SECURITIES AND EXCHANGE
COMMISSIONWashington, D. C. 20549

FORM 10-Q

(Mark One)

/X/ Quarterly Report
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act
of 1934

For the quarterly
period endedJune 30, 2003

OR

/  / Transition Report
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act
of 1934

For the transition
period from  to

Commission File Number
000-50332

PREMIERWEST BANCORP
(Exact name of
registrant as specified in its charter)

| | OREGON                   |  | 93-1282171                             | 
| | ------------------------ |  | -------------------------------------- | 
| | (State of Incorporation) |  | (I.R.S. EmployerIdentification Number) | 

503 Airport RoadP.O. Box 40
Medford, Oregon 97504
(Address of principal
executive offices)(Zip Code)

(541) 618-6003
(Registrants
telephone number, including area code)

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 such filing requirements for the past 90 days.

Yes /X/          
     No /  /

Indicate by check mark
whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).

Yes /X/          
     No /  /

Indicate the number of
shares outstanding of each of the issuers classes of common stock, as of latest
practicable date: 12,152,170 shares as of August 4, 2003.

1

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Disclosure Regarding
Forward-Looking Statements

This report includes forward-looking
statements within the meaning of the safe-harbor provisions of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the
beliefs of the Companys management and on assumptions made by and information
currently available to management. All statements other than statements of historical
fact, regarding the Companys financial position and results of operations, business
strategy and plans and objectives of management for future operations of the Company are
forward-looking statements. When used herein, the words anticipate,
believe, estimate, expect, and intend and
words or phrases of similar meaning, as they relate to the Company or management, are
intended to identify forward-looking statements. Examples of forward-looking statements
include, but are not limited to (i) projections of revenues, income or expenses, earnings
per share, capital expenditures, dividends, capital structure and other financial items,
(ii) statements of the plans and objectives of the Company or its management, or Board of
Directors, including the introduction of new products or services, plans for expansion,
acquisitions or future growth, or estimates or predictions of actions by customers,
vendors, competitors or regulatory authorities, (iii) statements of future economic
performance, and (iv) statements of assumptions underlying other statements about the
Company and its business. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Forward-looking statements are subject to
certain risks and uncertainties, which could cause actual results to differ materially
from those indicated by the forward-looking statements. These risks and uncertainties
include the Companys ability to maintain or expand its market share, net interest
margins, or implement its marketing and growth strategies. Further, actual results may be
affected by the Companys ability to compete on price and other factors with other
financial institutions; customer acceptance of new products and services; general trends
in the banking industry; and, the regulatory environment, as they relate to the
Companys cost of funds and returns on assets. In addition, there are risks inherent
in the banking industry relating to collectibility of loans and changes in interest rates.
The reader is advised that this list of risks is not exhaustive and should not be
construed as any prediction by the Company as to which risks would cause actual results to
differ materially from those indicated by the forward-looking statements.

2

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Form 10-Q
                                                           Table of Contents

|Part I     | FINANCIAL INFORMATION                                                                 |   
|---------- | ------------------------------------------------------------------------------------- | --
|Item 1.    | Financial Statements                                                                  | 4 
|Item 2.    | Management's Discussion and Analysis of Financial Condition and Results of Operations | 15
|Item 3.    | Quantitative and Qualitative Disclosures About Market Risk                            | 19
|Item 4.    | Controls and Procedures                                                               | 19
|Part II    | OTHER INFORMATION                                                                     |   
|Item 1.    | Legal Proceedings                                                                     | 20
|Item 4.    | Submission of Matters to a Vote of Securities Holders                                 | 20
|Item 6.    | Exhibits and Reports on Form 8-K                                                      | 21
|SIGNATURES |                                                                                       | 22

3

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| | PART
I. FINANCIAL INFORMATION
| | -----------------------------

| | ITEM
1.  FINANCIAL STATEMENTS.
| | ------------------------------

# PREMIERWEST BANCORP
AND SUBSIDIARY                        CONSOLIDATED BALANCE SHEETS                           (Dollars
in 000's)

