As filed with the Securities and Exchange Commission on June 25, 2004

                                                           Registration No. 333-


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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                  Ohio                                           31-1010517
    (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                            Identification No.)
                              14621 State Route 93
                               Jackson, Ohio 45640
    (Address of Registrant's principal executive offices including zip code)


                            OAK HILL FINANCIAL, INC.
                            2004 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

              Ron J. Copher, Chief Financial Officer and Treasurer
                            Oak Hill Financial, Inc.
                              14621 State Route 93
                               Jackson, Ohio 45640
                                 (740) 286-3283
            (Name, address and telephone number of agent for service)

                          Copies of Correspondence to:
                            H. Grant Stephenson, Esq.
                       Porter, Wright, Morris & Arthur LLP
                              41 South High Street
                              Columbus, Ohio 43215

                         Calculation of Registration Fee
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------
                                      Proposed Maximum  Proposed Maximum     Amount of
Title of Securities    Amount to be   Offering Price    Aggregate Offering   Registration
to be Registered       Registered     Per Share*        Price*               Fee*
-----------------------------------------------------------------------------------------
<S>                    <C>            <C>               <C>                  <C>
Common Stock
 without par value     1,200,000      $31.30            $37,560,000          $4,758.86
-----------------------------------------------------------------------------------------
</TABLE>



*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based upon the average of the high and low prices of the
Registrant's Common Stock as reported on the Nasdaq National Market on June 21,
2004.

This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Oak Hill Financial, Inc. Common Stock without par value as
may be issuable pursuant to future stock dividends, stock splits or similar
transactions.



<PAGE>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information concerning the Oak Hill
Financial, Inc. 2004 Stock Incentive Plan, specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1). Such documents are not filed
as part of this Registration Statement in accordance with the Note to Part I of
the Form S-8 Registration Statement.

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

     The Registrant incorporates by reference into this Registration Statement
the following documents that have been previously filed with the Securities and
Exchange Commission:

     1.   The Registrant's Annual Report on Form 10-K for the year ended
          December 31, 2003, filed with the Securities and Exchange Commission
          on March 11, 2004;

     2.   The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2004, filed with the Securities and Exchange Commission on
          April 29, 2004;

     3.   The Registrant's Current Reports on Form 8-K, dated and filed with the
          Securities and Exchange Commission on January 9, 2004, February 27,
          2004, and April 9, 2004;

     4.   The Registrant's Definitive Proxy Statement for its Annual Meeting of
          Stockholder held on April 13, 2004, filed with the Securities and
          Exchange Commission on March 11, 2004; and

     5.   The description of the Registrant's common stock without par value,
          which is contained in the Registrant's Form 8-A (Registration No.
          0-26876) filed with the Securities and Exchange Commission pursuant to
          Section 12 of the Securities Exchange Act of 1934, as amended, as
          updated in any amendment or report filed for the purpose of updating
          such description.

     All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, after the date of this
Registration Statement and prior to the filing of post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

     Article VI of the Registrant's Restated Code of Regulations concerns
indemnification and insurance of the Registrant's directors and officers and
provides as follows:




                                      II-1
<PAGE>



     Section 6.01. General Indemnification. The Corporation (1) shall indemnify
                   -----------------------
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a Director of
the Corporation, or while a Director of the Corporation is or was serving at the
request of the Corporation as a director, trustee, fiduciary, officer, employee,
partner, joint venturer or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, employee benefit
plan or other enterprise, and (2) may indemnify or agree to indemnify any person
who is or was a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was an Officer, employee or
agent of the Corporation, or while an Officer, employee or agent of the
Corporation is or was serving at the request of the Corporation as a director,
trustee, fiduciary, officer, employee, partner, joint venturer or agent of
another corporation, domestic or foreign, nonprofit or for profit, partnership,
joint venture, trust, employee benefit plan or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

     Section 6.02. Suits By The Corporation. The Corporation may indemnify or
                   ------------------------
agree to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a Director, Officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee, fiduciary, officer, employee, partner, joint venturer, or
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation. No such indemnification shall
be made in respect of (1) any claim, issue or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the court of common
pleas or the court in which such action or suit was brought determines upon
application that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court
shall deem proper; or (2) any action or suit in which the only liability
asserted against a Director is pursuant to Section 1701.95 of the Ohio Revised
Code.

     Section 6.03. Indemnification for Expenses. To the extent that a director,
                   ----------------------------
trustee, fiduciary, officer, employee, partner, joint venturer or agent has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 6.01 and 6.02, including any action or suit
brought against a Director pursuant to Section 1701.95 of the Ohio Revised Code,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection with the action, suit or proceeding.

     Section 6.04. Determination Required. Any indemnification under Sections
                   ----------------------
6.01 and 6.02 (unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that the indemnification
of the director, trustee, fiduciary, officer, employee, partner, joint venturer
or agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in Sections 6.01 and 6.02. Such determination
shall be made (1) by the Board of Directors by a majority vote of a quorum
consisting of Directors who were not and are not parties to, or threatened with,
such action, suit or proceeding; (2) if such a quorum is not obtainable or if a
majority of a quorum of disinterested Directors so directs, in a written opinion
by independent legal counsel other than an attorney, or a firm having associated
with it an attorney, who has been retained by or who has performed services for
the Corporation or any person to be indemnified within the past five years; (3)
by the Shareholders; or (4) by the court of common pleas or the court in which
the action, suit or proceeding was brought. Any determination made by the
disinterested Directors or by independent legal counsel under this Section 6.04


                                      II-2

<PAGE>

shall be promptly communicated to the person who threatened or brought the
action or suit by or in the right of the Corporation under Section 6.02, and
such person shall have the right, within ten days after receipt of such
notification, to petition the court of common pleas or the court in which action
or suit was brought to review the reasonableness of such determination.

