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, 2005


                         Commission File Number: 0-26876


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



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

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

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


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

                                  Yes X  No
                                     ---    ---

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

                                  Yes X  No
                                     ---    ---

      As of August 7, 2005, the latest practicable date, 5,686,081 shares of the
Registrant's common stock, without par value, were 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                               15

Item 3:     Quantitative and Qualitative Disclosures About Market Risk        20

Item 4:     Controls and Procedures                                           20


                           PART II - OTHER INFORMATION

Item 1:     Legal Proceedings                                                 21

Item 2:     Unregistered Sales of Equity Securities and Use of Proceeds       21

Item 3:     Default Upon Senior Securities                                    21

Item 4:     Submission of Matters to a Vote of Security Holders               21

Item 5:     Other Information                                                 22

Item 6:     Exhibits                                                          22

Signatures                                                                    23

Certifications                                                                24


                                      -2-
<PAGE>

PART I - FINANCIAL INFORMATION

Item 1: Financial Statements

Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
                                                                                          (unaudited)
                                                                                             June 30,          December 31,
(In thousands, except share data)                                                                2005                  2004
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                   <C>
ASSETS

Cash and due from banks                                                                  $     23,368          $     31,009
Federal funds sold                                                                                841                   988
Investment securities designated as available for sale - at market                            121,772                88,383
Investment securities designated as held to maturity - at cost (approximate market
     value of $3,970 and $3,853 at June 30, 2005 and December 31, 2004, respectively)           3,630                 3,640
Loans receivable - net                                                                        997,869               912,282
Loans held for sale - at lower of cost or market
                       256
Office premises and equipment - net                                                            19,225                15,489
Federal Home Loan Bank stock - at cost                                                          7,426                 6,590
Real estate acquired through foreclosure                                                          744                 1,614
Accrued interest receivable on loans                                                            3,897                 3,407
Accrued interest receivable on investment securities                                              849                   527
Goodwill                                                                                        7,456                 1,674
Core deposit intangible                                                                         4,650                 1,270
Bank owned life insurance                                                                      12,701                10,118
Prepaid expenses and other assets                                                               2,883                 2,505
Prepaid federal income taxes                                                                    3,956                 2,929
Deferred federal income taxes                                                                      --                   359
---------------------------------------------------------------------------------------------------------------------------
            TOTAL ASSETS                                                                 $  1,211,267         $   1,083,040
===========================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits
     Demand                                                                              $    90,313          $      88,712
     Savings and time deposits                                                                867,941               773,384
---------------------------------------------------------------------------------------------------------------------------
            Total deposits                                                                    958,254               862,096
Securities sold under agreements to repurchase                                                 18,748                 5,359
Advances from the Federal Home Loan Bank                                                      111,924               105,601
Notes payable                                                                                      --                 2,700
Subordinated debentures                                                                        23,000                18,000
Deferred federal income taxes payable                                                           1,600                    --
Accrued interest payable and other liabilities                                                  4,220                 4,241
---------------------------------------------------------------------------------------------------------------------------
            Total liabilities                                                               1,117,746               997,997
Stockholders' equity
     Common stock - $.50 stated value; authorized 15,000,000 shares
     5,875,084 and 5,653,583 shares issued at June 30, 2005 and December 31, 2004               2,938                 2,827
     Additional paid-in capital                                                                14,395                 6,658
     Retained earnings                                                                         80,012                78,071
     Treasury stock (158,703 and 96,302 shares at June 30, 2005 and
       December 31, 2004, respectively - at cost)                                              (4,546)               (3,118)
     Accumulated comprehensive income:
       Unrealized gain on securities designated as available for sale, net
         of related tax effects                                                                   722                   605
---------------------------------------------------------------------------------------------------------------------------
            Total stockholders' equity                                                         93,521                85,043
---------------------------------------------------------------------------------------------------------------------------
            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $  1,211,267         $   1,083,040
===========================================================================================================================
</TABLE>
                                                                -3-

<PAGE>

Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)

<TABLE>
<CAPTION>
                                                                              For the                   For the
                                                                         Three Months Ended         Six Months Ended
                                                                         ------------------         ----------------
                                                                               June 30,                 June 30,
-----------------------------------------------------------------------------------------------------------------------
(In thousands, except share data)                                         2005          2004        2005         2004
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>          <C>          <C>            <C>
INTEREST INCOME

Loans                                                                    $30,425      $26,839      $15,685      $13,540
Investment securities                                                      2,235        1,594        1,291          769
Interest-bearing deposits and other                                          207          129          114           65
-----------------------------------------------------------------------------------------------------------------------
            Total interest income                                         32,867       28,562       17,090       14,374
INTEREST EXPENSE

Deposits                                                                  10,249        7,533        5,539        3,811
Borrowings                                                                 2,946        2,343        1,565        1,155
-----------------------------------------------------------------------------------------------------------------------
            Total interest expense                                        13,195        9,876        7,104        4,966
-----------------------------------------------------------------------------------------------------------------------
            Net interest income                                           19,672       18,686        9,986        9,408
Provision for losses on loans                                              5,459        1,283        4,709          708
-----------------------------------------------------------------------------------------------------------------------
            Net interest income after provision for losses on loans       14,213       17,403        5,277        8,700
OTHER INCOME

Service fees, charges and other operating                                  3,270        2,502        1,863        1,316
Insurance commissions 1,361                                                1,512          690          775
Gain on sale of loans                                                        542          900          224          605
Gain on sale of securities                                                   370          202          227           68
-----------------------------------------------------------------------------------------------------------------------
            Total other income                                             5,543        5,116        3,004        2,764
GENERAL, ADMINISTRATIVE AND OTHER EXPENSE

Employee compensation and benefits                                         7,576        7,078        3,994        3,638
Occupancy and equipment                                                    2,053        1,620        1,051          787
Federal deposit insurance premiums                                            60           53           30           27
Franchise taxes                                                              103          489           50          245
Other operating                                                            4,178        3,684        2,339        1,894
Amortization of core deposit intangible                                      371           --          299           --
Merger-related expenses                                                      453           --          136           --
-----------------------------------------------------------------------------------------------------------------------
            Total general, administrative and other expense               14,794       12,924        7,899        6,591
-----------------------------------------------------------------------------------------------------------------------
            Earnings before federal income taxes (benefits)                4,962        9,595          382        4,873
FEDERAL INCOME TAX (BENEFITS)

Current                                                                      137        3,001       (1,214)       1,409
Deferred                                                                     964          199          995          216
-----------------------------------------------------------------------------------------------------------------------
            Total federal income tax (benefits)                            1,101        3,200         (219)       1,625
-----------------------------------------------------------------------------------------------------------------------
            NET EARNINGS                                                 $ 3,861      $ 6,395      $   601      $ 3,248
=======================================================================================================================
            EARNINGS PER SHARE
                Basic                                                    $   .68      $  1.15      $   .10      $   .59
=======================================================================================================================
                Diluted                                                  $   .66      $  1.12      $   .10      $   .57
=======================================================================================================================
</TABLE>
                                                              -4-

<PAGE>

Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

<TABLE>
<CAPTION>

                                                                             For the               For the
                                                                         Six Months Ended     Three Months Ended
                                                                         ----------------     ------------------
                                                                              June 30,             June 30,
(In thousands)                                                            2005       2004       2005       2004
----------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>        <C>        <C>        <C>
Net earnings                                                            $ 3,861    $ 6,395    $   601    $ 3,248
Other comprehensive income (loss), net of related tax effects:
     Unrealized gains (losses) on securities designated as available
        for sale, net of taxes (benefits) of $192, $(557), $707 and
       $(720), respectively                                                 356     (1,034)     1,312     (1,338)
     Reclassification adjustment for realized gains included in net
       earnings, net of taxes of $131, $71, $79 and $24, respectively      (239)      (131)      (148)       (44)
----------------------------------------------------------------------------------------------------------------
Comprehensive income                                                    $ 3,978    $ 5,230    $ 1,765    $ 1,866
================================================================================================================
Accumulated comprehensive income (loss)                                 $   722    $  (250)   $   722    $  (250)
================================================================================================================
</TABLE>

                                                         -5-

<PAGE>

Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

<TABLE>
<CAPTION>

                                                                             For the Six Months Ended
                                                                             ------------------------
                                                                                    June 30,
(In thousands)                                                                  2005         2004
---------------------------------------------------------------------------------------------------
<S>                                                                          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

