8-K

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                         TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported) December 3, 2004


                         Premier Financial Bancorp, Inc.
            --------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Kentucky
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                 (State or Other Jurisdiction of Incorporation)

                  0-20908                     61-1206757
            --------------------------------------------------------
            (Commission File No.)   (IRS Employer Identification No.)


                2883 Fifth Avenue Huntington, West Virginia 25702
            --------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                                 (304) 525-1600
            --------------------------------------------------------
               Registrant's telephone number, including area code

                                 Not Applicable
  ----------------------------------------------------------------------------
          (Former name or former address, if changes since last report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

  |_|  Written communication pursant to Rule 425 under the Securities Act
       (17 CFR 230.425)

  |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
       (17 CFR 240.14a-12)

  |_|  Pre-commencement communications pursant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))

  |_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))




                    INFORMATION TO BE INCLUDED IN THE REPORT


Item 8.01.  Other Events

     On December 3, 2004, Premier Financial Bancorp, Inc. (Premier) issued a
news release announcing that it received regulatory approval to merge two of
its subsidiary banks, Citizens Deposit Bank & Trust (Citizens Deposit) in
Vanceburg, Kentucky and the Bank of Germantown in Germantown, Kentucky.  The
merger is scheduled to take effect on January 3, 2005.
     The full text of that press release is furnished as Exhibit 99.1.


Item 9.01.  Financial Statements and Exhibits

    (c) Exhibit 99.1 - Press Release dated December 3, 2004.



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


                                  PREMIER FINANCIAL BANCORP, INC.
                                  -------------------------------
                                           (Registrant)


                                   /s/ Brien M. Chase
                                  -----------------------------------
Date: December 6, 2004            Brien M. Chase, Vice President
                                     and Chief Financial Officer





                                  EXHIBIT INDEX


    Exhibit Number                     Description
    --------------                     -------------------------------------
        99.1                           Press Release dated December 3, 2004,
                                        captioned "Citizens Deposit Bank &
                                        Trust Receives Approval to Merge With
                                        Bank of Germantown".

EX-99

NEWS FOR IMMEDIATE RELEASE                          CONTACT: BRIEN M. CHASE, CFO
DECEMBER 3, 2004                                             (304) 525-1600


                 CITIZENS DEPOSIT BANK & TRUST RECEIVES APPROVAL
                        TO MERGE WITH BANK OF GERMANTOWN

PREMIER FINANCIAL BANCORP, INC. (PREMIER), HUNTINGTON, WEST VIRGINIA
(NASDAQ/NMS-PFBI), a $551 million community bank holding company with six bank
subsidiaries, announced that it has received notification from the Federal
Reserve Bank of Cleveland (FRB) indicating approval for the merger of two of its
subsidiary banks, Citizens Deposit Bank & Trust (Citizens Deposit) in Vanceburg,
Kentucky and the Bank of Germantown in Germantown, Kentucky.

The merger, which will be effective on the open of business on Monday, January
3, 2005, will result in a franchise with approximately $110 million in total
assets, $92 million in total deposits and $14 million in total capital. Mike
Mineer, President of Citizens Deposit commented, "We believe the merger will
expand the opportunities for our customers to bank with us while in a larger
geographical area. We expect to take advantage of operational efficiencies and
reduce our combined operating costs. Including our new location in Maysville,
the customers of Citizens Deposit and the Bank of Germantown will have the
convenience of 8 branch locations and 8 ATM locations along the Ohio River and
Kentucky Route 10 from South Portsmouth to Brooksville. Karen Ravencraft,
President of the Bank of Germantown, will become Executive Vice President and
Chief Operating Officer of the resulting bank."

"It is my goal to make the merger as seamless as possible for our customers,"
Ms. Ravencraft said. "Customers will continue to be serviced by the same staff
and additional information regarding the merger will be sent via direct
mailings. Our combined resources will enable us to take advantage of new
technologies and processes emerging in the banking industry."

The approval to merge follows the October 29, 2004 notification of the
termination of a Written Agreement dated September 29, 2000 between Citizens
Deposit and the FRB. The notification indicated that Citizens Deposit had fully
satisfied the provisions of the Written Agreement and that the FRB had
terminated that written agreement. Likewise, in a joint letter dated August 9,
2004, the Federal Deposit Insurance Corporation (FDIC) and the Kentucky Office
of Financial Institutions (KOFI) indicated that the Bank of Germantown had
complied with an agreement between the organizations dated August 21, 2001 and
accordingly that agreement was thereby terminated.

Certain Statements contained in this news release, including without limitation
statements including the word "believes," "anticipates," "intends," "expects" or
words of similar import, constitute "forward-looking statements" within the
meaning of section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Such forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results,
performance or achievements of Premier to be materially different from any
future results, performance or achievements of Premier expressed or implied by
such forward-looking statements. Such factors include, among others, general
economic and business conditions, changes in business strategy or development
plans and other factors referenced in this press release. Given these
uncertainties, prospective investors are cautioned not to place undue reliance
on such forward-looking statements. Premier disclaims any obligation to update
any such factors or to publicly announce the results of any revisions to any of
the forward-looking statements contained herein to reflect future events or
developments.