SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12

PEOPLES OHIO FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:______________________________________________

2) Form, Schedule or Registration Statement No.:________________________

3) Filing Party:________________________________________________________

4) Date Filed:_______________________

PEOPLES OHIO FINANCIAL CORPORATION
635 SOUTH MARKET STREET
TROY, OHIO 45373
(937) 339-5000

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 26, 2004

The Annual Meeting of Shareholders of Peoples Ohio Financial Corporation
(the "Company") will be held at Edison Community College located at 1973 Edison
Drive, Piqua, Ohio on Tuesday, October 26, 2004, at 3:00 p.m. to consider and
act on the following matters:

1. Election of three Directors for two-year terms expiring in 2006.

2. Ratify the selection of BKD, LLP as independent auditors of the
Company for the year ending June 30, 2005.

3. Conduct such other business as may properly come before the meeting
or any adjournments thereof.

The Board of Directors has fixed the close of business on September 13,
2004, as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting and at any adjournments thereof.

A copy of the Company's Annual Report which includes financial statements
for the fiscal year ended June 30, 2004, is enclosed.

By Order of the Board of Directors

/s/ Linda A. Daniel
----------------------------------
Linda A. Daniel
Secretary

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU
PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED POSTPAID ENVELOPE.

Troy, Ohio September 24, 2004

PEOPLES OHIO FINANCIAL CORPORATION
635 SOUTH MARKET STREET
TROY, OHIO 45373

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS

GENERAL

We are sending you this Proxy Statement and the enclosed proxy card
because the Board of Directors of Peoples Ohio Financial Corporation (the
"Company" "we" or "us") is soliciting your proxy to vote at the 2004 Annual
Meeting of Shareholders (the "Annual Meeting"). This Proxy Statement summarizes
the information you need to know to vote at the Annual Meeting.

You are invited to attend our Annual Meeting on October 26, 2004 beginning
at 3:00 p.m., local time. The Annual Meeting will be held at Edison Community
College, 1973 Edison Drive, Piqua, Ohio.

This Proxy Statement and the enclosed form of proxy is expected to be
mailed to shareholders on or about September 24, 2004.

SOLICITATION AND VOTING

SHAREHOLDERS ENTITLED TO VOTE

Holders of record of common stock of the Company at the close of business
on September 13, 2004 (the "Record Date") are entitled to vote at the Annual
Meeting. Each share of common stock of the Company is entitled to one vote.

Pursuant to the Company's Amended and Restated Code of Regulations ("Code
of Regulations"), shareholders are not entitled to cumulate their votes for the
election of Directors.

As of the Record Date, the Company had 7,255,745 common shares issued and
outstanding.

VOTING PROCEDURES

Unless you hold your shares in the Company's Employee Stock ownership Plan
and Trust ("ESOP"), you can vote on matters to come before the Annual Meeting in
one of two ways:

- you can come to the Annual Meeting and cast your vote there; or

- you can vote by signing and returning the enclosed proxy card. If
you do so, the individuals named as proxies on the card will vote
your shares in the manner you indicate.

You may also choose to vote for all of the nominees for Director and each
proposal by simply signing, dating and returning the enclosed proxy card without
further direction. All signed and returned proxies that contain no direction as
to vote will be voted FOR each of the nominees for Director and FOR each of the
proposals.

If you plan to attend the Annual Meeting and vote in person, you should
request a ballot when you arrive. HOWEVER, IF YOUR SHARES ARE HELD IN THE NAME
OF YOUR BROKER, BANK OR OTHER NOMINEE, THE INSPECTOR OF ELECTION WILL REQUIRE
YOU TO PRESENT A POWER OF ATTORNEY OR PROXY IN YOUR NAME FROM SUCH BROKER, BANK
OR OTHER NOMINEE FOR YOU TO VOTE SUCH SHARES AT THE ANNUAL MEETING. Please
contact your broker, bank or nominee.

VOTING PROCEDURES FOR SHARES IN THE COMPANY'S ESOP

If you participate in the Company's ESOP, please return your proxy card in
the enclosed envelope on a timely basis to ensure that your proxy is voted. If
you own or are entitled to give voting instructions for shares in the ESOP and
do not vote your shares or give voting instructions, generally, the plan trustee
will vote your shares in the same proportion as the shares for all plan
participants for which voting instructions have been received. Holders of shares
in the ESOP will not be permitted to vote such shares at the Annual Meeting, but
their attendance is encouraged and welcome.

REQUIRED VOTE

The presence, in person or by proxy, of the holders of a majority of the
votes entitled to be cast by the shareholders at the Annual Meeting is necessary
to constitute a quorum. Abstentions and broker "non votes" are counted as
present and entitled to vote for purposes of determining a quorum. A broker "non
vote" occurs when a broker, bank or other nominee holding shares for a
beneficial owner does not vote on a particular proposal because such broker,
bank or nominee does not have discretionary authority to vote and has not
received instructions from the beneficial owner.

