**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549








**FORM
      10-Q**


QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF


THE
      SECURITIES EXCHANGE ACT OF 1934


For
      the
      Quarter Ended June 30, 2007








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 incorporation or organization)
            
            (I.R.S.
                Employer 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
TNo
£





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 T
            
            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
T




As
      of
      July 30, 2007, the latest practicable date, 5,345,816 shares of the Registrant’s
      common stock, $.50 stated value, were outstanding.







-1-





**OakHill
      Financial, Inc.**





**TABLE
      OF CONTENTS**





Page**PART
                I – FINANCIAL INFORMATION**Item
                1:
            Financial
                StatementsConsolidated
                Statements of Financial
                Condition
            3Consolidated
                Statements of Earnings
            4Consolidated
                Statements of Comprehensive
                Income
            5Consolidated
                Statements of Cash Flows
            6Notes
                to Consolidated Financial Statements
            8Item
                2:
            Management’s
                Discussion and Analysis of Financial Condition And
                Results of Operations
            14Item
                3:
            Quantitative
                and Qualitative Disclosures About Market
                Risk
            19Item
                4:
            Controls
                and Procedures
            19**PART
                II – OTHER INFORMATION**Item
                1:
            Legal
                Proceedings
            19Item
                1A:
            Risk
                Factors
            19Item
                2:
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            19Item
                3:
            Defaults
                Upon Senior Securities
            19Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            19Item
                5:
            Other
                Information
            20Item
                6:
            Exhibits
            20Signatures
            21Certifications
            22





-2-
 *Table
            of Contents*





**PART
      I – FINANCIAL INFORMATION**


Item
      1: Financial Statements





**Oak
      Hill Financial, Inc.**


**CONSOLIDATED
      STATEMENTS OF FINANCIAL CONDITION**


*(In
                    thousands, except share data)*
                
                June30,
                    2007
                
                
                December
                    31, 2006(Unaudited)**ASSETS**Cash
                    and cash equivalentsCash
                    and due from banks
                
                $
                20,202
                
                
                $
                20,955Federal
                    funds sold
                
                
                245
                
                
                
                818Interest-bearing
                    deposits in other banks
                
                
                1,681
                
                
                
                1,474Total
                    cash and cash equivalents
                
                
                22,128
                
                
                
                23,247Investment
                    securities designated as available for sale – at market
                
                
                158,866
                
                
                
                153,010Investment
                    securities designated as held to maturity – at cost (approximate market
                    value of $1,804 and $2,712 at June 30, 2007 and December 31,
                    2006,
                    respectively)
                
                
                1,519
                
                
                
                2,559Loans
                    receivable – net
                
                
                1,024,510
                
                
                
                1,017,983Loans
                    held for sale – at lower of cost or market
                
                
                239
                
                
                
                90Mortgage
                    servicing assets – at cost (approximate fair value of $3,566 and $3,719 at
                    June 30, 2007 and December 31, 2006, respectively)
                
                
                3,205
                
                
                
                3,288Office
                    premises and equipment – net
                
                
                28,389
                
                
                
                27,765Federal
                    Home Loan Bank stock – at cost
                
                
                8,078
                
                
                
                8,078Real
                    estate acquired through foreclosure
                
                
                2,375
                
                
                
                5,258Accrued
                    interest receivable on loans
                
                
                4,886
                
                
                
                4,765Accrued
                    interest receivable on investment securities
                
                
                1,019
                
                
                
                1,023Goodwill
                
                
                8,485
                
                
                
                7,935Core
                    deposit intangible – net
                
                
                2,720
                
                
                
                3,111Bank
                    owned life insurance
                
                
                13,038
                
                
                
                13,454Prepaid
                    expenses and other assets
                
                
                4,839
                
                
                
                1,938Prepaid
                    federal income taxes
                
                
                1,218
                
                
                
                1,086Deferred
                    federal income taxes
                
                
                1,097
                
                
                
                1,045TOTAL
                    ASSETS
                
                **$**
                **1,286,611**
                
                
                **$**
                **1,275,635****LIABILITIES
                    AND STOCKHOLDERS’ EQUITY**DepositsDemand
                
                $
                95,074
                
                
                $
                94,256Savings
                    and time deposits
                
                
                863,126
                
                
                
                848,704Total
                    deposits
                
                
                958,200
                
                
                
                942,960Securities
                    sold under agreements to repurchase
                
                
                56,948
                
                
                
                56,341Advances
                    from the Federal Home Loan Bank
                
                
                147,914
                
                
                
                157,584Notes
                    payable
                
                
                312
                
                
                
                –Subordinated
                    debentures
                
                
                23,000
                
                
                
                23,000Accrued
                    interest payable and other liabilities
                
                
                5,449
                
                
                
                4,993Total
                    liabilities
                
                
                1,191,823
                
                
                
                1,184,878Stockholders’
                    equityCommon
                    stock – $.50 stated value; authorized 15,000,000 shares,5,874,634 shares
                    issued at June 30, 2007 and December 31, 2006
                
                
                2,937
                
                
                
                2,937Additional
                    paid-in capital
                
                
                13,166
                
                
                
                13,611Retained
                    earnings
                
                
                95,208
                
                
                
                90,877Treasury
                    stock (529,080 and 565,659 shares at June 30, 2007 and December
                    31, 2006,
                    respectively – at cost)
                
                
                (15,304
                )
                
                
                (16,368
                )Accumulated
                    comprehensive loss:Unrealized
                    loss on securities designated as available for sale, net of related
                    tax
                    benefits
                
                
                (1,219
                )
                
                
                (300
                )Total
                    stockholders’ equity
                
                
                94,788
                
                
                
                90,757TOTAL
                    LIABILITIES AND STOCKHOLDERS’ EQUITY
                
                **$**
                **1,286,611**
                
                
                **$**
                **1,275,635**


*See
      accompanying notes to consolidated financial statements.*





-3-
 *Table
            of Contents*





**Oak
      Hill Financial, Inc.**


**CONSOLIDATED
      STATEMENTS OF EARNINGS**





For
                the
            
            
            For
                theSix
                Months Ended
            
            
            Three
                Months EndedJune
                30,
            
            
            June
                30,*(In
                thousands, except share data)*
            
            2007
            
            
            2006
            
            
            2007
            
            
            2006(Unaudited)**INTEREST
                INCOME**Loans
            
            $
            38,165
            
            
            $
            35,272
            
            
            $
            19,176
            
            
            $
            17,903Investment
                securities
            
            
            3,550
            
            
            
            3,026
            
            
            
            1,804
            
            
            
            1,561Interest-bearing
                deposits and other
            
            
            445
            
            
            
            320
            
            
            
            267
            
            
            
            183Total
                interest income
            
            
            42,160
            
            
            
            38,618
            
            
            
            21,247
            
            
            
            19,647**INTEREST
                EXPENSE**Deposits
            
            
            17,664
            
            
            
            15,098
            
            
            
            9,026
            
            
            
            7,856Borrowings
            
            
            5,884
            
            
            
            4,309
            
            
            
            2,877
            
            
            
            2,271Total
                interest expense
            
            
            23,548
            
            
            
            19,407
            
            
            
            11,903
            
            
            
