As filed with the Securities and Exchange Commission on July 30, 2002

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                          SECURITIES ACT OF 1933

                        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 Identification No.)
 incorporation or organization)

      150 N. Hamilton Street
      Georgetown, Kentucky                         40324
(Address of Principal Executive Offices)          Zip Code

PREMIER FINANCIAL BANCORP, INC. 2002 EMPLOYEE STOCK OWNERSHIP INCENTIVE PLAN
                       (Full Title of the Plan)

         Robert W. Walker, President and Chief Executive Officer
           115 N. Hamilton Street, Georgetown, Kentucky 40324
                   (Name and address of agent for service)

                              (502) 863-1955
      (Telephone number, including area code, of agent for service)


                      CALCULATION OF REGISTRATION FEE

                                    Proposed       Proposed
                                    maximum        maximum
                      Amount        offering       aggregate  Amount of
Title of Securities   to be         price          offering   registration
to be registered      registered    per share(1)   price      fee
Common Stock          500,000      $7.385         $3,692,500  $340
no par value

(1)  Estimated solely for purpose of computing the registration fee based
     upon the average of the high and low trade prices of the Common Stock
     as reported on the NASDAQ NMS on July 29, 2002.

                                                       Page 1 of 11 pages.

Exhibit Index on page II-8.
<PAGE>
                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   Incorporation of Documents by Reference.

     Premier Financial Bancorp, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2001, and all other reports filed
with the Securities and Exchange Commission (the "Commission")
pursuant to the requirements of Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 since that date are hereby
incorporated by reference.

     The "Description of Capital Stock" contained in Registration
Statement on Form S-1 under the Securities Act of 1933 filed with
the Securities and Exchange Commission on February 28, 1996, File
No. 333-1702,as amended by Amendment No. 2 filed April 18, 1996,
is hereby incorporated by reference.

     Any definitive Proxy Statement or Information Statement
filed pursuant to Section 14 of the Securities Exchange Act of
1934 and all reports which may be filed with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 subsequent to the date hereof prior to the
completion of the offering contemplated hereby, shall also be
deemed to be incorporated herein by reference and to be made a
part hereof from the date of filing such documents.


ITEM 4.   Description of Securities.

     Not Applicable.

ITEM 5.   Interests of Named Experts and Counsel.

     Not Applicable.

ITEM 6.   Indemnification of Directors and Officers.

     Section 271B.2-020(2)(d) of Kentucky Business Corporation
Act (the "Act") enables a Kentucky corporation to provide in its
articles of incorporation, and the Registrant has so provided in
its Articles of Incorporation, for the elimination or limitation
of the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of his fiduciary
duty as a director; provided, however, that a director's
liability is not eliminated or limited: (1) for any transaction
in which the director's personal financial interest is in
conflict with the financial interests of the corporation or its
<PAGE>
shareholders; (2) for acts or omissions not in good faith or
which involve intentional misconduct or are known to the director
to be a violation of law; (3) for any vote or assent to an
unlawful distribution to shareholders as prohibited under Section
271B.8-330 of the Act (which imposes liability on directors for
payments of dividends, purchases, redemptions or other
acquisitions of shares, and distributions of indebtedness that
are unlawful); or (4) for any transaction from which the director
derived an improper personal benefit.

     Section 271B.8-510 of the Act permits the indemnification by
a corporation of any director who is made party to a threatened,
pending or completed action, suit or proceeding because he is or
was a director of such corporation. To be eligible for
indemnification, such person must have conducted himself in good
faith and reasonably believed that his conduct, if undertaken in
his official capacity with the corporation, was in the
corporation's best interests, and, if not in his official
capacity, was at least not opposed to the corporation's best
interests. In the case of a criminal proceeding, the director
must also not have reasonable cause to believe his conduct was
unlawful. A director may not be indemnified under the above-
referenced section in connection with a proceeding by or in the
right of the corporation in which the director was adjudged
liable to the corporation or in connection with any other
proceeding charging improper personal benefit by him, whether or
not involving action in his official capacity, in which he was
adjudged liable on the basis that personal benefit was improperly
received by him.