     Section 6.05.  Advances for Expenses.
                    ---------------------

     (A) Expenses (including attorney's fees) incurred by a Director in
defending any civil or criminal action, suit or proceeding referred to in
Sections 6.01 and 6.02 of this Article VI, except where the only liability
asserted against a Director is pursuant to Section 1701.95 of the Ohio Revised
Code, shall be paid by the Corporation as they are incurred, in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the Director in which he agrees to (1) repay such
amount if it is proved by clear and convincing evidence in a court of competent
jurisdiction that his action or failure to act involved an act or omission
undertaken with deliberate intent to cause injury to the Corporation or
undertaken with reckless disregard for the best interests of the Corporation;
and (2) reasonably cooperate with the Corporation concerning the action, suit,
or proceeding.

     (B) Expenses (including attorney's fees) incurred by a director, trustee,
fiduciary, officer, employee, partner, joint venturer or agent in defending any
action, suit, or proceeding referred to in Sections 6.01 and 6.02 of this
Article VI, including any action or suit brought against a Director pursuant to
Section 1701.95 of the Revised Code, may be paid by the Corporation as they are
incurred in advance of the final disposition of the action, suit or proceeding
as authorized by the Directors in the specific case upon receipt of an
undertaking by or on behalf of the director, trustee, fiduciary, officer,
employee, partner, joint venturer or agent to repay such amount, if it is
ultimately determined that he is not entitled to be indemnified by the
Corporation.

     Section 6.06. Article VI Not Exclusive. The indemnification authorized by
                   ------------------------
this Article VI shall not be deemed exclusive of, and shall be in addition to,
any other rights granted to those seeking indemnification under the Articles,
common law, the General Corporation Law of the State of Ohio, the Regulations or
any agreement, vote of Shareholders or disinterested Directors, or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, trustee, fiduciary, officer, employee, partner, joint venturer or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.

     Section 6.07. Insurance. The Corporation may purchase and maintain
                   ---------
insurance or furnish similar protection, including but not limited to trust
funds, letters of credit or self-insurance, on behalf of or for any person who
is or was a Director, Officer, employee, or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, trustee, fiduciary,
officer, employee, partner, joint venturer or agent of another corporation,
domestic or foreign, nonprofit or for profit, partnership, joint venture, trust,
employee benefit plan or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of this Article VI. Insurance
may be purchased from or maintained with a person in which the Corporation has a
financial interest.

     Section 6.08. Sections 6.01 and 6.02 Not Exclusive. The authority of the
                   ------------------------------------
Corporation to indemnify persons pursuant to Sections 6.01 and 6.02 of this
Article VI does not limit the payment of expenses as they are incurred,
indemnification, insurance or other protection that may be provided pursuant to
any other Section of this Article VI. Sections 6.01 and 6.02 of this Article VI
do not create any obligation to repay or return payments made by the Corporation
under any other Section of this Article VI.

     Section 6.09. Definition of "the Corporation". As used in this Article VI,
                   ------------------------------
references to "the Corporation" include all constituent corporations in a
consolidation or merger and the new or surviving corporation, so that any person
who is or was a director, officer, employee, or agent of such a constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, trustee, fiduciary, officer, employee, partner, joint venturer or
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, employee benefit plan or other enterprise,
shall stand in the same position under the provisions of this Article VI with
respect to the new or surviving corporation as he would if he had served the new
or surviving corporation in the same capacity.



                                      II-3

<PAGE>

     Indemnification also may be made available by Registrant to its directors,
officers, employees and agents, and may be available as a matter of right, under
Section 1701.13(E) of the Ohio Revised Code. Section 1701.13(E) of the Ohio
Revised Code provides as follows:

          (E)(1) A corporation may indemnify or agree to indemnify any person
     who was or is a party, or is threatened to be made a party, to any
     threatened, pending, or completed action, suit, or proceeding, whether
     civil, criminal, administrative, or investigative, other than an action by
     or in the right of the corporation, by reason of the fact that he is or was
     a director, officer, employee, or agent of the corporation, or is or was
     serving at the request of the corporation as a director, trustee, officer,
     employee, member, manager, or agent of another corporation, domestic or
     foreign, nonprofit or for profit, a limited liability company, or a
     partnership, joint venture, trust, or other enterprise, against expenses
     including attorney's fees, judgments, fines and amounts paid in settlement
     actually and reasonably incurred by him in connection with such action,
     suit, or proceeding, if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or proceeding, if he
     had no reasonable cause to believe his conduct was unlawful. The
     termination of any action, suit, or proceeding by judgment, order,
     settlement, or conviction, or upon a plea of nolo contendere or its
     equivalent, shall not, of itself, create a presumption that the person did
     not act in good faith and in a manner he reasonably believed to be in or
     not opposed to the best interests of the corporation and, with respect to
     any criminal action or proceeding, he had reasonable cause to believe that
     his conduct was unlawful.

          (2) A corporation may indemnify or agree to indemnify any person who
     was or is a party, or is threatened to be made a party, to any threatened,
     pending, or completed action or suit by or in the right of the corporation
     to procure a judgment in its favor, by reason of the fact that he is or was
     a director, officer, employee, or agent of the corporation or is or was
     serving at the request of the corporation as a director, trustee, officer,
     employee, member, manager, or agent of another corporation, domestic or
     foreign, nonprofit or for profit, a limited liability company, or a
     partnership, joint venture, trust, or other enterprise, against expenses,
     including attorney's fees, actually and reasonably incurred by him in
     connection with the defense or settlement of such action or suit, if he
     acted in good faith and in a manner he reasonably believed to be in or not
     opposed to the best interests of the corporation, except that no
     indemnification shall be made in respect of any of the following:

          (a) Any claim, issue, or matter as to which such person is adjudged to
     be liable for negligence or misconduct in the performance of his duty to
     the corporation unless, and only to the extent that, the court of common
     pleas or the court in which such action or suit was brought determines,
     upon application, that, despite the adjudication of liability, but in view
     of all the circumstances of the case, such person is fairly and reasonably
     entitled to indemnity for such expenses as the court of common pleas or
     such other court shall deem proper;

          (b) Any action or suit in which the only liability asserted against a
     director is pursuant to section 1701.95 of the Revised Code.

          (3) To the extent that a director, trustee, officer, employee, member,
     manager, or agent has been successful on the merits or otherwise in defense
     of any action, suit, or proceeding referred to in division (E)(1) or (2) of
     this section, or in defense of any claim, issue, or matter therein, he
     shall be indemnified against expenses, including attorney's fees, actually
     and reasonably incurred by him in connection with the action, suit, or
     proceeding.