# ASSETS

|                                                               | (Unaudited)June 30,2003 | (Audited)December 31,2002
|-------------------------------------------------------------- | ----------------------- | -------------------------
|Cash and cash equivalents:                                     |                         |                          
|Cash and due from banks                                        | $   21,461              | $   28,952               
|Federal funds sold                                             | 43,447                  | 12,485                   
|                                                               |                         |                          
|Total cash and cash equivalents                                | 64,908                  | 41,437                   
|                                                               |                         |                          
|Interest-bearing deposits with Federal Home Loan Bank          | 3,396                   | 208                      
|Investment securities available-for-sale, at fair market value | 27,423                  | 41,598                   
|Federal Home Loan Bank stock                                   | 1,747                   | 1,696                    
|Other equity investments                                       | 20                      | --                       
|Loans, net of allowance for loan losses and deferred loan fees | 405,241                 | 392,274                  
|Premises and equipment, net of accumulated depreciation       
|and amortization                                               | 18,729                  | 18,725                   
|Goodwill, net of amortization                                  | 6,633                   | 6,633                    
|Accrued interest and other assets                              | 12,751                  | 12,513                   
|                                                               |                         |                          
|TOTAL ASSETS                                                   | $540,848                | $ 515,084                
|                                                               |                         |                          

# LIABILITIES AND
SHAREHOLDERS' EQUITY

|                                                            |          |           
|----------------------------------------------------------- | -------- | ----------
|LIABILITIES                                                 |          |           
|Deposits:                                                  
|Non-interest-bearing demand                                 | $102,684 | $   91,611
|Savings and interest-bearing demand                         | 208,484  | 195,750   
|Time                                                        | 140,202  | 140,976   
|                                                            |          |           
|Total deposits                                              | 451,370  | 428,337   
|Federal Home Loan Bank borrowings                           | 24,406   | 24,847    
|Securities sold under agreements to repurchase              | 8,026    | 8,890     
|ESOP notes payable                                          | --       | 16        
|Accrued interest and other liabilities                      | 4,953    | 3,822     
|                                                            |          |           
|Total liabilities                                           | 488,755  | 465,912   
|                                                            |          |           
|COMMITMENTS AND CONTINGENCIES                              
|SHAREHOLDERS' EQUITY                                       
|Common stock - no par value; 20,000,000 shares authorized; 
|and 12,151,890 and 11,567,559 shares issued and outstanding
|in 2003 and 2002, respectively                              | 38,215   | 33,875    
|Retained earnings                                           | 13,230   | 14,772    
|Unearned ESOP compensation                                  | --       | (16)      
|Accumulated other comprehensive income                      | 648      | 541       
|                                                            |          |           
|Total shareholders' equity                                  | 52,093   | 49,172    
|                                                            |          |           
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  | $540,848 | $ 515,084 
|                                                            |          |           

4See accompanying notes.

---

# PREMIERWEST BANCORP
AND SUBSIDIARY                         CONSOLIDATED STATEMENTS OF INCOME
             (Dollars in 000's, Except for Earnings per Share Data)
                                   (UNAUDITED)