     Net earnings for the period                                             $   3,861    $   6,395
     Adjustments to reconcile net earnings to net cash provided by
       operating activities:
            Depreciation and amortization                                          868          510
            Amortization of core deposit intangible                                371
            Gain on sale of securities                                            (370)        (202)
            Amortization of premiums and discounts on investment
                securities - net                                                   398          516
            Amortization of mortgage servicing rights                              190          340
            Proceeds from sale of loans in secondary market                     17,701       31,299
            Loans disbursed for sale in secondary market                       (17,128)     (28,633)
            Gain on sale of loans                                                 (317)        (503)
            Gain on disposition of assets                                          (85)          --
            Amortization of deferred loan origination costs and fees - net        (258)         (65)
            Proceeds from sale of other real estate owned                          970          838
            Loss on sale of other real estate owned                                203           39
            Federal Home Loan Bank stock dividends                                (163)        (120)
            Provision for losses on loans                                        5,459        1,283
            Tax benefit of stock options exercised                                 373          571
            Bank owned life insurance income                                      (189)          --
            Increase (decrease) in cash due to changes in:
                Prepaid expenses and other assets                               (1,155)           6
                Accrued interest receivable                                       (329)        (174)
                Accrued interest payable and other liabilities                   1,268       (1,681)
                Federal income taxes
                  Current                                                        1,008            2
                  Deferred                                                         964          199
---------------------------------------------------------------------------------------------------
                    Net cash provided by operating activities                   13,640       10,620
CASH FLOWS USED IN INVESTING ACTIVITIES:

       Loan disbursements                                                     (152,440)    (205,159)
       Principal repayments on loans                                           137,132      165,958
       Principal repayments on mortgage-backed securities designated
         as available for sale                                                   8,367        9,222
       Proceeds from sale of investment securities designated
         as available for sale                                                  18,891        7,628
       Proceeds from maturity of investment securities                           1,100        3,500
       Proceeds from disposition of assets                                         279           --
       Purchase of investment securities designated
         as available-for-sale                                                 (45,614)     (20,990)
       Purchase of insurance agency                                                (12)          --
       Purchase of other real estate owned                                          --         (282)
       Decrease in federal funds sold - net                                        147           38
       Purchase of office premises and equipment                                (1,091)        (912)
---------------------------------------------------------------------------------------------------
       Lawrence Financial acquisition - net of cash paid                         6,674           --
---------------------------------------------------------------------------------------------------
                    Net cash used in investing activities                      (26,567)     (40,997)
---------------------------------------------------------------------------------------------------
                    Net cash used in operating and investing activities
                      (balance carried forward)                                (12,927)     (30,377)
---------------------------------------------------------------------------------------------------
</TABLE>


                                               -6-
<PAGE>

Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (continued)

<TABLE>
<CAPTION>

                                                                                For the Six Months Ended
                                                                                ------------------------
                                                                                       June 30,
(In thousands)                                                                     2005          2004
-------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>           <C>
                    Net cash used in operating and investing activities
                      (balance brought forward)                                  $ (12,927)   $ (30,377)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:

     Proceeds from securities sold under agreement to repurchase                    13,389        1,185
     Net increase (decrease) in deposit accounts                                    (9,764)      62,069
     Proceeds from Federal Home Loan Bank advances                                  12,500
     Repayments of Federal Home Loan Bank advances                                  (8,677)     (20,328)
     Repayments of notes payable                                                    (2,700)         (50)
     Proceeds from issuance of subordinated debenures                                5,000
     Dividends on common shares                                                     (1,920)      (1,658)
     Purchase of treasury shares                                                    (3,801)      (4,369)
     Proceeds from issuance of shares under stock option plan                        1,259        1,533
-------------------------------------------------------------------------------------------------------
                    Net cash provided by financing activities                        5,286       38,382
-------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                (7,641)       8,005
Cash and cash equivalents at beginning of period                                    31,009       20,390
-------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                       $  23,368    $  28,395
=======================================================================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     Cash paid during the period for:
       Federal income taxes                                                      $     744    $   2,404
=======================================================================================================
       Interest on deposits and borrowings                                       $  12,984    $   9,861
=======================================================================================================

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:

     Unrealized gains (losses) on securities designated as available for sale,
       net of related tax effects                                                $     117    $  (1,165)
=======================================================================================================
     Recognition of mortgage servicing rights in accordance with SFAS No. 140    $     225    $     397
=======================================================================================================
     Transfer from loans to real estate acquired through foreclosure             $      33    $   1,293
=======================================================================================================
     Loans identified as held-for-sale                                           $      --    $     775
=======================================================================================================
     Fair value of assets acquired in acquisition of Lawrence Financial          $ 125,121    $      --
=======================================================================================================
     Common stock issued in acquisition of Lawrence Financial                    $   8,589    $      --
=======================================================================================================
     Goodwill and other intangible assets arising from acquisitions - net        $   9,162    $      --
=======================================================================================================

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

     Treasury shares issued for options exercised                                $   2,373    $     988
=======================================================================================================
</TABLE>


                                                  -7-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six and three month periods ended June 30, 2005 and 2004

1. Basis of Presentation
   ---------------------

      Oak Hill Financial,  Inc. (the  "Company") is a financial  holding company
the  principal  assets of which have been its  ownership of Oak Hill Banks ("Oak
Hill") and Oak Hill Financial  Insurance  Agency,  Inc. dba MPA Group  Insurance
Specialists  ("MPA"). The Company also owns forty-nine percent of Oak Hill Title
Agency,  LLC ("Oak Hill Title") which provides title services for commercial and
residential  real estate  transactions.  Accordingly,  the Company's  results of
operations  are  primarily  dependent  upon the  results  of  operations  of its
subsidiaries.

      On October 9, 2004, the Company  acquired  Ripley National Bank ("Ripley")
for $5.3  million in cash.  As part of the  transaction,  the  Company  acquired
full-service  offices in Ripley and Georgetown,  Ohio,  involving total loans of
$39.1 million, $51.6 million in deposits and $58.6 million in total assets.

      On December 31, 2004,  the Company  sold the  consumer  loan  portfolio of
Action Finance Company. The portfolio, which was comprised of small consumer and
second  mortgage  loans,  totaled $8.7 million.  Concurrent  with the sale,  the
Company closed its five retail lending offices in southern Ohio.

      On April 1, 2005, the Company  completed its previously  announced  merger
with Lawrence Financial  Holdings,  Inc.  ("Lawrence  Financial") for a purchase
price of approximately $15.2 million, of which $7.7 million was paid in cash. In
addition,  the  Company  issued  221,051  shares  of  common  stock to  Lawrence
Financial  shareholders.  The transaction added $125.1 million in assets,  $76.5
million in loans,  $104.2  million in deposits and $8.6 million in equity to the
Company.

      Oak Hill conducts a general  commercial  banking  business in southern and
central Ohio which  consists of attracting  deposits from the general public and
applying those funds to the  origination of loans for  commercial,  consumer and
residential  purposes.  MPA is an insurance agency  specializing in group health
insurance and other employee benefits.

      Oak  Hill's  profitability  is  significantly  dependent  on net  interest
income,   which  is  the  difference  between  interest  income  generated  from
interest-earning  assets (i.e.,  loans and investments) and the interest expense
paid on  interest-bearing  liabilities  (i.e.,  customer  deposits  and borrowed
funds).   Net   interest   income  is  affected  by  the   relative   amount  of
interest-earning  assets  and  interest-bearing  liabilities  and  the  interest
received or paid on these balances. The level of interest rates paid or received
by Oak Hill can be significantly  influenced by a number of competitive factors,
such as governmental monetary policy, that are outside of management's control.

      The accompanying unaudited consolidated financial statements were prepared
in accordance with  instructions  for Form 10-Q and,  therefore,  do not include
information  or footnotes  necessary  for a complete  presentation  of financial
position,  results of operations  and cash flows in conformity  with  accounting
principles  generally  accepted in the United  States of  America.  Accordingly,
these financial  statements  should be read in conjunction with the consolidated
financial  statements  and notes  thereto of the Company  included in the Annual
Report  on Form  10-K  for the  year  ended  December  31,  2004.  However,  all
adjustments (consisting of normal recurring accruals),  which, in the opinion of
management,  are necessary for a fair presentation of the consolidated financial
statements,  have been included. The results of operations for the six and three
months ended June 30, 2005 are not  necessarily  indicative  of the results that
may be expected for the entire year.

2. Principles of Consolidation
   ---------------------------

      The consolidated  financial statements include the accounts of the Company
and its  wholly-owned  subsidiaries,  Oak Hill and MPA. The Company  effectively
controls  Oak Hill  Title;  therefore,  its  accounts  are also  included in the
financial statements of the Company with the remaining ownership being accounted
for as minority interest.  All intercompany  balances and transactions have been
eliminated.

