SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the quarterly period ended March 31, 2001

                                       or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

            For the transition period from ___________ to ___________

                         Commission file number 0-20908

                         PREMIER FINANCIAL BANCORP, INC.
             (Exact name of registrant as specified in its charter)

            Kentucky                                             61-1206757
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

        115 N. Hamilton Street
         Georgetown, Kentucky                                       40324
(address of principal executive officer)                          (Zip Code)

         Registrant's telephone number                          (502) 863-1955

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to filing
requirements for the past 90 days. Yes X No __

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.

         Common stock - 5,232,230 shares outstanding at May 11, 2001.












PART I  - FINANCIAL INFORMATION

Item 1.  Financial Statements

The accompanying information has not been audited by independent public
accountants; however, in the opinion of management such information reflects all
adjustments necessary for a fair presentation of the results for the interim
period. All such adjustments are of a normal and recurring nature.

The accompanying financial statements are presented in accordance with the
requirements of Form 10-Q and consequently do not include all of the disclosures
normally required by generally accepted accounting principles or those normally
made in the registrant's annual Form 10-K filing. Accordingly, the reader of the
Form 10-Q may wish to refer to the registrant's Form 10-K for the year ended
December 31, 2000 for further information in this regard.

Index to consolidated financial statements:

         Consolidated Balance Sheets.......................................    3
         Consolidated Statements of Income ................................    4
         Consolidated Statements of Comprehensive Income ..................    5
         Consolidated Statements of Cash Flows.............................    6
         Notes to Consolidated Financial Statements........................    7

























                         PREMIER FINANCIAL BANCORP, INC.
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2001 AND DECEMBER 31, 2000
                             (DOLLARS IN THOUSANDS)

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


                                                                                    (UNAUDITED)
                                                                                       2001               2000
                                                                                       ----               ----
                                                                                                     
ASSETS
Cash and due from banks                                                           $      20,610      $       23,339
Interest earning balances with banks                                                         61                 737
Federal funds sold                                                                       40,226              21,087
Investment securities
   Available for sale                                                                   156,280             176,494
   Held to maturity                                                                           -              17,906
Loans                                                                                   523,224             595,947
   Unearned interest                                                                       (274)               (371)
    Allowance for loan losses                                                            (7,953)             (7,821)
                                                                                  -------------      --------------
        Net loans                                                                       514,997             587,755
Federal Home Loan Bank and Federal Reserve Bank stock                                     4,266               4,476
Premises and equipment, net                                                              13,613              15,474
Real estate and other property acquired through foreclosure                               2,734               3,116
Interest receivable                                                                       7,920              10,144
Goodwill and other intangibles                                                           18,353              22,856
Other assets                                                                              6,739               6,548
                                                                                  -------------      --------------
   Total assets                                                                   $     785,799      $      889,932
                                                                                  =============      ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
   Non-interest bearing                                                           $      63,426      $       74,438
   Time deposits, $100 and over                                                          90,265             105,490
   Other interest bearing                                                               474,792             548,484
                                                                                  -------------      --------------
     Total deposits                                                                     628,483             728,412
Securities sold under agreements to repurchase                                           11,135              20,553
Federal Home Loan Bank advances                                                          30,923              30,687
Other borrowed funds                                                                     20,000              20,000
Interest payable                                                                          2,821               3,901
Other liabilities                                                                         5,164               1,799
                                                                                  -------------      --------------
   Total liabilities                                                                    698,526             805,352

Guaranteed preferred beneficial interests in Company's debentures                        28,750              28,750

Stockholders' equity
   Preferred stock, no par value; 1,000,000 shares authorized;
     none issued or outstanding                                                               -                   -
   Common stock, no par value; 10,000,000 shares authorized;
     5,232,230 shares issued and outstanding                                              1,103               1,103
   Surplus                                                                               43,445              43,445
   Retained earnings                                                                     13,375              12,151
   Accumulated other comprehensive income                                                   600                (869)
                                                                                  -------------      --------------
     Total stockholders' equity                                                          58,523              55,830
                                                                                  -------------      --------------
       Total liabilities and stockholders' equity                                 $     785,799      $      889,932
                                                                                  =============      ==============

- --------------------------------------------------------------------------------
          See Accompanying Notes to Consolidated Financial Statements
                                                                             3.


