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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 September 30, 2004

Commission File Number: 0-26876

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

|Ohio                                                               |  | 31-1010517                               
|------------------------------------------------------------------ |  | -----------------------------------------
|(State or other jurisdiction of
  incorporation or organization)   |  | (I.R.S. Employer
  Identification Number)
|                                                                   |  |                                          
|14621 S. R. 93                                                     |  |                                          
|Jackson, Ohio                                                      |  | 45640                                    
|(Address of principal executive
  office)                          |  | (Zip Code)                               
|                                                                   |  |                                          
|Registrants telephone number, including area code: (740) 286-3283

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

Yes     |X|          No     |_|

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

Yes     |X|          No     |_|

As
of October 27, 2004, the latest practicable date, 5,545,564 shares of the
Registrants common stock, $.50 stated value, were outstanding.

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Oak Hill Financial, Inc.

TABLE OF CONTENTS

|                               |                                                                                         | Page                                           
|------------------------------ | --------------------------------------------------------------------------------------- | -----------------------------------------------
|                               |                                                                                         |                                                
|PART I  FINANCIAL INFORMATION |                                                                                        
|                               |                                                                                         |                                                
|Item 1:                        | Financial
  Statements                                                                  |                                                
|                               |                                                                                         |                                                
|                               |                                                                                         | Consolidated Statements of Financial Condition 
|                               |                                                                                         |                                                
|                               |                                                                                         | Consolidated Statements of Earnings            
|                               |                                                                                         |                                                
|                               |                                                                                         | Consolidated Statements of Comprehensive Income
|                               |                                                                                         |                                                
|                               |                                                                                         | Consolidated Statements of Cash Flows          
|                               |                                                                                         |                                                
|                               |                                                                                         | Notes to Consolidated Financial Statements     
|                               |                                                                                         |                                                
|Item 2:                        | Managements Discussion and Analysis of Financial Condition And
  Results of Operations | 14                                             
|                               |                                                                                         |                                                
|Item 3:                        | Quantitative and Qualitative Disclosures About Market Risk                              | 18                                             
|                               |                                                                                         |                                                
|Item 4:                        | Controls and Procedures                                                                 | 18                                             
|                               |                                                                                         |                                                
|PART II  OTHER
  INFORMATION  |                                                                                         |                                                
|                               |                                                                                         |                                                
|Item 1:                        | Legal Proceedings                                                                       | 19                                             
|                               |                                                                                         |                                                
|Item 2:                        | Changes in Securities and Use of Proceeds                                               | 19                                             
|                               |                                                                                         |                                                
|Item 3:                        | Default Upon Senior Securities                                                          | 19                                             
|                               |                                                                                         |                                                
|Item 4:                        | Submission of Matters to a Vote of Security Holders                                     | 19                                             
|                               |                                                                                         |                                                
|Item 5:                        | Other Information                                                                       | 19                                             
|                               |                                                                                         |                                                
|Item 6:                        | Exhibits and Reports on Form 8-K                                                        | 20                                             
|                               |                                                                                         |                                                
|Signatures                     | 21                                                                                     
|                               |                                                                                         |                                                
|Certifications                 | 22                                                                                     

-2-

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Oak
Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

|(In thousands, except share data)                                                                                                                                              |                                                                                                                                                                    | September 30,2004 |         | December 31,2003 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------- | ------- | ---------------- | -
|                                                                                                                                                                               |                                                                                                                                                                    |                   |         |                  |  
|                                                                                                                                                                               |                                                                                                                                                                    |                   |         |                  |  
|ASSETS                                                                                                                                                                         |                                                                                                                                                                    |                   |         |                  |  
|                                                                                                                                                                               |                                                                                                                                                                    |                   |         |                  |  
|Cash and due
  from banks                                                                                                                                                      |                                                                                                                                                                    | $                 | 21,576  |                  | $
|Federal
  funds sold                                                                                                                                                           |                                                                                                                                                                    |                   | 149     |                  |  
|Investment
  securities designated as available for sale  at market                                                                                                           |                                                                                                                                                                    |                   | 78,612  |                  |  
|Investment
  securities designated as held to maturity  at cost (approximate market value
  of $3,919 and $3,583 at September 30, 2004 and December 31, 2003,
  respectively) |                                                                                                                                                                    |                   | 3,645   |                  |  
|Loans receivable
   net                                                                                                                                                       |                                                                                                                                                                    |                   | 874,867 |                  |  
|Loans held
  for sale  at lower of cost or market                                                                                                                             |                                                                                                                                                                    |                   | 268     |                  |  
|Office
  premises and equipment  net                                                                                                                                          |                                                                                                                                                                    |                   | 12,987  |                  |  
|Other real
  estate owned                                                                                                                                                      |                                                                                                                                                                    |                   | 666     |                  |  
|Federal Home
  Loan Bank stock  at cost                                                                                                                                       |                                                                                                                                                                    |                   | 6,183   |                  |  
|Bank owned
  life insurance                                                                                                                                                    |                                                                                                                                                                    |                   | 10,000  |                  |  
|Accrued
  interest receivable on loans                                                                                                                                         |                                                                                                                                                                    |                   | 3,216   |                  |  
|Accrued
  interest receivable on securities                                                                                                                                    |                                                                                                                                                                    |                   | 717     |                  |  
|Goodwill 
  net                                                                                                                                                               |                                                                                                                                                                    |                   | 413     |                  |  
|Prepaid
  expenses and other assets                                                                                                                                            |                                                                                                                                                                    |                   | 2,708   |                  |  
|Prepaid
  federal income taxes                                                                                                                                                 |                                                                                                                                                                    |                   | 1,486   |                  |  
|Deferred
  federal income taxes                                                                                                                                                |                                                                                                                                                                    |                   | 424     |                  |  
|                                                                                                                                                                               |                                                                                                                                                                    |                   |         |                  |  
|                                                                                                                                                                               | TOTAL ASSETS                                                                                                                                                       |                   | $       | 1,017,917        |  
|                                                                                                                                                                               |                                                                                                                                                                    |                   |         |                  |  
|                                                                                                                                                                               |                                                                                                                                                                    |                   |         |                  |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                           |                                                                                                                                                                    |                   |         |                  |  
|                                                                                                                                                                               |                                                                                                                                                                    |                   |         |                  |  
|Deposits                                                                                                                                                                       |                                                                                                                                                                    |                   |         |                  |  
|                                                                                                                                                                               | Demand                                                                                                                                                             |                   | $       | 68,974           |  
|                                                                                                                                                                               | Savings and
  time deposits                                                                                                                                        |                   |         | 721,682          |  
|                                                                                                                                                                               |                                                                                                                                                                    |                   |         |                  |  
|                                                                                                                                                                               | Total
  deposits                                                                                                                                                   |                   |         | 790,656          |  
|Securities
  sold under agreements to repurchase                                                                                                                               |                                                                                                                                                                    |                   | 6,227   |                  |  
|Advances
  from the Federal Home Loan Bank                                                                                                                                     |                                                                                                                                                                    |                   | 119,520 |                  |  
|Notes
  payable                                                                                                                                                                |                                                                                                                                                                    |                   | 3,050   |                  |  
|Guaranteed preferred
  beneficial interests in the Corporations junior subordinated debentures                                                                                |                                                                                                                                                                    |                   | 10,000  |                  |  
|Accrued
  interest payable and other liabilities                                                                                                                               |                                                                                                                                                                    |                   | 3,575   |                  |  
|                                                                                                                                                                               |                                                                                                                                                                    |                   |         |                  |  
|                                                                                                                                                                               | Total
  liabilities                                                                                                                                                |                   |         | 933,028          |  
|Stockholders
  equity                                                                                                                                                         |                                                                                                                                                                    |                   |         |                  |  
|                                                                                                                                                                               | Common stock
   $.50 stated value; authorized 15,000,000 shares 5,653,583 and 5,594,228
  shares issued at September 30, 2004 and December 31, 2003, respectively |                   |         | 2,827            |  
|                                                                                                                                                                               | Additional
  paid-in capital                                                                                                                                       |                   |         | 6,730            |  
|                                                                                                                                                                               | Retained
  earnings                                                                                                                                                |                   |         | 77,963           |  
|                                                                                                                                                                               | Treasury
  stock (109,069 and 21,542 shares at September 30, 2004 and December 31, 2003,
  respectively  at cost)                                                 |                   |         | (3,532           | )
|                                                                                                                                                                               | Accumulated
  comprehensive income:                                                                                                                                |                   |         |                  |  
|                                                                                                                                                                               | Unrealized
  gain on securities designated as available for sale, net of related tax
  effects                                                                     |                   |         | 901              |  
|                                                                                                                                                                               |                                                                                                                                                                    |                   |         |                  |  
|                                                                                                                                                                               | Total
  stockholders equity                                                                                                                                       |                   |         | 84,889           |  
|                                                                                                                                                                               |                                                                                                                                                                    |                   |         |                  |  
|                                                                                                                                                                               | TOTAL
  LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                       |                   | $       | 1,017,917        |  
|                                                                                                                                                                               |                                                                                                                                                                    |                   |         |                  |  
|                                                                                                                                                                               |                                                                                                                                                                    |                   |         |                  |  