3. Liquidity and Capital Resources
   -------------------------------

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


                                      -8-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six and three month periods ended June 30, 2005 and 2004

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

      At June 30,  2005,  the  Company  had $250.7  million of  certificates  of
deposit maturing within one year. It has been the Company's historic  experience
that such  certificates  of deposit will be replaced or renewed with Oak Hill at
market rates of interest.  It is management's belief that maturing  certificates
of deposit  over the next year will  similarly  be replaced or renewed  with Oak
Hill 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 a maximum of $168.2  million in advances
from the Federal Home Loan Bank of Cincinnati  (FHLB).  Also, as an  operational
philosophy,  the Company seeks to obtain  advances to help with  asset/liability
management  and  liquidity.  At June 30, 2005, the Company had $111.9 million of
outstanding FHLB advances.

      The Company engages in off-balance  sheet  credit-related  activities that
could  require  the Company to make cash  payments  in the event that  specified
future events occur. The contractual  amounts of these activities  represent the
maximum exposure to the Company.  However, certain off-balance sheet commitments
are expected to expire or be only partially used; therefore, the total amount of
commitments  does not  necessarily  represent  future cash  requirements.  These
off-balance  sheet  activities are necessary to meet the financing  needs of the
Company's  customers.  At June 30, 2005, the Company had total off-balance sheet
contractual commitments consisting of $21.5 million to originate loans, or loans
committed but not closed,  $115.4  million in unused lines of credit and letters
of credit  totaling $15.4  million.  Funding for these amounts is expected to be
provided by the sources  described  above.  Management  believes the Company has
adequate resources to meet its normal funding requirements.

      The table below  details the amount of loan  commitments,  unused lines of
credit and letters of credit outstanding at June 30, 2005, by expiration period:

<TABLE>
<CAPTION>

                                                           One year          Two to             After
(In thousands)                                              or less        three years       three years         Total
------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>              <C>               <C>              <C>
Loan commitments                                           $ 21,543         $     --          $     --         $  21,543
Unused lines of credit                                       62,994            13,881           38,572           115,447
Letters of credit                                             1,282             4,150           10,000            15,432
------------------------------------------------------------------------------------------------------------------------
                                                           $ 85,819          $ 18,031         $ 48,572          $152,422
========================================================================================================================
<CAPTION>

      The table below details the amount of contractual  obligations outstanding
at June 30, 2005, by expiration period:

                                                           One year          Two to             After
(In thousands)                                              or less        three years       three years         Total
------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>              <C>               <C>
Advances from the Federal Home Loan Bank                   $ 35,721          $ 22,369         $ 53,834          $111,924
Securities sold under agreement to repurchase(1)                 --                --           10,000            10,000
Subordinated debentures                                          --                --           23,000            23,000
Lease obligations                                               760             1,436            2,073             4,269
------------------------------------------------------------------------------------------------------------------------
                                                           $ 36,481          $ 23,805         $ 88,907          $149,193
========================================================================================================================
</TABLE>

(1) Includes only repurchase agreements with a stated maturity.


                                      -9-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six and three month periods ended June 30, 2005 and 2004

4. Earnings Per Share
   ------------------

      Basic   earnings   per   common   share  is   computed   based   upon  the
weighted-average  number of common shares outstanding during the period. Diluted
earnings  per  common  share  is  computed  including  the  dilutive  effect  of
additional   potential   common  shares   issuable  under  stock  options.   The
computations were as follows for the six and three-month periods ended June 30:

<TABLE>
<CAPTION>
                                                                For the Six Months Ended   For the Three Months Ended
                                                                        June 30,                   June 30,
                                                                   2005         2004          2005         2004
------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>          <C>           <C>          <C>
Weighted-average common shares outstanding (basic)               5,682,908    5,554,720     5,798,175    5,527,269
Dilutive effect of assumed exercise of stock options               138,156      147,750       124,163      140,507
------------------------------------------------------------------------------------------------------------------
Weighted-average common shares outstanding (diluted)             5,821,064    5,702,470     5,922,338    5,667,776
==================================================================================================================
</TABLE>

      Options to purchase 122,250 shares of common stock with a weighted-average
exercise  price of $37.21 were  outstanding  at June 30, 2005, but were excluded
from the  computation  of common share  equivalents  for the six and three month
periods  ended June 30, 2005 because the  exercise  prices were greater than the
average market price of the common shares.

5. Critical Accounting Policies
   ----------------------------

      The  preparation of consolidated  financial  statements in conformity with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to use judgments in making  estimates and assumptions  that
affect the reported amounts of assets,  liabilities,  revenues and expenses. The
following critical  accounting policies are based upon judgments and assumptions
by management that include inherent risks and uncertainties.

      Allowance  for  Losses  on  Loans:  The  balance  in  this  account  is an
accounting  estimate of  probable  but  unconfirmed  asset  impairment  that has
occurred in the  Company's  loan  portfolio  as of the date of the  consolidated
financial statements before losses have been confirmed resulting in a subsequent
charge-off  or  write-down.  It is the  Company's  policy to  provide  valuation
allowances  for  estimated  losses on loans  based  upon  past loss  experience,
adjusted for changes in trends and conditions of the certain items, including:

      o     Local market areas and national economic developments;

      o     Levels of and trends in delinquencies and impaired loans;

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

      o     Adverse  situations that may affect specific  borrowers'  ability to
            repay;

      o     Effects of any changes in lending policies and procedures;

      o     Credit concentrations;

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

      o     Volume and terms of loans; and

      o     Current collateral values, where appropriate.

      When the collection of a loan becomes doubtful, or otherwise troubled, the
Company records a loan loss provision  equal to the difference  between the fair
value of the property securing the loan and the loan's carrying value. Unsecured
credits are charged-off upon becoming contractually  delinquent for greater than
90 days.  Major  loans and major  lending  areas are  reviewed  periodically  to
determine  potential problems at an early date. The allowance for loan losses is
increased  by  charges  to  earnings  and  decreased  by  charge-offs   (net  of
recoveries).


                                      -10-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six and three month periods ended June 30, 2005 and 2004

5. Critical Accounting Policies (continued)
   ---------------------------------------

      The Company  accounts for its  allowance for losses on loans in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 5, "Accounting for
Contingencies,"  and SFAS No. 114,  "Accounting by Creditors for Impairment of a
Loan." Both  Statements  require the Company to evaluate the  collectibility  of
both contractual  interest and principal loan payments.  SFAS No. 5 requires the
accrual  of a loss when it is  probable  that a loan has been  impaired  and the
amount of the loss can be  reasonably  estimated.  SFAS No.  114  requires  that
impaired loans be measured based upon the present value of expected  future cash
flows discounted at the loan's effective interest rate or, as an alternative, at
the loans' observable market price or fair value of the collateral.

      A loan is defined  under SFAS No. 114 as impaired  when,  based on current
information and events, it is probable that a creditor will be unable to collect
all amounts due according to the  contractual  terms of the loan  agreement.  In
applying the provisions of SFAS No. 114, the Company considers its investment in
one-to-four family residential loans, consumer installment loans and credit card
loans to be homogeneous and therefore excluded from separate  identification for
evaluation  of  impairment.  These  homogeneous  loan groups are  evaluated  for
impairment  in  accordance  with  SFAS No.  5.  With  respect  to the  Company's
investment  in  commercial  and other loans,  and its  evaluation  of impairment
thereof,  management believes such loans are adequately  collateralized and as a
result impaired loans are carried as a practical  expedient at the lower of cost
or fair value.

      It is the Company's  policy to charge off unsecured  credits that are more
than ninety days  delinquent.  Similarly,  collateral  dependent loans which are
more than  ninety days  delinquent  are  considered  to  constitute  more than a
minimum delay in repayment and are evaluated for  impairment  under SFAS No. 114
at that time.

      Mortgage  Servicing  Rights:  Mortgage  servicing rights are accounted for
pursuant  to the  provisions  of SFAS No. 140,  "Accounting  for  Transfers  and
Servicing  of  Financial  Assets  and  Extinguishments  of  Liabilities,"  which
requires  that the  Company  recognize  as  separate  assets,  rights to service
mortgage  loans  for  others,  regardless  of how  those  servicing  rights  are
acquired.  An institution that acquires mortgage servicing rights through either
the  purchase  or  origination  of  mortgage  loans and sells  those  loans with
servicing  rights  retained  must  allocate some of the cost of the loans to the
mortgage servicing rights.