                         PREMIER FINANCIAL BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                   THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                      (IN THOUSANDS EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

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



                                                                                       2001               2000
                                                                                       ----               ----
                                                                                                     
Interest income
  Loans, including fees                                                             $    12,580      $    13,359
  Investment securities
    Taxable                                                                               2,442            2,416
    Tax-exempt                                                                              302              357
  Federal funds sold and other                                                              472              479
                                                                                    -----------      -----------
    Total interest income                                                                15,796           16,611

Interest expense
   Deposits                                                                               7,645            7,663
   Debt and other borrowings                                                              1,797            1,862
                                                                                    -----------      -----------
     Total interest expense                                                               9,442            9,525

Net interest income                                                                       6,354            7,086
Provision for possible loan losses                                                          632            1,385
                                                                                    -----------      -----------
Net interest income after provision for
   possible loan losses                                                                   5,722            5,701

Non-interest income
   Service charges                                                                          526              492
   Insurance commissions                                                                     39              117
   Investment securities gains                                                              180                1
   Gain on the sale of subsidiary's banking operations                                    3,418                -
   Other                                                                                    399              376
                                                                                    -----------      -----------
                                                                                          4,562              986
Non-interest expenses
   Salaries and employee benefits                                                         3,032            3,283
   Occupancy and equipment expenses                                                         772              772
   Amortization of intangibles                                                              337              393
   Other expenses                                                                         1,944            1,672
                                                                                    -----------      -----------
                                                                                          6,085            6,120
                                                                                    -----------      -----------
Income before income taxes                                                                4,199              567
Provision for income taxes                                                                2,975              120
                                                                                    -----------      -----------

Net income                                                                          $     1,224      $       447
                                                                                    ===========      ===========

Earnings per share                                                                  $       .23      $       .09
Earnings per share assuming dilution                                                $       .23      $       .09
Weighted average shares outstanding                                                       5,232            5,232


- --------------------------------------------------------------------------------
          See Accompanying Notes to Consolidated Financial Statements
                                                                             4.


                        PREMIER FINANCIAL BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                   THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                 (IN THOUSANDS)
                                   (UNAUDITED)

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


                                                                                       2001               2000
                                                                                       ----               ----
                                                                                                     
Net Income                                                                          $     1,224      $       447

Other comprehensive income (loss), net of tax:
   Unrealized gains and (losses) arising during
     the period                                                                     $     1,588      $      (216)
   Reclassification of realized amount                                                     (119)              (1)
                                                                                    -----------      -----------
Net change in unrealized gain (loss) on
       securities                                                                         1,469             (217)
                                                                                    -----------      -----------

Comprehensive income                                                                $     2,693      $       230
                                                                                    ===========      ===========


- --------------------------------------------------------------------------------
          See Accompanying Notes to Consolidated Financial Statements
                                                                             5.




                        PREMIER FINANCIAL BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                 (IN THOUSANDS)
                                   (UNAUDITED)

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


                                                                                     2001               2000
                                                                                     ----               ----
                                                                                                   
Cash flows from operating activities
   Net income                                                                   $       1,224      $         447
   Adjustments to reconcile net income to net cash
     from operating activities
       Depreciation                                                                       342                329
       Provision for loan losses                                                          632              1,385
       Amortization, net                                                                  214                304
       FHLB stock dividends                                                               (69)               (74)
       Investment securities losses (gains), net                                         (180)                (1)
       Gain on the sale of subsidiary's banking operations                             (3,418)                 -
  Changes in
     Interest Receivable                                                                  625                572
     Other assets                                                                      (1,031)              (156)
     Interest Payable                                                                    (625)               105
     Other liabilities                                                                  3,365                (18)
                                                                                -------------      -------------
       Net cash from operating activities                                               1,079              2,893

Cash flows from investing activities
   Purchases of securities available for sale                                         (48,871)           (19,137)
   Proceeds from sales of securities available for sale                                10,602                500
   Proceeds from maturities and calls of securities available
     for sale                                                                          66,356              8,230
   Purchases of securities held to maturity                                                 -               (958)
   Proceeds from maturities and calls of securities held
     to maturity                                                                            -                505
   Purchases of FHLB stock                                                               (172)                (7)
   Redemption of FHLB stock                                                               451                  -
   Net change in federal funds sold                                                   (19,139)            (1,616)
   Net change in loans                                                                 (7,150)            (4,627)
   Purchases of premises and equipment, net                                              (115)              (355)
   Proceeds from sale of other real estate acquired
     through foreclosure                                                                  530                258
   Net cash received (paid) related to acquisitions                                    (7,178)                 -
                                                                                -------------      -------------
     Net cash from investing activities                                                (4,686)           (17,207)

Cash flows from financing activities
   Net change in deposits                                                               8,584             11,369
   Advances from Federal Home Loan Bank                                                17,220              4,600
   Repayment of Federal Home Loan Bank advances                                       (16,984)            (6,940)
   Net change in agreements to repurchase securities                                   (8,618)               508
   Dividends paid                                                                           -               (784)
                                                                                -------------      -------------
     Net cash from financing activities                                                   202              8,753
                                                                                -------------      -------------
Net change in cash and cash equivalents                                                (3,405)            (5,561)

Cash and cash equivalents at beginning of period                                       24,076             29,861
                                                                                -------------      -------------

Cash and cash equivalents at end of period                                      $      20,671      $      24,300
                                                                                =============      =============

- --------------------------------------------------------------------------------
          See Accompanying Notes to Consolidated Financial Statements
                                                                             6.



