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


                                    FORM 10-Q


                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                      For the Quarter Ended March 31, 2000


                         Commission File Number: 0-26876


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

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

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


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


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

              Yes  [X]               No   [  ]


         As of May 8, 2000, the latest practicable date, 5,313,081 shares of the
registrant's common stock, $.50 stated value, were issued and outstanding.




<PAGE>


                            Oak Hill Financial, Inc.


                                TABLE OF CONTENTS



                                                                           Page

                         PART I - FINANCIAL INFORMATION

Item 1:  Financial Statements

           Consolidated Statements of Financial Condition                     3

           Consolidated Statements of Earnings                                4

           Consolidated Statements of Comprehensive Income                    5

           Consolidated Statements of Cash Flows                              6

           Notes to Consolidated Financial Statements                         8

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

Item 3:  Quantitative and Qualitative Disclosures About Market Risk          12


                          PART II - OTHER INFORMATION

Item 1:  Legal Proceedings                                                   13

Item 2:  Changes in Securities and Use of Proceeds                           13

Item 3:  Default Upon Senior Securities                                      13

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

Item 5:  Other Information                                                   14

Item 6:  Exhibits and Reports on Form 8-K                                    14

Signatures














                                      - 2 -

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

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)


                                                                                          March 31,         December 31,
         ASSETS                                                                                2000                1999

<S>                                                                                           <C>                 <C>
Cash and due from banks                                                                    $ 10,621            $ 14,675
Federal funds sold                                                                            1,787               3,854
Investment securities designated as available for sale - at market                           54,686              53,338

Loans receivable - net                                                                      524,897             507,726
Loans held for sale - at lower of cost or market                                                 -                  243
Office premises and equipment - net                                                           9,173               9,256
Federal Home Loan Bank stock - at cost                                                        4,423               4,079
Accrued interest receivable                                                                   3,534               3,593

Goodwill - net                                                                                  275                 283
Prepaid expenses and other assets                                                             1,416                 312
Prepaid federal income tax                                                                      301               1,220
Deferred federal income tax asset                                                             1,638               1,521
                                                                                            -------             -------

         Total assets                                                                      $612,751            $600,100
                                                                                            =======             =======


         LIABILITIES and STOCKHOLDERS' EQUITY


Deposits                                                                                   $497,055            $488,880
Securities sold under agreements to repurchase                                                  461               1,172
Advances from the Federal Home Loan Bank                                                     57,620              59,680
Notes payable                                                                                   500                 -
Preferred interests in Corporation's debt securities                                          5,000                 -
Accrued interest payable and other liabilities                                                3,131               2,644
                                                                                            -------             -------
         Total liabilities                                                                  563,767             552,376

Stockholders' equity
 Common stock - $.50 stated value;  authorized 15,000,000 shares,  5,388,001 and
    5,369,576 shares issued at March 31, 2000 and  December 31, 1999, respectively            2,703               2,683
 Additional paid-in capital                                                                   4,798               4,650
 Retained earnings                                                                           43,959              42,724
 Treasury stock (50,900 shares at cost)                                                        (755)               (755)
 Accumulated comprehensive loss:
    Unrealized losses on securities designated as available
       for sale, net of related tax effects                                                  (1,721)             (1,578)
                                                                                            -------             -------

         Total stockholders' equity                                                          48,984              47,724
                                                                                            -------             -------

         Total liabilities and stockholders' equity                                        $612,751            $600,100
                                                                                            =======             =======
</TABLE>




                                      - 3 -


<PAGE>


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

                       CONSOLIDATED STATEMENTS OF EARNINGS

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




                                                                              2000                     1999
                                                                                                  (Restated)
<S>                                                                          <C>                       <C>
Interest income
  Loans                                                                    $11,406                   $ 9,184
  Investment securities                                                        868                     1,421
  Interest-bearing deposits and other                                          128                       213
                                                                            ------                    ------
          Total interest income                                             12,402                    10,818