     Indemnification permitted under Section 271B.8-510 of the
Act in connection with a proceeding by or in the right of the
corporation shall be limited to reasonable expenses incurred in
connection with the proceeding.

     Section 271B.8-560 of the Act provides that a Kentucky
corporation may indemnify its officers, employees and agents to
the same extent as directors. Mandatory indemnification against
reasonable expenses incurred in connection with a proceeding is
provided for by the Act, unless otherwise limited by the
corporation's articles of incorporation, where a director or
officer has been wholly successful on the merits or otherwise, in
the defense of any proceeding to which he was a party because he
is or was a director or officer of the corporation. A court of
competent jurisdiction may also order indemnification if the
director is fairly and reasonably entitled thereto in view of all
relevant circumstances, whether or not he met the applicable
standard of conduct or was adjudged liable to the corporation.
The Act provides that indemnification pursuant to its provisions
is not exclusive of other rights of indemnification to which a
<PAGE>
person may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise.
Additionally, the Act provides that a corporation may purchase
and maintain insurance on behalf of directors, officers,
employees and agents of the corporation against liability
asserted against or incurred by such party in their respective
capacity with the corporation.

     Article X of the Registrant's Articles of Incorporation and
Article VIII of the Registrant's By-Laws require Registrant to
indemnify its directors and officers to the fullest extent
permitted by the Act.

ITEM 7.   Exemption from Registration Claimed.

     Not Applicable

ITEM 8.   Exhibits.

     See the Exhibit Index attached hereto.

ITEM 9.   Undertakings.

     A.   The undersigned Registrant, PREMIER FINANCIAL BANCORP,
INC. hereby undertakes:

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

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

provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are in
corporated by reference in this registration statement.

     (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.
<PAGE>
     (3)  To remove from registration by means of a post-
          effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

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

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

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in
Georgetown, Kentucky, on July 30, 2002.

                         PREMIER FINANCIAL BANCORP, INC.


                         By   /s/ Robert S. Walker
                            Robert S. Walker
                            President and Chief Executive Officer


                         By   /s/ Brien M. Chase
                            Brien M. Chase
                            Chief Financial Officer and
                             Principal Accounting Officer
<PAGE>

                       POWER OF ATTORNEY


     We, the undersigned officers and directors of Premier
Financial Bancorp, Inc., hereby severally constitute and appoint
Robert W. Walker, or in his absence, Brien M. Chase, our true and
lawful attorneys-in-fact and agents, with full power of substitu
tion and resubstitution, for us and in our stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement and all
documents relating thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing neces
sary or advisable to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

     WITNESS our hands and common seal on the dates set forth
below.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.



July 17, 2002               /s/ Toney K. Adkins
                         Toney K. Adkins, Director


July 17, 2002               /s/ Hosmer A. Brown, III
                         Hosmer A. Brown, III, Director


July 17, 2002               /s/ Edsel R. Burns
                         Edsel R. Burns, Director


July 17, 2002               /s/ E. V. Holder, Jr.
                         E. V. Holder, Jr., Director

July ___, 2002
                         Wilburn M. Jenkins, Director
<PAGE>

July 17, 2002               /s/ Keith F. Molihan
                         Keith F. Molihan, Director


July 17, 2002               /s/ Marshall T. Reynolds
                         Marshall T. Reynolds, Director


July 17, 2002               /s/ Neal W. Scaggs
                         Neal W. Scaggs, Director


July 17, 2002               /s/ Robert W. Walker
                         Robert W. Walker, Director


July 17, 2002               /s/ Thomas Wright
                         Thomas Wright, Director

<PAGE>
                         EXHIBIT INDEX


                FORM S-8 REGISTRATION STATEMENT
                PREMIER FINANCIAL BANCORP, INC.


Exhibit No.      Description of Exhibit       Sequential Page No.

