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 March 31, 2001


                         Commission File Number: 0-26876


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


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

        14621 State Route 93
           Jackson, Ohio                                         45640
 (Address of principal executive office)                      (Zip Code)


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


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

                     Yes   X                              No ____


         As of May 2, 2001, the latest practicable date, 5,043,044 shares of the
Registrant's common stock, $.50 stated value, were issued and outstanding.









<PAGE>
                            Oak Hill Financial, Inc.

                                TABLE OF CONTENTS

                                                                           Page

                         PART I - FINANCIAL INFORMATION

Item 1:  Financial Statements

            Consolidated Statements of Financial Condition                    3

            Consolidated Statements of Earnings                               4

            Consolidated Statements of Comprehensive Income                   5

            Consolidated Statements of Cash Flows                             6

            Notes to Consolidated Financial Statements                        8

Item 2:  Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                        10

Item 3:  Quantitative and Qualitative Disclosures About Market Risk          12


                           PART II - OTHER INFORMATION

Item 1:  Legal Proceedings                                                   13

Item 2:  Changes in Securities and Use of Proceeds                           13

Item 3:  Default Upon Senior Securities                                      13

Item 4:  Submission of Matters to a Vote Of Security Holders                 13

Item 5:  Other Information                                                   13

Item 6:  Exhibits and Form 8-K                                               13

Signatures                                                                   15












                                       2
<PAGE>
                            Oak Hill Financial, Inc.
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                 (In thousands)

                                                                                        March 31,              December 31,
ASSETS                                                                                       2001                      2000
<S>                                                                                         <C>                       <C>
Cash and due from banks                                                                  $ 13,765                  $ 13,224
Federal funds sold                                                                          4,586                        77
Investment securities designated as available for sale - at market                         64,680                    56,323
Investment securities designated as held-to-maturity - at cost (approximate
  market value of $4,912 and $4,598 at March 31, 2001 and December 31, 2000,
  respectively)                                                                             4,947                     4,947

Loans receivable - net                                                                    612,925                   598,903
Loans held for sale - at lower of cost or market                                            1,489                       183
Office premises and equipment - net                                                         9,311                     9,296
Federal Home Loan Bank stock - at cost                                                      5,070                     4,981
Accrued interest receivable                                                                 4,375                     4,213

Goodwill - net                                                                                241                       249
Prepaid expenses and other assets                                                           1,262                       715
Accrued federal income taxes                                                                   --                       625
Deferred federal income taxes                                                                 638                       901
                                                                                          -------                   -------

         Total assets                                                                    $723,289                  $694,637
                                                                                          =======                   =======


LIABILITIES and STOCKHOLDERS' EQUITY

Deposits                                                                                 $581,938                  $562,617
Securities sold under agreements to repurchase                                                389                       143
Advances from the Federal Home Loan Bank                                                   78,411                    70,152
Notes payable                                                                               2,400                     2,300
Subordinated debentures                                                                     5,000                     5,000
Federal income taxes payable                                                                  178                        --
Accrued interest payable and other liabilities                                              4,377                     4,529
                                                                                          -------                   -------

         Total liabilities                                                                672,693                   644,741

Stockholders' equity
  Common stock - $.50 stated value; authorized 15,000,000 shares, 5,420,564 and
     5,414,576 shares issued at March 31, 2001 and
     December 31, 2000, respectively                                                        2,710                     2,707
  Additional paid-in capital                                                                5,093                     5,040
  Retained earnings                                                                        48,124                    46,913
  Treasury stock (377,520 and 304,470 shares at cost at March 31, 2001
     and December 31, 2000, respectively)                                                  (5,710)                   (4,680)
  Accumulated comprehensive income (loss):
     Unrealized gains (losses) on securities designated as available for sale,
        net of related tax effects                                                            379                       (84)
                                                                                          -------                   -------

         Total stockholders' equity                                                        50,596                    49,896
                                                                                          -------                   -------

         Total liabilities and stockholders' equity                                      $723,289                  $694,637
                                                                                          =======                   =======
</TABLE>