      The  mortgage  servicing  rights  recorded by the Company,  calculated  in
accordance  with the provisions of SFAS No. 140, were  segregated into pools for
valuation  purposes,  using as pooling  criteria  the loan term and coupon rate.
Once pooled, each grouping of loans was evaluated on a discounted earnings basis
to determine the present value of future  earnings that a purchaser could expect
to  realize  from each  portfolio.  Earnings  were  projected  from a variety of
sources  including loan servicing fees,  interest earned on float,  net interest
earned on escrows,  miscellaneous  income,  and costs to service the loans.  The
present value of future earnings is the "economic"  value of the pool, i.e., the
net realizable present value to an acquirer of the acquired servicing.

      SFAS No. 140  requires  that  capitalized  mortgage  servicing  rights and
capitalized excess servicing  receivables be amortized in proportion to and over
the period of  estimated  net  servicing  income and  assessed  for  impairment.
Impairment is measured based on fair value. The valuation of mortgage  servicing
rights is influenced by market factors,  including  servicing volumes and market
prices, as well as management's assumptions regarding mortgage prepayment speeds
and interest  rates.  Management  utilizes  periodic  third-party  valuations by
qualified  market  professionals  to evaluate the fair value of its  capitalized
mortgage servicing assets.

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

      Goodwill represents the excess purchase price paid over the net book value
of the assets  acquired  in a merger or  acquisition.  Pursuant to SFAS No. 142,
"Goodwill and Intangible  Assets," goodwill is not amortized,  but is tested for
impairment at the reporting  unit annually and whenever an impairment  indicator
arises.  The evaluation  involves  assigning assets and liabilities to reporting
units and comparing the fair value of each  reporting unit to its carrying value
including  goodwill.  If the fair value of a reporting unit exceeds its carrying
amount, goodwill is not considered impaired.  However, if the carrying amount of
the reporting unit exceeds the fair value, goodwill is considered impaired.  The
impairment loss equals the excess of carrying value over fair value.

      Core  deposit  intangibles   represent  the  value  of  long-term  deposit
relationships  and are amortized over their estimated  useful lives. The Company
annually  evaluates these estimated useful lives. If the Company determines that
events or  circumstances  warrant a change in these estimated  useful lives, the
Company  will adjust the  amortization  of the core deposit  intangibles,  which
could affect future amortization expense.


                                      -11-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six and three month periods ended June 30, 2005 and 2004

6. Stock-Based Compensation
   ------------------------

      The Company has stock  incentive plans that provide for grants of options,
restricted  stock and other  equity-based  instruments of up to 1,200,000 of its
common stock.  The Company  accounts for its stock incentive plans in accordance
with SFAS No. 123,  "Accounting for Stock-Based  Compensation," which contains a
fair value-based method for valuing  stock-based  compensation that entities may
use, which measures  compensation cost at the grant date based on the fair value
of the award.  Compensation is then recognized over the service period, which is
usually  the vesting  period.  Alternatively,  SFAS No. 123 permits  entities to
continue to account  for stock  options and  similar  equity  instruments  under
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to  Employees."  Entities  that  continue to account for stock options using APB
Opinion No. 25 are  required to make pro forma  disclosures  of net earnings and
earnings per share, as if the fair value-based  method of accounting  defined in
SFAS No. 123 had been applied.

      The Company  applies APB  Opinion  No. 25 and related  Interpretations  in
accounting for its stock incentive plans. Accordingly,  no compensation cost has
been  recognized for the plan.  Had  compensation  cost for the Company's  stock
incentive  plan been  determined  based on the fair value at the grant dates for
awards under the plan consistent with the accounting method utilized in SFAS No.
123, the  Company's  net earnings and earnings per share would have been reduced
to the pro-forma amounts indicated below for the six and three months ended June
30:


<TABLE>
<CAPTION>
                                           For the Six Months Ended  For the Three Months Ended
                                           ------------------------  --------------------------
                                                    June 30,                 June 30,
(In thousands, except share data)              2005         2004         2005       2004
------------------------------------------------------------------------------------------
<S>                                         <C>          <C>          <C>        <C>
Net earnings:
     As reported                            $   3,861    $   6,395    $     601  $   3,248
     Stock-based compensation, net of tax        (506)        (206)        (253)      (103)
------------------------------------------------------------------------------------------
Pro-forma net earnings                      $   3,355    $   6,189    $     348  $   3,145
==========================================================================================
Basic earnings per share:
     As reported                            $     .68    $    1.15    $     .10  $     .59
     Stock-based compensation, net of tax        (.09)        (.04)        (.04)      (.02)
------------------------------------------------------------------------------------------
     Pro-forma                              $     .59    $    1.11    $     .06  $     .57
==========================================================================================
Diluted earnings per share:
     As reported                            $     .66    $    1.12    $     .10  $     .57
     Stock-based compensation, net of tax        (.08)        (.03)        (.04)      (.01)
------------------------------------------------------------------------------------------
     Pro-forma                              $     .58    $    1.09    $     .06  $     .56
==========================================================================================
</TABLE>

      The fair value of each option  granted is  estimated  on the date of grant
using  the  modified  Black-Scholes  options-pricing  model  with the  following
weighted-average  assumptions  used for grants in 2005, 2004 and 2003:  dividend
yield of 1.6% for 2005 and 2004 and 2.3% for 2003; expected volatility 39.8% for
2005 and 2004 and 41.5% for 2003; risk-free interest rates of 3.65% for 2005 and
2004 and 3.38% for 2003; and expected lives of 4 years for 2005, 2004 and 2003.


                                      -12-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six and three month periods ended June 30, 2005 and 2004

6. Stock-Based Compensation (continued)
   -----------------------------------

      A summary of the status of the Company's  stock incentive plans as of June
30, 2005 and December 31, 2004 and 2003 and changes  during the periods ended on
those dates is presented below:

<TABLE>
<CAPTION>
                                                      Six Months Ended                    Year Ended
                                                         June 30,                         December 31,
                                                          2005                    2004                     2003
------------------------------------------------------------------------------------------------------------------------
                                                              Weighted-                Weighted-               Weighted-
                                                              average                  average                  average
                                                              exercise                 exercise                 exercise
                                                   Shares      price        Shares      price       Shares       price
------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>        <C>           <C>        <C>           <C>        <C>
Outstanding at beginning of period                582,466    $   22.21     572,397    $   17.36     718,717    $   15.35
Granted                                             5,000        35.20     130,500        37.19      68,000        30.46
Exercised                                         (74,250)       16.95    (118,131)       15.87     210,820)       14.77
Forfeited                                         (10,183)       36.64      (2,300)       28.45      (3,500)       15.05
------------------------------------------------------------------------------------------------------------------------
Outstanding at end of period                      503,033    $   22.82     582,466    $   22.21     572,397    $   17.36
========================================================================================================================
Options exercisable at period end                 497,783                  451,633                  503,730
========================================================================================================================
Weighted-average fair value of options granted
     during the period                                       $   13.14                $   12.91                $    9.31
========================================================================================================================
</TABLE>

      The following information applies to options outstanding at June 30, 2005:

Range of exercise prices                                      Number outstanding
--------------------------------------------------------------------------------
      $  6.67 - $10.01                                                    15,650
      $10.02 - $15.03                                                     39,100
      $15.04 - $22.56
         264,433
      $22.57 - $33.86                                                     61,600
      $33.87 - $37.72                                                    122,250
--------------------------------------------------------------------------------
            Total                                                        503,033
================================================================================

Weighted-average exercise price                                           $22.82
Weighted-average remaining contractual life                            7.8 years


7. Effects of Recent Accounting Pronouncements
   -------------------------------------------

      In December 2004, the Financial  Accounting  Standards  Board (the "FASB")
issued a revised Statement of Financial Accounting Standard ("SFAS") No. 123(R),
"Share-Based  Payment,"  which  establishes  standards  for the  accounting  for
transactions  in which an entity  exchanges its equity  instruments for goods or
services,  primarily on accounting for  transactions  in which an entity obtains
employee services in share-based transactions.  This Statement requires a public
entity to measure the cost of  employee  services  received  in exchange  for an
award of equity  instruments  based on the  grant-date  fair value of the award,
with limited  exceptions.  That cost will be  recognized  over the period during
which an employee is required to provide services in exchange for the award, the
requisite  service  period.  No  compensation  cost  is  recognized  for  equity
instruments  for which employees do not render the requisite  service.  Employee
share  purchase plans will not result in  recognition  of  compensation  cost if
certain conditions are met.