5              Opinion of Huddleston, Bolen,          II-9
               Beatty, Porter & Copen, LLP
               as to legality

23.1           Consent of Crowe, Chizek               II-10
               and Company LLP

23.2           Consent of Huddleston, Bolen,          II-9
               Beatty, Porter & Copen, LLP is
               contained in Exhibit 5

25             Power of attorney is contained         II-6
               elsewhere in Part II of this
               Registration Statement


<PAGE>

                                                                   Exhibit 5





July 29, 2002

Premier Financial Bancorp, Inc.
115 N. Hamilton Street
Georgetown, KY 40324

    RE:  Form S-8 Registration Statement

Gentlemen:

   This opinion is rendered in connection with the Form S-8 Registration
Statement (the "Registration Statement") which has been filed by Premier
Financial Bancorp, Inc. (the "Registrant"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
proposed offering and sale of up to 500,000 shares of common stock of the
Registrant, no par value (the "Stock") potentially issuable pursuant to
the Registrant's 2002 Employee Stock Ownership Incentive Plan (the "Plan").

    We are of the opinion that:

    (1) The Stock, when issued in connection with the Plan in accordance
with the terms set forth therein, will be validly issued, fully paid and
non-assessable; and

    (2) No personal liability for the liabilities of the Registrant attaches
to the ownership of such Stock under the laws of the Commonwealth of Kentucky.

    We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference of our firm under the caption
"Legal Opinion" in the Prospectus forming a part of the Registration Statement.


                                  Very truly yours,

                                  /s/ Thomas J. Murray

                                  Huddleston, Bolen, Beatty,
                                    Porter & Copen, LLP

TJM:cgd

<PAGE>

                                                                Exhibit 23.1





                         CONSENT OF INDEPENDENT AUDITORS


We hereby consent to the incorporation by reference of Form 10-K in this
Registration Statement on Form S-8 which includes our report, dated
February 15, 2002, on the consolidated balance sheets of Premier Financial
Bancorp, Inc. as of December 31,  2001 and 2002, and the related consolidated
statements of income and comprehensive income, changes in stockholders'
equity and cash flows for each of the three years in the period ended
December 31, 2001.


                                    /s/ Crowe, Chizek and Company LLP

                                   Crowe, Chizek and Company LLP



Lexington, Kentucky
July 30, 2002
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{"company-data": {"conformed-name": "PREMIER FINANCIAL BANCORP INC", "cik": "0000887919", "assigned-sic": "6022", "irs-number": "611206757", "state-of-incorporation": "KY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97327", "film-number": "02714577"}, "business-address": {"street1": "115 N HAMILTON ST", "street2": "P O BOX 1485", "city": "GEORGETOWN", "state": "KY", "zip": "40324", "phone": "5028631955"}}
As filed with the Securities and Exchange Commission on July 30, 2002

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                          SECURITIES ACT OF 1933

                        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 Identification No.)
 incorporation or organization)

      150 N. Hamilton Street
      Georgetown, Kentucky                         40324
(Address of Principal Executive Offices)          Zip Code

PREMIER FINANCIAL BANCORP, INC. 2002 EMPLOYEE STOCK OWNERSHIP INCENTIVE PLAN
                       (Full Title of the Plan)

         Robert W. Walker, President and Chief Executive Officer
           115 N. Hamilton Street, Georgetown, Kentucky 40324
                   (Name and address of agent for service)

                              (502) 863-1955
      (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

                                    Proposed       Proposed
                                    maximum        maximum
                      Amount        offering       aggregate  Amount of
Title of Securities   to be         price          offering   registration
to be registered      registered    per share(1)   price      fee
Common Stock          500,000      $7.385         $3,692,500  $340
no par value

(1)  Estimated solely for purpose of computing the registration fee based
     upon the average of the high and low trade prices of the Common Stock
     as reported on the NASDAQ NMS on July 29, 2002.

                                                       Page 1 of 11 pages.

Exhibit Index on page II-8.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   Incorporation of Documents by Reference.

     Premier Financial Bancorp, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2001, and all other reports filed
with the Securities and Exchange Commission (the "Commission")
pursuant to the requirements of Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 since that date are hereby
incorporated by reference.

     The "Description of Capital Stock" contained in Registration
Statement on Form S-1 under the Securities Act of 1933 filed with
the Securities and Exchange Commission on February 28, 1996, File
No. 333-1702,as amended by Amendment No. 2 filed April 18, 1996,
is hereby incorporated by reference.

