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, 2000


                         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 July 28, 2000 the latest  practicable  date,  5,188,306 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                                       11

Item 3:  Quantitative and Qualitative Disclosures About Market Risk        15


                          PART II - OTHER INFORMATION

Item 1:  Legal Proceedings                                                 16

Item 2:  Changes in Securities and Use of Proceeds                         16

Item 3:  Default Upon Senior Securities                                    16

Item 4:  Submission of Matters to a Vote of Security Holders               16

Item 5:  Other Information                                                 16

Item 6:  Exhibits and Reports on Form 8-K                                  16

Signatures













                                      - 2 -

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

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)


                                                                                             June30,        December 31,
         ASSETS                                                                                2000                1999
<S>                                                                                           <C>                  <C>
Cash and due from banks                                                                   $  12,230            $ 14,675
Federal funds sold                                                                              191               3,854
Investment securities designated as held to maturity - at cost
   (approximate market value of $4,796 at June 30, 2000)                                      4,947                   -
Investment securities designated as available for sale - at market                           54,054              53,338

Loans receivable - net                                                                      547,649             507,726
Loans held for sale - at lower of cost or market                                                  -                 243
Office premises and equipment - net                                                           9,350               9,256
Federal Home Loan Bank stock  - at cost                                                       4,574               4,079
Accrued interest receivable                                                                   3,924               3,593


Goodwill - net                                                                                  266                 283
Prepaid expenses and other assets                                                             1,613                 312
Prepaid federal income tax                                                                        -               1,220
Deferred federal income tax asset                                                             2,050               1,521
                                                                                            -------             -------

         Total assets                                                                      $640,848            $600,100
                                                                                            =======             =======



         LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                                   $501,113            $488,880
Securities sold under agreements to repurchase                                                  377               1,172
Advances from the Federal Home Loan Bank                                                     82,371              59,680
Guaranteed preferred beneficial interests in the Corporation's
   junior subordinated debentures                                                             5,000                   -
Accrued interest payable and other liabilities                                                3,324               2,644
Federal income taxes payable                                                                    102                   -
                                                                                            -------             -------
         Total liabilities                                                                  592,287             552,376

Stockholders' equity
 Common stock - $.50 stated value;  authorized 15,000,000 shares,  5,402,851 and
    5,369,576 shares issued at June 30, 2000 and December 31, 1999, respectively              2,701               2,683
 Additional paid-in capital                                                                   4,925               4,650
 Retained earnings                                                                           45,243              42,724
 Treasury stock (181,945 and 50,900 shares - at cost at
     June 30, 2000 and December 31, 1999, respectively)                                      (2,661)               (755)
  Accumulated comprehensive loss:
     Unrealized losses on securities designated as available
        for sale, net of related tax effects                                                 (1,647)             (1,578)
                                                                                            -------             -------

         Total stockholders' equity                                                          48,561              47,724
                                                                                            -------             -------

         Total liabilities and stockholders' equity                                        $640,848            $600,100
                                                                                            =======             =======
</TABLE>

                                      - 3 -

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

                       CONSOLIDATED STATEMENTS OF EARNINGS

                        (In thousands, except share data)


                                                                    Six Months Ended                 Three Months Ended
                                                                          June 30                           June 30
                                                                   2000         1999                  2000         1999
                                                                          (Restated)                         (Restated)
<S>                                                                 <C>         <C>                  <C>            <C>
Interest income
  Loans                                                         $23,511      $18,512               $12,105      $ 9,328
  Investment securities                                           1,816        2,767                   948        1,346
  Interest-bearing deposits and other                               221          394                    93          181
                                                                 ------       ------                ------       ------
         Total interest income                                   25,548       21,673                13,146       10,855


Interest expense
  Deposits                                                       11,092        9,596                 5,732        4,705
  Borrowings                                                      2,060        1,093                 1,178          559
                                                                 ------       ------                ------       ------
         Total interest expense                                  13,152       10,689                 6,910        5,264
                                                                 ------       ------                ------       ------