Once a quorum is achieved, a plurality of votes cast is all that is
necessary for the election of Directors. Abstentions and broker "non votes" will
not be counted as votes either "for" or "against" any Director. As to
ratification of BKD, LLP and all other matters that may come before the Annual
Meeting, the affirmative vote of a majority of votes cast is necessary for the
approval of such matters. Abstentions and broker "non votes" are again not
counted for purposes of approving the matter or any other matters coming before
the Annual Meeting.

REVOKING A PROXY

If you give a proxy, you may revoke it at any time before it is exercised.
You may revoke your proxy at any time prior to its exercise by:

- sending in another proxy with a later date;

- providing written notification of the revocation to the Company's
Secretary in writing at Peoples Ohio Financial Corporation, 635
South Market Street, Troy, Ohio, 45373; or

- appearing in person at the Annual Meeting and revoking the proxy.

If you choose to revoke your proxy by attending the Annual Meeting, you
must vote in accordance with the rules for voting at the Annual Meeting.
Attending the Annual Meeting alone will not constitute revocation of a proxy.

COST OF PROXY SOLICITATION

We will pay the expenses of soliciting proxies. Proxies may be solicited
on our behalf by Directors, officers or employees in person or by telephone,
mail or telegram. We do not intend to engage a proxy solicitation firm to assist
us in the distribution and solicitation of proxies. The Company will also
request persons, firms and corporations holding shares in their names for other
beneficial owners to send proxy materials to such beneficial owners. The Company
will reimburse these persons for their expenses.

INSPECTOR OF ELECTION

Your proxy returned in the enclosed envelope will be delivered to the
Company's transfer agent, Registrar and Transfer Company ("R&T"). The Board of
Directors has designated R&T to act as inspectors of election and to tabulate
the votes at the Annual Meeting. R&T is not otherwise employed by, or a Director
of, the Company or any of its affiliates. After the final adjournment of the
Annual Meeting, the proxies will be returned to the Company.

OTHER MATTERS

The Board of Directors is not aware of any other matters to come before the
Annual Meeting. However, if any other matters should properly come before the
Annual Meeting, or any adjournment thereof, including matters relating to the
conduct of the Annual Meeting, it is intended that the shares represented by
properly-executed proxies will be voted in respect thereof in accordance with
the judgment of the person or persons voting the proxies.

GOVERNANCE OF THE COMPANY

COMPOSITION OF THE BOARD OF DIRECTORS

During 2004, the Board of Directors met a total of five times. In
addition, the Board of Directors has authorized various Committees to manage
distinct matters of the Company. These Committees include the Audit Committee
and Compensation Committee. Membership on each of the Committees, and number of
Committee and Board meetings held during the fiscal year ending June 30, 2004,
is set forth in the table below. All of our Directors attended 75 percent or
more of the meetings of the Board and the Board Committees on which they served
in fiscal year 2004.

NAME BOARD AUDIT COMPENSATION
- ----------------------------------------------- ----- ----- ------------

Cooper- Chairman of the Board X X X
Klockner X X
McGraw X
Robinson X X
Scott X
Wilcox X X X
Meetings during fiscal year 2004 5 6 3

THE AUDIT COMMITTEE

The Audit Committee is responsible for recommending the annual appointment
of the public accounting firm to be our outside auditors, subject to approval of
the Board of Directors and shareholders. The Committee is responsible for the
following tasks:

- maintaining a liaison with the outside auditors;

- reviewing the adequacy of internal controls;

- reviewing with management and outside auditors financial
disclosures of the Company; and

- reviewing any material changes in accounting principles or
practices used in preparing statements.

THE COMPENSATION COMMITTEE

The Compensation Committee is responsible for establishing annual and
long-term performance goals for the Chief Executive Officer (Mr. Scott) and also
approves the Chief Executive Officer's salary and other incentive compensation.
The Committee's functions include:

- awarding shares or options under the Company's stock option plan;

- determining compensation to be paid pursuant to the Company's
incentive plan; and

- publishing an annual Executive Compensation Committee Report for
the shareholders.

The Committee is aided in performing these functions by counsel.

During fiscal year 2004, the Board of Directors acted as the nominating
committee for selecting nominees for election as Directors. As a result, there
is no charter for a nominating committee.

The Board of Directors believes it is appropriate that the Board as a
whole functioned as a nominating committee during fiscal year 2004, as the Board
of Directors believes that allowing the full Board of Directors to act as a
nominating committee does not permit management to exercise undue control over
the Director nomination process. Moreover, the Board of Directors believes that
all of the Directors have significant expertise in the operations and needs of
the Company and its Board of Directors, and have valuable insights to offer
regarding the value that qualified Directors can bring to the Company.