                        PREMIER FINANCIAL BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

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

NOTE  1 - BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Premier Financial
Bancorp, Inc. (the Company) and its wholly owned subsidiaries:


                                                                                 Year            March 31, 2001
                                                                               Acquired              Assets
                                                                               --------              ------
                                                                                                 (In Thousands)
                                                                                           
Citizens Deposit Bank & Trust               Vanceburg, Kentucky                 1991            $   120,088
Bank of Germantown                          Germantown, Kentucky                1992                 29,646
Citizens Bank (Kentucky), Inc.              Georgetown, Kentucky                1995                110,798
Farmers Deposit Bank                        Eminence, Kentucky                  1996                144,299
The Sabina Bank                             Sabina, Ohio                        1997                 54,914
Ohio River Bank                             Ironton, Ohio                       1998                 70,985
The Bank of Philippi, Inc.                  Philippi, West Virginia             1998                 79,778
Boone County Bank, Inc.                     Madison, West Virginia              1998                151,803


The Company also has a data processing subsidiary,  Premier Data Services, Inc.,
the PFBI Capital Trust  subsidiary as discussed in Note 7, and a loan  servicing
subsidiary,  Mt. Vernon Financial  Holdings,  Inc., the successor to Bank of Mt.
Vernon. All intercompany transactions and balances have been eliminated.

NOTE  2 - BUSINESS COMBINATIONS

On January 26, 2001,  the Company  disposed of all the  deposits  (approximately
$109 million), the majority of loans (approximately $79 million),  approximately
$12.5  million  of  investment   securities   and  the  premises  and  equipment
(approximately  $1.6  million)  of the Bank of Mt.  Vernon  under the terms of a
Purchase and Assumption Agreement. As a result of this transaction,  the banking
charter of the Bank of Mt.  Vernon has been  relinquished  and the  Company  has
agreed  to not  compete  in the  markets  previously  served  by the Bank of Mt.
Vernon.

NOTE  3 - REGULATORY MATTERS

On September 29, 2000,  the Company  entered into an agreement  with the Federal
Reserve Bank (FRB) that prohibits the Company from paying dividends or incurring
any additional debt without the prior written approval of the FRB. Additionally,
the  agreement  requires  the  Company to develop and  monitor  compliance  with
certain operational  policies designed to strengthen Board of Director oversight
including credit administration, liquidity, internal audit and loan review.

- --------------------------------------------------------------------------------
                                   CONTINUED
                                                                             7.


                        PREMIER FINANCIAL BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

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

NOTE  3 - REGULATORY MATTERS (Continued)

Two of the  Company's  subsidiaries,  Citizens  Deposit Bank & Trust and Bank of
Germantown,  have entered into similar  agreements with their respective primary
regulators which, among other things,  prohibit the payment of dividends without
prior  written  approval  and  requires  significant  changes  in  their  credit
administration policies.

These agreements,  which require periodic reporting,  will remain in force until
the  regulators are satisfied that the Company and the banks have fully complied
with the terms of the agreement.

NOTE  4 - SECURITIES

Amortized cost and fair value of investment  securities,  by category,  at March
31, 2001 are summarized as follows:


                                                                           (In Thousands)
                                                   Amortized        Unrealized        Unrealized           Fair
                                                      Cost             Gains            Losses             Value
                                                      ----             -----            ------             -----
                                                                                                 
Available for sale
  U. S. Treasury securities                     $        2,300    $           31   $            -    $         2,331
  U. S. agency securities                              121,367               537              (67)           121,837
  Obligations of states and political
     Subdivisions                                       20,163               562               (3)            20,722
  Mortgage-backed securities                             9,984                 2              (32)             9,954
  Other equity securities                                1,555                 2             (121)             1,436
                                                --------------    --------------   --------------    ---------------
     Total available for sale                   $      155,369    $        1,134   $         (223)   $       156,280
                                                ==============    ==============   ==============    ===============


Upon adoption of Financial Accounting Standards Board Statement 133 on January
1, 2001, all of the Company's securities classified as held to maturity were
re-classified as available for sale.