            10,127Net
                interest income
            
            
            18,612
            
            
            
            19,211
            
            
            
            9,344
            
            
            
            9,520Provision
                for losses on loans
            
            
            825
            
            
            
            1,273
            
            
            
            282
            
            
            
            1,073Net
                interest income after provision for losses on loans
            
            
            17,787
            
            
            
            17,938
            
            
            
            9,062
            
            
            
            8,447**OTHER
                INCOME**Service
                fees, charges and other operating
            
            
            4,171
            
            
            
            4,230
            
            
            
            2,225
            
            
            
            2,239Commission
                income
            
            
            1,750
            
            
            
            1,693
            
            
            
            934
            
            
            
            873Bank
                owned life insurance
            
            
            1,232
            
            
            
            269
            
            
            
            1,115
            
            
            
            119Gain
                on sale of loans
            
            
            350
            
            
            
            542
            
            
            
            203
            
            
            
            333Gain
                (loss) on sale of securities
            
            
            121
            
            
            
            104
            
            
            
            34
            
            
            
            (35
            )Loss
                on sale of other real estate owned
            
            
            (373
            )
            
            
            (44
            )
            
            
            (4
            )
            
            
            (22
            )Total
                other income
            
            
            7,251
            
            
            
            6,794
            
            
            
            4,507
            
            
            
            3,507**GENERAL,
                ADMINISTRATIVE AND OTHER EXPENSE**Employee
                compensation and benefits
            
            
            8,918
            
            
            
            8,404
            
            
            
            4,472
            
            
            
            4,104Occupancy
                and equipment
            
            
            2,301
            
            
            
            1,980
            
            
            
            1,137
            
            
            
            987Federal
                deposit insurance premiums
            
            
            58
            
            
            
            63
            
            
            
            28
            
            
            
            31Franchise
                taxes
            
            
            640
            
            
            
            796
            
            
            
            348
            
            
            
            480Other
                operating
            
            
            4,801
            
            
            
            4,761
            
            
            
            2,712
            
            
            
            2,437Amortization
              of core deposit intangible
            
            
            391
            
            
            
            512
            
            
            
            175
            
            
            
            228Total
                general, administrative and other expense
            
            
            17,109
            
            
            
            16,516
            
            
            
            8,872
            
            
            
            8,267Earnings
                before federal income taxes
            
            
            7,929
            
            
            
            8,216
            
            
            
            4,697
            
            
            
            3,687**FEDERAL
                INCOME TAX**Current
            
            
            912
            
            
            
            1,389
            
            
            
            184
            
            
            
            679Deferred
            
            
            443
            
            
            
            339
            
            
            
            552
            
            
            
            14Total
                federal income tax
            
            
            1,355
            
            
            
            1,728
            
            
            
            736
            
            
            
            693**NET
                EARNINGS**
            
            **$**
            **6,574**
            
            
            **$**
            **6,488**
            
            
            **$**
            **3,961**
            
            
            **$**
            **2,994****EARNINGS
                PER SHARE**Basic
            
            **$**
            **1.23**
            
            
            **$**
            **1.18**
            
            
            **$**
            **.74**
            
            
            **$**
            **.55**Diluted
            
            **$**
            **1.22**
            
            
            **$**
            **1.16**
            
            
            **$**
            **.73**
            
            
            **$**
            **.54****DIVIDENDS
                PER SHARE**
            
            **$**
            **.42**
            
            
            **$**
            **.38**
            
            
            **$**
            **.21**
            
            
            **$**
            **.20**


*See
      accompanying notes to consolidated financial statements.*




-4-
 *Table
          of Contents*




**Oak
      Hill Financial, Inc.**


**CONSOLIDATED
      STATEMENTS OF COMPREHENSIVE INCOME**




For
                  the
              
              
              For
                  theSix
                  Months Ended
              
              
              Three
                  Months EndedJune
                  30,
              
              
              June
                  30,(In
                thousands)
              
              2007
              
              
              2006
              
              
              2007
              
              
              2006Net
                  earnings
              
              $
              6,574
              
              
              $
              6,488
              
              
              $
              3,961
              
              
              $
              2,994Other
                  comprehensive income (loss), net of related tax effects:Unrealized
                  losses on securities designated as available for sale, net of benefits
                  of
                  $(452), $(758), $(529) and$(695), respectively
              
              
              (840
              )
              
              
              (1,408
              )
              
              
              (983
              )
              
              
              (1,291
              )Reclassification
                    adjustment for realized (gains) losses included in net earnings,
                    net of
                    taxes (benefits) of $42, $36, $12 and $(12),
                    respectively
              
              
              (79
              )
              
              
              (68
              )
              
              
              (22
              )
              
              
              23Comprehensive
                  income
              
              **$**
              **5,655**
              
              
              **$**
              **5,012**
              
              
              **$**
              **2,956**
              
              
              **$**
              **1,726**Accumulated
                  comprehensive loss
              
              **$**
              **(1,219**
              **)**
              
              **$**
              **(1,817**
              **)**
              
              **$**
              **(1,219**
              **)**
              
              **$**
              **(1,817**
              **)**
 *See
        accompanying notes to consolidated financial statements.*




-5-
 *Table
            of Contents*





**Oak
      Hill Financial, Inc.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**





For
                the Six Months EndedJune
                30,*(In
                thousands)*
            
            2007
            
            
            2006(Unaudited)**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                earnings for the period
            
            $
            6,574
            
            
            $
            6,488Adjustments
                to reconcile net earnings to net cash provided byoperating
                activities:Depreciation
                and amortization
            
            
            867
            
            
            
            730Amortization
                of core deposit intangible
            
            
            391
            
            
            
            512Gain
                on sale of securities
            
            
            (121
            )
            
            
            (104
            )Amortization
                of premiums, discounts and mortgage servicing rights – net
            
            
            457
            
            
            
            384Proceeds
                from sale of loans in secondary market
            
            
            9,489
            
            
            
            17,546Loans
                disbursed for sale in secondary market
            
            
            (9,438
            )
            
            
            (17,262
            )Gain
                on sale of loans
            
            
            (200
            )
            
            
            (329
            )Amortization
                (accretion) of deferred loan origination (fees) costs
            
            
            194
            
            
            
            (227
            )Loss
                on sale of other real estate owned
            
            
            373
            
            
            
            44Purchase
                of loans
            
            
            –
            
            
            
            (451
            )Federal
                Home Loan Bank stock dividends
            
            
            –
            
            
            
            (219
            )Provision
                for losses on loans
            
            
            825
            
            
            
            1,273Compensation
                expense related to stock incentive plan
            
            
            23
            
            
            
            23(Increase)
                decrease in cash surrender value of bank owned life
                insurance
            
            
            416
            
            
            
            (269
            )Increase
                (decrease) in cash due to changes in:Prepaid
                expenses and other assets
            
            
            (2,901
            )
            
            
            (1,696
            )Accrued
                interest receivable
            
            
            (117
            )
            
            
            (13
            )Accrued
                interest payable and other liabilities
            
            
            456
            
            
            
            205Federal
                income taxesCurrent
            
            
            (132
            )
            
            
            (246
            )Deferred
            
            
            443
            
            
            