In its deliberations, the Board of Directors, functioning as a nominating
committee, considers the candidate's knowledge of the banking business and
involvement in community, business and civic affairs. Any nominee for Director
chosen by the Board of Directors, acting as a nominating committee, must be
highly qualified with regard to some or all the attributes listed in the
preceding sentence. In searching for qualified Director candidates to fill
vacancies, the Board of Directors, acting as a nominating committee, solicits
its then current Directors for the names of potential qualified candidates.
Moreover, the Board of Directors, acting as a nominating committee, may ask
Directors to pursue their own business contacts for the names of potentially
qualified candidates. The Board of Directors, acting as a nominating committee,
would then consider the potential pool of Director candidates, select the top
candidate based on the candidates' qualifications and the Board's needs, and
conduct a thorough investigation of the proposed candidate's background to
ensure there is no past history that would cause the candidate not to be
qualified to serve as Director of the Company. The Board of Directors, acting as
a nominating committee, will consider the nomination of Director candidates
recommended by shareholders in the same manner in which the Board of Directors
would evaluate nominees for Director recommended by the Board of Directors.
Recommendations to the Board of Directors, acting as a nominating committee,
from shareholders regarding candidates must be delivered to the Company's
Secretary no later than June 30 of the year in which such shareholder proposes
that the recommended candidate stand for election.

The Company's Code of Regulations sets forth procedures that must be
followed by shareholders seeking to make nominations for Directors.

The Company's Code of Regulations provides that candidates for Directors
at an annual meeting may be nominated by any shareholder by filing the names of
such candidates with the Secretary of the Company at least sixty days prior to
the first anniversary of the most recent annual meeting held for election of
Directors; provided, however, that if the annual meeting for the election of
Directors in any year is not held on or before the thirty first day following
such anniversary, then written notice must be received within a reasonable time
prior to the date of such annual meeting.

BOARD POLICIES REGARDING COMMUNICATIONS WITH THE BOARD OF DIRECTORS AND
ATTENDANCE AT ANNUAL MEETINGS

The Company's Board of Directors maintains an informal process for
shareholders to communicate with the Board of Directors. Shareholders wishing to
communicate with the Company's Board should send any communication to the
Secretary of the Company. Any such communication must state the number of shares
beneficially owned by the shareholder making the communication. The Secretary of
the Company will forward such communication to the full Board of Directors or to
any individual Director or Directors to whom the communication is directed
unless the communication is unduly hostile, threatening, illegal or similarly
inappropriate, in which case the Company's Secretary has the authority to
discard the communication or take appropriate legal action regarding the
communication.

The Company does not have a policy regarding Board member attendance at
annual meetings of shareholders. All Company Directors attended the 2003 annual
meeting of shareholders.

DIRECTORS' COMPENSATION

The Directors and Chairman of the Company received $3,000 and $4,000,
respectively, for serving on the Company's Board of Directors during fiscal year
2004. In addition, Company Directors who are not also employees of the Company
or Bank ("Outside Directors") receive $500 per Company committee meeting or
Company Board meeting attended. Those Directors who also serve on the Bank's
Board of Directors received $10,000 for serving in such capacity during 2004. In
addition, Outside Directors receive $300 per Bank committee meeting or Bank
Board meeting attended. In addition, the Company maintains a Stock-Based
Incentive Plan for Directors.

STOCK-BASED INCENTIVE PLAN. The Company maintains the Incentive Plan for
both Directors and employees which vest and become exercisable over three years
(prior to 2003, options granted were fully exercisable on the date of grant).
Under the plan each non-employee Directors was granted 1,500 common shares
during fiscal year 2004.

CODE OF ETHICS

The Board of Directors has not yet adopted a code of ethics under
applicable SEC regulations governing the Company's principal executive officer
and principal financial officers or persons performing similar functions. The
Board has not felt the need to adopt such a code of ethics for several reasons.
First, the Company's principal executive officer and principal financial officer
are also executive officers of the Bank and the Bank has adopted a Code of
Ethics and Conflicts of Interests Policy that governs matters such as conflicts
of interests, acceptance of gifts, and loans to executive officers. Second, the
Company and the Bank are already subject to extensive regulation and supervision
by federal and state banking regulators. Notwithstanding the foregoing, he Board
of Directors intends to consider adoption in the near future of a code of ethics
for the Company's principal executive officer and principal financial officers
in accordance with SEC regulations.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who own more than 10% of any
registered class of the Company's equity securities, to file reports of
ownership and changes of ownership with the SEC. The Company assists its
Directors and executive officers in completing and filing of such reports.
Executive officers, directors and greater that 10% shareholders are required by
regulation to furnish the Company with copies of all Section 16(a) reports they
file.

Based on its review of the copies of the reports it has received and
written representations provided to the Company from the individuals required to
file the reports, the Company believes that all executive officers, directors
and greater that 10% shareholders filed all reports required on a timely basis
pursuant to Section 16(a) of the Securities Exchange Act of 1934.

PRINCIPAL HOLDERS OF COMMON STOCK

The following table sets forth information with respect to ownership of
the common stock of the Company by any person (including any "group" as that
term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) who is
known to the Company to be the beneficial owner of more than 5% of the
outstanding common stock. The information in the following chart comes from the
stock ledger of the Company and any required ownership reports received by the
Company as of the Record Date and is believed to be accurate.

Amount and
Name and Address Nature of Beneficial Percent
of Beneficial Owner Ownership (1) of Class
- -------------------------------- -------------------- --------

E. Joseph Lowe 698,052 9.57%
901 N. Miami Avenue
Miami, Fl. 33136

Ronald B. Scott 520,420(2) 7.13%
194 Littlejohn Road
Troy, Ohio 45373

The Estate of G. Joseph Reardon 409,226(3) 5.61%
10 Colony Park Drive
Troy, Ohio 45373

(1) Except as otherwise noted, all beneficial ownership is direct and each
beneficial owner exercised sole voting and investment power over the
shares.