         Net interest income                                     12,396       10,984                 6,236        5,591

Provision for losses on loans                                       858          719                   498          409
                                                                 ------       ------                ------       ------

         Net interest income after
           provision for losses on loans                         11,538       10,265                 5,738        5,182

Other income
  Gain on sale of loans                                              66          463                     5          154
  Gain on investment securities transactions                          -           18                     -            3
  Service fees, charges and other operating                       1,202          973                   642          529
                                                                 ------       ------                ------       ------
         Total other income                                       1,268        1,454                   647          686

General, administrative and other expense
 Employee compensation and benefits                               4,225        3,677                 2,029        1,842
 Occupancy and equipment                                            922          852                   457          436
 Federal deposit insurance premiums                                  49           58                    25           25
 Franchise taxes                                                    266          267                   123          122
 Other operating                                                  1,977        1,482                 1,034          761
                                                                 ------       ------                ------       ------
         Total general, administrative
           and other expense                                      7,439        6,336                 3,668        3,186
                                                                 ------       ------                ------       ------

         Earnings before income taxes                             5,367        5,383                 2,717        2,682

Federal income taxes
  Current                                                         2,288        1,769                   461          921
  Deferred                                                         (492)          (5)                  450          (43)
                                                                 ------       ------                ------       ------

         Total federal income taxes                               1,796        1,764                   911          878
                                                                 ------       ------                ------       ------

         NET EARNINGS                                           $ 3,571      $ 3,619               $ 1,806      $ 1,804
                                                                 ======       ======                ======       ======

         EARNINGS PER SHARE
           Basic                                                   $.67         $.68                  $.34         $.34
                                                                    ===          ===                   ===          ===
           Diluted                                                 $.67         $.67                  $.34         $.33
                                                                    ===          ===                   ===          ===
</TABLE>



                                      - 4 -

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

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)


                                                                      Six Months                       Three Months
                                                                         Ended                              Ended
                                                                        June 30,                           June 30,
                                                                   2000         1999                  2000         1999
                                                                           (Restated)                         (Restated)
<S>                                                                <C>           <C>                  <C>          <C>
Net earnings                                                    $ 3,571      $ 3,619               $ 1,806      $ 1,804

Other comprehensive income (loss), net of tax:

   Unrealized gains (losses) on securities
     designated as available for sale,
     net of tax of $(37), $(659), $38, and $(509)
     for the respective periods                                     (69)      (1,268)                   74         (987)

    Reclassification adjustment for gains included
     in net earnings, net of tax of $(6) and $(1)
     for the six and three months ended June 30, 1999                 -          (12)                    -           (2)
                                                                 ------      -------                ------       ------

Comprehensive income                                            $ 3,645      $ 2,339               $ 1,880      $   815
                                                                 ======       ======                ======       ======

Accumulated other comprehensive loss                            $(1,647)     $(1,136)              $(1,647)     $(1,136)
                                                                 ======       ======                ======       ======
</TABLE>


























                                      - 5 -

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                        For the six months ended June 30,
                                 (In thousands)


                                                                                               2000            1999
                                                                                                          (Restated)
<S>                                                                                            <C>             <C>
  Cash flows from operating activities:
    Net earnings for the period                                                            $  3,571        $  3,619

    Adjustments  to  reconcile  net  earnings to net cash  provided by (used in)
     operating activities:
      Depreciation and amortization                                                             397             369
      Amortization of premiums and discounts on investment securities - net                      28             119
      Amortization of deferred loan origination costs                                            75             187
      Federal Home Loan Bank stock dividends                                                   (135)           (129)
      Loans originated for sale in secondary market                                          (4,143)        (24,428)
      Proceeds  from sale of loans in the secondary market                                    4,399          26,942
      Gain on sale of loans                                                                     (13)           (221)
      Provision for losses on loans                                                             858             719
      Gain on investment securities transactions                                                  -             (18)
      Loss on sale of assets                                                                     19               -
      Increase (decrease) in cash due to changes in:
        Accrued interest receivable                                                            (331)            106
        Prepaid expenses and other assets                                                      (988)           (652)
        Accrued expenses and other liabilities                                                  680             188
        Federal income taxes
          Current                                                                             1,322             235
          Deferred                                                                             (492)             (5)
                                                                                            -------         -------
               Net cash provided by operating activities                                      5,247           7,031