Amortized cost and fair value of investment securities, by category, at December
31, 2000 are summarized as follows:


                                                                           (In Thousands)
                                                   Amortized        Unrealized        Unrealized           Fair
                                                      Cost             Gains            Losses             Value
                                                      ----             -----            ------             -----
                                                                                                
Available for sale
  U. S. Treasury securities                     $        3,345    $           13   $           (1)   $         3,357
  U. S. agency securities                              155,045               232           (1,389)           153,888
  Obligations of states and political
     Subdivisions                                        7,016               117               (1)             7,132
  Mortgage-backed securities                             9,478                 -             (159)             9,319
  Preferred  stock                                       2,000                 -                -              2,000
  Other securities                                         925                 -             (127)               798
                                                --------------    --------------   --------------    ---------------
     Total available for sale                   $      177,809    $          362   $       (1,677)   $       176,494
                                                ==============    ==============   ==============    ===============

- --------------------------------------------------------------------------------
                                   CONTINUED
                                                                             8.



                        PREMIER FINANCIAL BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

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

NOTE  4 - SECURITIES (Continued)


                                                                           (In Thousands)
                                                   Amortized        Unrealized        Unrealized           Fair
                                                      Cost             Gains            Losses             Value
                                                      ----             -----            ------             -----
                                                                                                
Held to maturity
  U. S. agency securities                                1,233                 4               (7)             1,230
  Obligations of states and political
     Subdivisions                                       16,656               378              (31)            17,003
  Mortgage-backed securities                                17                 -               (1)                16
                                                --------------    --------------   ---------------   ---------------
     Total held to maturity                     $       17,906    $          382   $          (39)   $        18,249
                                                ==============    ==============   ==============    ===============


NOTE  5 - LOANS

Major classifications of loans at March 31, 2001 and December 31, 2000 are
summarized as follows:


                                                                                           2001              2000
                                                                                           ----              ----
                                                                                                (In Thousands)
                                                                                                     
Commercial, secured by real estate                                                    $    111,807     $    149,733
Commercial, other                                                                           83,645           86,069
Real estate construction                                                                    19,428           24,774
Residential real estate                                                                    195,705          211,662
Agricultural                                                                                11,304           13,817
Consumer and home equity                                                                    99,852          108,646
Other                                                                                        1,483            1,246
                                                                                      ------------     ------------
                                                                                      $    523,224     $    595,947
                                                                                      ============     ============



NOTE  6 - ALLOWANCE FOR LOAN LOSSES

Changes in the  allowance  for loan losses for the three  months ended March 31,
2001 and 2000 are as follows:



                                                                                          2001             2000
                                                                                          ----             ----
                                                                                                        
Balance, beginning of period                                                          $      7,821     $      6,812
Net charge-offs                                                                               (500)            (571)
Provision for loan losses                                                                      632            1,385
                                                                                      ------------     ------------

Balance, end of period                                                                $      7,953     $      7,626
                                                                                      ============     ============


- --------------------------------------------------------------------------------
                                   CONTINUED
                                                                             9.



                        PREMIER FINANCIAL BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

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

NOTE  7 - GUARANTEED PREFERRED BENEFICIAL INTERESTS IN COMPANY'S
              SUBORDINATED DEBENTURES

Guaranteed preferred  beneficial  interests in Company's  debentures  (Preferred
Securities)  represent  preferred  beneficial  interests  in the  assets of PFBI
Capital  Trust  (Trust).  The Trust  holds  certain  9.75%  junior  subordinated
debentures   due  June  30,  2027  issued  by  the  Company  on  June  9,  1997.
Distributions on the Preferred  Securities is payable at an annual rate of 9.75%
of the stated liquidation amount of $25 per Capital Security, payable quarterly.
Cash  distributions on the Preferred  Securities are made to the extent interest
on the debentures is received by the Trust.  In the event of certain  changes or
amendments  to  regulatory  requirements  or federal  tax rules,  the  Preferred
Securities  are  redeemable in whole.  Otherwise,  the Preferred  Securities are
generally  redeemable  by the  Company  in whole or in part on or after June 30,
2002 at 100% of the  liquidation  amount.  The  Trust's  obligations  under  the
Preferred Securities are fully and unconditionally guaranteed by the Company.