-3-

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Oak
Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF EARNINGS

|                                            |                                                           | For the
  Nine Months Ended
  September 30, |        | For the
  Three Months Ended
  September 30, |  
|------------------------------------------- | --------------------------------------------------------- | ------------------------------------------- | ------ | -------------------------------------------- | -
|                                            |                                                           |                                             |       
|(In thousands, except share data)           |                                                           | 2004                                        |        | 2003                                         |  
|                                            |                                                           |                                             |        |                                              |  
|                                            |                                                           |                                             |        |                                              |  
|INTEREST INCOME                             |                                                           |                                             |        |                                              |  
|                                            |                                                           |                                             |        |                                              |  
|Loans                                       |                                                           | $                                           | 40,815 |                                              | $
|Investment
  securities                     |                                                           |                                             | 2,478  |                                              |  
|Interest-bearing
  deposits and other       |                                                           |                                             | 202    |                                              |  
|                                            |                                                           |                                             |        |                                              |  
|                                            | Total
  interest income                                   |                                             |        | 43,495                                       |  
|INTEREST EXPENSE                            |                                                           |                                             |        |                                              |  
|                                            |                                                           |                                             |        |                                              |  
|Deposits                                    |                                                           |                                             | 11,531 |                                              |  
|Borrowings                                  |                                                           |                                             | 3,575  |                                              |  
|                                            |                                                           |                                             |        |                                              |  
|                                            | Total
  interest expense                                  |                                             |        | 15,106                                       |  
|                                            |                                                           |                                             |        |                                              |  
|                                            | Net interest
  income                                     |                                             |        | 28,389                                       |  
|Provision
  for losses on loans             |                                                           |                                             | 2,285  |                                              |  
|                                            |                                                           |                                             |        |                                              |  
|                                            | Net interest
  income after provision for losses on loans |                                             |        | 26,104                                       |  
|OTHER INCOME                                |                                                           |                                             |        |                                              |  
|                                            |                                                           |                                             |        |                                              |  
|Service
  fees, charges and other operating |                                                           |                                             | 3,676  |                                              |  
|Insurance
  commissions                     |                                                           |                                             | 2,224  |                                              |  
|Gain on sale
  of loans                     |                                                           |                                             | 1,354  |                                              |  
|Gain on sale
  of securities                |                                                           |                                             | 276    |                                              |  
|                                            |                                                           |                                             |        |                                              |  
|                                            | Total other
  income                                      |                                             |        | 7,530                                        |  
|GENERAL, ADMINISTRATIVE AND OTHER EXPENSE   |                                                           |                                             |        |                                              |  
|                                            |                                                           |                                             |        |                                              |  
|Employee
  compensation and benefits        |                                                           |                                             | 10,743 |                                              |  
|Occupancy
  and equipment                   |                                                           |                                             | 2,446  |                                              |  
|Federal
  deposit insurance premiums        |                                                           |                                             | 81     |                                              |  
|Franchise
  taxes                           |                                                           |                                             | 733    |                                              |  
|Other
  operating                           |                                                           |                                             | 5,523  |                                              |  
|Merger-related                              |                                                           |                                             | 143    |                                              |  
|                                            |                                                           |                                             |        |                                              |  
|                                            | Total
  general, administrative and other expense         |                                             |        | 19,669                                       |  
|                                            |                                                           |                                             |        |                                              |  
|                                            | Earnings
  before federal income taxes                    |                                             |        | 13,965                                       |  
|FEDERAL INCOME TAXES                        |                                                           |                                             |        |                                              |  
|                                            |                                                           |                                             |        |                                              |  
|Current                                     |                                                           |                                             | 4,183  |                                              |  
|Deferred                                    |                                                           |                                             | 173    |                                              |  
|                                            |                                                           |                                             |        |                                              |  
|                                            | Total
  federal income taxes                              |                                             |        | 4,356                                        |  
|                                            |                                                           |                                             |        |                                              |  
|                                            | NET EARNINGS                                              |                                             | $      | 9,609                                        |  
|                                            |                                                           |                                             |        |                                              |  
|                                            | EARNINGS PER SHARE                                        |                                             |        |                                              |  
|                                            | Basic                                                     |                                             | $      | 1.73                                         |  
|                                            |                                                           |                                             |        |                                              |  
|                                            | Diluted                                                   |                                             | $      | 1.69                                         |  
|                                            |                                                           |                                             |        |                                              |  
|                                            |                                                           |                                             |        |                                              |  

-4-

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Oak
Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

|                                          |                                                                                                                                                     | For the
  Nine Months Ended
  September 30, |       | For the
  Three Months Ended
  September 30, |  
|----------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------- | ----- | -------------------------------------------- | -
|                                          |                                                                                                                                                     |                                             |      
|(In thousands, except share data)         |                                                                                                                                                     | 2004                                        |       | 2003                                         |  
|                                          |                                                                                                                                                     |                                             |       |                                              |  
|                                          |                                                                                                                                                     |                                             |       |                                              |  
|Net earnings                              |                                                                                                                                                     | $                                           | 9,609 |                                              | $
|Other
  comprehensive income, net of tax: |                                                                                                                                                     |                                             |       |                                              |  
|                                          | Unrealized
  gains (losses) on securities designated as available for sale, net of taxes
  (benefits) of $88, $(174), $645 and $(268), respectively |                                             |       | 164                                          |  
|                                          | Reclassification
  adjustment for realized gains included in net earnings, net of taxes of $97,
  $87, $26 and $37, respectively                    |                                             |       | (179                                         | )
|                                          |                                                                                                                                                     |                                             |       |                                              |  
|Comprehensive
  income                    |                                                                                                                                                     | $                                           | 9,594 |                                              | $
|                                          |                                                                                                                                                     |                                             |       |                                              |  
|Accumulated
  comprehensive income        |                                                                                                                                                     | $                                           | 901   |                                              | $
|                                          |                                                                                                                                                     |                                             |       |                                              |  