          (4) Any indemnification under division (E)(1) or (2) of this section,
     unless ordered by a court, shall be made by the corporation only as
     authorized in the specific case, upon a determination that indemnification
     of the director, trustee, officer, employee, member, manager, or agent is
     proper in the circumstances because he has met the applicable standard of
     conduct set forth in division (E)(l) or (2) of this section. Such
     determination shall be made as follows:

          (a) By a majority vote of a quorum consisting of directors of the
     indemnifying corporation who were not and are not parties to or threatened
     with the action, suit, or proceeding referred to in division (E)(1) or (2)
     of this section;

          (b) If the quorum described in division (E)(4)(a) of this section is
     not obtainable or if a majority vote of a quorum of disinterested directors
     so directs, in a written opinion by independent legal counsel


                                      II-4

<PAGE>

     other than an attorney, or a firm having associated with it an attorney,
     who has been retained by or who has performed services for the corporation
     or any person to be indemnified within the past five years;

          (c) By the shareholders;

          (d) By the court of common pleas or the court in which the action,
     suit, or proceeding referred to in division (E)(1) or (2) of this section
     was brought.

          Any determination made by the disinterested directors under division
     (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
     section shall be promptly communicated to the person who threatened or
     brought the action or suit by or in the right of the corporation under
     division (E)(2) of this section, and, within ten days after receipt of such
     notification, such person shall have the right to petition the court of
     common pleas or the court in which such action or suit was brought to
     review the reasonableness of such determination.

          (5)(a) Unless at the time of a director's act or omission that is the
     subject of an action, suit, or proceeding referred to in division (E)(1) or
     (2) of this section, the articles or the regulations of a corporation
     state, by specific reference to this division, that the provisions of this
     division do not apply to the corporation and unless the only liability
     asserted against a director in an action, suit, or proceeding referred to
     in division (E)(1) or (2) of this section is pursuant to section 1701.95 of
     the Revised Code, expenses, including attorney's fees, incurred by a
     director in defending the action, suit, or proceeding shall be paid by the
     corporation as they are incurred, in advance of the final disposition of
     the action, suit, or proceeding, upon receipt of an undertaking by or on
     behalf of the director in which he agrees to do both of the following:

          (i) Repay such amount if it is proved by clear and convincing evidence
     in a court of competent jurisdiction that his action or failure to act
     involved an act or omission undertaken with deliberate intent to cause
     injury to the corporation or undertaken with reckless disregard for the
     best interests of the corporation;

          (ii) Reasonably cooperate with the corporation concerning the action,
     suit, or proceeding.

          (b) Expenses, including attorney's fees, incurred by a director,
     trustee, officer, employee, member, manager, or agent in defending any
     action, suit, or proceeding referred to in division (E)(1) or (2) of this
     section, may be paid by the corporation as they are incurred, in advance of
     the final disposition of the action, suit, or proceeding, as authorized by
     the directors in the specific case, upon receipt of an undertaking by or on
     behalf of the director, trustee, officer, employee, member, manager, or
     agent to repay such amount, if it ultimately is determined that he is not
     entitled to be indemnified by the corporation.

          (6) The indemnification authorized by this section shall not be
     exclusive of, and shall be in addition to, any other rights granted to
     those seeking indemnification under the articles, the regulations, any
     agreement, a vote of shareholders or disinterested directors, or otherwise,
     both as to action in their official capacities and as to action in another
     capacity while holding their offices or positions, and shall continue as to
     a person who has ceased to be a director, trustee, officer, employee,
     member, manager, or agent and shall inure to the benefit of the heirs,
     executors, and administrators of such a person.

          (7) A corporation may purchase and maintain insurance or furnish
     similar protection, including, but not limited to, trust funds, letters of
     credit, or self-insurance, on behalf of or for any person who is or was a
     director, officer, employee, or agent of the corporation, or is or was
     serving at the request of the corporation as a director, trustee, officer,
     employee, member, manager, or agent of another corporation, domestic or
     foreign, nonprofit or for profit, a limited liability company, or a
     partnership, joint venture, trust, or other enterprise, against any
     liability asserted against him and incurred by him in any such capacity, or
     arising out of his status as such, whether or not the corporation would
     have the power to indemnify him against such liability under this section.
     Insurance may be purchased from or maintained with a person in which the
     corporation has a financial interest.

          (8) The authority of a corporation to indemnify persons pursuant to
     division (E)(1) or (2) of this section does not limit the payment of
     expenses as they are incurred, indemnification, insurance, or other
     protection that may be provided pursuant to divisions (E)(5), (6), and (7)
     of this section. Divisions (E)(1)



                                      II-5

<PAGE>

     and (2) of this section do not create any obligation to repay or return
     payments made by the corporation pursuant to division (E)(5), (6), or (7).

          (9) As used in division (E) of this section, "corporation" includes
     all constituent entities in a consolidation or merger and the new or
     surviving corporation, so that any person who is or was a director,
     officer, employee, trustee, member, manager, or agent of such a constituent
     entity or is or was serving at the request of such constituent entity as a
     director, trustee, officer, employee, member, manager, or agent of another
     corporation, domestic or foreign, nonprofit or for profit, a limited
     liability company, or a partnership, joint venture, trust, or other
     enterprise, shall stand in the same position under this section with
     respect to the new or surviving corporation as he would if he had served
     the new or surviving corporation in the same capacity.

     In addition, Section 3.06 of the Registrant's 2004 Stock Incentive Plan
provides indemnification for members of the Registrant's Governance and
Compensation Committee, which committee administers the Registrant's 2004 Stock
Incentive Plan, as follows:

          3.06 INDEMNIFICATION. Each member of the Committee shall be
     indemnified by the Company against costs, expenses and liabilities (other
     than amounts paid in settlements to which the Company does not consent,
     which consent shall not be unreasonably withheld) reasonably incurred by
     such member in connection with any action taken in relation to the Plan to
     which he or she may be a party by reason of service as a member of the
     Committee, except in relation to matters as to which he or she shall be
     adjudged in such action to be personally guilty of gross negligence or
     willful misconduct in the performance of his or her duties. The foregoing
     right to indemnification shall be in addition to such other rights as the
     Committee member may enjoy as a matter of law, by reason of insurance
     coverage of any kind, or otherwise.