Interest expense
  Deposits                                                                   5,360                     4,891
  Borrowings                                                                   882                       534
                                                                            ------                    ------
          Total interest expense                                             6,242                     5,425
                                                                            ------                    ------

          Net interest income                                                6,160                     5,393

Provision for losses on loans                                                  360                       310
                                                                            ------                    ------

          Net interest income after
            provision for losses on loans                                    5,800                     5,083

Other income
 Gain on sale of loans                                                          61                       309
 Gain on investment securities transactions                                    -                          15
 Service fees, charges and other operating                                     560                       444
                                                                            ------                    ------
          Total other income                                                   621                       768

General, administrative and other expense
 Employee compensation and benefits                                          2,196                     1,835
 Occupancy and equipment                                                       465                       416
 Federal deposit insurance premiums                                             24                        33
 Franchise taxes                                                               143                       145
 Other operating                                                               943                       721
                                                                            ------                    ------
          Total general, administrative
            and other expense                                                3,771                     3,150
                                                                            ------                    ------

          Earnings before income taxes                                       2,650                     2,701

Federal income taxes
  Current                                                                      927                       848
  Deferred                                                                     (42)                       38
                                                                            ------                    ------

           Total federal income taxes                                          885                       886
                                                                            ------                    ------

           NET EARNINGS                                                    $ 1,765                   $ 1,815
                                                                            ======                    ======

           EARNINGS PER SHARE
             Basic                                                            $.33                      $.35
                                                                               ===                       ===
             Diluted                                                          $.33                      $.34
                                                                               ===                       ===
</TABLE>




                                      - 4 -

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

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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



                                                                              2000             1999
                                                                                          (Restated)
<S>                                                                           <C>            <C>
Net earnings                                                               $ 1,765           $1,815

Other comprehensive income, net of tax:

  Unrealized losses on securities designated as available for sale,
    net of tax of $(74) and $(145), respectively                              (143)            (281)

  Reclassification adjustment for realized gains included in net
    earnings, net of tax of $(5)                                               -                (10)
                                                                            ------            -----

Comprehensive income                                                       $ 1,622           $1,524
                                                                            ======            =====

Accumulated comprehensive loss                                             $(1,721)          $ (147)
                                                                            ======            =====

</TABLE>































                                      - 5 -

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                                                                                               2000            1999
                                                                                                         (Restated)
<S>                                                                                            <C>            <C>
Cash flows from operating activities:
  Net earnings for the period                                                              $  1,765          $1,815
  Adjustments to reconcile net earnings to net
   cash provided by (used in) operating activities:
     Depreciation and amortization                                                              196             178
     Amortization of premiums and discounts
         on investment securities - net                                                          14              68
     Amortization of deferred loan origination costs                                             15             103
     Federal Home Loan Bank stock dividends                                                     (53)            (63)
     Loans originated for sale in secondary market                                           (1,974)        (14,146)
     Proceeds from sale of loans in the secondary market                                      2,221          16,078
     Gain on sale of loans                                                                       (4)           (141)
     Provision for losses on loans                                                              360             310
     Gain on investment securities transactions                                                 -               (15)
      Increase (decrease) in cash due to changes in:
       Accrued interest receivable                                                               59             (31)
       Prepaid expenses and other assets                                                        185            (478)
       Accrued expenses and other liabilities                                                   487             105
       Federal income taxes
          Current                                                                              (952)            770
          Deferred                                                                              (42)             38
                                                                                            -------         -------
              Net cash provided by operating activities                                       2,277           4,591