-5-

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Oak Hill Financial, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                         |                                                                                                   | For the Nine
  Months Ended
  September 30,                                     |  
|-------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- | -
|                                                         |                                                                                                   |                                                                                
|(In thousands)                                           |                                                                                                   | 2004                                                                            |  
|                                                         |                                                                                                   |                                                                                 |  
|                                                         |                                                                                                   |                                                                                 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                    |                                                                                                   |                                                                                 |  
|                                                         |                                                                                                   |                                                                                 |  
|                                                         | Net earnings
  for the period                                                                     |                                                                                 | $
|                                                         | Adjustments
  to reconcile net earnings to net cash provided by (used in) operating
  activities: |                                                                                 |  
|                                                         | Depreciation
  and amortization                                                                   |                                                                                 |  
|                                                         | Gain on sale
  of securities                                                                      |                                                                                 |  
|                                                         | Amortization
  of premiums and discounts on investment securities  net                           |                                                                                 |  
|                                                         | Amortization
  of mortgage servicing rights                                                       |                                                                                 |  
|                                                         | Proceeds
  from sale of loans in secondary market                                                 |                                                                                 |  
|                                                         | Loans
  disbursed for sale in secondary market                                                    |                                                                                 |  
|                                                         | Gain on sale
  of loans                                                                           |                                                                                 |  
|                                                         | Gain on
  disposition of assets                                                                   |                                                                                 |  
|                                                         | Amortization
  of deferred loan origination costs and fees  net                                  |                                                                                 |  
|                                                         | Proceeds
  from disposal of other real estate owned                                               |                                                                                 |  
|                                                         | Loss on sale of other real estate owned                                                           |                                                                                 |  
|                                                         | Purchase of
  other real estate owned                                                             |                                                                                 |  
|                                                         | Federal Home
  Loan Bank stock dividends                                                          |                                                                                 |  
|                                                         | Provision
  for losses on loans                                                                   |                                                                                 |  
|                                                         | Tax benefit
  of stock options exercised                                                          |                                                                                 |  
|                                                         | Increase in
  bank owned life insurance                                                           |                                                                                 |  
|                                                         | Increase
  (decrease) in cash due to changes in:                                                  |                                                                                 |  
|                                                         | Prepaid
  expenses and other assets                                                               |                                                                                 |  
|                                                         | Accrued
  interest receivable                                                                     |                                                                                 |  
|                                                         | Accrued
  interest payable and other liabilities                                                  |                                                                                 |  
|                                                         | Federal
  income taxes                                                                            |                                                                                 |  
|                                                         | Current                                                                                           |                                                                                 |  
|                                                         | Deferred                                                                                          |                                                                                 |  
|                                                         |                                                                                                   |                                                                                 |  
|                                                         |                                                                                                   | Net cash
  provided by operating activities                                     |  
|CASH FLOWS
  PROVIDED BY (USED IN) INVESTING ACTIVITIES: |                                                                                                   |                                                                                 |  
|                                                         |                                                                                                   |                                                                                 |  
|                                                         | Loan
  disbursements                                                                              |                                                                                 |  
|                                                         | Principal
  repayments on loans                                                                   |                                                                                 |  
|                                                         | Principal
  repayments on mortgage-backed securities designated as available for sale             |                                                                                 |  
|                                                         | Proceeds
  from sale of investment securities designated as available for sale                    |                                                                                 |  
|                                                         | Proceeds
  from maturity of investment securities                                                 |                                                                                 |  
|                                                         | Proceeds
  from disposition of assets                                                             |                                                                                 |  
|                                                         | Purchase of
  investment securities designated as available-for-sale                              |                                                                                 |  
|                                                         | Purchase of
  investment securities designated as held-to-maturity                                |                                                                                 |  
|                                                         |                                                                                                   |                                                                                 |  
|                                                         | (Increase)
  decrease in federal funds sold  net                                                 |                                                                                 |  
|                                                         | Purchase of
  office premises and equipment                                                       |                                                                                 |  
|                                                         |                                                                                                   |                                                                                 |  
|                                                         |                                                                                                   | Net cash
  used in investing activities                                         |  
|                                                         |                                                                                                   |                                                                                 |  
|                                                         |                                                                                                   | Net cash
  used in operating and investing activities (balance carried forward) |  
|                                                         |                                                                                                   |                                                                                 |  
|                                                         |                                                                                                   |                                                                                 |  

-6-

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

|                                                          |                                                                                                   | For the Nine Months Ended
  September 30, |       
|--------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ----------------------------------------- | ------
|                                                          |                                                                                                   |                                          
|(In thousands)                                            |                                                                                                   | 2004                                      |       
|                                                          |                                                                                                   |                                           |       
|                                                          |                                                                                                   |                                           |       
|                                                          | Net cash
  used in operating and investing activities (balance brought forward)                   |                                           | $     
|CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:    |                                                                                                   |                                           |       
|                                                          |                                                                                                   |                                           |       
|                                                          | Proceeds
  (repayments) from securities sold under agreement to repurchase                        |                                           |       
|                                                          | Net increase
  in deposit accounts                                                                |                                           |       
|                                                          | Proceeds
  from Federal Home Loan Bank advances                                                   |                                           |       
|                                                          | Repayments
  of Federal Home Loan Bank advances                                                   |                                           |       
|                                                          | Proceeds
  from notes payable                                                                     |                                           |       
|                                                          | Repayments
  of notes payable                                                                     |                                           |       
|                                                          | Proceeds
  from issuance of junior subordinated debt securities                                   |                                           |       
|                                                          | Dividends on
  common shares                                                                      |                                           |       
|                                                          | Purchase of
  treasury shares                                                                     |                                           |       
|                                                          | Proceeds
  from issuance of shares under stock option plan                                        |                                           |       
|                                                          |                                                                                                   |                                           |       
|                                                          | Net cash
  provided by financing activities                                                       |                                           |       
|                                                          |                                                                                                   |                                           |       
|Net increase
  in cash and cash equivalents               |                                                                                                   |                                           | 1,186 
|Cash and
  cash equivalents at beginning of period        |                                                                                                   |                                           | 20,390
|                                                          |                                                                                                   |                                           |       
|Cash and
  cash equivalents at end of period              |                                                                                                   | $                                         | 21,576
|                                                          |                                                                                                   |                                           |       
|                                                          |                                                                                                   |                                           |       
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:         |                                                                                                   |                                           |       
|                                                          |                                                                                                   |                                           |       
|                                                          | Cash paid
  during the period for:                                                                |                                           |       
|                                                          | Federal
  income taxes                                                                            |                                           | $     
|                                                          |                                                                                                   |                                           |       
|                                                          | Interest on
  deposits and borrowings                                                             |                                           | $     
|                                                          |                                                                                                   |                                           |       
|                                                          |                                                                                                   |                                           |       
|SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES: |                                                                                                   |                                           |       
|                                                          |                                                                                                   |                                           |       
|                                                          | Unrealized
  losses on securities designated as available for sale, net of related tax
  benefits |                                           | $     
|                                                          |                                                                                                   |                                           |       
|                                                          | Recognition
  of mortgage servicing rights in accordance with SFAS No. 140                        |                                           | $     
|                                                          |                                                                                                   |                                           |       
|                                                          | Transfer
  from loans to real estate acquired through foreclosure                                 |                                           | $     
|                                                          |                                                                                                   |                                           |       
|                                                          | Loans
  identified as held-for-sale                                                               |                                           | $     
|                                                          |                                                                                                   |                                           |       
|                                                          | Issuance of
  loans upon sale of real estate acquired through foreclosure                         |                                           | $     
|                                                          |                                                                                                   |                                           |       
|                                                          |                                                                                                   |                                           |       
|SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: |                                                                                                   |                                           |       
|                                                          |                                                                                                   |                                           |       
|                                                          | Issuance of
  treasury stock in exchange for exercise of stock options                            |                                           | $     
|                                                          |                                                                                                   |                                           |       
|                                                          | Acquisition
  of treasury stock in exchange for exercise of stock options                         |                                           | $     
|                                                          |                                                                                                   |                                           |       
|                                                          |                                                                                                   |                                           |       

-7-

---



Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the nine
and three month periods ended September 30, 2004 and 2003

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), Action Finance Company (Action) and
Oak Hill Financial Insurance Agency, Inc. dba MPA Group Insurance Specialists.
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.