     The Registrant has obtained insurance which, subject to certain exceptions,
insures the Registrant's directors and officers in such capacities.

Item 7. Exemption from Registration

        Not applicable.





                                      II-6
<PAGE>


Item 8. Exhibits

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


4(a)        Oak Hill Financial, Inc. 2004 Stock Incentive Plan (Reference
            is made to Appendix 3 to the Registrant's Definitive Proxy
            Statement for the 2004 Annual Meeting of Shareholders held on
            April 13, 2004, filed with the Securities and Exchange
            Commission on March 11, 2004, and incorporated herein by
            reference).

4(b)        Fourth Amended and Restated Articles of Incorporation
            (Reference is made to Exhibit 3.1 of the Registrant's
            Registration Statement on Form S-4 (Registration No.
            333-81645), filed with the Securities and Exchange Commission
            and incorporated herein by reference).

4(c)        Restated Code of Regulations (Reference is made to Exhibit
            3(ii) of the Registrant's Registration Statement on Form SB-2
            (Registration No. 33-96216), filed with the Securities and
            Exchange Commission and incorporated herein by reference).

5        *  Opinion of Porter, Wright, Morris & Arthur LLP regarding legality.

23(a)    *  Consent of Porter, Wright, Morris & Arthur LLP (included in Exhibit
            5 filed herewith).

23(b)    *  Consent of Registered Independent Public Accountant, Grant
            Thornton LLP.

24       *  Power of Attorney.

--------------------------
* Filed with this Registration Statement


Item 9.  Undertakings

The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of the
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of a
               prospectus filed with the Commission pursuant to Rule 424(b) if,
               in the aggregate, the changes in volume and price represent no
               more than a 20% change in the maximum aggregate offering price
               set forth in the "Calculation of Registration Fee" table in the
               effective registration statement;

               (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

               provided, however, that paragraphs (1)(i) and (1)(ii) do not
               apply if the registration statement is on Form S-3 or Form S-8,
               and the information required to be included in a post-effective
               amendment by those paragraphs is contained in periodic reports
               filed with or furnished to the Commission by the registrant
               pursuant to Section 13 or 15(d) of the Securities Exchange Act of
               1934 that are incorporated by reference in the registration
               statement.



                                      II-7


<PAGE>


          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post- effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.




                                      II-8


<PAGE>


                                   Signatures

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jackson, State of Ohio, on June 25, 2004.

                               Oak Hill Financial, Inc.

                               By:    /s/ Ron J. Copher
                                  ---------------------------------------------
                                          Ron J. Copher,
                                          Chief Financial Officer and Treasurer

     Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>

         Signature                                     Title                                          Date
         ---------                                     -----                                          ----


<S>                                          <C>                                                 <C>
*  Evan E. Davis                            Director                                             June 25, 2004
------------------------------------
   Evan E. Davis

*  John D. Kidd                             Chairman and Director                                June 25, 2004
------------------------------------
   John D. Kidd

*  R. E. Coffman, Jr.                       President, Chief Executive Officer and Director      June 25, 2004
------------------------------------
   R. E. Coffman, Jr.                       (Principal Executive Officer)

  /s/ Ron J. Copher                         Chief Financial Officer and Treasurer                June 25, 2004
------------------------------------
      Ron J. Copher                         (Principal Financial and Accounting Officer)

*  D. Bruce Knox                            Chief Information Officer and Director               June 25, 2004
------------------------------------
   D. Bruce Knox

*  Candice R. DeClark-Peace                 Director                                             June 25, 2004
------------------------------------
   Candice R. DeClark-Peace

*  Barry M. Dorsey, Ed.D.                   Director                                             June 25, 2004
------------------------------------
   Barry M. Dorsey, Ed.D.

*  Donald R. Seigneur                       Director                                             June 25, 2004
------------------------------------
   Donald R. Seigneur

*  William S. Siders                        Director                                             June 25, 2004
------------------------------------
   William S. Siders

*  H. Grant Stephenson                      Director                                             June 25, 2004
------------------------------------
   H. Grant Stephenson

*  Neil S. Strawser                         Director                                             June 25, 2004
------------------------------------
    Neil S. Strawser

*  Donald P. Wood                           Director                                            June 25, 2004
---------------------------
    Donald P. Wood

*By  /s/ Ron J. Copher
   -----------------------------------
     Ron J. Copher, Attorney-in-fact
     for each of the persons indicated
</TABLE>



<PAGE>



                          Registration No. 333-_______



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                            -------------------------


                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933


                            -------------------------


                            OAK HILL FINANCIAL, INC.

                            -------------------------

                                    EXHIBITS
                            -------------------------



<PAGE>


                                  EXHIBIT INDEX


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


4(a)         Oak Hill Financial, Inc. 2004 Stock Incentive Plan (Reference
             is made to Appendix 3 to the Registrant's Definitive Proxy
             Statement for the 2004 Annual Meeting of Shareholders held on
             April 13, 2004, filed with the Securities and Exchange
             Commission on March 11, 2004, and incorporated herein by
             reference).

4(b)         Fourth Amended and Restated Articles of Incorporation
             (Reference is made to Exhibit 3.1 of the Registrant's
             Registration Statement on Form S-4 (Registration No.
             333-81645), filed with the Securities and Exchange Commission
             and incorporated herein by reference).

4(c)         Restated Code of Regulations (Reference is made to Exhibit
             3(ii) of the Registrant's Registration Statement on Form SB-2
             (Registration No. 33-96216), filed with the Securities and
             Exchange Commission and incorporated herein by reference).

5        *   Opinion of Porter, Wright, Morris & Arthur LLP regarding legality.

23(a)    *   Consent of Porter, Wright, Morris & Arthur LLP (included in Exhibit
             5 filed herewith).

23(b)    *   Consent of Registered Independent Public Accountant, Grant
             Thornton LLP.

24       *   Power of Attorney.