            339Net
                cash provided by operating activities
            
            
            7,599
            
            
            
            6,728**CASH
                FLOWS USED IN INVESTING ACTIVITIES:**Loan
                disbursements
            
            
            (125,102
            )
            
            
            (163,667
            )Principal
                repayments on loans
            
            
            116,993
            
            
            
            153,156Principal
                repayments on mortgage-backed securities designated as available
                for
                sale
            
            
            14,917
            
            
            
            7,343Proceeds
                from sale of investment securities designated as available for
                sale
            
            
            12,756
            
            
            
            13,900Proceeds
                from maturity of investment securities
            
            
            11,941
            
            
            
            1,172Proceeds
                from disposition of assets
            
            
            58
            
            
            
            –Proceeds
                from sale of other real estate owned
            
            
            2,951
            
            
            
            544Purchase
                of investment securities designated as available for sale
            
            
            (45,985
            )
            
            
            (33,210
            )Purchase
                of insurance agency
            
            
            (238
            )
            
            
            –Purchase
                of office premises and equipment
            
            
            (1,549
            )
            
            
            (4,232
            )Net
                cash used in investing activities
            
            
            (13,258
            )
            
            
            (24,994
            )Net
                cash used in operating and investing activities (balance carried
                forward)
            
            
            (5,659
            )
            
            
            (18,266
            )





*See
      accompanying notes to consolidated financial statements.*




-6-
 *Table
            of Contents*




**Oak
      Hill Financial, Inc.**


**CONSOLIDATED
      STATEMENTS OF CASH
      FLOWS***(continued)*




For
                the Six Months EndedJune
                30,*(In
                thousands)*
            
            2007
            
            
            2006(Unaudited)Net
                cash used in operating and investing activities (balance brought
                forward)
            
            $
            (5,659
            )
            
            $
            (18,266
            )**CASH
                FLOWS PROVIDED BY FINANCING ACTIVITIES:**Net
                proceeds from securities sold under agreement to
                repurchase
            
            
            607
            
            
            
            24,343Net
                increase (decrease) in deposit accounts
            
            
            15,250
            
            
            
            (211
            )Proceeds
                from Federal Home Loan Bank advances
            
            
            33,000
            
            
            
            28,000Repayments
                of Federal Home Loan Bank advances
            
            
            (42,670
            )
            
            
            (26,642
            )Dividends
                on common shares
            
            
            (2,243
            )
            
            
            (2,076
            )Purchase
                of treasury shares
            
            
            –
            
            
            
            (7,279
            )Proceeds
                from issuance of shares under stock option plan
            
            
            442
            
            
            
            367Tax
                benefit of stock options exercised
            
            
            154
            
            
            
            118Net
                cash provided by financing activities
            
            
            4,540
            
            
            
            16,620Net
                decrease in cash and cash equivalents
            
            
            (1,119
            )
            
            
            (1,646
            )Cash
                and cash equivalents at beginning of period
            
            
            23,247
            
            
            
            26,400Cash
                and cash equivalents at end of period
            
            **$**
            **22,128**
            
            
            **$**
            **24,754****SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION:**Cash
                paid during the period for:Federal
                income taxes
            
            **$**
            **889**
            
            
            **$**
            **1,549**Interest
                on deposits and borrowings
            
            **$**
            **23,805**
            
            
            **$**
            **19,369****SUPPLEMENTAL
                DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:**Unrealized
                losses on securities designated as available for sale, net of related
                tax
                benefits
            
            **$**
            **(919**
            **)**
            
            **$**
            **(1,476**
            **)**Recognition
                of mortgage servicing rights in accordance with SFAS No. 140 and
                156
            
            **$**
            **150**
            
            
            **$**
            **213**Transfer
                from loans to real estate acquired through foreclosure
            
            **$**
            **441**
            
            
            **$**
            **779****SUPPLEMENTAL
                DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:**Issuance
                of note payable in connection with the purchase of insurance
                agency
            
            **$**
            **312**
            
            
            **$**
            –Issuance
                of treasury stock in exchange for exercise of stock
                options
            
            **$**
            **252**
            
            
            **$**
            –


*See
      accompanying notes to consolidated financial statements.*





-7-
 *Table
            of Contents*




**Oak
      HillFinancial, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


For
      the
      three and six month periods ended June 30, 2007 and 2006




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.





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, 2006. 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 and
      six
      months ended June 30, 2007 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. Oak Hill Title is included in
      the
      financial statements of the Company with the 51% outside 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
      June
      30, 2007, the Company had $371.3 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 $235.6 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 June 30, 2007, the Company had $147.9 million of outstanding
      FHLB
      advances and $7.4 million of letters of credit pledged for public
      deposits.




-8-
 *Table
            of Contents*




**Oak
      Hill Financial, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


For
      the
      three and six month periods ended June 30, 2007 and 2006





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





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 June 30, 2007, the Company had total off-balance sheet
      contractual commitments consisting of $15.9 million to originate loans, $125.6
      million in unused lines of credit and letters of credit totaling $1.5 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 lending commitments are generally secured by varying
      forms of collateral such as inventory, accounts receivable, equipment and other
      real estate.





The
      table below details the amount of
      loan commitments, unused lines of credit and letters of credit outstanding
      at
      June 30, 2007 by expiration period:





*(In
                thousands)*
            
            One
                year or less
            
            
            One
                to three years
            
            
            After
                three years
            
            
            TotalLoan
                commitments
            
            $
            15,947
            
            
            $
            -
            
            
            $
            -
            
            
            $
            15,947Unused
                lines of credit
            
            
            66,041
            
            
            
            17,075
            
            
            
            42,516
            
            
            
            125,632Letters
                of credit
            
            
            1,298
            
            
            
            212
            
            
            
            -
            
            
            
            1,510$
            83,286
            
            
            $
            17,287
            
            
            $
            42,516
            
            
            $
            143,089




The
      table
      below details the amount of contractual obligations outstanding at June 30,
      2007, by expiration date:





*(In
                thousands)*
            
            One
                year or less
            
            
            One
                to three years
            
            
            After
                three years
            
            
            TotalAdvances
                and letters of credit from the Federal Home Loan Bank
            
            $
            38,400
            
            
            $
            48,308
            
            
            $
            68,606
            
            
            $
            155,314Securities
                sold under agreement to repurchase
            
            
            14,948
            
            
            
            -
            
            
            
            42,000
            
            
            
            56,948Subordinated
                debentures
            
            
            -
            
            
            
            -
            
            
            
            23,000
            
            
            
            23,000Lease
                obligations
            
            
            536
            
            
            
            600
            
            
            
            647
            
            
            
            1,783$
            53,884
            
            
            $
            48,908
            
            
            $
            134,253
            
            
            $
            237,045




4.
            *Mortgage
                Servicing Assets*





Activity
      with respect to the Company’s mortgage servicing assets for the periods ended
      June 30, 2007 and December 31, 2006 is as follows:





*(In
                thousands)*
            
            June
                30, 2007
            
            
            December
                31, 2006Beginning
                balance
            
            $
            3,440
            
            
            $
            3,458Recognition
                of mortgage servicing rights on sale of loans
            
            
            150
            
            
            