     Any definitive Proxy Statement or Information Statement
filed pursuant to Section 14 of the Securities Exchange Act of
1934 and all reports which may be filed with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 subsequent to the date hereof prior to the
completion of the offering contemplated hereby, shall also be
deemed to be incorporated herein by reference and to be made a
part hereof from the date of filing such documents.

ITEM 4.   Description of Securities.

     Not Applicable.

ITEM 5.   Interests of Named Experts and Counsel.

     Not Applicable.

ITEM 6.   Indemnification of Directors and Officers.

     Section 271B.2-020(2)(d) of Kentucky Business Corporation
Act (the "Act") enables a Kentucky corporation to provide in its
articles of incorporation, and the Registrant has so provided in
its Articles of Incorporation, for the elimination or limitation
of the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of his fiduciary
duty as a director; provided, however, that a director's
liability is not eliminated or limited: (1) for any transaction
in which the director's personal financial interest is in
conflict with the financial interests of the corporation or its
shareholders; (2) for acts or omissions not in good faith or
which involve intentional misconduct or are known to the director
to be a violation of law; (3) for any vote or assent to an
unlawful distribution to shareholders as prohibited under Section
271B.8-330 of the Act (which imposes liability on directors for
payments of dividends, purchases, redemptions or other
acquisitions of shares, and distributions of indebtedness that
are unlawful); or (4) for any transaction from which the director
derived an improper personal benefit.

     Section 271B.8-510 of the Act permits the indemnification by
a corporation of any director who is made party to a threatened,
pending or completed action, suit or proceeding because he is or
was a director of such corporation. To be eligible for
indemnification, such person must have conducted himself in good
faith and reasonably believed that his conduct, if undertaken in
his official capacity with the corporation, was in the
corporation's best interests, and, if not in his official
capacity, was at least not opposed to the corporation's best
interests. In the case of a criminal proceeding, the director
must also not have reasonable cause to believe his conduct was
unlawful. A director may not be indemnified under the above-
referenced section in connection with a proceeding by or in the
right of the corporation in which the director was adjudged
liable to the corporation or in connection with any other
proceeding charging improper personal benefit by him, whether or
not involving action in his official capacity, in which he was
adjudged liable on the basis that personal benefit was improperly
received by him.

     Indemnification permitted under Section 271B.8-510 of the
Act in connection with a proceeding by or in the right of the
corporation shall be limited to reasonable expenses incurred in
connection with the proceeding.

     Section 271B.8-560 of the Act provides that a Kentucky
corporation may indemnify its officers, employees and agents to
the same extent as directors. Mandatory indemnification against
reasonable expenses incurred in connection with a proceeding is
provided for by the Act, unless otherwise limited by the
corporation's articles of incorporation, where a director or
officer has been wholly successful on the merits or otherwise, in
the defense of any proceeding to which he was a party because he
is or was a director or officer of the corporation. A court of
competent jurisdiction may also order indemnification if the
director is fairly and reasonably entitled thereto in view of all
relevant circumstances, whether or not he met the applicable
standard of conduct or was adjudged liable to the corporation.
The Act provides that indemnification pursuant to its provisions
is not exclusive of other rights of indemnification to which a
person may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise.
Additionally, the Act provides that a corporation may purchase
and maintain insurance on behalf of directors, officers,
employees and agents of the corporation against liability
asserted against or incurred by such party in their respective
capacity with the corporation.

     Article X of the Registrant's Articles of Incorporation and
Article VIII of the Registrant's By-Laws require Registrant to
indemnify its directors and officers to the fullest extent
permitted by the Act.

ITEM 7.   Exemption from Registration Claimed.

     Not Applicable

ITEM 8.   Exhibits.

     See the Exhibit Index attached hereto.

ITEM 9.   Undertakings.

     A.   The undersigned Registrant, PREMIER FINANCIAL BANCORP,
INC. hereby undertakes:

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

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

provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are in
corporated by reference in this registration statement.

     (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.
(3)  To remove from registration by means of a post-
          effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

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

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

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in
Georgetown, Kentucky, on July 30, 2002.