(3) 139,576 of these shares are held by Mr. Reardon's spouse. Mr. Reardon's
estate disclaims beneficial ownership of these shares. Rule 13d - 3(d)(1)
under the Securities Exchange Act of 1934 requires the inclusion in
"beneficial ownership" of shares of common stock which may be acquired by
the exercise of options, within 60 days. Upon Mr. Reardon's death on July
20, 2004, all of Mr. Reardon's 27,844 options became immediately
exercisable, which amount is included in his holdings.

ITEM 1. ELECTION OF DIRECTORS

The Company's Code of Regulations provides that the Board of Directors
shall be composed of six members and shall be divided into two classes. The
members of each class are elected for a term of two years. One class is elected
annually.

Three Directors will be elected at the Annual Meeting to serve two-year
terms and until their successors are elected and qualified. The Board of
Directors serving as the Nominating Committee has nominated the following
current Directors:

William J. McGraw, III
Ronald B. Scott
James S. Wilcox

There are no arrangements known to management between the persons named
and any other person pursuant to which such nominees were selected. The Board of
Directors will not consider nominees recommended by shareholders unless such
nomination is made directly by the shareholders in accordance with the
procedures provided in the Company's Code of Regulations, described above.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
THE ABOVE NOMINEES FOR DIRECTOR UNDER ITEM 1.

The persons named in the enclosed proxy intend to vote for the election of
named nominees, unless the proxy is marked by the shareholder to the contrary.
If any nominee is unable to serve, all valid proxies will be voted for the
election of such substitutes as the Board of Directors may recommend. The Board
knows of no reason why any nominee might be unavailable to serve.

NOMINEES WHOSE TERMS WILL EXPIRE IN 2006

NAME AND AGE AS OF POSITION, PRINCIPAL OCCUPATION,
THE ANNUAL MEETING BUSINESS EXPERIENCE AND DIRECTORSHIP
- ---------------------------- --------------------------------------------------------------

William J. McGraw, III 56 WILLIAM J. MCGRAW, III has been a director of the Bank since
1977. He is an attorney and president of Dungan & LeFevre Co.,
L.P.A., the Troy Ohio Law firm which represents the Company as
general counsel. Mr. McGraw was past president of the Troy Area
Chamber of Commerce and the Troy Noon Optimist Club, and
founding Chairman of Leadership Troy. He is a past chairman of
the board of trustees of Upper Valley Medical Centers, and
currently serves as a trustee of the Troy Development Council.
Mr. McGraw also serves as Secretary and Director of the
Company's service corporation.

Ronald B. Scott 57 RONALD B. SCOTT has been a director of the Bank since 1991. He
has served as President and Chief Executive Officer of the
Company since December, 1990. He also serves as President and
as a Director of its service corporation. Mr. Scott has been
employed with the Company since 1987 and previously served as a
Senior Vice President and Chief Financial Officer of the
Company. Mr. Scott is a past Chairman of the Troy Area Chamber
of Commerce. He currently serves as a Trustee of the Troy
Foundation and Vice President of the Paul Duke Foundation. He
is a member of the Troy Development Council and is Vice
Chairman of the Tax-Incentive Review Council of Miami County.

James S. Wilcox 57 JAMES S. WILCOX has been a director of the Bank since 1996. He
is the retired vice president of finance and chief financial
officer for PMI Food Equipment Group headquartered in Troy. Mr.
Wilcox serves on the boards of MVPS, and Tropitone Corporation.
He served as an Advisory Board member from 1989 until 1996 when
he was appointed to the full board.

CONTINUING DIRECTORS WITH TERMS EXPIRING 2007

Thomas E. Robinson 73 THOMAS E. ROBINSON has been a director of the Bank since 1996.
He is a retired executive. Mr. Robinson is active in a number
of charitable boards and foundations including the Ruth Lyons
Children's Fund, and is a past member of the Troy Foundation.
He is also an Ambassador for Upper Valley Medical Center. He
served as an Advisory Board member from 1995 until 1996 when he
was appointed to the full board.

Donald Cooper 76 DONALD COOPER has been a director of the Bank since 1989. He is
the president of Captor Corporation, Tipp City, Ohio, a
manufacturer of specialized electronic components. Mr. Cooper
is also a member of the Tipp City Rotary Club and supports Tipp
City community projects.

Richard W. Klockner 75 RICHARD W. KLOCKNER has been a director of the Bank since 1996.
He is owner and president of Klockner & Associates, a civil
engineering company located in Troy. Mr. Klockner is a member
of the Miami County Home Builders Association, Professional
Land Surveyors of Ohio, and the Ohio Society of Professional
Engineers. He served as an advisory board member from 1985
until 1996 when he was appointed to the full board.

ITEM 2 RATIFICATION OF AUDITORS

The Board of Directors, upon the recommendation of its Audit Committee,
has appointed BKD, LLP to serve as our independent auditors for 2004 and is
seeking the ratification of the appointment of BKD, LLP by our shareholders.