                                       3
<PAGE>

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

                       CONSOLIDATED STATEMENTS OF EARNINGS

                      For the three months ended March 31,
                        (In thousands, except share data)

                                                                                             2001                      2000
<S>                                                                                          <C>                        <C>
INTEREST INCOME

  Loans                                                                                   $13,981                   $11,406
  Investment securities                                                                     1,005                       868
  Interest-bearing deposits and other                                                         149                       128
                                                                                           ------                    ------
        Total interest income                                                              15,135                    12,402

INTEREST EXPENSE

  Deposits                                                                                  7,193                     5,360
  Borrowings                                                                                1,229                       882
                                                                                           ------                    ------
        Total interest expense                                                              8,422                     6,242
                                                                                           ------                    ------

        Net interest income                                                                 6,713                     6,160

Provision for losses on loans                                                                 567                       360
                                                                                           ------                    ------

        Net interest income after provision for losses on loans                             6,146                     5,800

OTHER INCOME

  Gain on sale of loans                                                                       217                        61
  Loss on investment securities transactions                                                   (4)                       --
  Service fees, charges and other operating                                                   660                       560
                                                                                           ------                    ------
        Total other income                                                                    873                       621

GENERAL, ADMINISTRATIVE AND OTHER EXPENSE

  Employee compensation and benefits                                                        2,725                     2,196
  Occupancy and equipment                                                                     512                       465
  Federal deposit insurance premiums                                                           39                        24
  Franchise taxes                                                                             159                       143
  Other operating                                                                             948                       943
                                                                                           ------                    ------
        Total general, administrative and other expense                                     4,383                     3,771
                                                                                           ------                    ------

        Earnings before federal income taxes                                                2,636                     2,650

FEDERAL INCOME TAXES
  Current                                                                                     893                       927
  Deferred                                                                                    (24)                      (42)
                                                                                           ------                    ------
        Total federal income taxes                                                            869                       885
                                                                                           ------                    ------

        NET EARNINGS                                                                      $ 1,767                   $ 1,765
                                                                                           ======                    ======

        EARNINGS PER SHARE

         Basic                                                                               $.35                      $.33
                                                                                              ===                       ===
         Diluted                                                                             $.35                      $.33
                                                                                              ===                       ===
</TABLE>
                                       4
<PAGE>
                            Oak Hill Financial, Inc.
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                      For the three months ended March 31,
                                 (In thousands)

                                                                                             2001                      2000
<S>                                                                                          <C>                        <C>
Net earnings                                                                               $1,767                    $1,765

Other comprehensive income (loss), net of tax:

  Unrealized gains (losses) on securities designated as available for sale,
     net of taxes (benefits) of $236 and $(74), respectively                                  460                      (143)

  Reclassification adjustment for realized losses included in net earnings,
     net of tax benefits of $1                                                                  3                        --
                                                                                            -----                    ------

Comprehensive income                                                                       $2,230                   $ 1,622
                                                                                            =====                    ======

Accumulated comprehensive income (loss)                                                    $  379                   $(1,721)
                                                                                            =====                    ======

</TABLE>

































                                       5
<PAGE>
                            Oak Hill Financial, Inc.
<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                      For the three months ended March 31,
                                 (In thousands)

                                                                                             2001                      2000
<S>                                                                                          <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net earnings for the period                                                             $ 1,767                   $ 1,765
  Adjustments to reconcile net earnings to net cash provided by
     (used in) operating activities:
        Depreciation and amortization                                                         215                       188
        Loss on sale of securities                                                              4                        --
        Amortization of premiums and discounts on investment
         securities - net                                                                       7                        14
        Proceeds from sale of loans in secondary market                                    11,116                     2,221
        Loans disbursed for sale in secondary market                                       (9,276)                   (1,974)
        Gain on sale of loans                                                                (110)                       (4)
        Amortization of deferred loan origination costs                                        73                        15
        Federal Home Loan Bank stock dividends                                                (89)                      (53)
        Provision for losses on loans                                                         567                       360
        Acquisition of real estate acquired through foreclosure                                 1                        --
        Amortization of goodwill                                                                8                         8
        Increase (decrease) in cash due to changes in:
         Prepaid expenses and other assets                                                   (677)                      185
         Accrued interest receivable                                                         (162)                       59
         Accrued interest payable and other liabilities                                      (152)                      487
         Federal income taxes
            Current                                                                           849                      (370)
            Deferred                                                                          (24)                      (42)
                                                                                           ------                    ------