--------------------------

* Filed with this Registration Statement
[{"type": "S-8", "sequence": "1", "filename": "s8-61258_oakhill.txt", "secsgml_size_bytes": 43221}]
{"company-data": {"conformed-name": "OAK HILL FINANCIAL INC", "cik": "0000949953", "assigned-sic": "6022", "irs-number": "311010517", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116863", "film-number": "04881892"}, "business-address": {"street1": "14621 STATE RTE 93", "city": "JACKSON", "state": "OH", "zip": "44640", "phone": "6142863283"}, "mail-address": {"street1": "14621 STATE RTE 93", "city": "JACKSON", "state": "OH", "zip": "44640"}}
As filed with the Securities and Exchange Commission on June 25, 2004

                                                           Registration No. 333-

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                  Ohio                                           31-1010517
    (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                            Identification No.)
                              14621 State Route 93
                               Jackson, Ohio 45640
    (Address of Registrant's principal executive offices including zip code)

                            OAK HILL FINANCIAL, INC.
                            2004 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

              Ron J. Copher, Chief Financial Officer and Treasurer
                            Oak Hill Financial, Inc.
                              14621 State Route 93
                               Jackson, Ohio 45640
                                 (740) 286-3283
            (Name, address and telephone number of agent for service)

                          Copies of Correspondence to:
                            H. Grant Stephenson, Esq.
                       Porter, Wright, Morris & Arthur LLP
                              41 South High Street
                              Columbus, Ohio 43215

                         Calculation of Registration Fee
-----------------------------------------------------------------------------------------
                                      Proposed Maximum  Proposed Maximum     Amount of
Title of Securities    Amount to be   Offering Price    Aggregate Offering   Registration
to be Registered       Registered     Per Share*        Price*               Fee*
-----------------------------------------------------------------------------------------
Common Stock
 without par value     1,200,000      $31.30            $37,560,000          $4,758.86
-----------------------------------------------------------------------------------------
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based upon the average of the high and low prices of the
Registrant's Common Stock as reported on the Nasdaq National Market on June 21,
2004.

This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Oak Hill Financial, Inc. Common Stock without par value as
may be issuable pursuant to future stock dividends, stock splits or similar
transactions.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information concerning the Oak Hill
Financial, Inc. 2004 Stock Incentive Plan, specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1). Such documents are not filed
as part of this Registration Statement in accordance with the Note to Part I of
the Form S-8 Registration Statement.

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

     The Registrant incorporates by reference into this Registration Statement
the following documents that have been previously filed with the Securities and
Exchange Commission:

     1.   The Registrant's Annual Report on Form 10-K for the year ended
          December 31, 2003, filed with the Securities and Exchange Commission
          on March 11, 2004;

     2.   The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2004, filed with the Securities and Exchange Commission on
          April 29, 2004;

     3.   The Registrant's Current Reports on Form 8-K, dated and filed with the
          Securities and Exchange Commission on January 9, 2004, February 27,
          2004, and April 9, 2004;

     4.   The Registrant's Definitive Proxy Statement for its Annual Meeting of
          Stockholder held on April 13, 2004, filed with the Securities and
          Exchange Commission on March 11, 2004; and

     5.   The description of the Registrant's common stock without par value,
          which is contained in the Registrant's Form 8-A (Registration No.
          0-26876) filed with the Securities and Exchange Commission pursuant to
          Section 12 of the Securities Exchange Act of 1934, as amended, as
          updated in any amendment or report filed for the purpose of updating
          such description.

     All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, after the date of this
Registration Statement and prior to the filing of post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

     Article VI of the Registrant's Restated Code of Regulations concerns
indemnification and insurance of the Registrant's directors and officers and
provides as follows:

                                      II-1
Section 6.01. General Indemnification. The Corporation (1) shall indemnify
                   -----------------------
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a Director of
the Corporation, or while a Director of the Corporation is or was serving at the
request of the Corporation as a director, trustee, fiduciary, officer, employee,
partner, joint venturer or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, employee benefit
plan or other enterprise, and (2) may indemnify or agree to indemnify any person
who is or was a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was an Officer, employee or
agent of the Corporation, or while an Officer, employee or agent of the
Corporation is or was serving at the request of the Corporation as a director,
trustee, fiduciary, officer, employee, partner, joint venturer or agent of
another corporation, domestic or foreign, nonprofit or for profit, partnership,
joint venture, trust, employee benefit plan or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

     Section 6.02. Suits By The Corporation. The Corporation may indemnify or
                   ------------------------
agree to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a Director, Officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee, fiduciary, officer, employee, partner, joint venturer, or
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation. No such indemnification shall
be made in respect of (1) any claim, issue or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the court of common
pleas or the court in which such action or suit was brought determines upon
application that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court
shall deem proper; or (2) any action or suit in which the only liability
asserted against a Director is pursuant to Section 1701.95 of the Ohio Revised
Code.

     Section 6.03. Indemnification for Expenses. To the extent that a director,
                   ----------------------------
trustee, fiduciary, officer, employee, partner, joint venturer or agent has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 6.01 and 6.02, including any action or suit
brought against a Director pursuant to Section 1701.95 of the Ohio Revised Code,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection with the action, suit or proceeding.

     Section 6.04. Determination Required. Any indemnification under Sections
                   ----------------------
6.01 and 6.02 (unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that the indemnification
of the director, trustee, fiduciary, officer, employee, partner, joint venturer
or agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in Sections 6.01 and 6.02. Such determination
shall be made (1) by the Board of Directors by a majority vote of a quorum
consisting of Directors who were not and are not parties to, or threatened with,
such action, suit or proceeding; (2) if such a quorum is not obtainable or if a
majority of a quorum of disinterested Directors so directs, in a written opinion
by independent legal counsel other than an attorney, or a firm having associated
with it an attorney, who has been retained by or who has performed services for
the Corporation or any person to be indemnified within the past five years; (3)
by the Shareholders; or (4) by the court of common pleas or the court in which
the action, suit or proceeding was brought. Any determination made by the
disinterested Directors or by independent legal counsel under this Section 6.04

                                      II-2
shall be promptly communicated to the person who threatened or brought the
action or suit by or in the right of the Corporation under Section 6.02, and
such person shall have the right, within ten days after receipt of such
notification, to petition the court of common pleas or the court in which action
or suit was brought to review the reasonableness of such determination.