      Initially, the cost of employee services received in exchange for an award
of liability  instruments will be measured based on current fair value; the fair
value of that award  will be  remeasured  subsequently  at each  reporting  date
through the settlement date.


                                      -13-
<PAGE>

Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six and three month periods ended June 30, 2005 and 2004

7. Effects of Recent Accounting Pronouncements (continued)
   ------------------------------------------------------

Changes in fair value during the requisite  service period will be recognized as
compensation cost over that period.  The grant-date fair value of employee share
options and similar  instruments will be estimated using  option-pricing  models
adjusted for the unique  characteristics of those instruments (unless observable
market prices for the same or similar  instruments are available).  If an equity
award is modified after the grant date,  incremental  compensation  cost will be
recognized  in an amount  equal to the excess of the fair value of the  modified
award  over  the  fair  value  of the  original  award  immediately  before  the
modification.

      Excess tax  benefits,  as defined by SFAS 123R,  will be  recognized as an
addition  to  additional  paid in  capital.  Cash  retained as a result of those
excess  tax  benefits  will be  presented  in the  statement  of cash  flows  as
financing  cash  inflows.  The  write-off  of  deferred  tax assets  relating to
unrealized tax benefits  associated  with recognized  compensation  cost will be
recognized  as income tax  expense  unless  there are excess tax  benefits  from
previous  awards  remaining  in  additional  paid in  capital to which it can be
offset.

      Effective  April 2005,  compensation  cost is  required  to be  recognized
beginning  as of the first  annual  period of the fiscal  year that begins on or
after June 15, 2005, or January 1, 2006 as to the Company.  Management  believes
the quarterly and six month compensation costs, net of tax, will approximate the
pro forma amounts disclosed above.



                                      -14-
<PAGE>

Forward-Looking Statements

This  report,  including  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations,  contains forward-looking  statements about
the Company.  These  forward-looking  statements  include  statements  regarding
financial condition,  results of operations,  plans, objectives,  and the future
performance and business of the Company, including management's establishment of
an allowance  for loan losses,  its  statements  regarding  the adequacy of such
allowance for loan losses,  and management's  belief that the allowance for loan
losses is adequate.  Forward-looking  statements  can be  identified by the fact
that they do not relate strictly to historical or current facts.

By their nature, forward-looking statements are subject to numerous assumptions,
risks,  and  uncertainties.  A number of factors could cause actual  conditions,
events,  or results to differ  significantly and materially from those described
in the forward-looking  statements.  These factors include,  but are not limited
to,  those set forth below and under the heading  "Business  Risks"  included in
Item 1 of the Company's  Annual Report on Form 10-K for the year ended  December
31, 2004 (2004 Form 10-K),  and other  factors  described in the 2004 Form 10-K,
and  from  time-to-time  in  other  filings  with the  Securities  and  Exchange
Commission.

Forward-looking  statements speak only as of the date they are made. The Company
assumes  no   obligation  to  update   forward-looking   statements  to  reflect
circumstances or events that occur after the date the forward-looking statements
were made or to reflect the occurrence of unanticipated events.

Risk Factors

Oak Hill Financial,  like other financial  companies,  is subject to a number of
risks, many of which are outside of management's control.  Management strives to
mitigate those risks while optimizing returns.  Among the risks assumed are: (1)
credit risk,  which is the risk that loan and lease  customers or other  counter
parties  will be unable to perform  their  contractual  obligations,  (2) market
risk,  which is the risk that changes in market rates and prices will  adversely
affect the Company's financial condition or results of operations, (3) liquidity
risk, which is the risk that the Company will have  insufficient  cash or access
to cash to meet operating needs, and (4) operational  risk, which is the risk of
loss resulting from inadequate or failed internal processes, people, or systems,
or external events,  and (5) legal risk, which is the risk of legal  proceedings
against  the  Company  as  well  as  regulatory  and  governmental   reviews  or
investigations  that  arise  in  the  course  of  the  Company's  business.  The
description of the Company's business contained in Item 1 of its 2004 Form 10-K,
while not all inclusive,  discusses a number of business risks that, in addition
to the other information in this report, readers should carefully consider.


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


Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the six and three month periods ended June 30, 2005 and 2004

Discussion  of Financial  Condition  Changes from  December 31, 2004 to June 30,
--------------------------------------------------------------------------------
2005
----

      The Company's  total assets  amounted to $1.2 billion as of June 30, 2005,
an increase of $128.2  million,  or 11.8%,  over the total at December 31, 2004.
The increase in assets was funded  primarily  through the  assumption  of $104.2
million of deposits  in the  Lawrence  Financial  transaction,  a $13.4  million
increase in repurchase agreements,  an increase in FHLB advances of $6.3 million
and a $5.0 million  increase in  subordinated  debentures,  which were partially
offset by a $2.7 million decrease in notes payable.

      Cash and due from banks,  federal funds sold, and  investment  securities,
including mortgage-backed securities, increased by $25.6 million, or 20.6%, to a
total of $149.6  million  at June 30,  2005,  compared  to  December  31,  2004.
Investment  securities increased by $33.4 million, as purchases of $45.6 million
and $15.5 million of securities  acquired in the Lawrence Financial  transaction
exceeded  maturities  and repayments of $9.5 million and sales of $18.5 million.
Federal funds sold decreased by $147,000 during the six-month  period ended June
30, 2005.

      Loans receivable,  including loans held for sale,  totaled $997.9 million,
including $77.1 million acquired in the Lawrence Financial transaction,  at June
30, 2005, an increase of $85.3 million,  or 9.4%, over the comparable  totals at
December  31,  2004.  Loan  disbursements  totaled  $169.6  million  during  the
six-month  period ended June 30, 2005, which were partially offset by loan sales
of $17.4 million and principal repayments of $137.1 million.  Loan disbursements
and sales volume decreased by $64.2 million and $13.4 million,  respectively, as
compared to the same period in 2004. Loan originations and sales volume declined
primarily  due to the  decrease in  origination  and sales of  residential  real
estate loans in the secondary  market.  Growth in the loan portfolio  during the
six months  ended June 30,  2005 was  comprised  of a $66.4  million,  or 10.8%,
increase in commercial and residential real estate loans and a $34.4 million, or
50.5%,  increase in installment  loans,  which were partially  offset by a $13.9
million,  or 5.9%,  decrease in commercial  and other loans,  and a $50,000,  or
2.5%,  decrease in credit card loans.  The  Company's  allowance for loan losses
totaled


                                      -15-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the six and three month periods ended June 30, 2005 and 2004


$13.4 million at June 30, 2005, an increase of $1.5 million,  or 13.0%, over the
total at December 31, 2004. The allowance for loan losses  represented 1.32% and
1.28% of the total  loan  portfolio  at June 30,  2005 and  December  31,  2004,
respectively.  Net charge-offs  totaled  approximately $3.9 million and $844,000
for the six months  ended June 30, 2005 and 2004,  respectively.  The  Company's
allowance  represented  75.3% and 186.8% of nonperforming  loans,  which totaled
$17.8  million  and  $6.3  million  at June  30,  2005 and  December  31,  2004,
respectively.  At June 30, 2005,  nonperforming loans were comprised of $552,000
in installment  loans,  $4.7 million in commercial and other loans, $9.4 million
of loans secured  primarily by commercial  real estate and $3.1 million of loans
secured by one-to-four family residential real estate. In management's  opinion,
all nonperforming  loans were adequately  collateralized or reserved for at June
30, 2005.

      The preponderance of the Company's $11.5 million increase in nonperforming
loan totals was  attributable  to three loan  concentrations  with an  aggregate
carrying  value  of  $9.2  million  at  June  30,  2005.  In the  case  of  each
concentration, management became aware of deterioration in credit quality during
the second quarter of 2005 and accordingly  effected write-downs of $2.5 million
to reduce the attendant loans to fair value at June 30, 2005. In addition during
the second  quarter of 2005,  the Company  increased  the  provision and related
allowance  by $1.1  million  as a result  of  management's  ongoing  review  and
monitoring  of the  loan  portfolio.  Finally,  management  added  approximately
$400,000 to the allowance relative to an increased risk coefficient of portfolio
loss relative to management's assessment of economic conditions.

      Deposits  totaled  $958.3  million at June 30, 2005,  an increase of $96.2
million,  or 11.2%,  from the total at December  31,  2004.  Such  increase  was
primarily  attributable  to the  assumption of $104.2 million in deposits in the
Lawrence  Financial  transaction.  Brokered deposits continued to be an integral
part of the Company's  overall  funding  strategy due to  competitive  rates and
lower operational costs compared with retail deposits. Brokered deposits totaled
$100.6  million  with a  weighted-average  cost of 3.12% at June  30,  2005,  as
compared   to  the  $113.1   million   in   brokered   deposits   with  a  2.70%
weighted-average cost at December 31, 2004.