            367Amortization
            
            
            (194
            )
            
            
            (385
            )Ending
                balance
            
            
            3,396
            
            
            
            3,440Beginning
                valuation allowance
            
            
            (152
            )
            
            
            (130
            )Valuation
                allowance recorded
            
            
            (39
            )
            
            
            (22
            )Valuation
                allowance recaptured
            
            
            –
            
            
            
            –Ending
                valuation allowance
            
            
            (191
            )
            
            
            (152
            )Net
                carrying value
            
            $
            3,205
            
            
            $
            3,288





-9-
 *Table
            of Contents*




**Oak
      Hill Financial, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


For
      the
      three and six month periods ended June 30, 2007 and 2006





5.
            *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 Six Months Ended June 30,
            
            
            For
                the Three Months Ended June 30,2007
            
            
            2006
            
            
            2007
            
            
            2006Weighted-average
                common shares outstanding (basic)
            
            
            5,333,287
            
            
            
            5,512,408
            
            
            
            5,341,939
            
            
            
            5,457,931Dilutive
                effect of assumed exercise of stock options
            
            
            62,191
            
            
            
            93,796
            
            
            
            56,532
            
            
            
            87,797Weighted-average
                common shares outstanding (diluted)
            
            
            5,395,478
            
            
            
            5,606,204
            
            
            
            5,398,471
            
            
            
            5,545,728





Options
      to purchase 162,100 and 174,450 shares of common stock with a weighted-average
      exercise price of $34.90 and $34.99 were outstanding at June 30, 2007 and 2006,
      respectively, but were excluded from the computation of common share equivalents
      for the six and three month periods ended June 30, 2007 and 2006 because the
      exercise prices were greater than the average market price of the common
      shares.





6.
            *Income
                Taxes*





The
      Company adopted the provisions of Financial Accounting Standards Board (“FASB”)
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”)
      on January 1, 2007. Previously, the Company had accounted for tax contingencies
      in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 5,
“Accounting for Contingencies.” As required by FIN 48, which clarifies SFAS No.
      109 “Accounting for Income Taxes,” the Company recognizes the financial
      statement benefit of a tax position only after determining that the relevant
      tax
      authority would more likely than not sustain the position following an audit.
      For tax positions meeting the more-likely-than-not threshold, the amount
      recognized in the financial statements is the largest benefit that has a greater
      than 50 percent likelihood of being realized upon ultimate settlement with
      the
      relevant tax authority. At the adoption date, the Company applied FIN 48 to
      all
      tax positions for which the statute of limitations remained open. As a result
      of
      the implementation of FIN 48, the Company was not required to record any
      liability for unrecognized tax benefits as of January 1, 2007. There have been
      no material changes in unrecognized tax benefits since January 1,
      2007.





The
      Company is subject to income taxes in the U.S. federal jurisdiction, as well
      as,
      various state jurisdictions. Tax regulations within each jurisdiction are
      subject to the interpretation of the related tax laws and regulations and
      require significant judgment to apply. With few exceptions, the Company is
      no
      longer subject to U.S. federal, state and local, or non-U.S. income tax
      examinations by tax authorities for the years before 2003.





The
      Company is currently under examination by the Internal Revenue Service for
      the
      year ended December 31, 2004. The Company expects this examination to be
      concluded and settled in the next 12 months without material adverse effect
      to
      the consolidated financial statements.





The
      Company will recognize, if applicable, interest accrued related to unrecognized
      tax benefits in interest expense and penalties in operating
      expenses.





7.
            *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.




-10-
 *Table
            of Contents*




**Oak
      Hill Financial, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


For
      the
      three and six month periods ended June 30, 2007 and 2006





7.
            *Critical
                Accounting
                Policies**(continued)*





*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:





·
            Local
                market areas and national economic
                developments;





·
            Levels
                of and trends in delinquencies and impaired
                loans;





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





·
            Adverse
                situations that may affect specific borrowers’ ability to
                repay;





·
            Effects
                of any changes in lending policies and
                procedures;





·
            Credit
                concentrations;





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





·
            Volume
                and terms of loans; and





·
            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 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.





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





-11-
 *Table
            of Contents*




**Oak
      Hill Financial, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


For
      the
      three and six month periods ended June 30, 2007 and 2006





7.
            *Critical
                Accounting
                Policies**(continued)*





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.





8.
            *Share-based
                Compensation*





In
      December 2004, the 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
      has not restated its financial statements for prior periods. Under this method,
      the Company has applied 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 has recognized compensation cost
      for
      the portion of 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 and six months
      ended
      June 30, 2007 and 2006, the Company recorded $11,000 and $23,000 in compensation
      cost for equity-based awards that vested during the respective three and six
      month periods ($8,000 and $15,000 after-tax, respectively). The Company has
      $37,000 of total unrecognized compensation cost related to non-vested
      equity-based awards granted under its stock incentive plan as of June 30, 2007,
      which is expected to be recognized over a weighted-average period of one
      year.





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 $154,000
      and $118,000 of tax benefits classified as financing cash flows for the six
      months ended June 30, 2007 and June 30, 2006, respectively. At June 30, 2007,
      the intrinsic value of outstanding options totaled $1.4 million.





There
      were no options granted during the six months ended June 30, 2007 and June
      30,
      2006.





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 six months ended June
      30, 2007 and the year ended December 31, 2006:




Six
                Months Ended June 30, 2007
            
            
            Year
                Ended December 31, 2006Weighted-
            
            
            
            
            
            Weighted-Average
            
            
            
            
            
            AverageExercise
            
            
            
            
            
            ExerciseShares
            
            
            Price
            
            
            Shares
            
            
            PriceOutstanding
                at beginning of period
            
            
            434,383
            
            
            $
            23.27
            
            
            
            484,233
            
            
            $
            23.14Granted
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Exercised
            
            
            (43,150
            )
            
            
            17.05
            
            
            
            (33,300
            )
            
            
            15.89Forfeited
            
            
            (7,000
            )
            
            
            34.22
            
            
            
            (16,550
            )
            
            
            34.14Outstanding
                at end of period
            
            
            384,233
            
            
            $
            23.77
            
            
            
            434,383
            
            
            $
            23.27Exercisable
                at end of period
            
            
            381,233
            
            
            $
            23.63
            
            
            
            429,383
            
            
            $
            23.16Weighted-average
                remaining contractual term
            
            
            
            
            
            5.9
                years
            
            
            
            
            
            
            6.3
                years





-12-
 *Table
            of Contents*




**Oak
      Hill Financial, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


For
      the
      three and six month periods ended June 30, 2007 and 2006





8.
            *Share-based
                Compensation**(continued)*





The
      following is a summary of the
      changes in restricted stock for the six months ended June 30, 2007 and the
      year
      ended December 31, 2006:





Six
                Months Ended June 30, 2007
            
            
            Year
                Ended December 31, 2006Fair
                Value
            
            
            
            
            
            Fair
                ValueShares
            
            
            at
                Grant
            
            
            Shares
            
            
            at
                GrantOutstanding
                at beginning of period
            
            
            1,234
            
            
            $
            30.30
            
            
            
            3,594
            
            
            $
            31.72Granted
            
            
            1,000
            
            
            
