loans at December 31, 2002. Loan
disbursements totaled $494.9 million during the nine-month period ended
September 30, 2003, which were partially offset by loan sales of $163.0 million
and principal repayments of $252.5 million. Loan disbursements and sales volume
increased by $129.2 million and $97.2 million, respectively, as compared to the
same period in 2002. The continued low interest rate environment during the
nine-month period ended September 30, 2003 contributed to the overall increases
in loan origination and sales volume, as borrowers refinanced loans to lower
interest rates and Oak Hill generally sold such lower interest rate loans in the
secondary market. Growth in the loan portfolio during the nine months ended
September 30, 2003 was comprised of a $9.1 million, or 7.0%, increase in
commercial and other loans, a $67.4 million, or 13.3%, increase in commercial
and residential real estate loans and a $568,000, or 0.8%, increase in
installment loans, which were partially offset by a $250,000, or 14.8%, decrease
in credit card loans. The Company's allowance for loan losses totaled $10.3
million at September 30, 2003, an increase of $1.2 million, or 13.0%, over the
total at December 31, 2002. The allowance for loan losses represented 1.31% and
1.29% of the total loan portfolio at September 30, 2003 and December 31, 2002,
respectively. Net charge-offs totaled approximately $1.3 million and $1.1
million for the nine months ended September 30, 2003 and 2002, respectively. The
Company's allowance represented 127.9% and 125.3% of nonperforming loans, which
totaled $8.1 million and $7.3 million at September 30, 2003 and December 31,
2002, respectively. At September 30, 2003, nonperforming loans were comprised of
$1.2 million in installment loans, $5.1 million of loans secured primarily by
commercial real estate and $1.8 million of loans secured by one-to-four family
residential real estate. In management's opinion, all nonperforming loans were
adequately collateralized or reserved for at September 30, 2003.

      Deposits totaled $684.9 million at September 30, 2003, an increase of
$21.1 million, or 3.2%, over the $663.8 million total at December 31, 2002. The
increase resulted primarily from new brokered certificates of deposit and
management's marketing efforts to attract demand deposits. Proceeds from deposit
growth were used primarily to fund loan originations during the period.

      Advances from the Federal Home Loan Bank totaled $128.2 million at
September 30, 2003, an increase of $42.2 million, or 49.0%, over the December
31, 2002 total. In recognition of the continued low interest rate environment
during the nine months ended September 30, 2003, management obtained generally
longer term and lower cost advances, compared to the maturities and cost of
advances obtained from the Federal Home Loan Bank during the same period in
2002. Proceeds from Federal Home Loan Bank advances were primarily used to fund
loan originations during the period.

      The Company's stockholders' equity amounted to $76.5 million at September
30, 2003, an increase of $9.6 million, or 14.4%, over the balance at December
31, 2002. The increase resulted primarily from net earnings of $9.3 million and
proceeds of $2.9 million from options exercised, which were partially offset by
$2.1 million in dividends declared on common stock and a $507,000 decrease in
the unrealized gains on securities available for sale.


                                      -14-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the nine and three month periods ended September 30, 2003 and 2002

Comparison of Results of Operations for the Nine-Month Periods Ended September
30, 2003 and 2002

General

      Net earnings for the nine months ended September 30, 2003 totaled $9.3
million, a $1.5 million, or 19.2%, increase over the net earnings reported in
the comparable 2002 period. The increase in earnings resulted primarily from a
$1.4 million increase in net interest income and a $3.0 million increase in
other income, which were partially offset by an $854,000 increase in the
provision for losses on loans, a $1.2 million increase in general,
administrative and other expense, and an $862,000 increase in the provision for
federal income taxes.

Net Interest Income

      Total interest income for the nine months ended September 30, 2003,
amounted to $41.0 million, a decrease of $1.9 million, or 4.5%, from the $42.9
million recorded in the comparable 2002 period. Interest income on loans totaled
$38.6 million, a decrease of $821,000, or 2.1%, from the 2002 period. This
decrease resulted primarily from a 71 basis point decrease in the average
fully-taxable equivalent yield, to 7.01% for the nine month period ended
September 30, 2003, which was partially offset by a $53.6 million, or 7.8%,
increase in the weighted-average ("average") portfolio balance, to a total of
$738.4 million for the nine months ended September 30, 2003. Interest income on
investment securities and other interest-earning assets decreased by $1.1
million, or 32.2%. The decrease resulted primarily from a 115 basis point
decrease in the average fully-taxable equivalent yield, to 4.08% for the nine
months ended September 30, 2003, coupled with a $10.0 million, or 10.2%,
decrease in the average portfolio balance, to a total of $87.6 million for the
nine months ended September 30, 2003.

