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


                                   FORM 10-Q/A
                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHNAGE ACT OF 1934
                       For the Quarter Ended June 30, 2004


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

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


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

                              Yes  X         No
                                  ---           ---


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

                              Yes  X         No
                                  ---           ---

     As of August 2, 2004, the latest practicable date, 5,543,514 shares of the
Registrant's common stock, $.50 stated value, were outstanding.







<PAGE>

                            Oak Hill Financial, Inc.

                                TABLE OF CONTENTS



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                           PART II - OTHER INFORMATION


Item 6: Exhibits and Reports on Form 8-K                                      3

Signatures                                                                    4








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Oak Hill Financial, Inc.
PART II - OTHER INFORMATION



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

        Exhibits:

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

        10               Change in Control and Severance Agreement between Oak
                         Hill Financial, Inc. and Chief Executive Officer R. E.
                         Coffman, Jr.

        31.1             Certification of Chief Executive Officer, R. E.
                         Coffman, Jr., dated July 29, 2004, pursuant to Section
                         302 of the Sarbanes-Oxley Act of 2002 ("SOX")*

        31.2             Certification of Chief Financial Officer, Ron J.
                         Copher, dated July 29, 2004, pursuant to Section 302 of
                         SOX*

        32.1             Certification by Chief Executive Officer, R. E.
                         Coffman, Jr., dated July 29, 2004, pursuant to 18
                         U.S.C. Section 1350, as adopted pursuant to Section 906
                         of SOX*

        32.2             Certification by Chief Financial Officer, Ron J.
                         Copher, dated July 29, 2004, pursuant to 18 U.S.C.
                         Section 1350, as adopted pursuant to Section 906 of the
                         Sarbanes-Oxley Act of 2002*

        * Previously filed on July 29, 2004.



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                                   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: August 3, 2004
                                          By:/s/ R. E. Coffman, Jr.
                                             -----------------------------------
                                             R. E. Coffman, Jr.
                                             President & Chief Executive Officer




Date: August 3, 2004
                                          By:/s/ Ron J. Copher
                                             -----------------------------------
                                             Ron J. Copher
                                             Chief Financial Officer


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