Cash flows provided by (used in) investing activities:
   Loan  principal repayments                                                               111,408          89,877
   Loan disbursements                                                                      (152,844)       (118,063)
   Purchase of loans                                                                              -            (432)
   Principal repayments on mortgage-backed securities
     designated as available-for-sale                                                           766           2,403
   Principal repayments on mortgage-backed securities
     designated as held-to-maturity                                                               -           2,956
   Proceeds from maturity and redemption of investment securities                               330          13,745
   Proceeds from investment securities transactions                                               -           3,777
   Purchase of office premises and equipment                                                   (516)           (565)
   Proceeds from sale of assets                                                                 290              18
   Purchase of investment securities designated as available-for-sale                        (1,946)        (16,088)
   Purchase of investment securities designated as held-to-maturity                          (4,947)           (543)
   Decrease in federal funds sold - net                                                       3,663           9,583
   Purchase of Federal Home Loan Bank stock                                                    (360)              -
                                                                                            -------         -------
              Net cash used in investing activities                                         (44,156)        (13,332)
                                                                                            -------         -------

              Net cash used in operating and investing
                activities (balance carried forward)                                        (38,909)         (6,301)
                                                                                            -------         -------
</TABLE>




                                      - 6 -

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

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                        For the six months ended June 30,
                                 (In thousands)

                                                                                               2000            1999
                                                                                                         (Restated)
<S>                                                                                            <C>            <C>
      Net cash used in operating and investing
        activities (balance brought forward)                                              $ (38,909)       $ (6,301)

Cash flows provided by (used in) financing activities:
  Proceeds from (repayments of) securities sold under agreement to repurchase                  (795)             39
  Net increase (decrease) in deposit accounts                                                12,233          (7,285)
  Proceeds from Federal Home Loan Bank advances                                             556,405          21,890
  Repayment of Federal Home Loan Bank advances                                             (533,714)        (11,450)
  Increase in federal funds purchased - net                                                       -             700
  Proceeds from issuance of shares under stock option plan                                      293             240
  Proceeds from issuance of debt securities                                                   5,000               -
  Advances by borrowers for taxes and insurance                                                   -            (442)
  Accounts payable on mortgage loans serviced for others                                          -             (16)
  Purchase of treasury stock                                                                 (1,906)              -
  Dividends paid on common shares                                                            (1,052)           (840)
                                                                                            -------         -------

       Net cash provided by financing activities                                             36,464           2,836
                                                                                            -------         -------

Net decrease in cash and cash equivalents                                                    (2,445)         (3,465)
Cash and cash equivalents at beginning of period                                             14,675          13,650
                                                                                            -------         -------
Cash and cash equivalents at end of period                                                 $ 12,230        $ 10,185
                                                                                            =======         =======


Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
    Federal income taxes                                                                   $  1,285        $  1,535
                                                                                            =======         =======

    Interest on deposits and borrowed money                                                $ 12,694        $ 10,897
                                                                                            =======         =======

Supplemental disclosure of noncash investing activities:
  Transfers of loans held for investment to held for sale                                  $      -        $    456
                                                                                            =======         =======

  Transfers of loans held for sale to held for investment                                  $      -        $    873
                                                                                            =======         =======

  Transfer of allowance for loan losses from a general to a specific allocation            $      -        $     22
                                                                                            =======         =======

  Transfer from loans to real estate acquired through foreclosure                          $    873        $    136
                                                                                            =======         =======

  Unrealized losses on securities designated as available
    for sale, net of related tax effects                                                   $    (69)       $ (1,280)
                                                                                            =======         =======