NOTE  8 - STOCKHOLDERS' EQUITY

The  Company's  principal  source of funds for  dividend  payments is  dividends
received from the  subsidiary  Banks.  Banking  regulations  limit the amount of
dividends that may be paid without prior approval of regulatory agencies.  Under
these regulations, the amount of dividends that may be paid in any calendar year
is limited to the current  year's net  profits,  as defined,  combined  with the
retained  net  profits  of the  preceding  two  years,  subject  to the  capital
requirements and additional  restrictions as discussed  below.  During 2001, the
Banks could,  without prior approval,  declare  dividends of approximately  $2.3
million  plus  any  2001  net  profits  retained  to the  date  of the  dividend
declaration.

The Company and the subsidiary Banks are subject to various  regulatory  capital
requirements  administered  by the  federal  banking  agencies.  Failure to meet
minimum  capital  requirements  can  initiate  certain  mandatory  and  possibly
additional discretionary actions by regulators that, if undertaken, could have a
direct  material  effect on the Company's  financial  statements.  Under capital
adequacy  guidelines and the regulatory  framework for prompt corrective action,
the  Company  and  the  Banks  must  meet  specific   guidelines   that  involve
quantitative  measures of their  assets,  liabilities,  and certain  off-balance
sheet items as calculated under regulatory accounting practices.

These quantitative measures established by regulation to ensure capital adequacy
require the Company and Banks to maintain  minimum amounts and ratios (set forth
in the  following  table)  of  Total  and  Tier I  capital  (as  defined  in the
regulations)  to  risk-weighted  assets (as defined),  and of Tier I capital (as
defined) to average assets (as defined).  Management  believes,  as of March 31,
2001,  the  Company  and  the  Banks  meet  all  quantitative  capital  adequacy
requirements to which they are subject.

- --------------------------------------------------------------------------------
                                   CONTINUED
                                                                            10.



                        PREMIER FINANCIAL BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

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

NOTE  8 - STOCKHOLDERS' EQUITY (Continued)

Shown below is a summary of regulatory capital ratios for the Company:


                                                                                          Regulatory
                                                 March 31,           December 31,           Minimum
                                                   2001                  2000            Requirements
                                                   ----                  ----            ------------
                                                                                     
Tier I Capital (to Risk-Weighted Assets)           11.5%                  9.0%                4.0%
Total Capital (to Risk-Weighted Assets)            14.8%                 12.0%                8.0%
Tier I Capital (to Average Assets)                  7.4%                  6.1%                4.0%


The  capital  amounts  and  classifications  are  also  subject  to  qualitative
judgments by the regulators.  As a result of these  qualitative  judgments,  the
Company and two of the Company's  subsidiaries have entered into agreements with
the applicable regulatory authorities which provide for additional  restrictions
on their  respective  capital  levels and the payment of dividends.  The Company
entered into an agreement  with the Federal  Reserve Bank (FRB) on September 29,
2000  restricting the Company from declaring or paying  dividends  without prior
approval from the FRB. An additional  provision of this agreement requires prior
approval from the FRB before the Company  increases its borrowings or incurs any
debt. This agreement is in effect until terminated by the FRB.

Citizens Deposit Bank (Citizens)  entered into a Written  Agreement with the FRB
on September 29, 2000  restricting  Citizens from declaring or paying  dividends
without prior approval. This agreement is in effect until terminated by the FRB.
Citizens Tier I capital to average assets was 9.1% at March 31, 2001.

Bank of  Germantown  (Germantown)  entered into an  agreement  with the Kentucky
Department of Financial  Institutions  (KDFI) and the Federal Deposit  Insurance
Corporation  (FDIC) on June 13, 2000  restricting  Germantown  from declaring or
paying  dividends,  without  prior  approval,  if its Tier I capital  to average
assets falls below 8%. This agreement is in effect until  terminated by the KDFI
and FDIC.  Germantown's  Tier I capital to average  assets was 6.6% at March 31,
2001.

As of March 31, 2001, the most recent notification from the Federal Reserve Bank
categorized the Company and its subsidiary banks as well  capitalized  under the
regulatory  framework for prompt  corrective  action.  To be categorized as well
capitalized,  the  Company  must  maintain  minimum  Total  risk-based,  Tier  I
risk-based and Tier I leverage ratios as set forth in the preceding table. There
are no conditions or events since that  notification  that  management  believes
have changed the Company's category.


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

                                                                            11.








Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations
- --------------------------------------------------------------------------------

         A.     Results of Operations

     Net income for the three  months  ended  March 31, 2001 was  $1,224,000  or
$0.23 per share  compared  to net income of  $447,000 or $0.09 per share for the
three months  ended March 31,  2000.  This  $777,000  increase is primarily  the
result of the  $625,000 net gain (after tax)  realized  from the sale of Bank of
Mt.  Vernon's  banking  operations.  Excluding  the net gain on the sale and the
operations  of the Bank of Mt.  Vernon,  Premier's  net income  for the  quarter
ending  March 31,  2001 was  $545,000,  or $0.10 per  share.  This  compares  to
Premier's net income for the quarter  ending March 31, 2000,  net of the Bank of
Mt. Vernon's operations, of $323,000 or $0.06 cents per share.

