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

                                   FORM 12b-25

                            SEC File number: 0-49619

                           NOTIFICATION OF LATE FILING

(Check One) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ]
Form 10-D [ ] Form N-SAR [ ] Form N-CSR

                    For Period Ended: December 31, 2005

                    [ ] Transition Report on Form 10-K
                    [ ] Transition Report on Form 20-F
                    [ ] Transition Report on Form 11-K
                    [ ] Transition Report on Form 10-Q
                    [ ] Transition Report on Form N-SAR
                    For the Transition Period Ended: ___________________________

   READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE

    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
                   VERIFIED ANY INFORMATION CONTAINED HEREIN.

 If the notification relates to a portion of the filing checked above, identify
                 the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Peoples Ohio Financial Corporation
Full Name of Registrant

________________________________________________________________________________
Former Name if Applicable

635 South Market Street
Address of Principal Executive Office (STREET AND NUMBER)

Troy, Ohio 45373
City, State and Zip Code



PART II - RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check appropriate box)

[X]  (a)  The reasons described in reasonable detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

[X]  (b)  The subject annual report, semi-annual report, transition report on
          Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
          thereof, will be filed on or before the fifteenth calendar day
          following the prescribed due date; or the subject quarterly report or
          transition report on Form 10-Q or subject distribution report on Form
          10-D, or portion thereof, will be filed on or before the fifth
          calendar day following the prescribed due date; and

[ ]  (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.

     The Registrant's quarterly report on Form 10-Q will be filed on or before
the fifth calendar day following the prescribed due date. The reason for the
delay is that the Registrant had not received confirmation from its independent
auditors prior to the prescribed due date that it had completed its review.

PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification


                            
Richard J. Dutton      (937)           339-5000
     (Name)         (Area Code)   (Telephone Number)


(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such reports been filed? If answer is no
     identify report(s). [X] Yes [ ] No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof? [ ] Yes [X] No

     If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made:



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

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date February 14, 2006                  By /s/ Richard J. Dutton
                                           -------------------------------------
                                           Richard J. Dutton
                                           Chief Financial Officer