  Recognition of mortgage servicing rights in
    accordance with SFAS No. 125                                                           $     53        $    242
                                                                                            =======         =======
</TABLE>


                                      - 7 -

<PAGE>
                            Oak Hill Financial, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       Basis of Presentation

                  On October 1, 1999, Oak Hill  Financial,  Inc. (the "Company")
         combined with Towne Financial  Corporation  ("Towne Financial") and its
         wholly-owned subsidiary Blue Ash Building and Loan Company ("Blue Ash")
         in a transaction  whereby Towne  Financial was merged with and into the
         Company  and  Blue  Ash,   renamed  Towne  Bank  ("Towne"),   became  a
         wholly-owned  subsidiary of the Company.  The transaction was accounted
         for as a pooling-of-interests.  Accordingly, the consolidated financial
         statements  have been  restated to reflect the effects of the  business
         combination  as of January 1, 1999.  Pursuant to the merger  agreement,
         the Company  issued  917,361 shares of common stock in exchange for the
         shares of Towne.

                  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 generally accepted accounting principles.
         Accordingly,  these financial  statements should be read in conjunction
         with the  consolidated  financial  statements  and notes thereto of Oak
         Hill Financial,  Inc. (the "Company")  included in the Annual Report on
         Form  10-K  for  the  year  ended  December  31,  1999.  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 and six month periods ended June 30, 2000 are
         not necessarily indicative of the results which 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 Banks (the
         "Bank"),  Towne,  (collectively  hereinafter  the "Banks"),  and Action
         Finance Company ("Action").  All significant  intercompany balances and
         transactions have been eliminated.

3.       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 5,308,940,  5,285,922, 5,224,241, and
         5,285,799 for the three and  six-month  periods ended June 30, 2000 and
         1999, respectively. Diluted earnings per share are 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  outstanding  for  purposes of
         computing  diluted  earnings per share  totaled  5,308,940,  5,285,922,
         5,395,933, and 5,396,334 for the three and six-month periods ended June
         30,  2000 and 1999,  respectively.  There  were  171,692,  and  110,535
         incremental  shares  related to the assumed  exercise of stock  options
         included in the computation of diluted earnings per share for the three
         and six-month periods ended June 30, 1999.  Options to purchase 592,026
         shares of common stock with a weighted-average exercise price of $14.64
         were  outstanding  at  June  30,  2000,  but  were  excluded  from  the
         computation of common shares  equivalent  because their exercise prices
         were greater than the average market price of the common shares.




                                      - 8 -

<PAGE>
                            Oak Hill Financial, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.             Effects of Recent Accounting Pronouncements

                  In June 1998, the Financial  Accounting  Standards  Board (the
         "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  also   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 derivative financial instruments is complex,
         but in general, it is an instrument with one or more underlyings,  such
         as 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 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 underling 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.  SFAS No. 133 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, 1999 to June 30,
2000

     At June 30,  2000,  the  Company  had total  assets of $640.8  million,  an
increase of approximately $40.7 million, or 6.8%, over December 31, 1999 levels.
The  increase  in total  assets was funded  primarily  by growth in the  deposit
portfolio  of $12.2  million,  undistributed  net  earnings of $2.5  million and
increases of $22.7  million and $5.0 million in Federal Home Loan Bank  advances
and capital securities, respectively.

     Cash, federal funds sold and investment securities totaled $71.4 million at
June 30, 2000, a decrease of $445,000,  or 0.6%,  from December 31, 1999 levels.
During the six months ended June 30, 2000,  management purchased $6.9 million of
investment securities,  while $1.1 million of securities matured or were called.
Securities  purchased  consisted  primarily of U.S. government agency securities
and  trust  preferred  securities,  the  latter  of  which  were  classified  as
held-to-maturity.

     Loans receivable and loans held for sale totaled $547.6 million at June 30,
2000,  an increase of $39.7  million,  or 7.8%,  over the total at December  31,
1999. Loan disbursements  totaled  approximately  $157.0 million during the 2000
six-month  period,  while  principal  repayments  and sales  amounted  to $112.0
million and $4.4 million,  respectively.  Loan disbursements  increased by $14.5
million,  or 10.2%, during the 2000 period, as compared to the comparable period
in 1999. Loans originated in 2000 were primarily comprised of commercial and 1-4
family residential loans.