     Results for the quarter  reflect  charges for  amortization of goodwill and
other  intangibles  associated with cash  acquisitions  totaling $255,000 (after
tax) as  compared  to  $311,000  (after  tax) in the same  period for 2000.  Not
including  these charges and the net gain on the sale,  net income for the first
quarter 2001 was $854,000 or $0.16 per share versus  $758,000 or $0.14 per share
in 2000.

     Net interest income  decreased  $732,000 to $6,354,000 for the three months
ended March 31, 2001 compared to $7,086,000 for the same period in 2000. This is
primarily due to the decrease in earning assets associated with the sale of Bank
of Mt.  Vernon's  banking  operations.  Net interest margin for the three months
ending March 31, 2001 was approximately  3.55% as compared to 3.73% for the same
period in 2000.  This  decrease in net interest  margin is the result  primarily
from an increase in shorter  term assets  which are at lower rates from the same
period last year due to the recent drop in market interest rates. The annualized
returns on stockholders'  equity and on average assets were approximately  8.48%
and .61% for the three  months  ended March 31, 2001  compared to 3.45% and .21%
for the same period in 2000. Excluding the net gain (after tax) from the sale of
the operations of the Bank of Mt. Vernon, the annualized returns on stockholders
equity and on average  assets  were  approximately  4.15% and .30% for the three
months ended March 31, 2001.

     Non-interest income increased  $3,576,000 to $4,562,000 for the first three
months  of 2001  compared  to  $986,000  for the  first  three  months  of 2000.
Excluding the gain on sale of  subsidiary's  banking  operations of  $3,418,000,
non-interest  income  increased  $158,000 or 16.0%, for the quarter ending March
31, 2001 compared to the same period for 2000.

     Non-interest  expenses for the first quarter of 2001 totaled  $6,085,000 or
3.0% of average assets on an annualized  basis compared to $6,120,000 or 2.9% of
average assets for the same period of 2000. Contributing to this decrease is the
exclusion of the Bank of Mt.  Vernon's  operations for a partial quarter in 2001
versus its inclusion for the full quarter for 2000.  This decrease was partially
offset  by  increased  costs   associated   with   heightened   levels  of  risk
identification and controls.

     Income tax expense was $2,975,000 for the first quarter of 2001 compared to
$120,000 for the first  quarter of 2000.  The increase in income tax expense can
be primarily attributed to the $2,792,000 tax effect associated with the gain on
sale of subsidiary's  banking operations.  The annualized effective tax rate for
the period ended March 31, 2001 was 70.9%,  compared to the 21.2%  effective tax
rate for the same period in 2000. This is primarily due to the elimination of

                                                                            12.



intangibles associated with the Company's acquisition of the Bank of Mt. Vernon.
The expensing of this  intangible  was a non-taxable  event thereby  raising the
annualized effective tax rate for the quarter ended March 31, 2001.

         B.     Financial Position

     Total assets  decreased  $104.1 million or 11.7% to $785.8 million from the
$889.9  million on December 31, 2000.  This  decrease can be  attributed  to the
decrease in assets of  approximately  $110 million  associated  with the sale of
Bank of Mt.  Vernon's  banking  operations.  Exclusive of the assets involved in
this sale total  assets  increased  approximately  $5.5  million,  or .7%,  when
comparing March 31, 2001 to December 31, 2000.

     Earning assets decreased to $723.8 on March 31, 2001 from $816.3 million on
December 31, 2000, a decrease of $92.5 million,  or 11.3%.  This decrease can be
attributed  to the  decrease  in earning  assets of  approximately  $92  million
associated with the sale of Bank of Mt. Vernon' s banking operations.  Exclusive
of the  earning  assets  involved  in  this  sale,  total  earning  assets  were
essentially unchanged from December 31, 2000 to March 31, 2001.

     Cash and cash  equivalents  at March 31, 2001 were $20.7  million or a $3.3
million  decrease  from  $24.0  million on  December  31,  2000.  Fed funds sold
increased  to $40.2  million  from  $21.1  million  during the same  period;  an
increase of $19.1 million.

