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


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


                         Commission File Number: 0-26876


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

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

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

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


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

                                 Yes [X] No [_]


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

                                 Yes [X] No [_]


     As of August 16, 2004, the latest practicable date, 5,543,514 shares of the
Registrant's common stock, $.50 stated value, were outstanding.



<PAGE>



                            Oak Hill Financial, Inc.

                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----


                           PART II - OTHER INFORMATION

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

Certifications                                                               4







                                       2
<PAGE>

Oak Hill Financial, Inc.
PART II - OTHER INFORMATION


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

         Exhibits:
         ---------

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

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

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

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

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


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

          Form 8-K,  dated July 9, 2004,  filed with the Securities and Exchange
          Commission on July 9, 2004.

                    o    Press Release of Oak Hill Financial,  Inc.,  dated July
                         8, 2004,  announcing the Company's earnings for the six
                         and three  months  ("second  quarter")  ended  June 30,
                         2004.

          Form 8-K, dated July 20, 2004,  filed with the Securities and Exchange
          Commission on July 21, 2004

                    o    Press Release of Oak Hill Financial,  Inc.,  dated July
                         20,  2004,   announcing  the  Company's  signing  of  a
                         definitive  agreement to purchase  The Ripley  National
                         Bank.









                                       3
<PAGE>




                                   SIGNATURES


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


                                         Oak Hill Financial, Inc.



Date: August 17, 2004                    By:  /s/ R.  E.  Coffman, Jr.
                                             -----------------------------------
                                             R. E. Coffman, Jr.
                                             President & Chief Executive Officer




Date: August 17, 2004                    By:  /s/ Ron J. Copher
                                             -----------------------------------
                                             Ron J. Copher
                                             Chief Financial Officer




                                       4