Representatives of BKD, LLP will be present at the Annual Meeting to
answer questions. They will also have the opportunity to make a statement if
they desire to do so.

FEES

The aggregate fees billed for professional services rendered for the
Company by BKD, LLP for the years ended June 30, 2004, and 2003 were as follows:

2004 2003
---- ----

Audit Fees $ 45,220 $ 36,830
Audit-Related Fees 2,700 4,675
Tax Fees 7,605 6,065
All Other Fees 0 76,502
-------- ---------
Total $ 55,525 $ 124,072
======== =========

The Audit Fees for the years ended June 30, 2004 and 2003, were for
professional services rendered in connection with the audits of the consolidated
financial statements of the Company and assistance with the review of documents
filed with the OTS and the SEC.

The Audit Related Fees for the years ended June 30, 2004 and 2003, were
mainly for assurance and related services in connection with quarterly financial
information filed with the OTS and the SEC.

The Tax Fees for the years ended June 30, 2004 and 2003, were for services
related to tax compliance, including the preparation of income tax returns.

All Other Fees were for services rendered in connection with the Company's
internal audit. Pursuant to the Sarbanes-Oxley Act of 2002, and SEC rules
promulgated thereunder regarding the provision of non-audit services, the
Company's Audit Committee engaged Professional Bank Services to provide internal
audit services during fiscal year 2004. BKD, LLP did not provide the Company any
other services for the years ended June 30, 2004 and 2003.

The Board has established pre-approval policies and procedures with
respect to engagement of accountants to render audit and non-audit services. All
auditing services and non-audit services provided by BKD, LLP, for the year
ending 2004, have been approved by the audit committee.

The Audit Committee of the Board believes that the non-audit services
provided by BKD, LLP are compatible with maintaining that firm's independence.

The affirmative vote of a majority of votes cast on this proposal, without
regard to abstentions or broker "non-votes," is required for the ratification of
the appointment of BKD, LLP.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF
THE ABOVE NAMED AUDITORS UNDER ITEM 2.

SECURITY OWNERSHIP OF DIRECTORS, NOMINEES FOR DIRECTORS
MOST HIGHLY COMPENSATED EXECUTIVE OFFICERS AND
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP

The following table indicates, as of the Record Date the number and
percentage of outstanding common shares beneficially owned by each Director of
the Company, by each nominee for election to the Board of Directors, and by all
Directors and executive officers of the Company as a group.

Common Stock
Beneficially Owned(1)
--------------------
Name Amount Percent
---- ------ -------

Ronald B. Scott 520,420 (2) 7.13%
Thomas E. Robinson 361,568 (2) 4.97%
William J. McGraw 300,184 (2) 4.11%
Donald Cooper 284,978 (2) 3.91%
Richard W. Klockner 241,756 (2) 3.31%
James S. Wilcox 106,848 (2) 1.46%

All Directors and executive officers as
a group 1,859,373 25.48%

(1) Except as otherwise noted, all beneficial ownership is direct and each
beneficial owner exercised sole voting and investment power over the
shares.

(2) Rule 13d-3(d)(1) under the Securities Exchange Act of 1934 requires the
inclusion in "beneficial ownership" of shares of common stock which may be
acquired by the exercise of options within 60 days. President Scott has
immediately exercisable options to acquire 320,650 shares; Mr. Robinson
has immediately exercisable options to acquire 3,000 shares; Mr. McGraw
has immediately exercisable options to acquire 24,820 shares; Mr. Cooper
has immediately exercisable options to acquire 21,820 shares; Mr. Klockner
has immediately exercisable options to acquire 31,500 shares; and, Mr.
Wilcox has immediately exercisable options to acquire 7,500 shares, all of
which amounts are included in their respective holdings. See also
"Principal Holders of Common Stock," above.

EXECUTIVE OFFICERS

In addition to the President and Chief Executive Officer, Ronald B. Scott,
the Company has the following executive officers:

RICHARD J. DUTTON, 41, is Vice President and Treasurer of the Company. Mr.
Dutton joined the Bank as Vice President and Chief Financial Officer in July
2002. Prior to joining the Company, Mr. Dutton was employed by BKD, LLP (and
predecessor firms) for 17 years most recently as the partner in charge of the
Firm's Kentucky/Southern Indiana Financial Institution Practice. He was
appointed by the Board of Directors as Vice President and Treasurer of the
Company in September 2002.

LINDA A. DANIEL, 56, is Secretary of the Company. Ms. Daniel has also served the
Company as Vice President of Marketing since March 1999. Prior to joining the
Bank, Ms. Daniel was employed by Upper Valley Medical Center for 11 years and
served as Vice-President of Communications from 1995 to 1999.

EXECUTIVE COMPENSATION

The following table shows, for the years ended June 30, 2004, 2003 and
2002, the cash compensation paid by the Bank, as well as certain other
compensation paid or accrued for those years, to the Chief Executive Officer and
other executive officers ("Named Executive Officers") who accrued salary and
bonus in excess of $100,000 in fiscal year 2004.