                  Net cash provided by operating activities                                 4,117                     2,859

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:

  Loan disbursements                                                                      (65,221)                  (67,961)
  Principal repayments on loans                                                            47,523                    50,415
  Principal repayments on mortgage-backed securities                                        1,270                       366
  Proceeds from sale of investment securities                                              11,551                        --
  Proceeds from maturity of investment securities                                              --                        30
  Proceeds from disposition of assets                                                         131                        --
  Purchase of investment securities                                                       (20,487)                   (1,946)
  Purchase of office premises and equipment                                                  (230)                     (135)
  (Increase) decrease in federal funds sold                                                (4,509)                    2,067
  Purchase of Federal Home Loan Bank stock                                                     --                      (291)
                                                                                           ------                    ------

                  Net cash used in investing activities                                   (29,972)                  (17,455)
                                                                                           ------                    ------

                  Net cash used in operating and investing activities
                     (balance carried forward)                                            (25,855)                  (14,596)
                                                                                           ------                    ------
</TABLE>



                                       6

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

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                      For the three months ended March 31,
                                 (In thousands)

                                                                                             2001                      2000
<S>                                                                                          <C>                        <C>
                  Net cash used in operating and investing activities
                     (balance brought forward)                                           $(25,855)                 $(14,596)

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:

  Proceeds (repayments) from securities sold under agreement to repurchase                    246                      (711)
  Net increase in deposit accounts                                                         19,321                     8,175
  Proceeds from Federal Home Loan Bank advances                                           531,425                    57,560
  Repayments of Federal Home Loan Bank advances                                          (523,166)                  (59,620)
  Proceeds from notes payable                                                                 100                       500
  Proceeds from issuance of debt securities                                                    --                     5,000
  Dividends on common shares                                                                 (556)                     (530)
  Purchase of treasury stock                                                               (1,030)                       --
  Proceeds from issuance of shares under stock option plan                                     56                       168
                                                                                          -------                   -------

                  Net cash provided by financing activities                                26,396                    10,542
                                                                                          -------                   -------

  Net increase (decrease) in cash and cash equivalents                                        541                    (4,054)

  Cash and cash equivalents at beginning of period                                         13,224                    14,675
                                                                                          -------                   -------

  Cash and cash equivalents at end of period                                             $ 13,765                  $ 10,621
                                                                                          =======                   =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

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

     Interest on deposits and borrowings                                                 $  8,409                  $  5,959
                                                                                          =======                   =======

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:

  Unrealized gains (losses) on securities designated as available for sale,
     net of related tax effects                                                          $    463                  $   (143)
                                                                                          =======                   =======

  Recognition of mortgage servicing rights in accordance with SFAS No. 125               $    107                  $     57
                                                                                          =======                   =======

  Transfers from loans to real estate acquired through foreclosure                       $     --                  $    107
                                                                                          =======                   =======

  Transfer of loans from held for investment to held for sale                            $  3,036                  $     --
                                                                                          =======                   =======
</TABLE>







                                       7

<PAGE>
                            Oak Hill Financial, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       Basis of Presentation

          The business  activities of Oak Hill  Financial,  Inc. (the "Company")
     have been limited  primarily to holding the common shares of Oak Hill Banks
     ("Oak  Hill")  and Towne  Bank  ("Towne"),  (collectively  hereinafter  the
     "Banks").  Accordingly,  the Company's  results of operations are dependent
     upon the  results of the  Banks'  operations.  The Banks  conduct 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. The
     Banks'  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 the  Banks'  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, 2000.  However,  all  adjustments  (consisting  only of normal
     recurring accruals), which, in the opinion of management, are necessary for
     a fair  presentation of the consolidated  financial  statements,  have been
     included.  The results of  operations  for the three months ended March 31,
     2001 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,  the Banks,  Action  Finance
     Company  ("Action"),  and  Oak  Hill  Capital  Trust I (the  "Trust").  All
     significant intercompany balances have been eliminated.