      Advances  from the Federal Home Loan Bank totaled  $111.9  million at June
30, 2005, an increase of $6.3 million,  or 6.0%,  over the total at December 31,
2004.  Securities sold under  agreements to repurchase  totaled $18.7 million at
June 30,  2005,  an increase of $13.4  million,  over the total at December  31,
2004. The increase resulted  primarily from $10.0 million in reverse  repurchase
agreements  incepted in March 2005. Notes payable  decreased $2.7 million as the
Company repaid a note to another financial institution.

      In June 2005, a Delaware  statutory  trust owned by the Company,  Oak Hill
Capital Trust 4 ("Trust 4"), issued $5.0 million of mandatorily  redeemable debt
securities.  The debt securities issued by Trust 4 are included in the Company's
regulatory capital,  specifically as a component of Tier 1 capital. The proceeds
from the issuance of the subordinated debentures and common securities were used
by Trust 4 to purchase from the Company $5.0 million of subordinated  debentures
maturing on June 30, 2035.  The  subordinated  debentures  are the sole asset of
Trust 4, and the Company owns all of the common  securities of Trust 4. Interest
payments on the debt securities are to be made quarterly at an annual fixed rate
of interest of 5.96%  through June 30, 2015 and at a floating  rate of interest,
reset quarterly, equal to 3-month LIBOR plus 1.60% thereafter. Interest payments
are reported as a component of interest expense on borrowings.  The net proceeds
received by the Company were  contributed  to the capital of Oak Hill during the
quarter ended June 30, 2005.

      The Company's  stockholders'  equity amounted to $93.5 million at June 30,
2005,  an increase of $8.5 million,  or 10.0%,  over the balance at December 31,
2004.  The  increase  resulted  primarily  from net  earnings  of $3.9  million,
proceeds  from options  exercised of $1.6  million,  a $117,000  increase in the
unrealized gain on securities to an overall  unrealized gain of $722,000 at June
30, 2005 and $8.3 million in stockholders'  equity through issuance of shares in
the Lawrence Financial transaction,  which were partially offset by $1.9 million
in dividends  declared on common stock and the  Company's  repurchase of 136,651
outstanding shares of its common stock at a weighted-average price of $27.82 per
share totaling $3.8 million.

Comparison  of Results of Operations  for the  Six-Month  Periods Ended June 30,
--------------------------------------------------------------------------------
2005 and 2004
-------------

General
-------

      Net earnings for the six months ended June 30, 2005 totaled $3.9  million,
a $2.5  million,  or  39.6%,  decrease  from the net  earnings  reported  in the
comparable 2004 period.  The decrease in earnings resulted primarily from a $4.2
million  increase  in the  provision  for  losses  on loans  and a $1.9  million
increase in general,  administrative  and other  expense,  which were  partially
offset by a $986,000  increase in net interest  income,  a $427,000  increase in
other income,  and a $2.1 million  decrease in the provision for federal  income
taxes.


                                      -16-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the six and three month periods ended June 30, 2005 and 2004


Net Interest Income
-------------------

      Total interest income for the six months ended June 30, 2005,  amounted to
$32.9 million,  an increase of $4.3 million,  or 15.1%, over the comparable 2004
period.  Interest  income on loans  totaled $30.4  million,  an increase of $3.6
million, or 13.4%, over the 2004 period. This increase resulted primarily from a
$129.0 million, or 15.3%, increase in the weighted-average ("average") portfolio
balance,  to a total of $970.1  million for the six months  ended June 30, 2005,
which  was  partially  offset  by  a 9  basis  point  decrease  in  the  average
fully-taxable equivalent yield, to 6.34% for the six month period ended June 30,
2005. Interest income on investment securities and other interest-earning assets
increased by $719,000,  or 41.7%. The increase  resulted  primarily from a $28.8
million,  or 31.7%,  increase in the average  portfolio  balance,  to a total of
$119.6  million for the six months ended June 30, 2005,  coupled with a 62 basis
point increase in the average  fully-taxable  equivalent yield, to 4.88% for the
six months ended June 30, 2005.

      Total interest  expense amounted to $13.2 million for the six months ended
June 30, 2005, an increase of $3.3 million,  or 33.6%,  over the comparable 2004
period.  Interest expense on deposits increased by $2.7 million,  or 36.1%, to a
total of $10.2  million for the six months  ended June 30,  2005.  The  increase
resulted  primarily  from a 28  basis  point  increase  in the  average  cost of
deposits, to 2.28% for the six months ended June 30, 2005, coupled with a $150.3
million,  or 19.8%,  increase in the average  portfolio  balance,  to a total of
$908.4  million  for the six months  ended June 30,  2005.  Interest  expense on
borrowings  increased by $603,000,  or 25.7%,  for the six months ended June 30,
2005. The increase was due to a $22.6 million, or 19.0%, increase in the average
borrowings outstanding for the six months ended June 30, 2005, coupled with a 23
basis point increase in the average cost of borrowings,  to 4.20%.  The increase
in  the   level  of  yields  on   interest-earning   assets   and  the  cost  of
interest-bearing  liabilities  was  primarily  due to the rising  interest  rate
environment  for the six month  period ended June 30,  2005.  Specifically,  the
Federal  Reserve Board has increased  its interbank  borrowing  rates nine times
over the last year and has again recently  indicated its continuing bias towards
future rate increases.  While management believes its asset/liability management
strategy  serves to mitigate  the  negative  effects of rising  interest  rates,
current and projected  increases in short-term  interest  rates will continue to
pressure the Company's net interest margin through the remainder of 2005.

      As a result of the  foregoing  changes in  interest  income  and  interest
expense, net interest income increased by $986,000,  or 5.3%, for the six months
ended June 30, 2005,  as compared to the same period in 2004.  The interest rate
spread decreased by 30 basis points,  to 3.65% for the six months ended June 30,
2005,   compared  to  3.95%  for  the  six  months  ended  June  30,  2004.  The
fully-taxable  equivalent net interest margin decreased by 35 basis points from,
4.09% to 3.74% for the six months ended June 30, 2004 and 2005, respectively.

Provision for Losses on Loans
-----------------------------

      A provision  for losses on loans is charged to earnings to bring the total
allowance for loan losses to a level considered  appropriate by management based
on  historical  experience,  the  volume and type of  lending  conducted  by the
Company,  the  status  of past due  principal  and  interest  payments,  general
economic  conditions,  particularly as such  conditions  relate to the Company's
market area and other  factors  related to the  collectibility  of the Company's
loan  portfolio.  As a result of such  analysis,  which was  discussed in detail
above,  management recorded a $5.5 million provision for losses on loans for the
six months ended June 30, 2005,  an increase of $4.2  million,  compared to same
period in 2004.  The provision for losses on loans for the six months ended June
30, 2005 was predicated  primarily upon the $86.8 million of growth in the gross
loan portfolio, the $4.4 million of loans charged-off during the current period,
and an increase in nonperforming loans from $6.3 million at December 31, 2004 to
$17.8 million at June 30, 2005.

      Consistent  with the Company's  policy for determining the adequacy of its
allowance for loan losses,  management  continues to closely monitor  criticized
loans  for,  among  other  factors  previously  discussed,   adverse  situations
affecting  borrowers' abilities to repay and an assessment of current collateral
values. Although management believes that it uses the best information available
in providing for possible loan losses, future adjustments to the allowance could
be necessary and net earnings could be adversely affected.

Other Income
------------

      Other income  totaled $5.5 million for the six months ended June 30, 2005,
an increase of $427,000,  or 8.3%,  over the amount  reported in the  comparable
2004  period.  This  increase  resulted  primarily  from a  $768,000,  or 30.7%,
increase in service fees and charges and a $168,000,  or 83.2%, increase in gain
on sale of  securities,  which were  partially  offset by a $151,000,  or 10.0%,
decrease in insurance  commissions and a $358,000, or 39.8%, decrease in gain on
sale of loans.  The increase in service  fees,  charges and other income was due
primarily to an increase in ATM fees  totaling  $205,000 and an increase in bank
owned life insurance  income of $189,000 for the six months ended June 30, 2005.
The gain on sale of loans  decrease  is  attributable  to a $96,000  decrease in
gains  from the sale of Small  Business  Administration  loans,  coupled  with a
$262,000 decrease in gains from the sale of residential real estate loans.