     Section 6.05.  Advances for Expenses.
                    ---------------------

     (A) Expenses (including attorney's fees) incurred by a Director in
defending any civil or criminal action, suit or proceeding referred to in
Sections 6.01 and 6.02 of this Article VI, except where the only liability
asserted against a Director is pursuant to Section 1701.95 of the Ohio Revised
Code, shall be paid by the Corporation as they are incurred, in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the Director in which he agrees to (1) repay such
amount if it is proved by clear and convincing evidence in a court of competent
jurisdiction that his action or failure to act involved an act or omission
undertaken with deliberate intent to cause injury to the Corporation or
undertaken with reckless disregard for the best interests of the Corporation;
and (2) reasonably cooperate with the Corporation concerning the action, suit,
or proceeding.

     (B) Expenses (including attorney's fees) incurred by a director, trustee,
fiduciary, officer, employee, partner, joint venturer or agent in defending any
action, suit, or proceeding referred to in Sections 6.01 and 6.02 of this
Article VI, including any action or suit brought against a Director pursuant to
Section 1701.95 of the Revised Code, may be paid by the Corporation as they are
incurred in advance of the final disposition of the action, suit or proceeding
as authorized by the Directors in the specific case upon receipt of an
undertaking by or on behalf of the director, trustee, fiduciary, officer,
employee, partner, joint venturer or agent to repay such amount, if it is
ultimately determined that he is not entitled to be indemnified by the
Corporation.

     Section 6.06. Article VI Not Exclusive. The indemnification authorized by
                   ------------------------
this Article VI shall not be deemed exclusive of, and shall be in addition to,
any other rights granted to those seeking indemnification under the Articles,
common law, the General Corporation Law of the State of Ohio, the Regulations or
any agreement, vote of Shareholders or disinterested Directors, or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, trustee, fiduciary, officer, employee, partner, joint venturer or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.

     Section 6.07. Insurance. The Corporation may purchase and maintain
                   ---------
insurance or furnish similar protection, including but not limited to trust
funds, letters of credit or self-insurance, on behalf of or for any person who
is or was a Director, Officer, employee, or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, trustee, fiduciary,
officer, employee, partner, joint venturer or agent of another corporation,
domestic or foreign, nonprofit or for profit, partnership, joint venture, trust,
employee benefit plan or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of this Article VI. Insurance
may be purchased from or maintained with a person in which the Corporation has a
financial interest.

     Section 6.08. Sections 6.01 and 6.02 Not Exclusive. The authority of the
                   ------------------------------------
Corporation to indemnify persons pursuant to Sections 6.01 and 6.02 of this
Article VI does not limit the payment of expenses as they are incurred,
indemnification, insurance or other protection that may be provided pursuant to
any other Section of this Article VI. Sections 6.01 and 6.02 of this Article VI
do not create any obligation to repay or return payments made by the Corporation
under any other Section of this Article VI.

     Section 6.09. Definition of "the Corporation". As used in this Article VI,
                   ------------------------------
references to "the Corporation" include all constituent corporations in a
consolidation or merger and the new or surviving corporation, so that any person
who is or was a director, officer, employee, or agent of such a constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, trustee, fiduciary, officer, employee, partner, joint venturer or
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, employee benefit plan or other enterprise,
shall stand in the same position under the provisions of this Article VI with
respect to the new or surviving corporation as he would if he had served the new
or surviving corporation in the same capacity.

                                      II-3
Indemnification also may be made available by Registrant to its directors,
officers, employees and agents, and may be available as a matter of right, under
Section 1701.13(E) of the Ohio Revised Code. Section 1701.13(E) of the Ohio
Revised Code provides as follows:

          (E)(1) A corporation may indemnify or agree to indemnify any person
     who was or is a party, or is threatened to be made a party, to any
     threatened, pending, or completed action, suit, or proceeding, whether
     civil, criminal, administrative, or investigative, other than an action by
     or in the right of the corporation, by reason of the fact that he is or was
     a director, officer, employee, or agent of the corporation, or is or was
     serving at the request of the corporation as a director, trustee, officer,
     employee, member, manager, or agent of another corporation, domestic or
     foreign, nonprofit or for profit, a limited liability company, or a
     partnership, joint venture, trust, or other enterprise, against expenses
     including attorney's fees, judgments, fines and amounts paid in settlement
     actually and reasonably incurred by him in connection with such action,
     suit, or proceeding, if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or proceeding, if he
     had no reasonable cause to believe his conduct was unlawful. The
     termination of any action, suit, or proceeding by judgment, order,
     settlement, or conviction, or upon a plea of nolo contendere or its
     equivalent, shall not, of itself, create a presumption that the person did
     not act in good faith and in a manner he reasonably believed to be in or
     not opposed to the best interests of the corporation and, with respect to
     any criminal action or proceeding, he had reasonable cause to believe that
     his conduct was unlawful.

          (2) A corporation may indemnify or agree to indemnify any person who
     was or is a party, or is threatened to be made a party, to any threatened,
     pending, or completed action or suit by or in the right of the corporation
     to procure a judgment in its favor, by reason of the fact that he is or was
     a director, officer, employee, or agent of the corporation or is or was
     serving at the request of the corporation as a director, trustee, officer,
     employee, member, manager, or agent of another corporation, domestic or
     foreign, nonprofit or for profit, a limited liability company, or a
     partnership, joint venture, trust, or other enterprise, against expenses,
     including attorney's fees, actually and reasonably incurred by him in
     connection with the defense or settlement of such action or suit, if he
     acted in good faith and in a manner he reasonably believed to be in or not
     opposed to the best interests of the corporation, except that no
     indemnification shall be made in respect of any of the following:

          (a) Any claim, issue, or matter as to which such person is adjudged to
     be liable for negligence or misconduct in the performance of his duty to
     the corporation unless, and only to the extent that, the court of common
     pleas or the court in which such action or suit was brought determines,
     upon application, that, despite the adjudication of liability, but in view
     of all the circumstances of the case, such person is fairly and reasonably
     entitled to indemnity for such expenses as the court of common pleas or
     such other court shall deem proper;

          (b) Any action or suit in which the only liability asserted against a
     director is pursuant to section 1701.95 of the Revised Code.