            27.98
            
            
            
            -
            
            
            
            -Vested
            
            
            -
            
            
            
            -
            
            
            
            (1,893
            )
            
            
            31.29Cancelled
            
            
            -
            
            
            
            -
            
            
            
            (467
            )
            
            
            37.21Outstanding
                at end of period
            
            
            2,234
            
            
            $
            29.26
            
            
            
            1,234
            
            
            $
            30.30





9.
            *Effects
                of Recent Accounting
                Pronouncements*





In
      September 2006, the FASB issued
      SFAS No. 157, “Fair Value Measurements.” This Statement defines fair value,
      establishes a framework for measuring fair value and expands disclosures about
      fair value measurements. This Statement emphasizes that fair value is a
      market-based measurement and should be determined based on assumptions that
      a
      market participant would use when pricing an asset or liability. This Statement
      clarifies that market participant assumptions should include assumptions about
      risk as well as the effect of a restriction on the sale or use of an asset.
      Additionally, this Statement establishes a fair value hierarchy that provides
      the highest priority to quoted prices in active markets and the lowest priority
      to unobservable data. This Statement is effective for fiscal years beginning
      after November 15, 2007, or January 1, 2008 as to the Company, and interim
      periods within that fiscal year. The adoption of this Statement is not expected
      to have a material adverse effect on the Company’s financial position or results
      of operations.





In
      February 2007, the FASB issued
      SFAS No. 159, “The Fair Value Option for Financial Assets and Financial
      Liabilities—Including an Amendment of FASB Statement No. 115”. This
      Statement allows companies the choice to measure many financial instruments
      and
      certain other items at fair value. The objective is to improve financial
      reporting by providing entities with the opportunity to mitigate volatility
      in
      reported earnings caused by measuring related assets and liabilities differently
      without having to apply complex hedge accounting provisions. This Statement
      is
      expected to expand the use of fair value measurement, which is consistent with
      the Board's long-term measurement objectives for accounting for financial
      instruments. This Statement is effective as of the beginning of an entity's
      first fiscal year that begins after November 15, 2007, or January 1, 2008 as
      to
      the Company, and interim periods within that fiscal year. Early adoption is
      permitted as of the beginning of a fiscal year that begins on or before November
      15, 2007, provided the entity also elects to apply the provisions of SFAS No.
      157, “Fair Value Measurements.” The Company is currently evaluating the impact
      the adoption of SFAS No. 159 will have on the financial statements.




10.*Subsequent
        Event*


On
        July
        19, 2007 WesBanco, Inc. (“WesBanco”) and Oak Hill Financial (“Oak Hill”) entered
        into a definitive Agreement and Plan of Merger (the “Merger Agreement”)
        providing for the merger of Oak Hill with and into WesBanco.  Under
        the terms of the Agreement and Plan of Merger, WesBanco will exchange a
        combination of its common stock and cash for Oak Hill common stock. Oak Hill
        shareholders will be entitled to receive either 1.256 shares of WesBanco
        common
        stock or cash in the amount of $38.00 per share for each share of Oak Hill
        common stock held subject to an overall allocation of 90% stock and 10% cash
        in
        the exchange.  Common stock received by Oak Hill shareholders is
        anticipated to qualify as a tax-free exchange. The transaction has been approved
        by the directors of both companies.
 
 Consummation
        of the merger is subject to a number of customary conditions, including but
        not
        limited to (i) the approval of the Merger Agreement by the shareholders of
        WesBanco and Oak Hill, and (ii) the receipt of the required regulatory
        approvals.  The transaction is expected to close in December
        2007.
 
 In
        connection with the Merger Agreement, WesBanco has identified approximately
        $50
        million of loans which will be sold upon combination.  Such loans
        primarily consist of Oak Hill’s internally criticized assets or represent credit
        concentrations that are not consistent with WesBanco’s lending
        philosophy.


-13-
 *Table
            of Contents*




**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, 2006 (“2006 Form 10-K”), and other factors described in the
      2006 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
      counterparties 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,
      (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 2006 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
      six and three month periods ended June 30, 2007 and 2006





*Discussion
      of Financial Condition Changes from December 31, 2006 to June 30,
      2007*





The
      Company’s total assets amounted to $1.3 billion at June 30, 2007, an increase of
      $11.0 million, or 0.9%, over the total at December 31, 2006. The increase in
      assets was funded primarily through an increase in deposits of $15.2 million,
      or
      1.6%, and a $607,000, or 1.1%, increase in repurchase agreements, which were
      partially offset by a decrease of $9.7 million, or 6.1%, in FHLB
      advances.





Cash
      and due from banks, federal funds
      sold, and investment securities, including mortgage-backed securities, increased
      by $3.7 million, or 2.1%, to a total of $182.5 million at June 30, 2007,
      compared to December 31, 2006. Investment securities increased by $4.8 million,
      as purchases of $46.0 million exceeded maturities and repayments of $26.9
      million and sales of $12.8 million.  Federal funds sold decreased by
      $573,000 during the six-month period ended June 30, 2007.





Loans
      receivable, including loans held
      for sale and mortgage servicing assets, totaled $1.0 billion at June 30, 2007,
      an increase of $6.6 million, or 0.6%, over the comparable totals at December
      31,
      2006.  Loan disbursements and purchases totaled $134.5 million during
      the six-month period ended June 30, 2007, which were partially offset by loan
      sales of $9.4 million and principal repayments of $117.0 million. Loan
      disbursements and purchases decreased by $46.4 million when compared to the
      same
      period in 2006.  Sales volume decreased by $7.8 million when compared
      to the same period in 2006.  Loan originations declined primarily in
      the consumer loan area as competition in our market areas continues to
      intensify.  Growth in the loan portfolio during the six months ended
      June 30, 2007 was comprised of a $16.4 million, or 2.3%, increase in commercial
      and residential real estate loans, a $2.1 million, or 3.9%, increase in
      construction and land development loans, and a $2,000, or 0.1%, increase in
      credit card loans, which were partially offset by an $11.6 million, or 10.7%,
      decrease in installment loans and a $400,000, or 0.3% decrease in commercial
      and
      other loans.  The allowance for loan losses totaled $12.7 million at
      June 30, 2007, a decrease of $176,000, or 1.4%, from the total at December
      31,
      2006.  The allowance for loan losses represented 1.22% and 1.25% of
      the total loan portfolio at June 30, 2007 and December 31, 2006,
      respectively.





-14-
 *Table
            of Contents*





**Oak
      Hill Financial, Inc.**


**MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**


For
      the
      six and three month periods ended June 30, 2007 and 2006





Net
      charge-offs totaled approximately $1.0 million and $1.2 million for the six
      months ended June 30, 2007 and 2006, respectively. The Company’s allowance
      represented 88.8% and 95.2% of the nonperforming loans, which totaled $14.4
      million and $13.6 million at June 30, 2007 and December 31, 2006, respectively.
      At June 30, 2007, nonperforming loans were comprised of $8.7 million of loans
      secured primarily by commercial real estate, $1.2 million in commercial and
      other loans, $4.1 million secured by one-to-four family residential real estate,
      and $378,000 in installment and credit card loans loans. 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 June 30, 2007.