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. Action is a consumer finance company that originates installment and
home equity loans.  MPA is an insurance
agency specializing in group health insurance and other employee benefits.

Oak
Hills and Actions profitability are 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 and Action 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, 2003. 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 nine and
three months ended September 30, 2004 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, Action and MPA. The Company effectively
controls Oak Hill Title; therefore, their 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.

At
September 30, 2004, the Company had $239.8 million of certificates of deposit
maturing within one year. It has been the Companys historic experience that
such certificates of deposit will be renewed 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 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 up to $163.9 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 September 30, 2004, the Company had $119.5 million of outstanding
FHLB advances.

-8-

---



Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the nine
and three month periods ended September 30, 2004 and 2003

3. Liquidity and Capital Resources(continued)

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 September 30, 2004, the Company had total off-balance
sheet contractual commitments consisting of $27.9 million to originate loans,
or loans committed but not closed, $123.4 million in unused lines of credit and
letters of credit totaling $15.5 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 September 30, 2004 by expiration period:

|(In thousands)           |  | One year 
  or less |        | Two to
  three years |  | After 
  three years |        | Total | 
|------------------------ |  | ------------------- | ------ | -------------------- |  | -------------------- | ------ | ----- | 
|                         |  |                     |        |                      |  |                      |        |       | 
|                         |  |                     |        |                      |  |                      |        |       | 
|Loan
  commitments       |  | $                   | 27,898 |                      |  | $                    |       |       | 
|Unused lines
  of credit |  |                     | 56,564 |                      |  |                      | 18,475 |       | 
|Letters of
  credit      |  |                     | 908    |                      |  |                      | 4,584  |       | 
|                         |  |                     |        |                      |  |                      |        |       | 
|                         |  | $                   | 85,370 |                      |  | $                    | 23,059 |       | 
|                         |  |                     |        |                      |  |                      |        |       | 

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 nine and three-month periods ended
September 30:

|                                                       |  | For the 
  Nine Months Ended 
  September 30, |           | For the 
  Three Months Ended
  September 30, | 
|------------------------------------------------------ |  | --------------------------------------------- | --------- | --------------------------------------------- | 
|                                                       |  |                                               |          
|                                                       |  | 2004                                          |           | 2003                                          | 
|                                                       |  |                                               |           |                                               | 
|                                                       |  |                                               |           |                                               | 
|Weighted-average
  common shares outstanding (basic)   |  |                                               | 5,550,921 |                                               | 
|Dilutive
  effect of assumed exercise of stock options |  |                                               | 143,956   |                                               | 
|                                                       |  |                                               |           |                                               | 
|Weighted-average
  common shares outstanding (diluted) |  |                                               | 5,694,877 |                                               | 
|                                                       |  |                                               |           |                                               | 

-9-

---



Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the nine and
three month periods ended September 30, 2004 and 2003

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 the allowance is an accounting estimate of probable but unconfirmed
and unrecorded asset impairment that has occurred in the Companys loan
portfolio as of the date of the consolidated financial statements. 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:

| |  | Local market
  areas and national economic developments;                               
| | - | ---------------------------------------------------------------------------------------
| |   |                                                                                        
| |  | Levels of
  and trends in delinquencies and impaired loans;                            
| |   |                                                                                        
| |  | Levels of
  and trends in recoveries of prior charge-offs;                             
| |   |                                                                                        
| |  | Adverse
  situations that may affect specific borrowers ability to repay;             
| |   |                                                                                        
| |  | Effects of
  any changes in lending policies and procedures;                           
| |   |                                                                                        
| |  | Credit
  concentrations;                                                               
| |   |                                                                                        
| |  | Experience,
  ability, and depth of lending management and credit administration staff;
| |   |                                                                                        
| |  | Volume and
  terms of loans; and                                                       
| |   |                                                                                        
| |  | 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. 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).

The
Company accounts for its allowance for losses on loans in accordance with 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 become
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.

-10-

---



Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the nine
and three month periods ended September 30, 2004 and 2003

5. Critical Accounting Policies(continued)

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.

6.  Stock Incentive Plan

The
Company has a stock incentive plan that provides for grants of options of up to
1,200,000 authorized, but unissued shares of its common stock, restricted
stock, stock appreciation rights, and other equity-based compensation. The
Company accounts for its stock incentive plan in accordance with SFAS No. 123,
Accounting for Stock-Based Compensation, which contains a fair value-based
method for valuing equity-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.

-11-

---



Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the nine
and three month periods ended September 30, 2004 and 2003

6.  Stock Incentive Plan(continued)

The
Company applies APB Opinion No. 25 and related Interpretations in accounting
for its stock incentive plan. 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 nine and three months
ended September 30:

|                                  |                                        | For the 
  Nine Months Ended 
  September 30, |       | For the
  Three Months Ended 
  September 30, |  
|--------------------------------- | -------------------------------------- | --------------------------------------------- | ----- | --------------------------------------------- | -
|                                  |                                        |                                               |      
|(In thousands, except share data) |                                        | 2004                                          |       | 2003                                          |  
|                                  |                                        |                                               |       |                                               |  
|                                  |                                        |                                               |       |                                               |  
|Net
  earnings:                   |                                        |                                               |       |                                               |  
|                                  | As reported                            |                                               | $     | 9,609                                         |  
|                                  | Stock-based
  compensation, net of tax |                                               |       | (306                                          | )
|                                  |                                        |                                               |       |                                               |  
|Pro-forma
  net earnings          |                                        | $                                             | 9,303 |                                               | $
|                                  |                                        |                                               |       |                                               |  
|Basic
  earnings per share:       |                                        |                                               |       |                                               |  
|                                  | As reported                            |                                               | $     | 1.73                                          |  
|                                  | Stock-based
  compensation, net of tax |                                               |       | (.05                                          | )
|                                  |                                        |                                               |       |                                               |  
|                                  | Pro-forma                              |                                               | $     | 1.68                                          |  
|                                  |                                        |                                               |       |                                               |  
|                                  |                                        |                                               |       |                                               |  
|Diluted
  earnings per share:     |                                        |                                               |       |                                               |  
|                                  | As reported                            |                                               | $     | 1.69                                          |  
|                                  | Stock-based
  compensation, net of tax |                                               |       | (.06                                          | )
|                                  |                                        |                                               |       |                                               |  
|                                  | Pro-forma                              |                                               | $     | 1.63                                          |  
|                                  |                                        |                                               |       |                                               |  

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 2003 and 2002, dividend yield
of 2.3% for 2003 and 2002; expected volatility of 41.5% and 30.0% for 2003 and
2002, respectively; risk-free interest rates of 3.38% and 4.00% for 2003 and
2002, respectively and expected lives of 4 years and 10 years for 2003 and
2002, respectively.