                         PREMIER FINANCIAL BANCORP, INC.

                         By   /s/ Robert S. Walker
                            Robert S. Walker
                            President and Chief Executive Officer

                         By   /s/ Brien M. Chase
                            Brien M. Chase
                            Chief Financial Officer and
                             Principal Accounting Officer
POWER OF ATTORNEY

     We, the undersigned officers and directors of Premier
Financial Bancorp, Inc., hereby severally constitute and appoint
Robert W. Walker, or in his absence, Brien M. Chase, our true and
lawful attorneys-in-fact and agents, with full power of substitu
tion and resubstitution, for us and in our stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement and all
documents relating thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing neces
sary or advisable to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

     WITNESS our hands and common seal on the dates set forth
below.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

July 17, 2002               /s/ Toney K. Adkins
                         Toney K. Adkins, Director

July 17, 2002               /s/ Hosmer A. Brown, III
                         Hosmer A. Brown, III, Director

July 17, 2002               /s/ Edsel R. Burns
                         Edsel R. Burns, Director

July 17, 2002               /s/ E. V. Holder, Jr.
                         E. V. Holder, Jr., Director

July ___, 2002
                         Wilburn M. Jenkins, Director
July 17, 2002               /s/ Keith F. Molihan
                         Keith F. Molihan, Director

July 17, 2002               /s/ Marshall T. Reynolds
                         Marshall T. Reynolds, Director

July 17, 2002               /s/ Neal W. Scaggs
                         Neal W. Scaggs, Director

July 17, 2002               /s/ Robert W. Walker
                         Robert W. Walker, Director

July 17, 2002               /s/ Thomas Wright
                         Thomas Wright, Director
EXHIBIT INDEX

                FORM S-8 REGISTRATION STATEMENT
                PREMIER FINANCIAL BANCORP, INC.

Exhibit No.      Description of Exhibit       Sequential Page No.

5              Opinion of Huddleston, Bolen,          II-9
               Beatty, Porter & Copen, LLP
               as to legality

23.1           Consent of Crowe, Chizek               II-10
               and Company LLP

23.2           Consent of Huddleston, Bolen,          II-9
               Beatty, Porter & Copen, LLP is
               contained in Exhibit 5

25             Power of attorney is contained         II-6
               elsewhere in Part II of this
               Registration Statement
Exhibit 5

July 29, 2002

Premier Financial Bancorp, Inc.
115 N. Hamilton Street
Georgetown, KY 40324

    RE:  Form S-8 Registration Statement

Gentlemen:

   This opinion is rendered in connection with the Form S-8 Registration
Statement (the "Registration Statement") which has been filed by Premier
Financial Bancorp, Inc. (the "Registrant"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
proposed offering and sale of up to 500,000 shares of common stock of the
Registrant, no par value (the "Stock") potentially issuable pursuant to
the Registrant's 2002 Employee Stock Ownership Incentive Plan (the "Plan").

    We are of the opinion that:

    (1) The Stock, when issued in connection with the Plan in accordance
with the terms set forth therein, will be validly issued, fully paid and
non-assessable; and

    (2) No personal liability for the liabilities of the Registrant attaches
to the ownership of such Stock under the laws of the Commonwealth of Kentucky.

    We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference of our firm under the caption
"Legal Opinion" in the Prospectus forming a part of the Registration Statement.

                                  Very truly yours,

                                  /s/ Thomas J. Murray

                                  Huddleston, Bolen, Beatty,
                                    Porter & Copen, LLP

TJM:cgd
Exhibit 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference of Form 10-K in this
Registration Statement on Form S-8 which includes our report, dated
February 15, 2002, on the consolidated balance sheets of Premier Financial
Bancorp, Inc. as of December 31,  2001 and 2002, and the related consolidated
statements of income and comprehensive income, changes in stockholders'
equity and cash flows for each of the three years in the period ended
December 31, 2001.

                                    /s/ Crowe, Chizek and Company LLP

                                   Crowe, Chizek and Company LLP

Lexington, Kentucky
July 30, 2002