          (3) To the extent that a director, trustee, officer, employee, member,
     manager, or agent has been successful on the merits or otherwise in defense
     of any action, suit, or proceeding referred to in division (E)(1) or (2) of
     this section, or in defense of any claim, issue, or matter therein, he
     shall be indemnified against expenses, including attorney's fees, actually
     and reasonably incurred by him in connection with the action, suit, or
     proceeding.

          (4) Any indemnification under division (E)(1) or (2) of this section,
     unless ordered by a court, shall be made by the corporation only as
     authorized in the specific case, upon a determination that indemnification
     of the director, trustee, officer, employee, member, manager, or agent is
     proper in the circumstances because he has met the applicable standard of
     conduct set forth in division (E)(l) or (2) of this section. Such
     determination shall be made as follows:

          (a) By a majority vote of a quorum consisting of directors of the
     indemnifying corporation who were not and are not parties to or threatened
     with the action, suit, or proceeding referred to in division (E)(1) or (2)
     of this section;

          (b) If the quorum described in division (E)(4)(a) of this section is
     not obtainable or if a majority vote of a quorum of disinterested directors
     so directs, in a written opinion by independent legal counsel

                                      II-4
other than an attorney, or a firm having associated with it an attorney,
     who has been retained by or who has performed services for the corporation
     or any person to be indemnified within the past five years;

          (c) By the shareholders;

          (d) By the court of common pleas or the court in which the action,
     suit, or proceeding referred to in division (E)(1) or (2) of this section
     was brought.

          Any determination made by the disinterested directors under division
     (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
     section shall be promptly communicated to the person who threatened or
     brought the action or suit by or in the right of the corporation under
     division (E)(2) of this section, and, within ten days after receipt of such
     notification, such person shall have the right to petition the court of
     common pleas or the court in which such action or suit was brought to
     review the reasonableness of such determination.

          (5)(a) Unless at the time of a director's act or omission that is the
     subject of an action, suit, or proceeding referred to in division (E)(1) or
     (2) of this section, the articles or the regulations of a corporation
     state, by specific reference to this division, that the provisions of this
     division do not apply to the corporation and unless the only liability
     asserted against a director in an action, suit, or proceeding referred to
     in division (E)(1) or (2) of this section is pursuant to section 1701.95 of
     the Revised Code, expenses, including attorney's fees, incurred by a
     director in defending the action, suit, or proceeding shall be paid by the
     corporation as they are incurred, in advance of the final disposition of
     the action, suit, or proceeding, upon receipt of an undertaking by or on
     behalf of the director in which he agrees to do both of the following:

          (i) Repay such amount if it is proved by clear and convincing evidence
     in a court of competent jurisdiction that his action or failure to act
     involved an act or omission undertaken with deliberate intent to cause
     injury to the corporation or undertaken with reckless disregard for the
     best interests of the corporation;

          (ii) Reasonably cooperate with the corporation concerning the action,
     suit, or proceeding.

          (b) Expenses, including attorney's fees, incurred by a director,
     trustee, officer, employee, member, manager, or agent in defending any
     action, suit, or proceeding referred to in division (E)(1) or (2) of this
     section, may be paid by the corporation as they are incurred, in advance of
     the final disposition of the action, suit, or proceeding, as authorized by
     the directors in the specific case, upon receipt of an undertaking by or on
     behalf of the director, trustee, officer, employee, member, manager, or
     agent to repay such amount, if it ultimately is determined that he is not
     entitled to be indemnified by the corporation.

          (6) The indemnification authorized by this section shall not be
     exclusive of, and shall be in addition to, any other rights granted to
     those seeking indemnification under the articles, the regulations, any
     agreement, a vote of shareholders or disinterested directors, or otherwise,
     both as to action in their official capacities and as to action in another
     capacity while holding their offices or positions, and shall continue as to
     a person who has ceased to be a director, trustee, officer, employee,
     member, manager, or agent and shall inure to the benefit of the heirs,
     executors, and administrators of such a person.

          (7) A corporation may purchase and maintain insurance or furnish
     similar protection, including, but not limited to, trust funds, letters of
     credit, or self-insurance, on behalf of or for any person who is or was a
     director, officer, employee, or agent of the corporation, or is or was
     serving at the request of the corporation as a director, trustee, officer,
     employee, member, manager, or agent of another corporation, domestic or
     foreign, nonprofit or for profit, a limited liability company, or a
     partnership, joint venture, trust, or other enterprise, against any
     liability asserted against him and incurred by him in any such capacity, or
     arising out of his status as such, whether or not the corporation would
     have the power to indemnify him against such liability under this section.
     Insurance may be purchased from or maintained with a person in which the
     corporation has a financial interest.

          (8) The authority of a corporation to indemnify persons pursuant to
     division (E)(1) or (2) of this section does not limit the payment of
     expenses as they are incurred, indemnification, insurance, or other
     protection that may be provided pursuant to divisions (E)(5), (6), and (7)
     of this section. Divisions (E)(1)

                                      II-5
and (2) of this section do not create any obligation to repay or return
     payments made by the corporation pursuant to division (E)(5), (6), or (7).

          (9) As used in division (E) of this section, "corporation" includes
     all constituent entities in a consolidation or merger and the new or
     surviving corporation, so that any person who is or was a director,
     officer, employee, trustee, member, manager, or agent of such a constituent
     entity or is or was serving at the request of such constituent entity as a
     director, trustee, officer, employee, member, manager, or agent of another
     corporation, domestic or foreign, nonprofit or for profit, a limited
     liability company, or a partnership, joint venture, trust, or other
     enterprise, shall stand in the same position under this section with
     respect to the new or surviving corporation as he would if he had served
     the new or surviving corporation in the same capacity.