SUMMARY COMPENSATION TABLE

Long Term
Compensation All Other
Annual Compensation Awards Compensation
------------------- ------ ------------
Name and Principal Position Year Salary($) Bonus($) Options ($)(1)
- --------------------------- ---- --------- ------- ------- ------

Ronald B. Scott 2004 $157,246 $38,776 13,500 $4,320
President, Chief 2003 156,000 50,130 13,500 5,083
Executive Officer 2002 154,836 60,522 19,295 3,350
and Director
Richard J. Dutton 2004 114,789 30,100 9,000 2,768
Vice President, 2003 110,000 - 9,000 9,055
Treasurer
Linda A. Daniel 2004 90,233 23,200 6,800 4,403
Secretary 2003 84,695 30,000 6,800 4,470
2002 79,589 20,508 9,014 4,025

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

(1) Represents the value of the allocation at the allocation date to the
Employee Stock Ownership Plan account and Bank's matching contribution to
401(k). In addition, during 2003, Mr. Dutton received $9,055 as
reimbursement for moving expenses and Ms. Daniel receives a $1,000 annual
stipend as Secretary to the Corporation.

STOCK OPTIONS GRANTED IN FISCAL YEAR 2004

The following table sets forth information regarding stock options awarded
each of the named executive officers during fiscal year 2004. These grants are
also reflected in the summary compensation table. The potential realizable
values for the option grants are shown based on compound annual rates of stock
price appreciation of 5% and 10% from the grant date to the expiration date. The
assumed rates of appreciation are prescribed by the proxy rules administered by
the SEC, are for illustration purposes only and they are not intended to predict
future stock prices, which will depend upon market conditions and the Company's
future performance and prospects.

Potential realizable value
at assumed annual rate of stock
% of total price appreciation
options for option term
granted to Exercise ---------------
Options employees in price Expiration
granted fiscal 2004 ($/Share) date 5% ($) 10% ($)
------- ----------- --------- ---- ------ -------

Ronald B. Scott 13,500 30.2% $4.15 10/14/2013 $35,234 $89,289
Richard J. Dutton 9,000 20.1 4.15 10/14/2013 23,489 59,526
Linda A. Daniel 6,800 15.2 4.15 10/14/2013 17,747 44,975

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

This table gives information for options exercised by each of the named
executive officers in fiscal 2004 and the value (stock price less exercise
price) of the remaining unexercised options held by such officers as of June 30,
2004.

Number of securities Value of unexercised
underlying unexercised in-the-money options
options at 6/30/04(#) at 6/30/04($)(1)

Shares acquired Value Exercisable/ Exercisable/
Name on exercise(#) realized ($) unexercisable unexercisable
- ---- -------------- ------------ ------------- -------------

Ronald B. Scott 48,000 $151,143 320,650/27,000 $638,631/$608
Richard J. Dutton - - 0/18,000 -/6,660
Linda A. Daniel - - 22,264/13,600 10,342/5,032

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

(1) An option is "in-the-money" if the fair value of the underlying shares
exceed the market price of the option. The figure represents the value of
the unexercised options, determined by multiplying the number of
unexercised options by the difference between the exercise price of the
option and the $4.16 market price for the common shares on June 30, 2004.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee reviews the compensation levels of the
executive officers, including the Chief Executive Officer, each year. The
Compensation Committee utilizes independent surveys of compensation of officers
in the thrift industry, taking into account comparable asset bases and
geographic locations. Based on the foregoing factors, the Compensation Committee
establishes the compensation of the Chief Executive Officer and the overall
budget for compensation of all other executive officers.

COMPENSATION POLICIES TOWARD EXECUTIVE OFFICERS GENERALLY

The Compensation Committee's executive compensation policies are designed
to provide competitive levels of compensation that will attract and retain
qualified executives and will reward individual performance, initiative and
achievement, while enhancing overall corporate performance and shareholder
value. The compensation program for executive officers consists of three
elements - a base salary component, a performance cash bonus and a grant of
stock options.

The objectives of the performance bonuses are to motivate and reward the
executive officers in connection with the accomplishment of annual objectives of
the Company, to reinforce a strong performance orientation with differentiation
and variability in individual awards based on contribution to annual and
long-range business results and to provide a competitive compensation package
that will attract, reward and retain individuals of the highest quality.
Performance bonuses are granted based upon objectives set by management.

The objectives of the stock options are to motivate and reward the
executive officers based on each individual's contribution to the total
performance of the Company and to reinforce a strong performance orientation.

DETERMINATION OF CEO'S COMPENSATION

Mr. Scott's compensation was based upon an evaluation of his performance
by the Company's Compensation Committee, as well as the Company's long-term
performance measured by earnings, capital growth, return on assets, return on
equity, asset quality and total shareholder return. The Board of Directors also
evaluated past stated objectives developed by the Compensation Committee and Mr.
Scott and his success in achieving these objectives. These objectives included
measuring The Company's performance against its peer group in total shareholder
return, return on assets, return on equity, earnings and asset quality of the
Company. The Compensation Committee believes that the level of compensation paid
to Mr. Scott in 2004 was fair and reasonable when compared with compensation
levels in the thrift industry reported in various independent surveys. The
compensation earned by Mr. Scott in fiscal year 2004 reflects the significant
management and leadership responsibilities required of him and the effective
manner in which those responsibilities were fulfilled.