A summary of the status of the Companys stock options as of September
30, 2004 and December 31, 2003 and 2002 and changes during the periods ended on
those dates is presented below:

|                                                                   |  | Nine months ended 
  September 30, |          | Year Ended 
  December 31,              |  
|------------------------------------------------------------------ |  | ---------------------------------- | -------- | --------------------------------------- | -
|                                                                   |  |                                    |          |                                         |  
|                                                                   |  | 2004                               |          | 2003                                    |  
|                                                                   |  |                                    |          |                                         |  
|                                                                   |  | Shares                             |          | Weighted-
  average
  exercise 
  price |  
|                                                                   |  |                                    |          |                                         |  
|Outstanding
  at beginning of period                               |  |                                    | 572,397  |                                         | $
|Granted                                                            |  |                                    |         |                                         |  
|Exercised                                                          |  |                                    | (106,764 | )                                       |  
|Forfeited                                                          |  |                                    | (900     | )                                       |  
|                                                                   |  |                                    |          |                                         |  
|Outstanding
  at end of period                                     |  |                                    | 464,733  |                                         | $
|                                                                   |  |                                    |          |                                         |  
|Options
  exercisable at period end                                |  |                                    | 396,966  |                                         |  
|                                                                   |  |                                    |          |                                         |  
|Weighted-average
  fair value of options granted during the period |  |                                    |          |                                         |  
|                                                                   |  |                                    |          |                                         |  

-12-

---



Oak Hill Financial, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the nine
and three month periods ended September 30, 2004 and 2003

6. Stock Incentive Plan(continued)

The
following information applies to options outstanding at September 30, 2004:

|Range of exercise prices                      |  | Number outstanding |  
|--------------------------------------------- |  | ------------------ | -
|                                              |  |                    |  
|$6.67  $10.00                                |  |                    |  
|$10.01  $15.01                               |  |                    |  
|$15.02  $22.52                               |  |                    |  
|$22.53  $30.46                               |  |                    |  
|                                              |  |                    |  
|Total                                         |  |                    |  
|                                              |  |                    |  
|                                              |  |                    |  
|Weighted-average exercise price               |  |                    | $
|Weighted-average remaining contractual
  life |  |                    |  

7. Interest Rate Swap

The
Company entered into an interest rate swap in August 2004 to convert $5.0
million of its Oak Hill Capital Trust 1 junior subordinated debentures from
fixed rate to variable rate. Under the agreement, the Company has agreed to
receive interest from the counterparty on the $5.0 million notional amount at a
floating rate of three-month LIBOR plus 5.35% and to pay interest at a fixed
rate of 10.875%. The interest rate swap met the criteria required to qualify
for the shortcut method of accounting for fair value hedges under Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities, as amended. Based on this shortcut method of
accounting, no ineffectiveness in the hedging relationship was assumed and any
fair value change in the interest rate swap was offset by a fair value change
in the junior subordinated debentures during the period.

-13-

---



Oak Hill Financial, Inc.
MANAGEMENTS DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONSFor the nine
and three month periods ended September 30, 2004 and 2003

Discussion of
Financial Condition Changes from December 31, 2003 to September 30, 2004

The
Companys total assets amounted to $1.0 billion at September 30, 2004, an
increase of $79.6 million, or 8.5%, over the total at December 31, 2003. The
increase in assets was funded primarily through an increase in deposits of $72.8
million, a $5.0 million increase in guaranteed preferred beneficial interests
in the Companys junior subordinated debentures, and a $5.0 million increase in
stockholders equity, which were partially offset by a $3.4 million decrease in
FHLB advances and a $1.6 million decrease in accrued interest payable and other
liabilities.

Cash
and due from banks, federal funds sold, and investment
securities, including mortgage-backed securities, increased by $3.9 million, or
3.9%, to a total of $104.0 million at September 30, 2004, compared to December
31, 2003. Investment securities increased by $2.7 million, as purchases of
$35.5 million exceeded maturities and repayments of $18.2 million and sales of
$14.2 million.  Federal funds sold
increased by $26,000 during the nine-month period ended September 30, 2004.

Loans
receivable, including loans held for sale, totaled $875.1 million at September
30, 2004, an increase of $64.1 million, or 7.9%, over the comparable totals at December
31, 2003.  Loan disbursements totaled
$358.0 million during the nine-month period ended September 30, 2004, which
were partially offset by loan sales of $41.1 million and principal repayments
of $249.2 million. Loan disbursements and sales volume decreased by $136.9
million and $121.8 million, respectively, as compared to the same period in
2003. 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 nine months ended September 30, 2004 was comprised of a $33.4
million, or 23.7%, increase in commercial and other loans, a $26.0 million, or
8.0%, increase in commercial and residential real estate loans and a $5.2
million, or 7.2%, increase in installment loans, which were partially offset by
a $42,000, or 2.4%, decrease in credit card loans.  The Companys allowance for loan losses totaled $11.6 million at
September 30, 2004, an increase of $796,000, or 7.4%, over the total at
December 31, 2003. The allowance for loan losses represented 1.31% and 1.32% of
the total loan portfolio at September 30, 2004 and December 31, 2003,
respectively.  Net charge-offs totaled
approximately $1.5 million and $1.3 million for the nine months ended September
30, 2004 and 2003, respectively. The Companys allowance represented 141.5% and
133.5% of nonperforming loans, which totaled $8.2 million and $8.1 million at
September 30, 2004 and December 31, 2003, respectively. At September 30, 2004,
nonperforming loans were comprised of $1.9 million in installment loans, $4.0
million of loans secured primarily by commercial real estate, $1.3 million in
commercial and other loans and $1.0 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 September 30, 2004.

Deposits
totaled $790.7 million at September 30, 2004, an increase of $72.8 million, or
10.1%, over the total at December 31, 2003. 
The increase resulted primarily from new brokered deposits, new
certificate of deposit products and managements marketing efforts to attract
demand deposits.  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
$106.3 million with a weighted-average cost of 2.64% at September 30, 2004, as
compared to the $93.6 million in brokered deposits with a 3.04%
weighted-average cost at December 31, 2003. 
Proceeds from deposit growth were used primarily to fund loan
originations.

Advances
from the Federal Home Loan Bank totaled $119.5 million at September 30, 2004, a
decrease of $3.4 million, or 2.7%, from the total at December 31, 2003.  Securities sold under agreements to
repurchase totaled $6.2 million at September 30, 2004, an increase of $1.9
million, or 42.7% from the total at December 31, 2003.

On
August 20, 2004, a Delaware statutory business trust owned by the Company, Oak
Hill Capital Trust 2 (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 1 capital. The proceeds from the issuance of the subordinated debentures
and common securities were used by the Trust to purchase from the Company $5.0
million of subordinated debentures maturing on October 18, 2034. The subordinated
debentures are the sole asset of the Trust, and the Company owns all of the
common securities of the Trust. Interest payments on the debt securities are to
be made quarterly at an annual fixed rate of interest of 6.24% through October
18, 2009 and at a floating rate of interest, reset quarterly, equal to 3-month
LIBOR plus 2.40% 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 Banks on August 24, 2004.