Deposits
      totaled $958.2 million at June
      30, 2007, an increase of $15.2 million, or 1.6%, over the total at December
      31,
      2006. Total savings and time deposits increased by $14.4 million, or 1.7% during
      the period. Total demand deposits increased by $818,000, or 0.9% during the
      period. Brokered deposits totaled $38.3 million, or 4.0% of total deposits,
      with
      a weighted-average cost of 4.46% at June 30, 2007, as compared to the $39.5
      million, or 4.2% of total deposits, with a 3.87% weighted-average cost at
      December 31, 2006. Proceeds from deposit growth were used primarily to fund
      loan
      originations and to pay down FHLB advances.





Advances
      from the Federal Home Loan
      Bank totaled $147.9 million at June 30, 2007, a decrease of $9.7 million, or
      6.1%, from the total at December 31, 2006. Securities sold under agreements
      to
      repurchase totaled $56.9 million at June 30, 2007, an increase of $607,000,
      or
      1.1%, over the total at December 31, 2006.





The
      Company’s stockholders’ equity amounted to $94.8 million at June 30, 2007, an
      increase of $4.0 million, or 4.4%, over the balance at December 31, 2006. The
      increase resulted primarily from net earnings of $6.6 million and proceeds
      from
      options and related tax benefits of $619,000, which were partially offset by
      dividends of $2.2 million and a $919,000 increase in the unrealized loss on
      securities available for sale, net of tax.





*Comparison
      of Results of Operations for the Six-Month Periods Ended June 30, 2007 and
      2006*





*General*





Net
      earnings for the six months ended June 30, 2007 totaled $6.6 million, an
      $86,000, or 1.3%, increase over net earnings reported in the comparable 2006
      period. The increase in earnings resulted primarily from a $448,000 decrease
      in
      the provision for losses on loans, a $457,000 increase in total other income,
      and a $373,000 decrease in the provision for federal income tax expense, which
      were partially offset by a $593,000 increase in general, administrative and
      other expenses and a $599,000 decrease in net interest income.





*Net
      Interest Income*





Total
      interest income for the six months ended June 30, 2007, amounted to $42.2
      million, an increase of $3.5 million, or 9.2%, over the comparable 2006 period.
      Interest income on loans totaled $38.2 million, an increase of $2.9 million,
      or
      8.2%, over the 2006 period. This increase resulted primarily from a $9.9
      million, or 1.0%, increase in the average portfolio balance, to a total of
      $1.0
      billion for the six months ended June 30, 2007, coupled with a 49 basis point
      increase in the average fully-taxable equivalent yield, to 7.41% for the six
      month period ended June 30, 2007. Interest income on investment securities
      and
      other interest-earning assets increased by $649,000, or 19.4%. This increase
      resulted primarily from a $20.8 million, or 14.0%, increase in the average
      portfolio balance, to a total of $169.0 million for the six months ended June
      30, 2007, coupled with a 7 basis point increase in the average fully-taxable
      equivalent yield, to 5.46% for the six months ended June 30, 2007.





Total
      interest expense amounted to $23.5 million for the six months ended June 30,
      2007, an increase of $4.1 million, or 21.3%, over the comparable 2006 period.
      Interest expense on deposits increased by $2.6 million, or 17.0%, to a total
      of
      $17.7 million for the six months ended June 30, 2007. The increase resulted
      primarily from a 69 basis point increase in the average cost of deposits, to
      4.13%, which was partially offset by a $24.5 million, or 2.8%, decrease in
      the
      average portfolio balance for the six months ended June 30, 2007. Interest
      expense on borrowings increased by $1.6 million, or 36.6%, for the six months
      ended June 30, 2007. The increase was due to a $61.2 million, or 36.0%, increase
      in the average borrowings outstanding for the six months ended June 30, 2007,
      coupled with a 2 basis point increase in the average cost of borrowings, to
      5.13% for the six months ended June 30, 2007.




-15-
 *Table
            of Contents*




**Oak
      Hill Financial, Inc.**


**MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**


For
      the
      six and three month periods ended June 30, 2007 and 2006




As
      a result of the foregoing changes in
      interest income and interest expense, net interest income decreased by $599,000,
      or 3.1%, for the six months ended June 30, 2007, as compared to the same period
      in 2006. The interest rate spread decreased 23 basis points, to 2.80% for the
      six months ended June 30, 2007, compared to 3.03% for the six months ended
      June
      30, 2006. The fully-taxable equivalent net interest margin decreased 19 basis
      points, from 3.41% to 3.22% for the six months ended June 30, 2006 and 2007,
      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 an
      $825,000 provision for losses on loans for the six months ended June 30, 2007,
      a
      decrease of $448,000, or 35.2%, compared to same period in 2006. The provision
      for losses on loans for the six months ended June 30, 2007 gives effect to
      the
      $6.7 million of growth in the loan portfolio, net charge-offs of $1.0 million,
      and an approximate $600,000 reduction in allowance allocations due to
      improvement in the credit quality of internally classified loans. These factors
      culminated in a reduction in the allowance for losses on loans to 1.22% of
      total
      loans at June 30, 2007.





*Other
      Income*





Other
      income totaled $7.3 million for the six months ended June 30, 2007, an increase
      of $457,000, or 6.7%, over the amount reported in the comparable 2006 period.
      This increase resulted primarily from a $996,000 non-taxable gain recorded
      on
      insurance proceeds from bank owned life insurance, a $57,000, or 3.4%, increase
      in commission income, and a $17,000, or 16.3%, increase in gain on sale of
      securities, which were partially offset by a $59,000, or 1.4%, decrease in
      service fees, charges and other income, a $192,000, or 35.4%, decrease in gain
      on sale of loans, and a $329,000 increase in loss on sale of other real estate
      owned.  The decrease in service charges and other income was due to
      the effects of amortization, impairment and impairment recovery of mortgage
      servicing asset which increased $166,000, a $42,000 decrease in real estate
      servicing fees, and a decrease in other miscellaneous non-interest income
      totaling $208,000, which were partially offset by an increase of $234,000 in
      service charges and deposits, and an increase in ATM fees totaling
      $123,000.  The $192,000 decline on gain on sale of loans is
      attributable to a decrease in sales volume of Small Business Administration
      and
      residential real estate loans with contributing effects of $122,000 and $70,000,
      respectively.  The increase in the loss of sale of other real estate
      owned is attributable to the sale during the period of a REO property with
      a
      carrying value totaling $3.0 million.





*General,
      Administrative and Other Expense*





General,
      administrative and other expense totaled $17.1 million for the six months ended
      June 30, 2007, an increase of $593,000, or 3.6%, over the amount reported in
      the
      2006 period. The increase resulted primarily from a $514,000, or 6.1%, increase
      in employee compensation and benefits, a $40,000, or 0.8%, increase in other
      operating expenses, and a $321,000, or 16.2%, increase in occupancy and
      equipment expense in 2007, which were partially offset by a $156,000, or 19.6%,
      decrease in franchise taxes and a $121,000, or 23.6%, decrease in amortization
      of core deposit intangible.