Cash flows provided by (used in) investing activities:
  Loan principal repayments                                                                  50,415          44,281
  Loan disbursements                                                                        (67,961)        (53,618)
  Purchase of loans                                                                             -              (120)
  Principal repayments on mortgage-backed securities
    designated as available for sale                                                            366           1,201
  Principal repayments on mortgage-backed securities
    designated as held-to-maturity                                                              -             1,508
  Proceeds from sale of investment securities
    designated as available for sale                                                            -             3,341
  Proceeds from maturity and redemption of investment securities                                -            10,745
  Proceeds from sale of premises and equipment                                                   30             -
  Purchase of office premises and equipment                                                    (135)           (204)
  Purchase of investment securities designated as available for sale                         (1,946)        (11,695)
  Purchase of investment securities designated as held-to-maturity                              -              (543)
  (Increase) decrease in federal funds sold - net                                             2,067          (2,184)
  Decrease in certificates of deposit in other institutions                                     -                 1
  Purchase of Federal Home Loan Bank stock                                                      291             -
                                                                                            -------         -------
              Net cash used in investing activities                                         (16,873)         (7,287)
                                                                                            -------         -------


              Net cash used in operating and investing
                activities (balance carried forward)                                        (14,596)         (2,696)
                                                                                            -------         -------
</TABLE>


                                      - 6 -

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

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

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

                                                                                               2000            1999
                                                                                                         (Restated)
<S>                                                                                            <C>            <C>
              Net cash used in operating and investing
                activities (balance brought forward)                                       $(14,596)      $  (2,696)

Cash flows provided by (used in) financing activities:
  Proceeds (repayments) from securities sold under agreement to repurchase                     (711)             39
  Net increase in deposit accounts                                                            8,175           3,668
  Proceeds from Federal Home Loan Bank advances                                              57,560             540
  Repayment of Federal Home Loan Bank advances                                              (59,620)         (1,935)
  Increase in notes payable                                                                     500             -
  Proceeds from issuance of debt securities                                                   5,000             -
  Proceeds from issuance of shares under stock option plan                                      168             200
  Advances by borrowers for taxes and insurance                                                 -              (213)
  Accounts payable on mortgage loans serviced for others                                        -               177
  Dividends paid on common shares                                                              (530)           (421)
                                                                                            -------         -------

              Net cash provided by financing activities                                      10,542           2,055
                                                                                            -------         -------


Net decrease in cash and cash equivalents                                                    (4,054)           (641)
Cash and cash equivalents at beginning of period                                             14,675          13,650
                                                                                            -------         -------


Cash and cash equivalents at end of period                                                 $ 10,621        $ 13,009
                                                                                            =======         =======


Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
    Federal income taxes                                                                   $    -          $     78
                                                                                            =======         =======


    Interest on deposits and borrowed money                                                $  5,959        $  5,560
                                                                                            =======         =======


Supplemental disclosure of noncash investing activities:

     Transfers from loans to real estate acquired through foreclosure                      $    107        $    132
                                                                                            =======         =======

     Transfer of loans held for investment to held for sale                                $    -          $    456
                                                                                            =======         =======

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

    Unrealized losses on securities designated as available
        for sale, net of related tax effects                                               $   (143)       $   (315)
                                                                                            =======         =======

    Recognition of mortgage servicing rights in
       accordance with SFAS No. 125                                                        $     57        $    168
                                                                                            =======         =======

</TABLE>



                                      - 7 -

<PAGE>
                            Oak Hill Financial, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       Basis of Presentation

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

               The accompanying unaudited consolidated financial statements were
          prepared in accordance with instructions for Form 10-Q and, therefore,
          do not  include  information  or  footnotes  necessary  for a complete
          presentation  of financial  position,  results of operations  and cash
          flows in conformity  with generally  accepted  accounting  principles.
          Accordingly,  these financial statements should be read in conjunction
          with the  consolidated  financial  statements and notes thereto of the
          Company  included in the Annual Report on Form 10-K for the year ended
          December 31, 1999. However, all adjustments (consisting only of normal
          recurring accruals) which, in the opinion of management, are necessary
          for a fair presentation of the consolidated  financial statements have
          been included.  The results of operations for the three-month  periods
          ended March 31, 2000,  are not  necessarily  indicative of the results
          which may be expected for the entire year.