      Total interest expense amounted to $15.5 million for the nine months ended
September 30, 2003, a decrease of $3.3 million, or 17.8%, from the $18.8 million
recorded in the comparable 2002 period. Interest expense on deposits decreased
by $3.2 million, or 21.1%, to a total of $11.9 million for the nine months ended
September 30, 2003. The decrease resulted primarily from a 104 basis point
decrease in the average cost of deposits, to 2.37% for the nine months ended
September 30, 2003, which was partially offset by a $79.4 million, or 13.5%,
increase in the average portfolio balance, to a total of $667.3 million for the
nine months ended September 30, 2003. Interest expense on borrowings decreased
by $183,000, or 4.8%, for the nine months ended September 30, 2003. The decrease
was due to a 66 basis point decrease in the average cost of borrowings, to
4.39%, which was partially offset by a $9.4 million, or 9.4%, increase in the
average borrowings outstanding for the nine months ended September 30, 2003. The
decrease in the level of yields on interest-earning assets and the cost of
interest-bearing liabilities was primarily due to the continued lower interest
rate environment for the nine month periods ended September 30, 2003 and 2002,
respectively.

      As a result of the foregoing changes in interest income and interest
expense, net interest income increased by $1.4 million, or 5.8%, for the nine
months ended September 30, 2003, as compared to the same period in 2002. The
interest rate spread increased by 28 basis points to 4.04% for the nine months
ended September 30, 2003, compared to 3.76% for the nine months ended September
30, 2002. The fully-taxable equivalent net interest margin remained unchanged at
4.20% for the nine months ended September 30, 2003 and 2002, 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, trends in the level of delinquent and problem loans,
the volume and type of lending conducted by the Company, the status of past due
principal and interest payments including any adverse situations that may affect
the borrower's ability to repay and general economic conditions, particularly as
such conditions relate to the Company's market area. As a result of such
analysis, management recorded a $2.5 million provision for losses on loans for
the nine months ended September 30, 2003, an increase of $854,000, or 51.7%,
compared to the same period in 2002. The provision for losses on loans for the
nine months ended September 30, 2003 was predicated primarily upon the $76.5
million of growth in the gross loan portfolio, the increase in nonperforming
loans from $7.3 million at December 31, 2002 to $8.1 million at September 30,
2003 and the $1.3 million of loans charged-off during the current nine-month
period.

      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, 2003, future adjustments to the allowance could be
necessary and net earnings could be affected if circumstances and/or economic
conditions differ substantially from the assumptions used in making the initial
determinations.


                                      -15-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the nine and three month periods ended September 30, 2003 and 2002

Other Income

      Other income totaled $8.8 million for the nine months ended September 30,
2003, an increase of $3.0 million, or 52.6%, over the amount reported in the
comparable 2002 period. This increase resulted primarily from a $2.3 million
increase in gain on sale of loans, a $323,000, or 18.1%, increase in insurance
commissions, an $891,000, or 49.3%, increase in service fees, charges and other
income, which were partially offset by a $45,000 decrease in gain on sale of
investment securities and the $437,000 gain on sale of assets recorded in the
2002 period. The increase in gain on sale of loans resulted from an increase in
the volume of loans sold. The increase in insurance commissions was due
primarily to increased premiums realized on sales of group health insurance. The
increase in service fees, charges and other income was due primarily to an
increase in overdraft fees totaling $827,000, or 84.6%, for the nine months
ended September 30, 2003, which were a result from a new overdraft protection
program implemented in late March 2003.

General, Administrative and Other Expense

      General, administrative and other expense totaled $17.9 million for the
nine months ended September 30, 2003, an increase of $1.2 million, or 7.2%, over
the amount reported in the 2002 period. The increase resulted primarily from a
$979,000, or 10.0%, increase in employee compensation and benefits, a $372,000,
or 20.8%, increase in occupancy and equipment and a $316,000, or 7.0%, increase
in other operating expenses, which were partially offset by a $468,000 decrease
in franchise taxes.

      The increase in employee compensation and benefits resulted primarily from
increased staffing levels required in connection with the establishment of new
branch locations, additional management staffing and normal merit increases. The
increase in occupancy and equipment expense was due primarily to a $69,000, or
15.3%, increase in rent expense, a $76,000, or 15.5%, increase in maintenance
contracts and a $126,000, or 21.5%, increase in depreciation expense. The
increase in other operating expenses resulted primarily from a $20,000, or 4.9%,
increase in insurance commissions, a $39,000, or 27.0%, increase in computer and
PC software expenses, a $96,000, or 27.4%, increase in credit and collection
costs, a $61,000, or 18.6%, increase in telephone costs, a $66,000 increase in
expenses related to minority ownership interests in Oak Hill Title, a $121,000
increase in consulting fees which are based upon the increase in overdraft fees
and incremental increases in other operating expenses year-to-year, which were
partially offset by an $84,000, or 16.0%, decrease in professional fees. The
decrease in franchise taxes was attributable to a one-time tax savings for 2003
resulting from the previously mentioned Oak Hill-Towne merger.