                                      -17-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the six and three month periods ended June 30, 2005 and 2004

General, Administrative and Other Expense
-----------------------------------------

      General,  administrative  and other expense  totaled $14.8 million for the
six months ended June 30, 2005, an increase of $1.9 million,  or 14.5%, over the
amount reported in the 2004 period.  The increase resulted primarily from a $1.3
million, or 35.8%, increase in other operating expenses including merger-related
expenses and amortization of the core deposit intangible,  a $433,000, or 26.7%,
increase  in  occupancy  and  equipment,  and a $498,000,  or 7.0%,  increase in
compensation and benefits,  which were partially offset by a $386,000, or 78.9%,
decrease in franchise tax expense.

      The increase in occupancy  and  equipment  expense was due  primarily to a
$262,000,  or 49.5%,  increase in maintenance  and  maintenance  contracts and a
$168,000,  or 32.9%,  increase in  depreciation  expense.  The increase in other
expenses  resulted  primarily from a $371,000  increase in  amortization of core
deposit  intangible,  a $111,000,  or 27.4%,  increase in  professional  fees, a
$94,000, or 50.0%,  increase in ATM expenses,  a $32,000, or 20.5%,  increase in
travel expense, a $71,000, or 36.1%, increase in postage, a $453,000 increase in
merger-related expenses, a $93,000 increase in marketing expenses,  coupled with
incremental increases in other operating expenses year-to-year.  The increase in
compensation and benefits resulted primarily from a $223,000,  or 3.3%, increase
in salaries and wages  partially  attributable  to yearly salary  increases,  an
$85,000, or 23.1%,  increase in group insurance,  an $86,000, or 52.3%, increase
in retirement expense and a $17,000, or 25.9%,  increase in directors' fees. The
decrease in franchise tax expense generally  reflects tax savings as a result of
the Ripley acquisition.

Federal Income Taxes
--------------------

      The  provision for federal  income taxes  amounted to $1.1 million for the
six months ended June 30, 2005, a decrease of $2.1 million,  or 65.6%,  from the
comparable 2004 period. The decrease resulted primarily from a $4.6 million,  or
48.3%,  decrease in earnings before taxes,  coupled with $250,000 in new markets
tax credits related to the Bank's  investment in Oak Hill Community  Development
Corp. The effective tax rates were 22.2% and 33.4% for the six months ended June
30, 2005 and 2004, respectively.

Comparison of Results of Operations for the  Three-Month  Periods Ended June 30,
--------------------------------------------------------------------------------
2005 and 2004
-------------

General
-------

      Net earnings for the three months ended June 30, 2005 totaled $601,000,  a
$2.6  million,  or  81.5%,  decrease  from  the  net  earnings  reported  in the
comparable 2004 period.  The decrease in earnings resulted primarily from a $4.0
million  increase  in the  provision  for  losses  on loans  and a $1.3  million
increase in a general,  administrative  and other expense,  which were partially
offset by a $578,000  increase in net interest  income,  a $240,000  increase in
other income,  and a $1.8 million  decrease in the provision for federal  income
taxes.

Net Interest Income

      Total interest  income for the three months ended June 30, 2005,  amounted
to $17.1  million,  an increase of $2.7 million,  or 18.9%,  over the comparable
2004 period. Interest income on loans totaled $15.7 million, an increase of $2.1
million, or 15.8%, over the 2004 period. This increase resulted primarily from a
$157.8 million, or 18.5%, increase in the weighted-average ("average") portfolio
balance,  to a total of $1.0  billion for the three  months ended June 30, 2005,
which  was  partially  offset  by a 16  basis  point  decrease  in  the  average
fully-taxable  equivalent  yield to 6.24% for the three month  period ended June
30, 2005.  Interest income on investment  securities and other  interest-earning
assets increased by $571,000,  or 68.5%. The increase resulted  primarily from a
$44.2 million,  or 48.5%,  increase in the average portfolio balance, to a total
of $135.2  million for the three months  ended June 30, 2005,  coupled with a 46
basis point increase in the average fully-taxable  equivalent yield to 2.52% for
the three months ended June 30, 2005.

      Total interest expense amounted to $7.1 million for the three months ended
June 30, 2005, an increase of $2.1 million,  or 43.1%,  over the comparable 2004
period.  Interest expense on deposits increased by $1.7 million,  or 45.3%, to a
total of $5.5 million for the three  months  ended June 30,  2005.  The increase
resulted  primarily  from a 34  basis  point  increase  in the  average  cost of
deposits,  to 2.31% for the three  months  ended June 30,  2005,  coupled with a
$186.1 million, or 24.0%,  increase in the average portfolio balance, to a total
of $962.7 million for the three months ended June 30, 2005.  Interest expense on
borrowings increased by $410,000,  or 35.5%, for the three months ended June 30,
2005. The increase was due to a $32.1 million, or 28.3%, increase in the average
borrowings  outstanding for the three months ended June 30, 2005, coupled with a
22 basis  point  increase  in the  average  cost of  borrowings,  to 4.32%.  The
increase  in the  level of  yields on  interest-earning  assets  and the cost of
interest-bearing  liabilities  was  primarily  due to the rising  interest  rate
environment for the three month period ended June 30, 2005.


                                      -18-
<PAGE>

Oak Hill Financial, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the six and three month periods ended June 30, 2005 and 2004

      As a result of the  foregoing  changes in  interest  income  and  interest
expense,  net interest  income  increased by  $578,000,  or 6.1%,  for the three
months ended June 30, 2005, as compared to the same period in 2004. The interest
rate spread  decreased  by 40 basis  points to 3.53% for the three  months ended
June 30, 2005,  compared to 3.93% for the three months ended June 30, 2004.  The
fully-taxable  equivalent net interest margin  decreased by 45 basis points from
4.06% to 3.61% for the three months ended June 30, 2004 and 2005, respectively.

Provision for Losses on Loans
-----------------------------

      A provision  for losses on loans is charged to earnings to bring the total
allowance for loan losses to a level considered  appropriate by management based
on  historical  experience,  the  volume and type of  lending  conducted  by the
Company,  the  status  of past due  principal  and  interest  payments,  general
economic  conditions,  particularly as such  conditions  relate to the Company's
market area and other  factors  related to the  collectibility  of the Company's
loan portfolio. As a result of such analysis, management recorded a $4.7 million
provision  for  losses on loans for the three  months  ended June 30,  2005,  an
increase of $4.0  million,  compared to same period in 2004.  The  provision for
losses  on  loans  for the  three  months  ended  June 30,  2005 was  predicated
primarily upon the $72.6 million of growth in the gross loan portfolio, the $3.9
million of loans  charged-off  during the  current  period,  and an  increase in
nonperforming loans from $7.7 million at March 31, 2005 to $17.8 million at June
30, 2005.

      Consistent  with the Company's  policy for determining the adequacy of its
allowance for loan losses,  management  continues to closely monitor  criticized
loans  for,  among  other  factors  previously  discussed,   adverse  situations
affecting  borrowers' abilities to repay and an assessment of current collateral
values. Although management believes that it uses the best information available
in providing for possible loan losses, future adjustments to the allowance could
be necessary and net earnings could be adversely affected.

Other Income
------------

      Other  income  totaled  $3.0  million for the three  months ended June 30,
2005,  an  increase  of  $240,000,  or 8.7%,  over the  amount  reported  in the
comparable 2004 period.  This increase  resulted  primarily from a $547,000,  or
41.6%,  increase in service fees and charges and a $159,000  increase in gain on
sale of  securities,  which  were  partially  offset  by an  $85,000,  or 11.0%,
decrease in insurance  commissions and a $381,000, or 63.0%, decrease in gain on
sale of loans.  The increase in service  fees,  charges and other income was due
primarily to an increase in ATM fees  totaling  $106,000 and an increase in bank
owned life  insurance  income of $110,000  for the three  months  ended June 30,
2005.  The  reduction  of gain on sale of loans is  attributable  to a  $174,000
decrease in gains from the sale of Small Business  Administration loans, coupled
with a $207,000  decrease  in gains  from the sale of  residential  real  estate
loans.

General, Administrative and Other Expense
-----------------------------------------

      General,  administrative  and other  expense  totaled $7.9 million for the
three months ended June 30, 2005,  an increase of $1.3 million,  or 19.8%,  over
the amount reported in the 2004 period.  The increase resulted primarily from an
$880,000,   or  46.5%,   increase   in  other   operating   expenses   including
merger-related  expenses  and  amortization  of the core deposit  intangible,  a
$264,000,  or 33.5%,  increase in occupancy and  equipment,  and a $356,000,  or
9.8%,  increase in compensation  and benefits,  which were partially offset by a
$195,000, or 79.6%, decrease in franchise tax expense.