2.       Principles of Consolidation

               The consolidated financial statements include the accounts of the
          Company and its wholly-owned subsidiaries Oak Hill Banks (the "Bank"),
          Towne,  (collectively  hereinafter  the "Banks"),  and Action  Finance
          Company  ("Action").   All  significant   intercompany   balances  and
          transactions have been eliminated.

3.       Earnings Per Share

               Basic   earnings   per  share  are   computed   based   upon  the
          weighted-average     shares    outstanding    during    the    period.
          Weighted-average  common  shares  outstanding  totaled  5,331,888  and
          5,250,230 for the  three-month  periods ended March 31, 2000 and 1999,
          respectively.  Diluted  earnings  per share are  computed  taking into
          consideration  common shares outstanding and dilutive potential common
          shares  to  be  issued   under  the   Company's   stock  option  plan.
          Weighted-average  common  shares  deemed  outstanding  for purposes of
          computing  diluted earnings per share totaled  5,331,888 and 5,399,973
          for  the   three-month   periods   ended  March  31,  2000  and  1999,
          respectively.  There were 149,743  incremental  shares  related to the
          assumed  exercise  of stock  options  included in the  computation  of
          diluted earnings per share for the three-month  period ended March 31,
          1999.  Options  to  purchase  606,876  shares of common  stock  with a
          weighted-average  exercise  price of $14.42 were  outstanding at March
          31, 2000,  but were  excluded  from the  computation  of common shares
          equivalent because their exercise prices were greater than the average
          market price of the common shares.

4.       Effects of Recent Accounting Pronouncements

               In June  1998,  the  Financial  Accounting  Standards  Board (the
          "FASB") issued Statement of Financial  Accounting  Standards  ("SFAS")
          No.  133,   "Accounting   for  Derivative   Instruments   and  Hedging
          Activities,"  which requires  entities to recognize all derivatives in
          their financial statements as either assets or liabilities measured at
          fair value.  SFAS No. 133 also specifies new methods of accounting for
          hedging activities,  prescribes the items and transactions that may be
          hedged,  and  specifies  detailed  criteria  to be met to qualify  for
          hedging accounting.

                                      - 8 -

<PAGE>
                            Oak Hill Financial, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.        Effects of Recent Accounting Pronouncements (continued)

               The  definition of derivative  financial  instruments is complex,
          but in general, it is an instrument with one or more underlyings, such
          as  interest  rate or  foreign  exchange  rate  that is  applied  to a
          notional  amount,  such as an amount of  currency,  to  determine  the
          settlement amount(s).  It generally requires no initial investment and
          can  be  settled  net or by  delivery  of an  asset  that  is  readily
          convertible to cash.  SFAS No. 133 applies to derivatives  embedded in
          other  contracts,  unless the underling of the embedded  derivative is
          clearly and  closely  related to the host  contract.  SFAS No. 133, as
          amended by SFAS No. 137, is effective for fiscal years beginning after
          June 15,  2000.  On  adoption,  entities  are  permitted  to  transfer
          held-to-maturity  debt securities to an  available-for-sale or trading
          category without calling into question their intent to hold other debt
          securities to maturity in the future.  SFAS No. 133 is not expected to
          have a material effect on the Company's  financial position or results
          of operations.









































                                      - 9 -

<PAGE>
                            Oak Hill Financial, Inc.

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


Discussion  of Financial  Condition  Changes from December 31, 1999 to March 31,
2000

     At March 31,  2000,  the Company  had total  assets of $612.8  million,  an
increase of approximately $12.7 million, or 2.1%, over December 31, 1999 levels.
The  increase  in total  assets was funded  primarily  by growth in the  deposit
portfolio  of $8.2  million,  undistributed  net  earnings  of $1.2  million and
increases of $500,000 and $5.0 million in notes payable and capital  securities,
respectively,  which were  partially  offset by a decrease in Federal  Home Loan
Bank advances of $2.1 million.