3.   Liquidity and Capital Resources

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

          At March 31, 2001, the Company had $300.0 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 at market
     rates of interest.  It is management's belief that maturing certificates of
     deposit  over the next year will  similarly  be renewed at market  rates of
     interest without a material adverse effect on the results of operations.

          In the  event  that  certificates  of  deposit  cannot be  renewed  at
     prevalent  market  rates,  the Company  can obtain up to $157.8  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 March 31, 2001,  the
     Company had $78.4 million of outstanding FHLB advances.

          At March  31,  2001,  loan  commitments,  or loans  committed  but not
     closed, totaled $31.4 million.  Additionally,  the Company had unused lines
     of credit and letters of credit  totaling  $70.2  million and $1.4 million,
     respectively.  Funding for these  amounts is expected to be provided by the
     sources  described  above.  Management  believes  the Company has  adequate
     resources to meet its normal funding requirements.

4.   Earnings Per Share

          Basic earnings per share is computed  based upon the  weighted-average
     shares  outstanding  during  the  period.  Weighted-average  common  shares
     outstanding  totaled  5,090,761  and  5,331,888  for the three months ended


                                       8
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.   Earnings Per Share (continued)

     March 31, 2001 and 2000, Oak Hill  Financial,  Inc.  respectively.  Diluted
     earnings  per share is computed  taking into  consideration  common  shares
     outstanding  and dilutive  potential  common  shares to be issued under the
     Company's  stock option plan.  Weighted-average  common shares deemed to be
     outstanding  for purposes of computing  diluted  earnings per share totaled
     5,090,761 and 5,331,888 for the three months ended March 31, 2001 and 2000,
     respectively.

          There were no incremental  shares  related to the assumed  exercise of
     stock options included in the computation of diluted earnings per share for
     three  months  ended  March 31,  2001 and 2000,  respectively.  Options  to
     purchase  703,063  and  606,876  shares of common  stock with a  respective
     weighted-average  exercise  price of $14.79 and $14.42 were  outstanding at
     March  31,  2001  and  2000,  respectively,  but  were  excluded  from  the
     computation of common share equivalents  because their exercise prices were
     greater than the average market price of the common shares.

5.   Effects of Recent Accounting Pronouncements

          In June 1998, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting
     for Derivative Instruments and Hedging Activities," which requires entities
     to recognize all derivatives in their financial statements as either assets
     or liabilities measured at fair value.

          SFAS  No.  133  specifies  new  methods  of  accounting   for  hedging
     activities,  prescribes the items and transactions that may be hedged,  and
     specifies detailed criteria to be met to qualify for hedging accounting.

          The definition of a derivative financial instrument is complex, but in
     general,  it is an  instrument  with  one or more  underlyings,  such as an
     interest  rate or  foreign  exchange  rate that is  applied  to a  notional
     amount,  such  as an  amount  of  currency,  to  determine  the  settlement
     amount(s).  It generally requires no significant initial investment and can
     be settled net or by delivery  of an asset that is readily  convertible  to
     cash.  SFAS No. 133 applies to  derivatives  embedded  in other  contracts,
     unless the  underlying  of the embedded  derivative  is clearly and closely
     related to the host contract.  SFAS No. 133, as amended by SFAS No. 137, is
     effective  for fiscal years  beginning  after June 15,  2000.  On adoption,
     entities are permitted to transfer  held-to-maturity  debt securities to an
     available-for-sale  or trading category without calling into question their
     intent to hold other debt securities to maturity in the future.  Management
     adopted  SFAS No.  133  effective  January 1, 2001,  as  required,  without
     material effect on the Company's consolidated financial position or results
     of operations.