     Total  loans at March  31,  2001 were  $522.9  million  compared  to $595.6
million at December 31, 2000, a decrease of $72.7 million.  This decrease can be
attributed  to the  approximately  $79 million of loans  included in the sale of
Bank of Mt. Vernon's banking operations. Exclusive of the loans involved in this
sale, total loans increased  approximately $6.8 million, or 1.4%, when comparing
March 31, 2001 to December 31, 2000.

     Deposits  totaled  $628.5 million as of March 31, 2001, a decrease of $99.9
million,  or 13.7%,  from the December 31, 2000 amount of $728.4  million.  This
decrease can be  attributed  to the decrease in deposits of  approximately  $109
million  associated  with the sale of Bank of Mt. Vernon's  banking  operations.
Exclusive of the deposits  involved in this sale, total deposits  increased $8.1
million, or 1.3%, when comparing March 31, 2001 to December 31, 2000.


                                                                            13.



     The following  table sets forth  information  with respect to the Company's
nonperforming assets at March 31, 2001 and December 31, 2000.


                                                                   (In Thousands)
                                                             2001                 2000
                                                             ----                 ----
                                                                            
Non-accrual loans                                       $        8,871        $      7,840
Accruing loans which are contractually
   past due 90 days or more                                      3,009               2,196
Restructured                                                       762                 689
                                                        --------------        ------------
     Total non-performing loans                                 12,642              10,725
Other real estate acquired through
    Foreclosure                                                  2,734               3,116
                                                        --------------        ------------
     Total non-performing assets                        $       15,376        $     13,841

Non-performing loans as a percentage
      of total loans                                             2.42%               1.80%

Non-performing assets as a percentage
     of total assets                                             1.96%               1.56%


     The provision for possible loan losses and net chargeoffs were $632,000 and
$500,000 for the first  quarter of 2001  compared to  $1,385,000  and  $571,000,
respectively,  for the first quarter of 2001.  The decrease in the provision for
loan losses was prompted  primarily  by a reduction in overall loan growth.  The
allowance for loan losses at March 31, 2001 was 1.52% of total loans as compared
to 1.31% at December 31, 2000.  This increase in the percentage of allowance for
loan losses to total loans can be primarily attributed to the reduction in total
loans associated with the sale of Bank of Mt. Vernon's banking operations.

     Nonperforming  loans  increased to $12.6 million as of March 31, 2001, when
compared to the $10.7 million on December 31, 2000. This increase in conjunction
with the  decrease  in total  loans,  resulted  in the  increase of the ratio of
nonperforming  loans to total loans from 1.80% on December  31, 2000 to 2.42% on
March 31, 2001.

     The  Company  retained   approximately  $20  million  of  loans  that  were
previously serviced and held by Bank of Mt. Vernon.  These loans are now held in
the Company's subsidiary,  Mt. Vernon Financial Holdings,  Inc. Exclusive of the
nonperforming  loans  associated with Bank of Mt. Vernon or Mt. Vernon Financial
Holdings,  Inc., total  nonperforming  loans decreased  approximately  4.3% from
December 31, 2000 to March 31, 2001.

         C.     Liquidity

     Liquidity  objectives  for  the  Company  can  be  expressed  in  terms  of
maintaining   sufficient   cash  flows  to  meet  both  existing  and  unplanned
obligations in a cost effective manner. Adequate liquidity allows the Company to
meet the demands of both the borrower and the  depositor on a timely  basis,  as
well as pursuing other business  opportunities  as they arise.  Thus,  liquidity
management  embodies  both an asset and  liability  aspect while  attempting  to
maximize profitability. In order to provide for funds on a current and long-term
basis, the Company's subsidiary banks rely primarily on the following sources:

                                                                            14.


         1.     Core deposits consisting of both consumer and commercial
                deposits and certificates of deposit of $100,000 or more.
                Management believes that the majority of its $100,000 or more
                certificates of deposit are no more volatile than its other
                deposits. This is due to the nature of the markets in which the
                subsidiaries operate.

         2.     Cash flow generated by repayment of loans and interest.

         3.     Arrangements with correspondent banks for purchase of unsecured
                federal funds.

         4.     The sale of securities under repurchase agreements and borrowing
                from the Federal Home Loan Bank.

         5.     Maintenance  of an adequate  available-for-sale  security
                portfolio.  The Company owns $156.3 million of securities at
                market value as of March 31, 2001.

     The  cash  flow  statements  for the  periods  presented  in the  financial
statements  provide an indication  of the Company's  sources and uses of cash as
well as an  indication  of the  ability of the  Company to  maintain an adequate
level of liquidity.

         D.     Capital

     At March 31, 2001, total shareholders'  equity of $58.5 million was 7.4% of
total consolidated  assets. This compares to total shareholders' equity of $55.8
million or 6.3% of total consolidated assets on December 31, 2000.