     Cash, federal funds sold and investment securities totaled $67.1 million at
March 31,  2000, a decrease of $4.8  million,  or 6.6%,  from  December 31, 1999
levels.  Investment  securities increased by $1.3 million, or 2.5%, as purchases
of $1.9 million  exceeded  maturities  and  repayments  of $366,000.  Securities
purchased consisted  primarily of U.S. government agency securities.  The Banks'
liquidity  computed for regulatory  purposes amounted to approximately  8.49% at
March 31, 2000, as compared to liquidity of 8.30% at December 31, 1999.

     Loans  receivable  and loans held for sale totaled  $524.9 million at March
31, 2000, an increase of $16.9 million,  or 3.3%, over the total at December 31,
1999. Loan  disbursements  totaled  approximately  $69.9 million during the 2000
three-month  period,  while  principal  repayments  and sales  amounted to $50.4
million and $2.2 million,  respectively.  Loan  disbursements  increased by $2.2
million,  or 3.2%, during the 2000 period, as compared to the three-month period
in 1999. Loans  originated in 2000 were primarily  comprised of commercial loans
and 1-4 family residential loans.

     The Company's  allowance for loan losses  amounted to $6.2 million at March
31, 2000,  an increase of $64,000,  or 1.0% over the total at December 31, 1999.
The allowance for loan losses  represented  1.17% of the total loan portfolio at
March 31,  2000,  as compared  to 1.19% at  December  31,  1999.  The  Company's
allowance  represented 159.6% and 192.4% of non-performing  loans, which totaled
$3.9  million  and  $3.2  million  at March  31,  2000 and  December  31,  1999,
respectively.

     The deposit portfolio totaled $497.1 million at March 31, 2000, an increase
of $8.2 million,  or 1.7%, over December 31, 1999 levels.  Proceeds from deposit
growth were utilized to fund loan  originations  and to repay  advances from the
Federal  Home Loan Bank.  The  increase  resulted  primarily  from  management's
marketing efforts and competitive pricing with respect to midterm certificate of
deposit products throughout the Banks' branch network.

     Advances from the Federal Home Loan Bank totaled $57.6 million at March 31,
2000,  a decrease of $2.1  million,  or 3.5%,  from the balance at December  31,
1999.

     In March 2000,  a Delaware  statutory  business  trust owned by the Company
(the "Trust"),  issued $5.0 million of mandatorily  redeemable debt  securities.
The debt securities issued by the Trust are included in the Company's regulatory
capital,  specifically  as a component of Tier I capital.  The proceeds from the
issuance of the debt securities and common  securities were used by the Trust to
purchase  from the  Company  $5.0  million  of  junior  subordinated  debentures
maturing on March 8, 2030.  The  subordinated  debentures are the sole assets of
the  Trust,  and the  Company  owns all of the common  securities  of the Trust.
Interest  payments on the debt  securities  are to be made  semi-annually  at an
annual  interest  rate of 10 7/8 % and are  reported as a component  of interest
expense on borrowings. The net proceeds received by the Company from the sale of
the debt securities were used for general corporate purposes, including repaying
existing indebtedness, repurchasing the Company's common stock, extending credit
to the Company's subsidiaries, and providing general working capital.

     The Banks are required to maintain minimum  regulatory  capital pursuant to
federal   regulations.   At  March  31,  2000,  the  Banks'  regulatory  capital
substantially exceeded all regulatory capital requirements.

                                     - 10 -

<PAGE>
                            Oak Hill Financial, Inc.

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

            For the three month periods ended March 31, 2000 and 1999

Comparison of Results of Operations for the Three-Month  Periods Ended March 31,
2000 and 1999

General

     Net  earnings  for the three  months  ended  March 31,  2000  totaled  $1.8
million,  a decrease  of $50,000,  or 2.8%,  from the  earnings  reported in the
comparable 1999 period. The decrease in earnings in the 2000 period is primarily
attributable  to a  $621,000  increase  in  general,  administrative  and  other
expense, a $50,000 increase in the provision for losses on loans, and a $147,000
decrease in other income,  which were partially offset by a $767,000 increase in
net interest  income,  coupled with a $1,000  decrease in the federal income tax
provision.