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













                                       9
<PAGE>
                            Oak Hill Financial, Inc.

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

Discussion  of Financial  Condition  Changes from December 31, 2000 to March 31,
2001

     The Company's total assets amounted to $723.3 million at March 31, 2001, an
increase of $28.7  million,  or 4.1%,  over the $694.6  million at December  31,
2000.  The increase  was funded  primarily  through  growth in deposits of $19.3
million,  an increase in FHLB  advances  of $8.3  million,  an increase in notes
payable of $100,000, and an increase in stockholders' equity of $700,000.

     Cash and due from banks,  federal funds sold,  and  investment  securities,
including mortgage-backed securities, increased by $13.4 million, or 18.0%, to a
total of $88.0 million at March 31, 2001,  compared to $74.6 million at December
31, 2000. Investment securities increased by $8.4 million, as purchases of $20.5
million  exceeded  maturities  and repayments of $1.3 million and sales of $11.6
million.  Federal funds sold  increased by $4.5 million  during the  three-month
period ended March 31, 2001.

     Loans  receivable  totaled $614.4 million at March 31, 2001, an increase of
$15.3  million,   or  2.6%,   over  total  loans  at  December  31,  2000.  Loan
disbursements  totaled $74.5 million during the  three-month  period ended March
31,  2001,  which  were  partially  offset by loan  sales of $11.0  million  and
principal  repayments  of $47.5  million.  Loan  origination  and  sales  volume
increased by $4.6  million and $8.8  million,  respectively,  as compared to the
same period in 2000.  The  Company's  loan  growth for the period was  comprised
primarily of an $834,000, or 0.2%, increase in loans secured by residential real
estate and an $18.1 million,  or 11.9%,  increase in commercial and other loans,
which were partially offset by a $3.0 million,  or 4.2%, decrease in installment
loans net of unearned interest and a $176,000, or 11.0%, decrease in credit card
loans. The Company's allowance for loan losses amounted to $7.6 million at March
31, 2001, an increase of $422,000, or 5.9%, over the total at December 31, 2000.
The  allowance  for loan  losses  represented  1.22% and 1.19% of the total loan
portfolio at March 31, 2001 and December 31, 2000, respectively. Net charge-offs
totaled approximately $145,000 and $350,000 for the three months ended March 31,
2001 and 2000,  respectively.  The Company's  allowance  represented 139.23% and
250.81% of nonperforming  loans,  which totaled $5.5 million and $2.9 million at
March  31,  2001  and  December  31,  2000,  respectively.  At March  31,  2001,
nonperforming  loans were  comprised of $705,000 in  installment  loans and $4.8
million of loans  secured  primarily by commercial  real estate and  one-to-four
family residential real estate. In management's opinion, all nonperforming loans
were adequately collateralized at March 31, 2001.

     Deposits  totaled  $581.9  million at March 31, 2001,  an increase of $19.3
million,  or 3.4%,  over the $562.6  million  total at December  31,  2000.  The
increase resulted primarily from management's  continuing  marketing efforts and
competitive  pricing with respect to mid-term  certificate  of deposit  products
throughout  the Banks' branch  network.  Proceeds from deposit  growth were used
primarily  to fund loan  originations  and  purchases of  investment  securities
during the period.

     Advances from the Federal Home Loan Bank totaled $78.4 million at March 31,
2001, an increase of $8.3 million,  or 11.8%,  over the December 31, 2000 total.
Notes payable increased by $100,000,  or 4.3%.  Proceeds from advances and notes
payable were primarily used to fund loan originations during the period.