     The Company's  allowance  for loan losses  amounted to $6.5 million at June
30, 2000, an increase of $337,000, or 5.5%, over the total at December 31, 1999.
The allowance for loan losses  represented  1.17% of the total loan portfolio at
June 30,  2000,  as compared  to 1.19% at December  31,  1999.  Net  charge-offs
totaled  approximately  $521,000  and $352,000 for the six months ended June 30,
2000 and 1999,  respectively.  The Company's  allowance  represented  405.8% and
192.4% of non-performing  loans,  which totaled $1.6 million and $3.2 million at
June 30, 2000 and December 31, 1999,  respectively.  Nonperforming loans at June
30, 2000  consisted of $587,000 in  installment  loans and $1.0 million of loans
secured  primarily by commercial real estate and 1 - 4 family  residential  real
estate. In management's  opinion,  all nonperforming loans at June 30, 2000 were
adequately collateralized.

     The deposit  portfolio totaled $501.1 million at June 30, 2000, an increase
of $12.2 million,  or 2.5%, over December 31, 1999 levels. The increase resulted
primarily  from  management's  marketing  efforts and  competitive  pricing with
respect to midterm certificates of deposit products throughout the Banks' branch
network.  Proceeds  from  deposit  growth were  utilized  primarily to fund loan
originations.

     Advances  from the Federal Home Loan Bank totaled $82.4 million at June 30,
2000, an increase of $22.7 million,  or 38.0%, over December 31, 1999.  Proceeds
from advances were 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 debt securities and common  securities were used by the Trust to
purchase  from the  Company  $5.0  million  of  junior  subordinated  debentures
maturing on March 8, 2030. The subordinated debentures



                                     - 10 -

<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, 1999 to June 30,
2000 (continued)

are the sole  assets  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  interest  rate of 10 7/8%  and are  reported  as a
component of interest  expense on borrowings.  The net proceeds  received by the
Company  from the sale of the debt  securities  were used for general  corporate
purposes,  including repaying existing indebtedness,  repurchasing the Company's
stock,  extending credit to the Company's  subsidiaries,  and providing  general
working capital.

     The Bank is required to maintain  minimum  regulatory  capital  pursuant to
federal   regulations.   At  June  30,  2000,  the  Bank's  regulatory   capital
substantially exceeded all regulatory capital requirements.



Comparison  of Results of Operations  for the  Six-Month  Periods Ended June 30,
2000 and 1999

General

     Net earnings for the six months ended June 30, 2000 totaled $3.6 million, a
decrease of $48,000,  or 1.3%, from the net earnings  reported in the comparable
1999  period.  The  decrease  in  earnings  in  the  2000  period  is  primarily
attributable to a $186,000  decrease in other income, a $1.1 million increase in
general,  administrative  and other  expenses,  and an  increase  in the federal
income tax provision of $32,000,  which were partially  offset by a $1.3 million
increase in net interest income after provision for losses on loans.

Net Interest Income

     Total  interest  income for the six months ended June 30, 2000 increased by
$3.9  million,   or  17.9%,   reflecting   the  effects  of  growth  in  average
interest-earning  assets from $532.4 million to $591.8 million for the six-month
periods  ending  June 30,  1999 and 2000,  respectively,  and an increase in the
weighted-average  yield  from 8.21% in 1999 to 8.68% in 2000.  Similarly,  total
interest  expense  increased  for the six  months  ended  June 30,  2000 by $2.5
million,  or 23.0%,  also  reflecting  the  growth in  average  interest-bearing
liabilities  from $463.2  million to $517.2  million for the  six-month  periods
ending  June  30,  1999  and  2000,   respectively,   and  an  increase  in  the
weighted-average cost of funds from 4.65% in 1999 to 5.11% in 2000.