Net Interest Income

     Total  interest  income  totaled  $12.4  million for the three months ended
March 31, 2000, an increase of $1.6 million,  or 14.6%,  from the total reported
in the comparable 1999 period.  The increase resulted  primarily from the growth
in average interest-earning assets from $533.4 million to $584.4 million for the
three-month  periods  ending  March  31,  1999 and  2000,  respectively,  and an
increase in  weighted-average  yield from 8.22% in 1999 to 8.63% in 2000.  Total
interest expense totaled $6.2 million for the three months ended March 31, 2000,
an increase of $817,000,  or 15.1%.  The increase  resulted  primarily  from the
growth in average  interest-bearing  liabilities  from $465.8  million to $506.6
million for the three month periods ended March 31, 2000 and 1999, respectively,
and an  increase  in the  weighted-average  cost of funds  from 4.72% in 1999 to
4.96% in 2000.

     As a result of the  foregoing  changes  in  interest  income  and  interest
expense,  net interest  income  increased by $767,000,  or 14.2%,  for the three
months ended March 31, 2000, as compared to the  comparable  period in 1999. The
interest  rate  spread  amounted to 3.54% and 3.67% for the three  months  ended
March 31, 2000 and 1999,  while the net interest  margin totaled 4.29% and 4.10%
for the three months ended March 31, 2000 and 1999, respectively.

Provision for Losses on Loans

     The  provision  for  losses on loans  represents  a charge to  earnings  to
maintain  the  allowance  at a level  management  believes is adequate to absorb
losses in the loan portfolio. The provision for losses on loans totaled $360,000
for the three months ended March 31, 2000, an increase of $50,000, or 16.1% over
the  comparable  period in 1999.  The provision was  primarily  attributable  to
growth in the loan portfolio year-to-year.

     Although management believes that it uses the best information available in
providing  for possible  loan losses and believes that the allowance is adequate
at March 31, 2000,  future  adjustments to the allowance  could be necessary and
net  earnings  could be affected if  circumstances  and/or  economic  conditions
differ   substantially   from  the  assumptions   used  in  making  the  initial
determinations.










                                     - 11 -

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

            For the three month periods ended March 31, 2000 and 1999

Comparison of Results of Operations  for the Three Month Periods Ended March 31,
2000 and 1999 (continued)

Other Income

     Other income for the three months ended March 31, 2000, totaled $621,000, a
decrease of $147,000,  or 19.1%,  from the $768,000  reported in the  comparable
1999 period. The decrease resulted from a $248,000,  or 80.3%,  decrease in gain
on sale of loans and a $15,000  decrease in gain on sale of  investments,  which
were partially offset by a $116,000, or 26.1%, increase in service fees, charges
and other operating income. Such increase is primarily attributable to selective
increases in service fees and charges.

General, Administrative and Other Expense

     General,  administrative  and other  expense  totaled  $3.8 million for the
three months ended March 31, 2000, an increase of $621,000,  or 19.7%,  over the
March 31, 1999 total.  The increase was due  primarily to a $361,000,  or 19.7%,
increase in employee  compensation  and  benefits,  an increase in occupancy and
equipment  expense of $49,000,  or 11.8%,  and an  increase  in other  operating
expenses of $222,000,  or 30.8%,  which were  partially  offset by a $2,000,  or
1.4%, decrease in franchise taxes, coupled with a $9,000, or 27.3%,  decrease in
federal deposit insurance premiums.

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

Federal Income Taxes

     The  provision  for federal  income  taxes  totaled  $885,000 for the three
months ended March 31, 2000, a decrease of $1,000,  or 0.1%, from the comparable
March 31, 1999 total. The effective tax rates for the three-month  periods ended
March 31, 2000 and 1999 were 33.4% and 32.8%, respectively.


ITEM 3:    Quantitative and Qualitative Disclosures About Market Risk

           Not applicable.
