     In March 2000,  a Delaware  statutory  business  trust owned by the Company
(the "Trust"),  issued $5.0 million of mandatorily  redeemable debt  securities.
The debt securities issued by the trust are included in the Company's regulatory
capital,  specifically  as a component of Tier I capital.  The proceeds from the
issuance of the subordinated  debentures and common  securities were used by the
Trust to  purchase  from the Company  $5.0  million of  subordinated  debentures
maturing on March 8, 2030. The subordinated debentures are the sole asset of the
Trust, and the Company owns all of the common securities of the Trust.  Interest
payments on the debt securities are to be made  semi-annually at an annual fixed
rate of interest of 10.875% and are reported as a component of interest  expense
on  borrowings.  The net proceeds  received by the Company were used for general
corporate  purposes,  including  repurchasing the Company's stock, and providing
general working capital.

     The Company's  stockholders'  equity amounted to $50.6 million at March 31,
2001, an increase of $700,000,  or 1.4%,  over the balance at December 31, 2000.
The  increase  resulted  primarily  from net  earnings  of $1.8  million  and an
increase of $463,000 in the unrealized  gains on securities  available for sale,
which were  partially  offset by $556,000 in dividends  declared on common stock
and purchases of treasury shares  totaling $1.0 million.  The Banks are required
to maintain minimum regulatory capital pursuant to federal regulations. At March
31,  2001,  the  Banks'  regulatory  capital  exceeded  all  regulatory  capital
requirements.


                                       10
<PAGE>
                            Oak Hill Financial, Inc.

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

            For the three month periods ended March 31, 2001 and 2000

Comparison of Results of Operations for the Three-Month  Periods Ended March 31,
2001 and 2000

General

     Net  earnings  for the three  months  ended  March 31,  2001  totaled  $1.8
million, a $2,000, or 0.1%,  increase over the amount reported in the comparable
2000  period.  The  increase  in  earnings  resulted  primarily  from a $553,000
increase in net  interest  income,  a $252,000  increase  in other  income and a
$16,000 decrease in the provision for federal income taxes, which were partially
offset  by a  $207,000  increase  in the  provision  for  losses  on loans and a
$612,000 increase in general, administrative and other expense.

Net Interest Income

     Total interest  income for the three months ended March 31, 2001,  amounted
to $15.1 million,  an increase of $2.7 million, or 22.0%, over the $12.4 million
reported in the comparable  2000 period.  Interest income on loans totaled $14.0
million, an increase of $2.6 million, or 22.6%, over the comparable 2000 period.
This increase resulted primarily from a $91.7 million, or 17.6%, increase in the
weighted-average  ("average")  portfolio balance,  from $521.7 million to $613.4
million  for the  three  months  ended  March 31,  2000 and 2001,  respectively,
coupled with a 45 basis point increase in the average yield, from 8.79% to 9.24%
for the three  months  ended  March 31,  2000 and 2001,  respectively.  Interest
income on investment securities and other  interest-earning  assets increased by
$158,000,  or 15.9%.  The increase  resulted  primarily from a $6.8 million,  or
11.0%,  increase in the average portfolio  balance,  from $62.8 million to $69.6
million  for the  three  months  ended  March 31,  2000 and 2001,  respectively,
coupled with a 34 basis point increase in the average yield, from 6.38% to 6.72%
for the three months ended March 31, 2000 and 2001, respectively.

     Total interest  expense amounted to $8.4 million for the three months ended
March 31, 2001,  an increase of $2.2  million,  or 34.9%,  over the $6.2 million
reported in the comparable 2000 period.  Interest expense on deposits  increased
by $1.8 million, or 34.2%, to a total of $7.2 million for the three months ended
March 31, 2001. The increase resulted primarily from a $75.6 million,  or 16.9%,
increase in the average portfolio balance, from $447.6 million to $523.2 million
for the three months ended March 31, 2000 and 2001, respectively, coupled with a
76 basis point  increase in the average cost of deposits from 4.82% to 5.58% for
the three months ended March 31, 2000 and 2001,  respectively.  Interest expense
on borrowings increased by $347,000,  or 39.3%, for the three-month period ended
March 31, 2001. This increase was due to an $18.3 million, or 29.2%, increase in
average  borrowings  outstanding,  from $62.5  million to $80.8  million for the
three  months  ended March 31, 2000 and 2001,  respectively,  coupled  with a 50
basis point  increase in the average cost of  borrowings  from 5.67% in to 6.17%
for the three months ended March 31, 2000 and 2001, respectively.