     As a result of the  foregoing  changes  in  interest  income  and  interest
expense,  net interest income  increased by $1.4 million,  or 12.9%, for the six
months ended June 30, 2000, as compared to the  comparable  period in 1999.  The
interest  rate spread  amounted to 3.57% and 3.56% for the six months ended June
30, 2000 and 1999, while the net interest margin totaled 4.21% and 4.16% for the
six months ended June 30, 2000 and 1999, respectively.

Provision for Losses on Loans

     The provision for losses on loans totaled $858,000 for the six months ended
June 30, 2000, a $139,000 increase over the comparable 1999 period. The increase
in the provision was primarily  attributable to the growth in the loan portfolio
year-to-year.


                                     - 11 -

<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

        For the three and six month periods ended June 30, 2000 and 1999

Comparison  of Results of Operations  for the  Six-Month  Periods Ended June 30,
2000 and 1999 (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 June 30, 2000, 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  decreased for the six months ended June 30, 2000 by $186,000,
or 12.8%, from the comparable 1999 period. The decrease resulted from a $397,000
decrease in gain on sale of loans and an $18,000  decrease in gain on investment
securities  transactions,  which were partially offset by a $229,000,  or 23.5%,
increase in service fees,  charges and other operating  income.  The decrease in
gain on sale of loans was due primarily to a $22.3 million, or 83.6%,  reduction
in sales  volume  year-to-year.  The decline in sales  volume  reflects the less
favorable market  conditions  resulting from the increase in interest rates over
the period. Management expects such a decline in sales volume to continue in the
current  interest rate  environment.  The increase in service fees,  charges and
other operating income was due primarily to increased  product and service fees,
coupled with the Company's overall growth year-to-year.

General, Administrative and Other Expense

     General,  administrative  and other  expense  increased  for the six months
ended June 30, 2000 by $1.1 million,  or 17.4%,  over the  comparable  six-month
period in 1999. The increase was due primarily to a $548,000, or 14.9%, increase
in employee compensation and benefits, a $70,000, or 8.2%, increase in occupancy
and equipment  expense,  and a $495,000,  or 33.4%,  increase in other operating
expenses.

     The increase in employee  compensation  and  benefits was due  primarily to
increased  staffing levels required in connection with the establishment of five
new branch locations and additional  management  staffing,  combined with normal
merit  increases.  The increase in occupancy and equipment  expense,  as well as
other  operating  expenses,  resulted  primarily  from  expenses  related to the
addition of new branch  facilities,  combined with the Company's  overall growth
year-to-year.

Federal Income Taxes

     The  provision  for federal  income taxes  increased  by $32,000,  or 1.8%,
during the six months  ended June 30,  2000,  as  compared to the same period in
1999. The effective tax rates for the six-month  periods ended June 30, 2000 and
1999 were 33.5% and 32.8%, respectively.











                                     - 12 -

<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

        For the three and six month periods ended June 30, 2000 and 1999

Comparison of Results of Operations for the  Three-Month  Periods Ended June 30,
2000 and 1999

General

     Net earnings for the three months ended June 30, 2000 totaled $1.8 million,
an increase of $2,000,  or 0.1%, over the amount reported in the comparable 1999
period. The increase in earnings in the 2000 period is primarily attributable to
a $556,000  increase in net interest income after provision for losses on loans,
which was partially  offset by a $39,000  decrease in other  income,  a $482,000
increase in  general,  administrative  and other  expense and an increase in the
federal income tax provision of $33,000. .

Net Interest Income

     Total interest income for the three months ended June 30, 2000 increased by
$2.3 million,  or 21.1%,  generally  reflecting the effects of growth in average
interest-earning   assets  from  $531.8   million  to  $603.2  million  for  the
three-month periods ending June 30, 1999 and 2000, respectively, and an increase
in the  weighted-average  yield from 8.19% in 1999 to 8.76% in 2000.  Similarly,
total  interest  expense  increased  for the three months ended June 30, 2000 by
$1.6  million,  or 31.3%,  reflecting  the  growth in  average  interest-bearing
liabilities  from $460.9 million to $527.9 million for the  three-month  periods
ended June 30, 1999 and 2000, respectively,  and an increase in weighted-average
cost of funds from 4.58% in 1999 to 5.26% in 2000.