                                     - 12 -

<PAGE>
                            Oak Hill Financial, Inc.

                                     PART II


ITEM 1.  Legal Proceedings

                  Not applicable

ITEM 2.  Changes in Securities

                  Not applicable

ITEM 3.  Defaults Upon Senior Securities

                  Not applicable

ITEM 4.  Submission of Matters to a Vote of Security Holders

          (a)           The Company held its 2000 Annual Meeting of Stockholders
                        on  April 25, 2000.  Holders of  4,668,521 Common Shares
                        of  the Company were present  representing  87.5% of the
                        Company's  5,337,101  Common Shares outstanding.

          (b) and (c)   The  following persons were elected  Class II members of
                        the Company's Board of Directors to serve until the 2002
                        Annual  Meeting  or  until  their  successors  are  duly
                        elected and qualified. Each  person received  the number
                        of  votes  for, or  the  number of votes  with authority
                        withheld, indicated below.
<TABLE>
<CAPTION>

                        Name                              Votes For                  Votes Withheld
<S>                                                          <C>                         <C>
                        Barry M. Dorsey, Ed.D.            4,645,256                     23,265
                        Rick  A. McNelly                  4,644,776                     23,745
                        Donald R. Seigneur                4,644,966                     23,555
                        H. Grant Stephenson               4,643,551                     24,970
</TABLE>

                      The  continuing  Class I Directors,  whose terms expire at
                      the 2001  Annual  Meeting,  are: Evan E. Davis, C. Clayton
                      Johnson,  John  D.  Kidd,  D.  Bruce  Knox, and Richard P.
                      Legrand.


                      The proposal for the amendment to the Company's 1995 Stock
                      Option  Plan, which increases  the number of shares of the
                      Company's Common Stock  issuable  upon  exercise  of stock
                      options under the Company's  1995 Stock  Option  Plan from
                      800,000 to 1,200,000 shares, was approved  with  3,458,939
                      votes FOR, 505,542 votes AGAINST, and 9,581 votes ABSTAIN.


                     The  proposal for the  ratification  of the appointment of
                     Grant Thornton, LLP as independent auditors for the Company
                     for the fiscal year ending  December 31, 2000, was approved
                     with 4,656,709  votes FOR,  5,735 votes  AGAINST, and 6,077
                     votes ABSTAIN.







                                     - 13 -

<PAGE>
ITEM 5.  Other Information

          On April 11, 2000,  the Company  announced its intention to repurchase
          up to 320,000 shares, or approximately  6%, of its outstanding  common
          stock. The repurchase  program will run through December 31, 2000. The
          Company's Board of Directors  approved the buyback program in light of
          the  existing  market  conditions  and  the  capital  position  of the
          Company.

          As of May 8, 2000,  the  Company  had  acquired  24,020  shares of its
          common stock through open market transactions.  The repurchased shares
          will become  treasury  shares that will be used for general  corporate
          purposes,  including mitigating the potentially dilutive effect of the
          Company's stock option plan.

ITEM 6.  Exhibits and Reports on Form 8-K

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

          (a) Form 8-K,  dated January 7, 2000,  filed with the  Securities  and
          Exchange Commission on January 12, 2000.

          (b) Form 8-K,  dated April 10,  2000,  filed with the  Securities  and
          Exchange Commission on April 12, 2000.

          (c) Form 8-K,  dated April 11,  2000,  filed with the  Securities  and
          Exchange Commission on April 13, 2000.

          Exhibits: Financial Data Schedule for the three months ended March 31,
          2000.






























                                     - 14 -

<PAGE>

                                   SIGNATURES

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




Date:  May 8, 2000                                    By: /s/John D. Kidd
       -----------                                        ---------------
                                                          John D. Kidd
                                                          President


Date:  May 8, 2000                                    By: /s/Ron J. Copher
       -----------                                       ----------------
                                                         Ron J. Copher
                                                         Chief Financial Officer









































                                     - 15 -