     As a result of the  foregoing  changes  in  interest  income  and  interest
expense,  net interest  income  increased by  $553,000,  or 9.0%,  for the three
months  ended March 31,  2001,  as compared to the three  months ended March 31,
2000. The interest rate spread  decreased by 28 basis points to 3.33% from 3.61%
for the three  months  ended  March 31,  2001 and  2000,  respectively.  The net
interest  margin  decreased  by 25 basis  points  to 3.99%  from  4.24%  for the
three-months ended March 31, 2001 and 2000, respectively.

Provision for Losses on Loans

     The  provision  for  losses on loans  represents  a charge to  earnings  to
maintain  the  allowance  at a level  management  believes is adequate to absorb
losses  in the loan  portfolio.  The  Company's  provision  for  losses on loans
amounted to $567,000 for the three  months ended March 31, 2001,  an increase of
$207,000,  or 57.5%,  compared to the same  period in 2000.  The  provision  for
losses  on loans in the  three-month  period  ended  March 31,  2001,  generally
reflects  the $15.7  million of growth in the loan  portfolio  during the period
coupled with an increase in the level of  nonperforming  loans year to year. Net
loan charge-offs amounted to $145,000 for the three months ended March 31, 2001,
as compared to $350,000 for the three months ended March 31, 2000.





                                       11
<PAGE>
                            Oak Hill Financial, Inc.

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

            For the three month periods ended March 31, 2001 and 2000

Comparison of Results of Operations for the Three-Month  Periods Ended March 31,
2001 and 2000 (continued)

Provision for Losses on Loans (continued)

     Although management believes that it uses the best information available in
providing  for possible  loan losses and believes that the allowance is adequate
at March 31, 2001,  future  adjustments to the allowance  could be necessary and
net  earnings  could be affected if  circumstances  and/or  economic  conditions
differ   substantially   from  the  assumptions   used  in  making  the  initial
determinations.

Other Income

     Other income totaled $873,000 for the three months ended March 31, 2001, an
increase of $252,000,  or 40.6%, over the amount reported in the comparable 2000
period. This increase resulted primarily from a $100,000,  or 17.9%, increase in
service fees, charges, and other operating income and an increase of $156,000 in
gain  on sale  of  loans,  which  were  partially  offset  by a  $4,000  loss on
investment securities transactions.

General, Administrative and Other Expense

     General,  administrative  and other  expense  totaled  $4.4 million for the
three months ended March 31, 2001, an increase of $612,000,  or 16.2%,  over the
amount reported in the comparable 2000 period.  The increase resulted  primarily
from a $529,000,  or 24.1%,  increase in employee  compensation and benefits, an
increase of $47,000,  or 10.1%,  in occupancy and  equipment,  and a $5,000,  or
0.5%, increase in other operating expense.

     The increase in employee  compensation and benefits resulted primarily from
increased  staffing levels required in connection with the  establishment of new
branch locations,  additional  management staffing,  and normal merit increases,
and an increase in benefit plan expense year to year.  The increase in occupancy
and  equipment  expense was due  primarily to a $37,000,  or 20.8%,  increase in
depreciation expense. The increase in other operating expense resulted primarily
from a $32,000 increase in professional fees and an increase in costs associated
with ATM transaction  charges and data processing  totaling $14,000,  which were
partially  offset by a $43,000  recapture of a credit card processing  write-off
during the fourth quarter of 2000.

Federal Income Taxes

     The provision for federal  income taxes  amounted to $869,000 for the three
months ended March 31, 2001, a decrease of $16,000,  or 1.8%,  from the $885,000
recorded for the comparable 2000 period.  The decrease resulted primarily from a
$14,000,  or 0.5%,  decrease in earnings  before taxes.  The effective tax rates
were  33.0%  and  33.4%  for the three  months  ended  March 31,  2001 and 2000,
respectively.