The
      increase in occupancy and equipment expense was due primarily to a $145,000,
      or
      25.8%, increase in maintenance contracts and a $106,000, or 14.0%, increase
      in
      depreciation expense associated with the Company’s expansion in
      2006.  Additionally, the Company experienced a $45,000, or 11.7%,
      increase in utilities, property taxes and insurance, and a $25,000, or 9.7%,
      increase in rent expense net of rental income.  The increase in
      compensation and benefits resulted primarily from a $368,000, or 29.4%, decrease
      in the amortization of net loan costs associated with SFAS No. 91, a $112,000,
      or 1.4%, increase in salaries and wages, a $38,000, or 5.6%, increase in payroll
      taxes, and a $16,000, or 20.4%, increase in director’s fees, which were
      partially offset by a $22,000, or 23.7%, decrease in other employee
      benefits.  The decrease in other expenses resulted primarily from a
      $152,000 decrease in costs associated with improvements to the Company’s core
      processing system, a $276,000, or 68.9%, decrease in dealer participation
      expense, a $125,000, or 33.5%, decrease in marketing expense, and a $28,000,
      or
      25.3%, decrease in commissions paid, which were partially offset by a $222,000,
      or 40.4%, increase in credit and collection expense, a $90,000, or 27.0%,
      increase in ATM expense, a $46,000, or 70.9%, increase in employee training,
      a
      $62,000 increase in losses associated with bad checks and overdrafts in 2007,
      a
      $27,000, or 11.2%, increase in courier expense, and a $149,000 unfavorable
      mark-to-market adjustment on the Company’s interest rate swaps.




-16-
 *Table
            of Contents*




**Oak
      Hill Financial, Inc.**


**MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**


For
      the
      six and three month periods ended June 30, 2007 and 2006




*Federal
      Income Taxes*





The
      provision for federal income taxes totaled $1.4 million for the six months
      ended
      June 30, 2007, a decrease of $373,000, or 21.6%, from the amount recorded in
      the
      comparable 2006 period. The decrease resulted primarily from a $50,000 increase
      in New Markets Tax Credits pursuant to the Bank’s qualified investment in Oak
      Hill Community Development Corp. and the absence of tax effects associated
      with
      the $996,000 non-taxable gain related to insurance proceeds from bank owned
      life
      insurance, all of which were partially offset by a $365,000, or 4.4%, increase
      in earnings before taxes.  The effective tax rates were 17.1% and
      21.0% for the six months ended June 30, 2007 and 2006,
      respectively.





*Comparison
      of Results of Operations for the Three-Month Periods Ended June 30, 2007 and
      2006*





*General*





Net
      earnings for the three months ended June 30, 2007 totaled $4.0 million, a
      $967,000, or 32.3%, increase over net earnings reported in the comparable 2006
      period. The increase in earnings resulted primarily from a $791,000 decrease
      in
      the provision for losses on loans and a $1.0 million increase in other income,
      which were partially offset by a $43,000 increase in the provision for federal
      income tax, a $176,000 decrease in net interest income, and a $605,000 increase
      in general, administrative and other expenses.








*Net
      Interest Income*





Total
      interest income for the three months ended June 30, 2007, totaled $21.2 million,
      an increase of $1.6 million, or 8.1%, from the comparable 2006 period. Interest
      income on loans totaled $19.2 million, an increase of $1.3 million, or 7.1%,
      over the 2006 period. This increase resulted primarily from a $11.2 million,
      or
      1.1%, increase in the average portfolio balance, to a total of $1.0 billion
      for
      the three months ended June 30, 2007, coupled with a 41 basis point increase
      in
      the average fully-taxable equivalent yield, to 7.38% for the three month period
      ended June 30, 2007. Interest income on investment securities and other
      interest-earning assets increased by $327,000, or 18.8%. This increase resulted
      primarily from a $20.5 million, or 13.5%, increase in the average portfolio
      balance, to a total of $172.2 million for the three months ended June 30, 2007,
      coupled with a 9 basis point increase in the average fully-taxable equivalent
      yield, to 5.49% for the three months ended June 30, 2007.





Total
      interest expense amounted to $11.9 million for the three months ended June
      30,
      2007, an increase of $1.8 million, or 17.5%, over the comparable 2006 period.
      Interest expense on deposits increased by $1.2 million, or 14.9%, to a total
      of
      $9.0 million for the three months ended June 30, 2007. The increase resulted
      primarily from a 62 basis point increase in the average cost of deposits, to
      4.16%, which was partially offset by an $18.8 million, or 2.1%, decrease in
      the
      average portfolio balance, to a total of $870.4 million for the three months
      ended June 30, 2007. Interest expense on borrowings increased by $606,000,
      or
      26.7%, for the three months ended June 30, 2007. The increase was due to a
      $51.8
      million, or 29.6%, increase in the average borrowings outstanding for the three
      months ended June 30, 2007 and a 12 basis point increase in the average cost
      of
      borrowings, to 5.08% for the three months ended June 30, 2007.





As
      a result of the foregoing changes in
      interest income and interest expense, net interest income decreased by $176,000,
      or 1.8%, for the three months ended June 30, 2007, as compared to the same
      period in 2006. The interest rate spread decreased 19 basis points, to 2.76%
      for
      the three months ended June 30, 2007, compared to 2.95% for the three months
      ended June 30, 2006. The fully-taxable equivalent net interest margin decreased
      15 basis points, from 3.34% to 3.19% for the three months ended June 30, 2006
      and 2007, 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
      $282,000 provision for losses on loans for the three months ended June 30,
      2007,
      a decrease of $791,000, or 73.7%, compared to same period in 2006. The provision
      for losses on loans for the three months ended June 30, 2007 was primarily
      predicated upon the $2.5 million decline in the loan portfolio and an
      approximate $600,000 reduction in allowance allocations related to improvement
      in the credit quality of internally classified loans. These factors culminated
      in a reduction in the allowance for losses on loans to 1.22% of total loans
      at
      June 30, 2007.





-17-
 *Table
            of Contents*




**Oak
      Hill Financial, Inc.**


**MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**


For
      the
      six and three month periods ended June 30, 2007 and 2006




*Other
      Income*





Other
      income totaled $4.5 million for the three months ended June 30, 2007, an
      increase of $1.0 million, or 28.5%, over the amount reported in the comparable
      2006 period. This increase resulted primarily from a $996,000 non-taxable gain
      recorded on insurance proceeds from bank owned life insurance, a $61,000, or
      7.0%, increase in commission income, a $69,000 increase in gain on investment
      securities transactions, and an $18,000, or 81.8%, decrease in loss on other
      real estate owned , which were partially offset by a $130,000, or 39.0%,
      decrease in gain on sale of loans and a $14,000, or 0.6%, decrease in service
      fees, charges and other income. The decrease in service charges and other income
      was due to the effects of amortization, impairment and impairment recovery
      of
      mortgage servicing assets totaling $37,000, a $21,000 decrease in real estate
      servicing fees, and a decrease in other miscellaneous non-interest income
      totaling $239,000, which were partially offset by an increase of $211,000 in
      service charges and deposits and an increase in ATM fees totaling $72,000 in
      the
      2007 quarter.