     Tier I capital totaled $58.8 million at March 31, 2001,  which represents a
Tier I leverage ratio of 7.4%.

     Book value per share was $11.19 at March 31,  2001,  and $10.67 at December
31, 2000.  An increase in unrealized  gain on securities  available for sale was
primarily responsible for the increase in accumulated other comprehensive income
and corresponding  increase in book value per share.  Also,  contributing to the
increase in book value per share, as well as total shareholders' equity, was the
retention of earnings in the amount of $1,224,000.

     The  Company  declared a first  quarter  dividend  of $0.15 per  share,  or
$784,835  during the quarter ended March 31, 2000. The Company did not declare a
first quarter 2001 dividend.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
- -------------------------------------------------------------------

     The  Company  currently  does  not  engage  in any  derivative  or  hedging
activity.  Refer to the  Company's  2000 10-K for analysis of the interest  rate
sensitivity.  The Company believes there have been no significant changes in the
interest rate sensitivity since previously reported on the Company's 2000 10-K.

                                                                            15.



PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                 None

Item 2.  Changes in Securities                                             None

Item 3.  Defaults Upon Senior Securities                                   None

Item 4.  Submission of Matters to a vote of Security Holders               None

Item 5.  Other Information                                                 None

Item 6.  Exhibits and Reports on Form 8-K
         (a)  Exhibits

              Exhibit No.                      Description of Document
                  27                           Financial Data Schedules

         (b)  Reports on Form 8-K              Form 8-K dated February 12, 2001,
                                               reporting the consummation of a
                                               Purchase and Assumption Agreement
                                               involving the Company's
                                               affiliate, Bank of Mt. Vernon.



                                                                            16.





                                   SIGNATURES



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

                                                 PREMIER FINANCIAL BANCORP, INC.



Date: May 14, 2001                               /s/ Marshall T. Reynolds
                                                 -------------------------------
                                                 Marshall T. Reynolds
                                                 Chairman of the Board



Date: May 14, 2001                               /s/ Gardner E. Daniel
                                                 -------------------------------
                                                 Gardner E. Daniel
                                                 President & Chief Executive
                                                    Officer


Date: May 14, 2001                               /s/ Edward Barnes
                                                 -------------------------------
                                                 Edward Barnes
                                                 Vice President & Chief
                                                    Financial Officer



                                                                            17.






Exhibit No. 27
Financial Data Schedules
Article 9

MULTIPLIER   1000

                          
PERIOD TYPE                 3-mos
FISCAL-YEAR-END             Dec-31-2001
PERIOD-START                Jan-01-2001
PERIOD-END                  Mar-31-2001
CASH                        20,610
INT-BEARING-DEPOSITS        61
FED-FUNDS-SOLD              40,226
TRADING ASSETS              0
INVESTMENTS-HELD-FOR-SALE   156,280
INVESTMENTS-CARRYING        0
INVESTMENTS-MARKET          0
LOANS                       522,950
ALLOWANCE                   7,953
TOTAL-ASSETS                785,799
DEPOSITS                    628,483
SHORT-TERM                  48,361
LIABILITIES-OTHER           7,985
LONG-TERM                   42,447
PREFERRED-MANDATORY         0
PREFERRED                   0
COMMON                      1,103
OTHER-SE                    57,420
TOTAL-LIABILTIES-AND-EQUITY 785,799
INTEREST-LOAN               12,580
INTEREST-INVEST             2,744
INTEREST-OTHER              472
INTEREST-TOTAL              15,796
INTEREST-DEPOSIT            7,645
INTEREST-EXPENSE            9,442
INTEREST-INCOME-NET         6,354
LOAN-LOSSES                 632
SECURITIES-GAINS            180
EXPENSE-OTHER               6,085
INCOME-PRETAX               4,199
INCOME-PRE-EXTRAORDINARY    1,224
EXTRAORDINARY               0
CHANGES                     0
NET-INCOME                  1,224
EPS-BASIC                   .23
EPS-DILUTED                 .23
YIELD-ACTUAL                3.55 F1
LOANS-NON                   8,871
LOANS-PAST                  3,009
LOANS-TROUBLED              762
LOANS-PROBLEM               0
ALLOWANCE-OPEN              7,821
CHARGE-OFFS                 658
RECOVERIES                  158
ALLOWANCE-CLOSE             7,953
ALLOWANCE-DOMESTIC          7,953
ALLOWANCE-FOREIGN           0
ALLOWANCE-UNALLOCATED       618

F1 Computed as tax-equivalent basis