COMPENSATION COMMITTEE
Thomas E. Robinson
James S. Wilcox
Donald Cooper

COMPENSATION COMMITTEE INTERLOCKS

During the last fiscal year, no member of the Compensation Committee was a
current or former executive officer or employee of the Company or had a
reportable business relationship with the Company.

PERFORMANCE GRAPH

The following graph and table show the cumulative total return on the
Company's (prior to 2002 the Bank's) common shares for the last five fiscal
years ended June 30, 2004, compared to the cumulative total return of (i) the
SNL Securities All Publicly Traded Thrifts Index and (ii) the Russell 2000
Index.

Cumulative total return on the shares or the indices equals the total
increase in value since June 30, 1999, assuming reinvestment of all dividends
paid on the shares or the index, respectively. The graph and table were prepared
assuming that $100 was invested at the closing price on June 30, 1999 in the
Banks shares and in each of the indices. The shareholder returns shown on the
performance graph are not necessarily indicative of the future performance of
the Company's shares or of any particular index.

STOCK PERFORMANCE

[PERFORMANCE GRAPH]

Peoples Ohio Financial
PRICING DATE Corporation* Ohio Thrift Russell 2000
- ------------ ---------------------- ----------- ------------

6/30/1999 100.00 100.77 100.00
6/30/2000 48.05 71.14 114.32
6/29/2001 35.26 89.47 115.10
6/28/2002 40.09 102.88 105.09
6/30/2003 51.46 107.19 103.37
6/30/2004 52.45 130.76 137.86

* Prior to June 30, 2002, the financial performance is that of the Bank.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee for the year ended June 30, 2004 was comprised of
three Directors: Messrs. Wilcox, Cooper, and Klockner. Members of the Company's
Audit Committee are considered "independent" under Rule 4200(a)(15) of the
National Association of Securities Dealers' listing standards. The Board has
determined that Mr. Wilcox qualifies as an "audit committee financial expert" as
defined by SEC rules. The Audit Committee is responsible for overseeing the
Company's accounting functions and controls, as well as recommending to the
Board of Directors an accounting firm to audit the Company's financial
statements. The Board of Directors has adopted a written charter for the Audit
Committee, which was included as an Appendix to the Company's 2002 Proxy
Statement.

In connection with the audited financial statements contained in the
Company's 2004 Annual Report on Form 10-K for the fiscal year ended June 30,
2004 the Audit Committee reviewed and discussed the audited financial statements
with management and BKD, LLP. The Audit Committee discussed with BKD, LLP the
matters required to be discussed by SAS 61 (Codification of Statements on
Auditing Standards, AU Section 380). The Audit Committee has also received the
written disclosures and the letter from BKD, LLP required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees)
and has discussed with them their independence.

Based on its review of the financial statements and its discussions with
management and the representative of BKD, the Audit Committee did not become
aware of any material misstatements or omissions in the financial statements.
Accordingly, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Annual Report on Form 10-K for
the year ended June 30, 2004, to be filed with the Securities and Exchange
Commission.

Audit Committee
James S. Wilcox
Donald Cooper
Richard W. Klockner

INDEPENDENT PUBLIC ACCOUNTANTS

BKD, LLP conducted the independent audit of the Company for the year ended
June 30, 2004, and the Board of Directors has selected BKD as the independent
accountant of the Company for the fiscal year ending June 30, 2004. Management
of the Company expects that a representative of BKD will be present at the
Annual Meeting and will have the opportunity to make a statement and respond to
appropriate questions.

TRANSACTIONS WITH DIRECTORS AND OFFICERS

Currently, the Bank makes loans to Directors who are not full-time
employees of the Bank and or Company in the ordinary course of business and on
the same terms and conditions, including interest rates and collateral, as those
of comparable loans to other persons. The Bank also has a policy whereby it will
make loans to its full-time employees, including Directors and employees who are
full-time employees, at an interest rate that is 1% less than the interest rate
charged for comparable loans to other persons. This 1% reduction in interest
rate is subject to the condition that the employees sign an agreement that the
interest rate will be increased by 1% should the employee's employment with the
Bank terminate for any reason.

The following table sets forth certain information regarding loans made on
terms more favorable than those offered to the public to executive officers and
Directors of Company whose indebtedness to the Company exceeded $60,000 at any
time since July 1, 2004:

Largest
balance
Rate during year Balance at
Date of ended June 30,
Name Position Originated Loan Type Interest 6/30/03 2004
- ----------------- --------------- ---------- --------------------- -------- ----------- ----------

Ronald B. Scott President, CEO 11/2/93 Mortgage (Residence) 6.000% $ 44,718 $ 38,018
3/29/01 Equity Line of Credit 3.750% 88,749 59,450
10/03/03 Line of Credit 8.50% 5,000 -

Richard J. Dutton Vice President, 8/9/02 Mortgage (Residence) 5.50% 393,268 384,949
Chief Financial 8/9/02 Equity Line of Credit 4.50% 28,000 14,499
Officer 1/15/03 Line of Credit 8.50% 250 -

Linda A. Daniel Vice President, 3/27/98 Mortgage (Residence) 5.650% 180,749 -
9/28/00 Automobile 7.500% 12,387 -
5/30/01 Equity Line of Credit 3.750% 39,905 -
1/15/03 Line of Credit 8.50% - -
4/15/04 Mortgage (Residence) 4.00% 222,000 219,598
6/07/04 Consumer 4.00% 18,746 18,746

None of the outstanding loans to Directors and executive officers involve
more than the normal risk of collectibility or present other unfavorable
features, and all are current in their payments.