      The increase in occupancy  and  equipment  expense was due  primarily to a
$118,000,  or 54.2%,  increase in maintenance  and  maintenance  contracts and a
$107,000,  or 40.6%,  increase in  depreciation  expense.  The increase in other
expenses  resulted  primarily from a $299,000  increase in  amortization of core
deposit  intangible,  a $55,000,  or 24.4%,  increase in  professional  fees,  a
$65,000, or 70.2%,  increase in ATM expenses,  a $10,000, or 11.0%,  increase in
travel  expense,   a  $62,000  increase  in  postage,  a  $136,000  increase  in
merger-related expenses, a $120,000 increase in marketing expenses, coupled with
incremental increases in other operating expenses year-to-year.  The increase in
compensation and benefits resulted primarily from a $179,000,  or 5.0%, increase
in salaries and wages  partially  attributable  to yearly  salary  increases,  a
$57,000,  or 30.4%,  increase  in group  insurance,  and an $83,000  increase in
retirement  expense.  The decrease in franchise tax expense generally reflects a
tax savings resulting from the Ripley acquisition.

Federal Income Taxes
--------------------

      The provision for federal  income taxes  amounted to a benefit of $219,000
for the three months ended June 30, 2005, a decrease of $1.8  million,  from the
comparable 2004 period. The decrease resulted primarily from a $4.5 million,  or
92.2%,  decrease in earnings before taxes,  coupled with $125,000 in new markets
tax credits pursuant to the Bank's investment in Oak Hill Community  Development
Corp.  The effective  tax  (benefit)  rates were (57.3)% and 33.3% for the three
months  ended June 30, 2005 and 2004,  respectively.


                                      -19-
<PAGE>

Item 3:  Quantitative and Qualitative Disclosure About Market Risk
         ---------------------------------------------------------

         There has been no significant  change from disclosures  included in the
         Company's  Annual  Report on Form 10-K for the year ended  December 31,
         2004.


Item 4:  Controls and Procedures
         -----------------------

         Disclosure Controls and Procedures
         ----------------------------------

         Disclosure  controls and procedures  are controls and other  procedures
         that are designed to ensure that  information  required to be disclosed
         by the  Company  in the  reports  that it files or  submits  under  the
         Securities  Act of 1934, as amended (the  "Exchange  Act") is recorded,
         processed,  summarized and reported,  within the time periods specified
         in the SEC's  rules  and  forms.  Disclosure  controls  and  procedures
         include, without limitation, controls and procedures designed to ensure
         that information required to be disclosed by the Company in the reports
         that it files or submits  under the  Exchange  Act is  accumulated  and
         communicated to the Company's management as appropriate to allow timely
         decisions regarding required disclosure.

         At the  end  of the  period  covered  by  this  report,  the  Company's
         management,  with the  participation of its chief executive officer and
         chief financial officer, carried out an evaluation of the effectiveness
         of our  disclosure  controls  and  procedures  pursuant  to Rule 13a-15
         promulgated  under the Exchange Act. Based upon this evaluation and the
         material weaknesses in the Company's internal controls discussed below,
         the  Company's  chief  executive  officer and chief  financial  officer
         concluded that the Company's  disclosure  controls and procedures  were
         ineffective at June 30, 2005.

         Internal Controls
         -----------------

         Management  is  also   responsible  for  establishing  and  maintaining
         adequate  internal  control over financial  reporting,  as such term is
         defined in Rules  13a-15(f) and  15d-15(f)  under the Exchange Act. The
         Company recently  identified  deficiencies in its internal control over
         financial  reporting,  based on an evaluation of the  effectiveness  of
         internal  control over financial  reporting.  The  identified  material
         weaknesses relate to incomplete documentation on loan and wire transfer
         approvals.

         Changes in Internal Control Over Financial Reporting
         ----------------------------------------------------

         There were no changes in the Company's  internal control over financial
         reporting  made  during  the  quarter  ended June 30,  2005,  that have
         materially affected, or are reasonably likely to materially affect, the
         Company's internal control over financial reporting.


                                      -20-
<PAGE>

PART II - OTHER INFORMATION


Item 1:  Legal Proceedings
         -----------------

         Not applicable.

Item 2:  Unregistered Sales of Equity Securities and Use of Proceeds
         -----------------------------------------------------------

<TABLE>
<CAPTION>
                                               Issuer Repurchase of Equity Securities
-------------------------------------------------------------------------------------------------------------------------
                                                                                 Total Number of            Maximum Number
                                                                                Shares Purchased          of Shares that May
                                                                              As Part of  Publicly         Yet be Purchased
                             Total Number of            Average Price            Announced Plans            Under the Plans
Period                      Shares Purchased           Paid Per Share              or Programs             or Programs(1)(2)
-------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                      <C>                           <C>                      <C>
April 1, 2005 -
April 30, 2005                    12,000                   $30.60                        12,000                   153,064
-------------------------------------------------------------------------------------------------------------------------
May 1, 2005 -
May 31, 2005                      20,000                   $25.96                        20,000                   290,000
-------------------------------------------------------------------------------------------------------------------------
June 1, 2005 -
June 30, 2005                    104,651                   $27.84                       104,651                   185,349
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   On February 26, 2004,  the Company  announced  that its Board of Directors
      had  authorized  management  to  repurchase  up to  300,000  shares of the
      Company's  common  stock  through  open  market  or  privately  negotiated
      transactions. The authorization did not have an expiration date.

(2)   On May 26, 2005, the Company rescinded the repurchase program announced on
      February 26, 2004 and announced that its Board of Directors had authorized
      management  to repurchase  up to 290,000  shares of the  Company's  common
      stock  through  open  market or  privately  negotiated  transactions.  The
      authorization does not have an expiration date.


Item 3:  Defaults Upon Senior Securities
         -------------------------------

         Not applicable.

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


         (a)            The Company had its 2005 Annual Meeting of  Shareholders
                        ("Annual   Meeting")  on  April  12,  2005.  Holders  of
                        4,930,264 common shares of the Company were present,  in
                        person or by proxy,  representing 88.6% of the Company's
                        5,564,904 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 2007
                        Annual  Meeting  or  until  their  successors  are  duly
                        elected and qualified.  Each person  received the number
                        of votes indicated below:

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

                        R. E. Coffman, Jr.       4,525,208         405,056
                        John D. Kidd             4,684,954         245,310
                        D. Bruce Knox            4,679,395         250,869
                        Neil S. Strawser         4,585,463         344,801


                                      -21-
<PAGE>

PART II - OTHER INFORMATION (continued)

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

         (b) and (c)    The continuing Class II Directors, whose terms expire at
                        the 2006 Annual Meeting,  are Candice R. De-Clark-Peace,
                        Barry M. Dorsey,  Ed.D., Donald R. Seigneur,  William S.
                        Siders, H. Grant Stephenson and Donald P Wood.

                        The  proposal for  ratification  of the  appointment  of
                        Grant  Thornton  LLP as  independent  registered  public
                        accounting  firm for the  Company  for the  year  ending
                        December 31, 2005,  was approved  with  4,915,138  votes
                        FOR, 12,571 votes AGAINST and 2,555 votes ABSTAIN.

Item 5:  Other Information
         -----------------

         Not applicable.

Item 6:  Exhibits
         --------

         Exhibits:

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

         31.1                 Certification  of Chief Executive  Officer,  R. E.
                              Coffman,  Jr.,  dated August 8, 2005,  pursuant to
                              Section  302 of  the  Sarbanes-Oxley  Act of  2002
                              ("SOX").

         31.2                 Certification of Chief Financial  Officer,  Ron J.
                              Copher,  dated August 8, 2005, pursuant to Section
                              302 of SOX.

         32.1                 Certification  by Chief Executive  Officer,  R. E.
                              Coffman, Jr., dated August 8, 2005, 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  August  8,  2005,  pursuant  to 18
                              U.S.C.   Section  1350,  as  adopted  pursuant  to
                              Section 906 of the Sarbanes-Oxley Act of 2002. -


                                      -22-
<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 8, 2005                    By:  /s/ R. E.  Coffman, Jr,
                                             -----------------------------------
                                             R. E. Coffman, Jr.
                                             President & Chief Executive Officer




Date: August 8, 2005                    By:  /s/ Ron J. Copher
                                             -----------------------------------
                                             Ron J. Copher
                                             Chief Financial Officer



                                      -23-