The
Companys stockholders equity amounted to $84.9 million at September 30, 2004,
an increase of $5.0 million, or 6.2%, from the balance at December 31, 2003.
The increase resulted primarily from net earnings of $9.6 million and proceeds
from options exercised of $1.6 million which were partially offset by the
Companys repurchase of 134,936 outstanding shares of its common stock at a
weighted-average price of $32.38 per share totaling $4.4 million and $2.5 million
in dividends declared on common stock.

-14-

---



Oak Hill Financial, Inc.
MANAGEMENTS DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONSFor the nine
and three month periods ended September 30, 2004 and 2003

Comparison of
Results of Operations for the Nine-Month Periods Ended September 30, 2004 and
2003

General

Net
earnings for the nine months ended September 30, 2004 totaled $9.6 million, a
$268,000, or 2.9%, increase over the net earnings reported in the comparable
2003 period. The increase in earnings resulted primarily from a $2.9 million
increase in net interest income, a $220,000 decrease in provision for losses on
loans, and a $174,000 decrease in provision for federal income taxes, which
were partially offset by a $1.8 million increase in general, administrative and
other expense and a $1.2 million decrease in other income.

Net
Interest Income

Total
interest income for the nine months ended September 30, 2004, amounted to $43.5
million, an increase of $2.5 million, or 6.1%, over the comparable 2003.
Interest income on loans totaled $40.8 million, an increase of $2.2 million, or
5.7%, over the 2003 period.  This
increase resulted primarily from a $113.1
million, or 15.3%, increase in the weighted-average (average) portfolio
balance to a total of $851.5 million for the nine months ended September 30,
2004, which was partially offset by a 59 basis point decrease in the average
fully-taxable equivalent yield, to 6.42% for the nine month period ended
September 30, 2004.  Interest income on
investment securities and other interest-earning assets increased by $317,000,
or 13.4%. The increase resulted primarily from a $3.7 million, or 4.2%,
increase in the average portfolio balance, to a total of $91.3 million for the
nine months ended September 30, 2004, coupled with a 29 basis point increase in
the average fully-taxable equivalent yield, to 4.37% for the nine months ended
September 30, 2004.

Total
interest expense amounted to $15.1 million for the nine months ended September
30, 2004, a decrease of $358,000, or 2.3%,
from the comparable 2003 period. Interest expense on deposits decreased
by $320,000, or 2.7%, to a total of $11.5 million for the nine months ended
September 30, 2004. The decrease resulted primarily from a 36 basis point
decrease in the average cost of deposits, to 2.01% for the nine months ended
September 30, 2004, which was partially offset by a $100.2 million, or 15.0%,
increase in the average portfolio balance, to a total of $767.4 million for the
nine months ended September 30, 2004. Interest expense on borrowings decreased
by $38,000, or 1.1%, for the nine months ended September 30, 2004. The decrease
was due to a 33 basis point decrease in the average cost of borrowings, to
4.06%, which was partially offset by a $7.7 million, or 7.0%, increase in the
average borrowings outstanding for the nine months ended September 30, 2004. The decrease in the level of yields on
interest-earning assets and the cost of interest-bearing liabilities was
primarily due to the continued lower interest rate environment for the nine
month periods ended September 30, 2004 and 2003, respectively.

As
a result of the foregoing changes in interest income and interest expense, net
interest income increased by $2.9 million, or 11.2%, for the nine months ended
September 30, 2004, as compared to the same period in 2003. The interest rate
spread decreased by 9 basis points, to 3.95% for the nine months ended
September 30, 2004, compared to 4.04% for the nine months ended September 30,
2003. The fully-taxable equivalent net interest margin decreased by 11 basis
points, from 4.20% to 4.09% for the nine months ended September 30, 2003 and
2004, 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, trends in the level of delinquent and problem loans,
the volume and type of lending conducted by the Company, the status of past due
principal and interest payments including any adverse situations that may
affect the borrowers ability to repay and general economic conditions,
particularly as such conditions relate to the Companys market area. As a
result of such analysis, management recorded a $2.3 million provision for
losses on loans for the nine
months ended September 30, 2004, a decrease of $221,000, or 8.8%, compared
to the same period in 2003. The provision for losses on loans for the nine
months ended September 30, 2004 was predicated primarily upon the $64.7 million
of growth in the gross loan portfolio, the $1.5 million of net loans
charged-off during the current nine month period, and the increase in
nonperforming loans from $8.1 million at December 31, 2003 to $8.2 million at
September 30, 2004.

Although
management believes that it uses the best information available in providing
for possible loan losses and believes that the allowance is adequate at
September 30, 2004, 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.

-15-

---



Oak Hill Financial, Inc.
MANAGEMENTS DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONSFor the nine
and three month periods ended September 30, 2004 and 2003

Other Income

Other
income totaled $7.5 million for the nine months ended September 30, 2004, a
decrease of $1.2 million, or 14.0%, from the amount reported in the comparable
2003 period. This decrease resulted primarily from a $2.3 million, or 63.3%,
decrease in gain on sale of loans, which was partially offset by a $976,000, or
36.2%, increase in service fees and charges, a $113,000, or 5.3%, increase in
insurance commissions, and a $20,000, or 7.8%, increase in gain on sale of
investment securities. During 2003, management recognized given a slightly
rising interest rate environment that gains on sale of loans would decline from
amounts recorded over the last two years. 
As a result, management developed alternative sources of revenue such as
a new overdraft protection program. The increase in service fees, charges and
other income was due primarily to an increase in overdraft fees totaling
$426,000, or 23.6%, for the nine months ended September 30, 2004, which were a
result from the aforementioned overdraft protection program implemented in late
March 2003.  The increase in insurance
commissions was due primarily to increased premiums realized on sales of group
health insurance.  The decrease in gain
on sale of loans is attributable to the previously mentioned decrease in
residential loan originations for sale in the secondary market.

General,
Administrative and Other Expense

General,
administrative and other expense totaled $19.7 million for the nine months
ended September 30, 2004, an increase of $1.8 million, or 9.8%, over the amount
reported in the 2003 period. The increase resulted primarily from a $672,000
increase in franchise tax expense, a $694,000, or 14.4%, increase in other
operating expenses, a $285,000, or 13.2%, increase in occupancy and equipment,
and $143,000 in merger expenses related primarily to the merger between Oak
Hill and the Ripley National Bank (the Ripley merger), which were partially
offset by a $28,000, or 0.3%, decrease in employee compensation expense.

The
increase in occupancy and equipment expense was due primarily to an $89,000, or
16.2%, increase in rent expense, a $60,000, or 8.4%, increase in depreciation
expense, an $82,000, or 14.5%, increase in maintenance, and a $29,000, or
12.8%, increase in insurance and utilities. 
The increase in other expenses resulted primarily from a $118,000, or
26.7%, increase in professional fees, a $70,000, or 31.1%, increase in ATM
expenses relating to upgrades of ATM equipment, a $54,000, or  27.8%, increase in credit card related
expense, an $81,000 increase in shareholders expense, a $100,000, or 22.4%,
increase in credit and collection expense, a $78,000, or 66.6%, increase in
expenses associated with the previously mentioned overdraft protection program,
coupled with incremental increases in other operating expenses
year-to-year.  The increase in franchise
taxes is due to a tax savings for 2003 resulting from the Oak Hill-Towne Bank
merger.  The decrease in employee
compensation expense is primarily attributable to a decrease in incentive
accruals year-to-year.