Federal Income Taxes

      The provision for federal income taxes amounted to $4.5 million for the
nine months ended September 30, 2003, an increase of $862,000, or 23.5%, over
the $3.7 million recorded in comparable 2002 period. The increase resulted
primarily from a $2.4 million, or 20.6%, increase in earnings before taxes. The
effective tax rates were 32.7% and 31.9% for the nine months ended September 30,
2003 and 2002, respectively.

Comparison of Results of Operations for the Three-Month Periods Ended September
30, 2003 and 2002

General

      Net earnings for the three months ended September 30, 2003 totaled $3.3
million, a $563,000, or 20.9%, increase over the net earnings reported in the
comparable 2002 period. The increase in earnings resulted primarily from a
$341,000 increase in net interest income and a $1.3 million increase in other
income, which were partially offset by a $361,000 increase in the provision for
losses on loans, a $407,000 increase in general, administrative and other
expense, and a $341,000 increase in the provision for federal income taxes.

Net Interest Income

      Total interest income for the three months ended September 30, 2003,
amounted to $13.5 million, a decrease of $772,000, or 5.4%, from the $14.2
million recorded in the comparable 2002 period. Interest income on loans totaled
$12.8 million, a decrease of $238,000, or 1.8%, from the 2002 period. This
decrease resulted primarily from a 72 basis point decrease in the average
fully-taxable equivalent yield, to 6.70% for the three month period ended
September 30, 2003, which was partially offset by a $61.4 million, or 8.8%,
increase in the weighted-average ("average") portfolio balance, to a total of
$762.7 million for the three months ended September 30, 2003. Interest income on
investment securities and other interest-earning assets decreased by $534,000,
or 46.0%. The decrease resulted primarily from a 165 basis point decrease in the
average fully-taxable equivalent yield, to 3.45% for the three months ended
September 30, 2003, coupled with a $13.8 million, or 14.2%, decrease in the
average portfolio balance, to a total of $83.6 million for the three months
ended September 30, 2003.


                                      -16-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the nine and three month periods ended September 30, 2003 and 2002

      Total interest expense amounted to $5.0 million for the three months ended
September 30, 2003, a decrease of $1.1 million, or 18.2%, from the $6.1 million
recorded in the comparable 2002 period. Interest expense on deposits decreased
by $1.0 million, or 20.9%, to a total of $3.8 million for the three months ended
September 30, 2003. The decrease resulted primarily from a 98 basis point
decrease in the average cost of deposits, to 2.22% for the three months ended
September 30, 2003, which was partially offset by an $83.9 million, or 14.1%,
increase in the average portfolio balance, to a total of $678.1 million for the
three months ended September 30, 2003. Interest expense on borrowings decreased
by $111,000, or 8.4%, for the three months ended September 30, 2003. The
decrease was due to a 72 basis point decrease in the average cost of borrowings,
to 4.12%, which was partially offset by an $8.1 million, or 7.5%, increase in
the average borrowings outstanding for the three months ended September 30,
2003. The decrease in the level of yields on interest-earning assets and the
cost of interest-bearing liabilities was primarily due to the continued lower
interest rate environment for the three month periods ended September 30, 2003
and 2002, respectively.

      As a result of the foregoing changes in interest income and interest
expense, net interest income increased by $341,000, or 4.2%, for the three
months ended September 30, 2003, as compared to the same period in 2002. The
interest rate spread increased by 20 basis points, to 3.88% for the three months
ended September 30, 2003, compared to 3.68% for the three months ended September
30, 2002. The fully-taxable equivalent net interest margin decreased by 7 basis
points, from 4.10% to 4.03% for the three months ended September 30, 2002 and
2003, respectively.

Provision for Losses on Loans

      A provision for losses on loans is charged to earnings to bring the total
allowance for loan losses to a level considered appropriate by management based
on historical experience, trends in the level of delinquent and problem loans,
the volume and type of lending conducted by the Company, the status of past due
principal and interest payments including any adverse situations that may affect
the borrower's ability to repay and general economic conditions, particularly as
such conditions relate to the Company's market area. As a result of such
analysis, management recorded a $966,000 provision for losses on loans for the
three months ended September 30, 2003, an increase of $361,000, or 59.7%,
compared to same period in 2002. The provision for losses on loans for the three
months ended September 30, 2003 was predicated primarily upon the $37.6 million
of growth in the gross loan portfolio, the increase in nonperforming loans from
$8.0 million at June 30, 2003 to $8.1 million at September 30, 2003 and the
$454,000 of loans charged-off during the current quarter.