*General,
      Administrative and Other Expense*





General,
      administrative and other expense totaled $8.9 million for the three months
      ended
      June 30, 2007, an increase of $605,000, or 7.3%, over the amount reported in
      the
      2006 period. The increase resulted primarily from a $368,000, or 9.0%, increase
      in employee compensation and benefits, a $150,000, or 15.2%, increase in
      occupancy and equipment, and an $87,000, or 2.7%, net increase in the operating
      expense categories of deposit insurance, amortization of core deposit
      intangible, franchise taxes, and other operating expenses.





The
      increase in occupancy and equipment expense was due primarily to a $46,000,
      or
      16.2%, increase in maintenance contracts and a $57,000, or 14.7%, increase
      in
      depreciation expense.  Additionally, the Company experienced a
      $24,000, or 13.5%, increase in utilities, property taxes and insurance, and
      a
      $23,000 increase in rent expense net of rental income.  The increase
      in compensation and benefits resulted primarily from a $214,000, or 5.3%,
      increase in salaries and wages, a $32,000, or 10.7%, increase in payroll taxes,
      a $119,000, or 17.9%, decrease in net loan costs capitalized pursuant to SFAS
      No. 91, and a $15,000, or 43.9%, increase in director’s fees, which were
      partially offset by a $12,000, or 29.6%, decrease in other employee
      benefits.  The increase in other expenses resulted primarily from
      $204,000, or 66.5%, increase in credit and collection expense, a $99,000
      increase in contributions, a $40,000, or 23.1%, increase in ATM expense, and
      a
      $58,000 increase in employee training, which were partially offset by a $54,000
      decrease in costs associated with improvements to the Company’s core processing
      system, a $125,000, or 64.3%, decrease in dealer participation expense, and
      a
      $132,000, or 27.5%, decrease in franchise tax expense.





*Federal
        Income Taxes*
 
 The
        provision for federal income taxes amounted to $736,000 for the three months
        ended June 30, 2007, an increase of $43,000, or 6.2%, over the amount recorded
        in the comparable 2006 period. The increase resulted primarily from a $1.0
        million, or 27.4%, increase in earnings before taxes, which was more
        than  offset by a $25,000 increase in New Markets Tax Credits and the
        $996,000 non-taxable gain related to insurance proceeds from bank owned life
        insurance. The effective tax rates were 15.7% and 18.8% for the three months
        ended June 30, 2007 and 2006, respectively.
 
 *Subsequent
        Event*
 
 As
        previously discussed, on July 19, 2007 WesBanco, Inc. (“WesBanco”) and Oak Hill
        Financial (“Oak Hill”) entered into a definitive Agreement and Plan of Merger
        (the “Merger Agreement”) providing for the merger of Oak Hill with and into
        WesBanco.  Under the terms of the Agreement and Plan of Merger,
        WesBanco will exchange a combination of its common stock and cash for Oak
        Hill
        common stock. Oak Hill shareholders will be entitled to receive either 1.256
        shares of WesBanco common stock or cash in the amount of $38.00 per share
        for
        each share of Oak Hill common stock held subject to an overall allocation
        of 90%
        stock and 10% cash in the exchange.  Common stock received by Oak Hill
        shareholders is anticipated to qualify as a tax-free exchange. The transaction
        has been approved by the directors of both companies.


Consummation
      of the merger is subject to a number of customary conditions, including but
      not
      limited to (i) the approval of the Merger Agreement by the shareholders of
      WesBanco and Oak Hill, and (ii) the receipt of the required regulatory
      approvals.  The transaction is expected to close in December
      2007.





In
      connection with the Merger Agreement, WesBanco has identified approximately
      $50
      million of loans which will be sold upon combination.  Such loans
      primarily consist of Oak Hill’s internally criticized assets or represent credit
      concentrations that are not consistent with WesBanco’s lending
      philosophy.





-18-
 *Table
            of Contents*




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, 2006.





Item4:
            *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 June 30, 2007.




The
      Company’s management also conducted an evaluation of internal control over
      financial reporting to determine whether any changes occurred during the quarter
      ended June 30, 2007. Based on this evaluation, there were no changes in the
      Company’s internal control over financial reporting made during the quarter
      ended June 30, 2006, that have materiallyaffected, or are
      reasonably
      likely to materially affect, the Company’s internal control over financial
      reporting.







**PART
      II – OTHER INFORMATION**








Item1:
            *LegalProceedings*





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,
                2006.





Item
                2:
            *UnregisteredSalesof Equity Securities and Use of
                Proceeds*





Not
                applicable





Item
                3:
            *Defaults
                Upon SeniorSecurities*





Not
                applicable.





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





(a)
            The
                Company had its 2007 Annual Meeting of Shareholders (“Annual Meeting”) on
                April 17, 2007. Holders of 4,194,766 common shares of the Company
                were
                present, in person or by proxy, representing 78.6% of the Company’s
                5,338,543 common shares
                outstanding.




-19-
 *Table
            of Contents*




Item
                4:
            *Submission
                of Matters to a
                Vote of Security Holders**(continued)*




(b)
                and (c)
            The
                following persons were elected Class I members of the Company’s Board of
                Directors to serve until the 2009 Annual Meeting or until their successors
                are duly elected and qualified. Each person received the number of
                votes
                indicated below:





*Name*
            
            *Votes
                For*
            
            
            *Votes
                Withheld*R.
                E. Coffman, Jr.
            
            
            3,841,342
            
            
            
            353,424John
                D. Kidd
            
            
            3,872,695
            
            
            
            322,071D.
                Bruce Knox
            
            
            3,871,645
            
            
            
            323,121Neil
                S. Strawser
            
            
            3,871,638
            
            
            
            323,128




The
      continuing Class II Directors, whose terms expire at the 2008 Annual Meeting,
      are Candice R. DeClark-Peace, Barry M. Dorsey, Ed.D, Donald R. Seigneur, William
      S. Siders, H. Grant Stephenson, and Donald P. Wood.





The
      proposal for ratification of the appointment of Grant Thornton LLP as
      independent registered public accounting firm for the Company for the year
      ending December 31, 2007, was approved with 4,161,147 votes FOR, 28,903 votes
      AGAINST and 4,716 votes ABSTAIN.





Item
                5:
            *Other
                Information*





Not
                applicable.





Item
                6:
            *Exhibits*





Exhibits:





*Exhibit
                Number*
            
            *Description*31.1
            
            Certification
                of Chief Executive Officer, R. E. Coffman, Jr., dated July 31, 2007,
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
                (“SOX”).31.2
            
            Certification
                of Chief Financial Officer, Dale B. Shafer, dated July 31, 2007,
                pursuant
                to Section 302 of SOX.32.1
            
            Certification
                of Chief Executive Officer, R. E. Coffman, Jr., dated July 31, 2007,
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                SOX.32.2
            
            Certification
                of Chief Financial Officer, Dale B. Shafer, dated July 31, 2007,
                pursuant
                to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
                SOX.




-20-
 *Table
            of Contents*





**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:
                July 31, 2007
            
            By
            */s/
                R. E. Coffman, Jr.*R.
                E. Coffman, Jr.President
                & Chief Executive OfficerDate:
                July 31, 2007
            
            By:
            */s/
                Dale B. Shafer*Dale
                B. ShaferInterim
                Chief Financial Officer






-21-