     In addition, Section 3.06 of the Registrant's 2004 Stock Incentive Plan
provides indemnification for members of the Registrant's Governance and
Compensation Committee, which committee administers the Registrant's 2004 Stock
Incentive Plan, as follows:

          3.06 INDEMNIFICATION. Each member of the Committee shall be
     indemnified by the Company against costs, expenses and liabilities (other
     than amounts paid in settlements to which the Company does not consent,
     which consent shall not be unreasonably withheld) reasonably incurred by
     such member in connection with any action taken in relation to the Plan to
     which he or she may be a party by reason of service as a member of the
     Committee, except in relation to matters as to which he or she shall be
     adjudged in such action to be personally guilty of gross negligence or
     willful misconduct in the performance of his or her duties. The foregoing
     right to indemnification shall be in addition to such other rights as the
     Committee member may enjoy as a matter of law, by reason of insurance
     coverage of any kind, or otherwise.

     The Registrant has obtained insurance which, subject to certain exceptions,
insures the Registrant's directors and officers in such capacities.

Item 7. Exemption from Registration

        Not applicable.

                                      II-6
Item 8. Exhibits

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

4(a)        Oak Hill Financial, Inc. 2004 Stock Incentive Plan (Reference
            is made to Appendix 3 to the Registrant's Definitive Proxy
            Statement for the 2004 Annual Meeting of Shareholders held on
            April 13, 2004, filed with the Securities and Exchange
            Commission on March 11, 2004, and incorporated herein by
            reference).

4(b)        Fourth Amended and Restated Articles of Incorporation
            (Reference is made to Exhibit 3.1 of the Registrant's
            Registration Statement on Form S-4 (Registration No.
            333-81645), filed with the Securities and Exchange Commission
            and incorporated herein by reference).

4(c)        Restated Code of Regulations (Reference is made to Exhibit
            3(ii) of the Registrant's Registration Statement on Form SB-2
            (Registration No. 33-96216), filed with the Securities and
            Exchange Commission and incorporated herein by reference).

5        *  Opinion of Porter, Wright, Morris & Arthur LLP regarding legality.

23(a)    *  Consent of Porter, Wright, Morris & Arthur LLP (included in Exhibit
            5 filed herewith).

23(b)    *  Consent of Registered Independent Public Accountant, Grant
            Thornton LLP.

24       *  Power of Attorney.

--------------------------
* Filed with this Registration Statement

Item 9.  Undertakings

The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of the
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of a
               prospectus filed with the Commission pursuant to Rule 424(b) if,
               in the aggregate, the changes in volume and price represent no
               more than a 20% change in the maximum aggregate offering price
               set forth in the "Calculation of Registration Fee" table in the
               effective registration statement;

               (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

               provided, however, that paragraphs (1)(i) and (1)(ii) do not
               apply if the registration statement is on Form S-3 or Form S-8,
               and the information required to be included in a post-effective
               amendment by those paragraphs is contained in periodic reports
               filed with or furnished to the Commission by the registrant
               pursuant to Section 13 or 15(d) of the Securities Exchange Act of
               1934 that are incorporated by reference in the registration
               statement.

                                      II-7
(2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post- effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-8
Signatures

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jackson, State of Ohio, on June 25, 2004.

                               Oak Hill Financial, Inc.

                               By:    /s/ Ron J. Copher
                                  ---------------------------------------------
                                          Ron J. Copher,
                                          Chief Financial Officer and Treasurer

     Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Signature                                     Title                                          Date
         ---------                                     -----                                          ----
*  Evan E. Davis                            Director                                             June 25, 2004
------------------------------------
   Evan E. Davis

*  John D. Kidd                             Chairman and Director                                June 25, 2004
------------------------------------
   John D. Kidd

*  R. E. Coffman, Jr.                       President, Chief Executive Officer and Director      June 25, 2004
------------------------------------
   R. E. Coffman, Jr.                       (Principal Executive Officer)

  /s/ Ron J. Copher                         Chief Financial Officer and Treasurer                June 25, 2004
------------------------------------
      Ron J. Copher                         (Principal Financial and Accounting Officer)

*  D. Bruce Knox                            Chief Information Officer and Director               June 25, 2004
------------------------------------
   D. Bruce Knox

*  Candice R. DeClark-Peace                 Director                                             June 25, 2004
------------------------------------
   Candice R. DeClark-Peace

*  Barry M. Dorsey, Ed.D.                   Director                                             June 25, 2004
------------------------------------
   Barry M. Dorsey, Ed.D.

*  Donald R. Seigneur                       Director                                             June 25, 2004
------------------------------------
   Donald R. Seigneur

*  William S. Siders                        Director                                             June 25, 2004
------------------------------------
   William S. Siders

*  H. Grant Stephenson                      Director                                             June 25, 2004
------------------------------------
   H. Grant Stephenson

*  Neil S. Strawser                         Director                                             June 25, 2004
------------------------------------
    Neil S. Strawser

*  Donald P. Wood                           Director                                            June 25, 2004
---------------------------
    Donald P. Wood

*By  /s/ Ron J. Copher
   -----------------------------------
     Ron J. Copher, Attorney-in-fact
     for each of the persons indicated
Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            -------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                            -------------------------

                            OAK HILL FINANCIAL, INC.

                            -------------------------

                                    EXHIBITS
                            -------------------------
EXHIBIT INDEX

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

4(a)         Oak Hill Financial, Inc. 2004 Stock Incentive Plan (Reference
             is made to Appendix 3 to the Registrant's Definitive Proxy
             Statement for the 2004 Annual Meeting of Shareholders held on
             April 13, 2004, filed with the Securities and Exchange
             Commission on March 11, 2004, and incorporated herein by
             reference).

4(b)         Fourth Amended and Restated Articles of Incorporation
             (Reference is made to Exhibit 3.1 of the Registrant's
             Registration Statement on Form S-4 (Registration No.
             333-81645), filed with the Securities and Exchange Commission
             and incorporated herein by reference).

4(c)         Restated Code of Regulations (Reference is made to Exhibit
             3(ii) of the Registrant's Registration Statement on Form SB-2
             (Registration No. 33-96216), filed with the Securities and
             Exchange Commission and incorporated herein by reference).

5        *   Opinion of Porter, Wright, Morris & Arthur LLP regarding legality.

23(a)    *   Consent of Porter, Wright, Morris & Arthur LLP (included in Exhibit
             5 filed herewith).

23(b)    *   Consent of Registered Independent Public Accountant, Grant
             Thornton LLP.

24       *   Power of Attorney.

--------------------------

* Filed with this Registration Statement