RELATED PARTY TRANSACTIONS

In fiscal year 2004, Dungan & LeFevre Co., L.P.A., the law firm in which
William J. McGraw, a Director of the Company and of the Bank, is an attorney and
President, performed legal services related to loan transactions, paid by
borrowers of the Bank totaling $22,880, services primarily related to litigation
in which the Bank was involved totaling $28,038 and annual retainer and non
litigation related services to the Bank and Company totaling $24,426.

Title Safe Agency, Inc., is a real estate title insurance agency
wholly-owned by Dungan & LeFevre. In fiscal year 2004, Title Safe Agency
performed services for the Company related to loan transactions, such as title
insurance and commitments, title examinations and post-closing services.
Borrowers of the Bank paid Title Safe Agency $143,000 for services related to
their loan transactions.

SHAREHOLDER PROPOSALS

Any proposal which a shareholder wishes to have included in the Company's
proxy materials for the Company's Annual Meeting of shareholders to be held in
2005 must be received at the main office of the Company at 635 South Market
Street, Troy, Ohio 45373, no later than June 2, 2005. The Board of Directors
will review each proposal so received to determine if it satisfies the criteria
established by applicable law for inclusion in the Company's 2005 proxy
materials.

On May 21, 1998, the Securities and Exchange Commission adopted an
amendment to Rule 14a-4, as promulgated under the Securities and Exchange Act of
1934. The amendment to 14a-4(c)(1) governs the Company's use of its
discretionary proxy voting authority with respect to a shareholder proposal
which the shareholder has not sought to include in the Company's proxy
statement. The amendment provides that if a proponent of a proposal fails to
notify the Company at least 45 days prior to the month and day of mailing of the
prior year's proxy statement, then the management proxies will be allowed to use
their discretionary voting authority when the proposal is raised at the meeting,
without any discussion of the matter in the proxy statement.

With respect to the Company's 2005 annual meeting of shareholders, if the
Company is not provided notice of a shareholder proposal which the shareholder
has not previously sought to include in the Company's proxy statement by August
15, 2005, the management proxies will be allowed to use their discretionary
authority as outlined above.

REVOCABLE PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
PEOPLES OHIO FINANCIAL CORPORATION

PEOPLES OHIO FINANCIAL CORPORATION ANNUAL MEETING OF SHAREHOLDERS
October 26, 2004

The undersigned shareholder of Peoples Ohio Financial Corporation (the
"Company") hereby constitutes and appoints Ronald B. Scott, Donald Cooper and
William J. McGraw, III, or any one of them, as the proxy or proxies of the
undersigned with full power of substitution and resubstitution, to vote at the
Annual Meeting of Shareholders of the Corporation to be held at Edison Community
College, 1973 Edison Drive, Piqua, Ohio, on October 26, 2004, at 3:00 p.m.
Eastern Time (the "Annual Meeting"), all of the shares of the Company's common
stock which the undersigned is entitled to vote at the Annual Meeting, or at any
adjournment thereof, on each of the following proposals, all of which are
described in the accompanying Prospectus/Proxy Statement:

1. The election of three directors:

[ ] FOR all nominees (except as [ ] WITHHOLD authority to vote for
marked to the contrary below): all nominees listed below:

William J. McGraw, III
Ronald B. Scott
James S. Wilcox

2. The Board of Directors, upon the recommendation of its Audit Committee,
has appointed BKD, LLP to serve as our independent auditors for 2005 and
is seeking the ratification of the appointment of BKD, LLP by our
shareholders:

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. In their discretion, upon such other business as may properly come before
the Annual Meeting or any adjournments thereof:

[ ] FOR [ ] AGAINST [ ] ABSTAIN

The Board of Directors recommends a vote "FOR" the proposals listed above.

UNLESS THIS PROXY IS REVOKED, THE COMMON SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED AS DIRECTED. WHERE NO INSTRUCTIONS ARE INDICATED, PROXIES SOLICITED BY
THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF THE PROPOSALS STATED ABOVE.

IMPORTANT: PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.

At the present time, the Board of Directors knows of no other business to
be presented at the Annual Meeting.

All Proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of the Annual Meeting of Shareholders of the Company and
of the accompanying Proxy Statement is hereby acknowledged.

Please sign exactly as your name appears on your Stock Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should give
their full titles.

____________________________ ______________________________
Signature Signature

____________________________ ______________________________
Print or Type Name Print or Type Name

Dated: _____________________ Dated: _______________________

PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.