Federal Income Taxes

The
provision for federal income taxes amounted to $4.4 million for the nine months
ended September 30, 2004, a decrease of $174,000, or 3.8%, from the comparable
2003 period. The decrease resulted primarily from a $250,000 New Markets Tax
Credit resulting from Oak Hills $5.0 million qualifying equity investment in
its wholly-owned subsidiary Oak Hill Banks Community Development Corp., which
was partially offset by a $93,000, or 0.7%, increase in earnings before taxes.
The effective tax rates were 31.2% and 32.7% for the nine months ended
September 30, 2004 and 2003, respectively.

Comparison of
Results of Operations for the Three-Month Periods Ended September 30, 2004 and
2003

General

Net
earnings for the three months ended September 30, 2004 totaled $3.2 million, a
$40,000, or 1.2%, decrease from the net earnings reported in the comparable
2003 period. The decrease in earnings resulted primarily from an $888,000
decrease in other income, a $799,000 increase in general, administrative and
other expense, and a $36,000 increase in provision for losses on loans, which
were partially offset by a $1.2 million increase in net interest income and a
$452,000 decrease in provision for federal income taxes.

Net
Interest Income

Total
interest income for the three months ended September 30, 2004, amounted to
$14.9 million, an increase of $1.5 million, or 10.8%, from the comparable 2003
period. Interest income on loans totaled $14.0 million, an increase of $1.1 million,
or 8.8%, over the 2003 period. This increase resulted primarily from a $109.5 million, or 14.4% increase in the
weighted-average (average) portfolio balance, to a total of $872.2 million
for the three months ended September 30, 2004, which was partially offset by a
29 basis point decrease in the average fully-taxable equivalent yield, to 6.41%
for the three month period ended September 30, 2004.  Interest income on investment securities and other
interest-earning assets increased by $329,000, or 52.3%. This increase resulted
primarily from an $8.9 million, or 10.6%, increase in the average portfolio
balance, to a total of $92.5 million for the three months ended September 30, 2004, coupled with a 113 basis point increase
in the average fully-taxable equivalent yield, to 4.58% for the three months
ended September 30, 2004.

-16-

---



Oak Hill Financial, Inc.
MANAGEMENTS DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONSFor the nine
and three month periods ended September 30, 2004 and 2003

Total
interest expense amounted to $5.2 million for the three months ended September
30, 2004, an increase of $227,000, or 4.5%,
over the comparable 2003 period. Interest expense on deposits increased
by $198,000, or 5.2%, to a total of $4.0 million for the three months ended
September 30, 2004. The increase resulted primarily from a $107.9 million, or
15.9%, increase in the average portfolio balance, to a total of $785.9 million
for the three months ended September 30, 2004, which was partially offset by a
20 basis point decrease in the average cost of deposits, to 2.02% for the three
months ended September 30, 2004.  Interest expense on borrowings increased by $29,000, or 2.4%, for the
three months ended September 30, 2004. The increase was due to an $8.7 million,
or 7.5%, increase in the average borrowings outstanding for the three months
ended September 30, 2004, which was partially offset by an 18 basis point
decrease in the average cost of borrowings, to 3.94%. The decrease in the level of yields on interest-earning assets and the
cost of interest-bearing liabilities was primarily due to the continued lower
interest rate environment for the three month periods ended September 30, 2004
and 2003, respectively.

As
a result of the foregoing changes in interest income and interest expense, net
interest income increased by $1.2 million, or 14.5%, for the three months ended
September 30, 2004, as compared to the same period in 2003. The interest rate
spread increased by 7 basis points, to 3.95% for the three months ended
September 30, 2004, compared to 3.88% for the three months ended September 30,
2003. The fully-taxable equivalent net interest margin increased by 5 basis
points, from 4.03% to 4.08% for the three months ended September 30, 2003 and
2004, 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, trends in the level of delinquent and problem loans,
the volume and type of lending conducted by the Company, the status of past due
principal and interest payments including any adverse situations that may
affect the borrowers ability to repay and general economic conditions,
particularly as such conditions relate to the Companys market area. As a
result of such analysis, management recorded a $1.0 million provision for
losses on loans for the three
months ended September 30, 2004, an increase of $35,000, or 3.7%, compared
to same period in 2003. The provision for losses on loans for the three months
ended September 30, 2004 was predicated primarily upon the $29.5 million of
growth in the gross loan portfolio, the increase in nonperforming loans from
$6.5 million at June 30, 2004 to $8.2 million at September 30, 2004 and the
$644,000 of net loans charged-off during the current quarter.

Other Income

Other
income totaled $2.4 million for the three months ended September 30, 2004, a
decrease of $888,000, or 26.9%, from the amount reported in the comparable 2003
period. This decrease resulted primarily from a $1.0 million decrease in gain
on sale of loans, a $36,000, or 32.1%, decrease in gain on investment
securities transactions, and a $6,000, or 0.8%, decrease in insurance
commissions, which were partially offset by a $172,000, or 17.2%, increase in
service fees, charges and other income. 
The decrease in gain on sale of loans is attributable to the previously
mentioned decrease in residential loan originations for sale in the secondary
market.  The increase in service fees,
charges and other income was due primarily to a $53,000, or 7.1%, increase in
overdraft fees, a $380,000 decrease in amortization and impairment of mortgage
servicing rights, which the Company accounts for as a reduction in other
income, coupled with incremental increases in other income accounts
year-to-year.

General,
Administrative and Other Expense

General,
administrative and other expense totaled $6.7 million for the three months
ended September 30, 2004, an increase of $799,000, or 13.4%, over the amount
reported in the 2003 period. The increase resulted primarily from a $224,000
increase in franchise taxes, a $67,000, or 1.9%, increase in employee
compensation and benefits, a $124,000, or 17.7%, increase in occupancy and
equipment, a $239,000, or 14.9%, increase in other expenses, and $143,000 in
merger expenses related to the previously mentioned Ripley merger.

The
increase in employee compensation and benefits resulted primarily from
increased staffing levels required in connection with the establishment of new
branch locations. The increase in occupancy and equipment expense was due
primarily to a $40,000, or 21.6%, increase in rent expense, a $54,000, or
31.2%, increase in maintenance contracts, and an $18,000, or 7.2%, increase in
depreciation expense. The increase in other expenses resulted primarily from a
$73,000, or 54.0%, increase in credit and collection costs, a $30,000, or
23.8%, increase in professional fees, a $4,000 increase in costs associated
with new fee generating services, a $29,000, or 37.1%, increase in ATM
expenses, a $15,000, or 21.5%, increase in credit card related expense, and
incremental increases in other operating expenses year-to-year.  The decrease in franchise taxes was
attributable to a tax savings for 2003 resulting from the previously mentioned
Oak Hill-Towne Bank merger.

-17-

---



Oak Hill Financial, Inc.
MANAGEMENTS DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONSFor the nine
and three month periods ended September 30, 2004 and 2003

Federal Income Taxes

The
provision for federal income taxes amounted to $1.2 million for the three
months ended September 30, 2004, a decrease of $452,000, or 28.1%, from the
amount recorded in the comparable 2003 period. The decrease resulted primarily
from the previously mentioned $250,000 New Markets Tax Credit, coupled with a
$492,000, or 10.1%, decrease in earnings before taxes. The effective tax rates
were 26.5% and 33.1% for the three months ended September 30, 2004 and 2003,
respectively.