     As a result of the  foregoing  changes  in  interest  income  and  interest
expense,  net interest  income  increased by $645,000,  or 11.5%,  for the three
months ended June 30, 2000, as compared to the  comparable  quarter in 1999. The
interest rate spread amounted to 3.50% and 3.61% for the three months ended June
30, 2000 and 1999, while the net interest margin totaled 4.16% and 4.22% for the
three months ended June 30, 2000 and 1999, respectively.

Provision for Losses on Loans

     The  provision  for losses on loans  totaled  $498,000 for the three months
ended June 30, 2000, an increase of $89,000,  or 21.8%, over the comparable 1999
period.  The increase in the provision was primarily  attributable  to growth in
the loan portfolio year-to-year.

     Although management believes that it uses the best information available in
providing  for possible  loan losses and believes that the allowance is adequate
at June 30, 2000, 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 decreased for the three months ended June 30, 2000 by $39,000,
or 5.7%, from the comparable 1999 period.  The decrease resulted from a $149,000
decrease in gain on sale of loans and a $3,000  decrease  in gain on  investment
securities  transactions,  which were partially offset by a $113,000,  or 21.4%,
increase in service fees,  charges and other operating income,  due primarily to
increased  product and service fees,  coupled with the Company's  overall growth
year-to-year.



                                     - 13 -

<PAGE>

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

        For the three and six month periods ended June 30, 2000 and 1999

Comparison of Results of Operations for the  Three-Month  Periods Ended June 30,
2000 and 1999 (continued)

General, Administrative and Other Expense

     General,  administrative  and other expense  increased for the three months
ended June 30, 2000 by $482,000,  or 15.1%.  The increase was due primarily to a
$187,000,  or 10.2%,  increase in employee compensation and benefits, a $21,000,
or 4.8%, increase in occupancy and equipment expense, and a $273,000,  or 35.9%,
increase in other operating expenses.

     The increase in employee  compensation  and  benefits was due  primarily to
increased  staffing levels required in connection with the establishment of five
new branch locations and additional  management  staffing,  combined with normal
merit  increases.  The increase in occupancy and equipment  expense,  as well as
other  operating  expenses,  resulted  primarily  from  expenses  related to the
addition of new branch  facilities,  combined with the Company's  overall growth
year-to-year.

Federal Income Taxes

     The  provision  for federal  income taxes  increased  by $33,000,  or 3.8%,
during the three months  ended June 30, 2000,  as compared to the same period in
1999.  The effective tax rates for the  three-month  periods ended June 30, 2000
and 1999 were 33.5% and 32.7%, respectively.


ITEM 3:  Quantitative and Qualitative Disclosures About Market Risk

                  Not applicable


























                                     - 14 -

<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

         None


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 will run
         through  December 31, 2000.  The Company's  Board of Directors
         approved the buyback  program in light of the existing  market
         conditions and the capital position of the Company. As of July
         28,  2000,  the Company had  repurchased  163,645  shares at a
         weighted-average price of $15.19 per share.


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 July 10, 2000,  filed with the Securities
                    and Exchange Commission on July 17, 2000.

          Exhibits:

          27.1      Financial Data Schedule for the six-month period ended
                    June 30, 2000.

          27.2      Restated  Financial  Data  Schedule  for the
                    six-month period ended June 30, 1999.





                                     - 15 -




<PAGE>



                                   SIGNATURES

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





Date:  July 31, 2000                   By: /s/John D. Kidd
       -------------                       ----------------------------
                                              John D. Kidd
                                              President


Date:  July 31, 2000                   By: /s/Ronald J. Copher
       -------------                       ----------------------------
                                              Ronald J. Copher
                                              Chief Financial Officer








































                                     - 16 -