Item 3:        Quantitative and Qualitative Disclosure About Market Risk

               There has been no significant change from disclosures included in
               the  Company's  Annual  Report on Form 10-K for the period  ended
               December 31, 2000.







                                       12
<PAGE>
                            Oak Hill Financial, Inc.

                                     PART II

Item 1:   Legal Proceedings

          Not applicable

Item 2:   Changes in Securities

          Not applicable

Item 3:   Defaults Upon Senior Securities

          Not applicable

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

          (a)           The Company held its 2001 Annual Meeting of Stockholders
                        on April 25, 2001. Holders of 4,696,470 common shares of
                        the  Company  were  present,  representing  92.6% of the
                        Company's 5,072,131 common shares outstanding.

          (b) and (c)   The  following  persons were  elected Class I members of
                        the Company's Board of Directors to serve until the 2003
                        Annual  Meeting  or  until  their  successors  are  duly
                        elected and qualified.  Each person received  the number
                        of  votes  for  or  the  number of  votes with authority
                        withheld, indicated below.
<TABLE>
<CAPTION>

                        Name                               Votes For          Votes Withheld
                        ----                               ---------          --------------

<S>                                                           <C>                  <C>
                        Evan E. Davis                      4,685,895               10,575
                        C. Clayton Johnson                 4,685,895               10,575
                        John D. Kidd                       4,685,770               10,700
                        D. Bruce Knox                      4,685,270               11,200
                        Richard P. LeGrand                 4,685,895               10,575
</TABLE>

                        The  continuing  Class II Directors,  whose terms expire
                        at the  2002  Annual Meeting are Barry M. Dorsey, Ed.D.,
                        Rick  A.  McNelly,  Donald  R. Seigneur,  and  H.  Grant
                        Stephenson.

                        The  proposal for the ratification of the appointment of
                        Grant  Thornton  LLP  as  independent  audito r for  the
                        Company  for  the  year  ending  December  31, 2001, was
                        approved  with  4,683,243  votes FOR, 900 votes AGAINST,
                        and 12,327 votes ABSTAIN.

Item 5:   Other Information

          On April 11, 2000,  the Company  announced its intention to repurchase
          up to 320,000 shares,  or approximately  6% of its outstanding  common
          stock.  The  repurchase  program,  which was originally to run through
          December  31,  2000,  was  extended  until June 30,  2001 or until the
          entire  amount of shares  authorized  was  repurchased,  whichever was
          earlier. The Company's Board of Directors approved the buyback program
          in light of the existing market conditions and the capital position of
          the Company.

          The  buyback  was  completed  in the  first  quarter,  with a total of
          326,620  shares  repurchased  over  the  course  of the  program.  The
          repurchased  shares have become  treasury shares that will be used for
          general  corporate  purposes,   including   mitigating  the  potential
          dilutive effect of the Company's stock option plan.

          In April 2001, the Company  entered into an agreement to sell a branch
          location  with  approximately  $10.7  million in  deposits  to another
          financial institution. The sale is subject to regulatory approvals and
          is expected to close before December 31, 2001.


                                       13
<PAGE>
                            Oak Hill Financial, Inc.

                               PART II (CONTINUED)

Item 6:   Exhibits and Reports on Form 8-K (continued)

          Item 6:  Exhibits and Reports on Form 8-K

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

          (a)  Form 8-K,  dated January 23, 2001,  filed with the Securities and
               Exchange Commission on January 23, 2001.

          (b)  Form 8-K,  dated April 20, 2001,  filed with the  Securities  and
               Exchange Commission on April 20, 2001.










































                                       14

<PAGE>
                                   SIGNATURES

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




Date: May 2, 2001                   By: /s/ John D. Kidd
                                        -------------------------------------
                                        John D. Kidd
                                        President and Chief Executive Officer




Date: May 2, 2001                   By: /s/ Ron J. Copher
                                        --------------------------------------
                                        Ron J. Copher
                                        Chief Financial Officer









































                                       15