Subsequent Event

On
October 9, 2004, the Company completed the acquisition of The Ripley National
Bank (Ripley). Under terms of the agreement, the Company paid $5.5 million in
cash for 100% of the common and preferred stock of Ripley subject to an
$885,000 litigation reserve which was settled on October 22, 2004 for $350,000.
The transaction was accounted for using the purchase method of accounting.
Accordingly, the assets and liabilities of Ripley were recorded on the balance
sheet at their respective fair values as of the closing date. The fair values
are preliminary and are subject to refinement as information becomes available.

|Item3:  | 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, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Item 4: | Controls and Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | The
  Companys principal executive officer and principal financial officer, based
  on their evaluation as of the end  of
  the period covered by this report, have concluded that the Companys
  disclosure controls and procedures (as defined in Rules 13a-14(c) and
  15d-14(c) under the Securities Exchange Act of 1934) are effective to ensure
  that information required to be disclosed by the Company in reports that it
  files or submits under the Securities Exchange Act of 1934 is recorded,
  processed, summarized and reported within the time periods specified in
  Securities and Exchange Commission rules and forms.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | There were
  no significant changes in the Companys internal controls or in other factors
  that could significantly affect these controls subsequent to the date of
  their evaluation. There were no significant deficiencies or material
  weaknesses, and therefore there were no corrective actions taken.                                                                                                                                                                                                                                                                                                                                

-18-

---



Oak Hill Financial, Inc.
PART II  OTHER INFORMATION

|Item1:  | Legal Proceedings                        
|------- | -----------------------------------------
|        |                                          
|        | Not
  applicable.                        
|        |                                          
|Item 2: | Changes in Securities and Use of Proceeds

|                                           |  | Total
  Number of
  Shares Purchased |   | Average
  Price
  Paid Per Share |  | Total
  Number of
  Shares Purchased
  As Part of Publicly
  Announce Plans
  or Programs |   | Maximum
  Number
  of Shares that May
  Yet Be Purchased
  Under the Plans
  or Programs(1) | 
|------------------------------------------ |  | ------------------------------------ | - | -------------------------------- |  | ----------------------------------------------------------------------------------------- | - | ------------------------------------------------------------------------------------------- | 
|                                           |  |                                      |   |                                  |  |                                                                                           |   |                                                                                             | 
|July 1, 2004
  
  July 31, 2004           |  |                                      |  |                                  |  |                                                                                           | $ |                                                                                            | 
|                                           |  |                                      |   |                                  |  |                                                                                           |   |                                                                                             | 
|August 1,
  2004 
  August 31, 2004       |  |                                      |  |                                  |  |                                                                                           | $ |                                                                                            | 
|                                           |  |                                      |   |                                  |  |                                                                                           |   |                                                                                             | 
|September 1,
  2004 
  September 30, 2004 |  |                                      |  |                                  |  |                                                                                           | $ |                                                                                            | 
|                                           |  |                                      |   |                                  |  |                                                                                           |   |                                                                                             | 
|Total                                      |  |                                      |  |                                  |  |                                                                                           | $ |                                                                                            | 
|                                           |  |                                      |   |                                  |  |                                                                                           |   |                                                                                             | 

|(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
  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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | Not
  applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Item 5: | Other Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | On October
  1, 2004, a Delaware statutory business trust owned by the Company, Oak Hill
  Capital Trust 3 (Trust 3), issued $8.0 million of mandatorily redeemable
  debt securities. The debt securities issued by Trust 3 will be included in
  the Companys regulatory capital, specifically as a component of Tier I
  capital. The proceeds from the issuance of the subordinated debentures and
  common securities were used by Trust 3 to purchase from the Company $8.0
  million of subordinated debentures maturing on October 18, 2034. The
  subordinated debentures are the sole asset of Trust 3, and the Company owns all
  of the common securities of Trust 3. Interest payments on the debt securities
  are to be made quarterly at a floating rate of interest, reset quarterly,
  equal to 3-month LIBOR plus 2.30%. The initial rate of interest is 4.31%.
  Interest payments will be reported as a component of interest expense on
  borrowings. As part of the closing, the trustee pre-paid $69,000, or 4 1⁄2
  months of interest based on the 4.31% initial rate of interest for the
  Company. The amortization of the pre-paid interest will be accounted for as a
  reduction in interest expense. The net proceeds received by the Company will
  be used for general corporate purposes and merger and acquisition activities,
  including the recently announced Lawrence Financial Holdings, Inc. pending
  merger.

-19-

---



Oak Hill Financial, Inc.
PART II  OTHER INFORMATION

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

| | Exhibit Number                                                                                                   |                                                                                                              |   | Description                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                  |                                                                                                              |   |                                                                                                                                                                                                                                                                
| |                                                                                                                  |                                                                                                              |   |                                                                                                                                                                                                                                                                
| | 31.1                                                                                                             |                                                                                                              |   |                                                                                                                                                                                                                                                                
| |                                                                                                                  |                                                                                                              |   |                                                                                                                                                                                                                                                                
| | 31.2                                                                                                             |                                                                                                              |   |                                                                                                                                                                                                                                                                
| |                                                                                                                  |                                                                                                              |   |                                                                                                                                                                                                                                                                
| | 32.1                                                                                                             |                                                                                                              |   |                                                                                                                                                                                                                                                                
| |                                                                                                                  |                                                                                                              |   |                                                                                                                                                                                                                                                                
| | 32.2                                                                                                             |                                                                                                              |   |                                                                                                                                                                                                                                                                
| |                                                                                                                  |                                                                                                              |   |                                                                                                                                                                                                                                                                
| | The Company
  has filed the following current reports on Form 8-K with the Securities and
  Exchange Commission:
| |                                                                                                                 
| |                                                                                                                  | Form 8-K,
  dated July 20, 2004, filed with the Securities and Exchange Commission on
  July 21, 2004       
| |                                                                                                                  |                                                                                                             
| |                                                                                                                  |                                                                                                              |  | Press
  Release of Oak Hill Financial, Inc., dated July 20, 2004, announcing the
  Companys signing of a definitive agreement to purchase The Ripley National
  Bank.                                                                                         
| |                                                                                                                  |                                                                                                              |   |                                                                                                                                                                                                                                                                
| |                                                                                                                  | Form 8-K,
  dated October 9, 2004, filed with the Securities and Exchange Commission on
  October 14, 2004  
| |                                                                                                                  |                                                                                                             
| |                                                                                                                  |                                                                                                              |  | Press
  Release of Oak Hill Financial, Inc., dated October 12, 2004, announcing the
  Companys signing of a definitive agreement to purchase Lawrence Financial
  Holdings, Inc. and the completion of The Ripley National Bank purchase on
  October 9, 2004.
| |                                                                                                                  |                                                                                                              |   |                                                                                                                                                                                                                                                                
| |                                                                                                                  | Form 8-K,
  dated October 15, 2004, filed with the Securities and Exchange Commission on
  October 18, 2004.
| |                                                                                                                  |                                                                                                             
| |                                                                                                                  |                                                                                                              |  | Press
  Release of Oak Hill Financial, Inc., dated October 14, 2004, announcing the
  Companys earnings for the nine and three months (third quarter) ended
  September 30, 2004.                                                                           

-20-

---



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:
  October 28, 2004 | By:  /s/ R. E. Coffman, Jr.
|                         |                            
|                         |                            
|                         |                            
|                         |                            
|                         |                            
|Date:
  October 28, 2004 | By:  /s/ Ron J. Copher     
|                         |                            
|                         |                            
|                         |                            

-21-

---