Other Income

      Other income totaled $3.3 million for the three months ended September 30,
2003, an increase of $1.3 million, or 67.5%, over the amount reported in the
comparable 2002 period. This increase resulted primarily from a $776,000
increase in gain on sale of loans, a $68,000, or 10.5%, increase in insurance
commissions, and a $602,000, or 150.5%, increase in service fees, charges and
other income, which were partially offset by a $115,000, or 51.3%, decrease in
gain on investment securities transactions. The increase in gain on sale of
loans resulted from an increase in the volume of loans sold. The increase in
insurance commissions was due primarily to increased premiums on sales of group
health insurance. The increase in service fees, charges and other income was due
primarily to an increase in overdraft fees totaling $412,000, or 124.0%, for the
three months ended September 30, 2003, which were a result from a new overdraft
protection program implemented in late March 2003.

General, Administrative and Other Expense

      General, administrative and other expense totaled $5.9 million for the
three months ended September 30, 2003, an increase of $407,000, or 7.3%, over
the amount reported in the 2002 period. The increase resulted primarily from a
$393,000, or 12.3%, increase in employee compensation and benefits, a $104,000,
or 17.4%, increase in occupancy and equipment and a $67,000, or 4.4%, increase
in other expenses, which were partially offset by a $156,000, decrease in
franchise taxes.

      The increase in employee compensation and benefits resulted primarily from
increased staffing levels required in connection with the establishment of new
branch locations, additional management staffing and normal merit increases. The
increase in occupancy and equipment expense was due primarily to a $50,000, or
25.8%, increase in depreciation expense and a $19,000, or 24.5%, increase in
utilities and taxes, which were partially offset by a $12,000, or 7.1% decrease
in rent expense. The increase in other expenses resulted primarily from a
$31,000, or 24.9%, increase in supplies, a $28,000 increase in expenses related
to minority ownership interests in Oak Hill Title, coupled with increases in
consulting fees which are based upon the increase in overdraft fees and
incremental increases in other operating expenses year-to-year, which were
partially offset by a $30,000, or 18.8%, decrease in insurance commissions paid
and a $28,000, or 22.0% decrease in marketing. The decrease in franchise taxes
was attributable to a one-time tax savings for 2003 resulting from the
previously mentioned Oak Hill-Towne merger.


                                      -17-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the nine and three month periods ended September 30, 2003 and 2002

Federal Income Taxes

      The provision for federal income taxes amounted to $1.6 million for the
three months ended September 30, 2003, an increase of $341,000, or 26.9%, over
the $1.3 million recorded in comparable 2002 period. The increase resulted
primarily from a $904,000, or 22.8%, increase in earnings before taxes. The
effective tax rates were 33.1% and 32.0% for the three months ended September
30, 2003 and 2002, respectively.

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, 2002.

Item 4:     Controls and Procedures

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

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

PART II - OTHER INFORMATION

Item1:      Legal Proceedings

            Not applicable.

Item 2:     Changes in Securities and Use of Proceeds

            Not applicable.

Item 3:     Defaults Upon Senior Securities

            Not applicable.

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

            Not applicable.

Item 5:     Other Information

            Not applicable.


                                      -18-
<PAGE>

Oak Hill Financial, Inc.
PART II - OTHER INFORMATION (continued)

Item 6:     Exhibits and Reports on Form 8-K

            Exhibits:

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

            31.1              Certification by Chief Executive Officer,
                              John D. Kidd, dated November 6, 2003,
                              pursuant to Section 302 of the
                              Sarbanes-Oxley Act of 2002.

            31.2              Certification by Chief Financial Officer,
                              Ron J. Copher, dated November 6, 2003,
                              pursuant to Section 302 of the
                              Sarbanes-Oxley Act of 2002.

            32.1              Certification by Chief Executive Officer,
                              John D. Kidd, dated November 6, 2003,
                              pursuant to 18 U.S.C. Section 1350, as
                              adopted pursuant to Section 906 of the
                              Sarbanes-Oxley Act of 2002

            32.2              Certification by Chief Financial Officer,
                              Ron J. Copher, dated November 6, 2003,
                              pursuant to 18 U.S.C. Section 1350, as
                              adopted pursuant to Section 906 of the
                              Sarbanes-Oxley Act of 2002

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

                  Form 8-K, dated October 9, 2003, filed with the Securities and
                  Exchange Commission on October 14, 2003.

                        o     Press Release of Oak Hill Financial, Inc., dated
                              October 9, 2003, announcing the Company's earnings
                              for the nine and three months ("third quarter")
                              ended September 30, 2003.


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<PAGE>

                                   SIGNATURES

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

                                      Oak Hill Financial, Inc.


Date: November 6, 2003                By:_______________________________
                                          John D. Kidd
                                          Chairman & Chief Executive Officer


Date: November 6, 2003                By:________________________________
                                          Ron J. Copher
                                          Chief Financial Officer


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