|                                                  | FOR THE THREE MONTHS ENDED | FOR THE SIX MONTHS ENDED
|------------------------------------------------- | -------------------------- | ------------------------
|
|INTEREST AND DIVIDEND INCOME                      |                            |                         
|Interest and fees on loans                        | $7,420                     | $ 7,329                 
|Taxable interest on investment securities         | 205                        | 491                     
|Nontaxable interest on investment securities      | 155                        | 176                     
|Interest on federal funds sold                    | 120                        | 13                      
|Federal Home Loan Bank stock dividends            | 23                         | 24                      
|                                                  |                            |                         
|Total interest income                             | 7,923                      | 8,033                   
|                                                  |                            |                         
|INTEREST EXPENSE                                 
|Deposits:                                        
|Interest-bearing demand and savings               | 439                        | 636                     
|Time                                              | 1,018                      | 1,345                   
|Federal funds purchased and securities sold under
|agreements to repurchase                          | 23                         | 47                      
|Federal Home Loan Bank borrowings and ESOP       
|notes payable                                     | 206                        | 79                      
|                                                  |                            |                         
|Total interest expense                            | 1,686                      | 2,107                   
|                                                  |                            |                         
|NET INTEREST INCOME                               | 6,237                      | 5,926                   
|LOAN LOSS PROVISION                               | 300                        | 295                     
|                                                  |                            |                         
|NET INTEREST INCOME AFTER LOAN                   
|LOSS PROVISION                                    | 5,937                      | 5,631                   
|                                                  |                            |                         
|NON-INTEREST INCOME                              
|Service charges on deposits accounts              | 535                        | 397                     
|Mortgage loan brokerage and other fees            | 519                        | 410                     
|Investment brokerage and annuity fees             | 199                        | 209                     
|Other commissions and fees                        | 206                        | 178                     
|Gains on sales of investment securities, net      | 11                         | 140                     
|Other noninterest income                          | 106                        | 34                      
|                                                  |                            |                         
|Total non-interest income                         | 1,576                      | 1,368                   
|                                                  |                            |                         
|NON-INTEREST EXPENSE                             
|Salaries and employee benefits                    | 2,958                      | 3,114                   
|Net occupancy and equipment                       | 1,015                      | 1,022                   
|Communications                                    | 284                        | 274                     
|Professional fees                                 | 151                        | 215                     
|Advertising                                       | 166                        | 137                     
|Other                                             | 649                        | 564                     
|                                                  |                            |                         
|Total non-interest expense                        | 5,223                      | 5,326                   
|                                                  |                            |                         
|INCOME BEFORE PROVISION FOR INCOME TAXES         
|AND CUMULATIVE EFFECT OF AN                      
|ACCOUNTING CHANGE                                 | 2,290                      | 1,673                   
|PROVISION FOR INCOME TAXES                        | 769                        | 546                     
|                                                  |                            |                         
|NET INCOME BEFORE CUMULATIVE EFFECT              
|OF AN ACCOUNTING CHANGE                           | 1,521                      | 1,127                   
|CUMULATIVE EFFECT OF AN ACCOUNTING               
|CHANGE, NET OF TAX                                | --                         | (99)                    
|                                                  |                            |                         
|NET INCOME                                        | $1,521                     | $ 1,028                 
|                                                  |                            |                         

5See accompanying notes

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# PREMIERWEST BANCORP
AND SUBSIDIARY                         CONSOLIDATED STATEMENTS OF INCOME
             (Dollars in 000's, Except for Earnings per Share Data)
                                   (UNAUDITED)

|                                         | FOR THE THREE MONTHS ENDED | FOR THE SIX MONTHS ENDED
|---------------------------------------- | -------------------------- | ------------------------
|
|BASIC EARNINGS PER COMMON SHARE BEFORE  
|CUMULATIVE EFFECT OF AN                 
|ACCOUNTING CHANGE                        | $  0.12                    | $   0.09                
|                                         |                            |                         
|DILUTED EARNINGS PER COMMON SHARE BEFORE
|CUMULATIVE EFFECT OF AN                 
|ACCOUNTING CHANGE                        | $  0.12                    | $   0.09                
|                                         |                            |                         
|PER SHARE CUMULATIVE EFFECT OF AN       
|ACCOUNTING CHANGE, NET OF TAX            | $     --                   | $(0.01)                 
|                                         |                            |                         
|BASIC EARNINGS PER COMMON SHARE AFTER   
|CUMULATIVE EFFECT OF AN                 
|ACCOUNTING CHANGE                        | $  0.12                    | $   0.08                
|                                         |                            |                         
|DILUTED EARNINGS PER COMMON SHARE AFTER 
|CUMULATIVE EFFECT OF AN                 
|ACCOUNTING CHANGE                        | $  0.12                    | $   0.08                
|                                         |                            |                         

6See accompanying notes

---

# PREMIERWEST BANCORP
AND SUBSIDIARY     CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
        (Dollars in 000's)            (UNAUDITED)

|                                        | Number of shares | Common stock | Retained earnings | Unearned ESOP Compensation | Accumulated other comprehensive income | Total shareholders' equity | Comprehensive Income
|--------------------------------------- | ---------------- | ------------ | ----------------- | -------------------------- | -------------------------------------- | -------------------------- | --------------------
|
|BALANCE - JANUARY 1, 2002               | 10,854,732       | $ 29,480     | $ 14,008          | $(162)                     | $    368                               | $ 43,694                   |                     
|Comprehensive income:                  
|Net income                              |                  | --           | 1,935             | --                         | --                                     | 1,935                      | $   1,935           
|Unrealized loss                        
|on investment securities               
|available-for-sale of $40              
|(net of taxes of $20)                   |                  |              |                   |                            | (40)                                   | (40)                       | (40)                
|Reclassification adjustment            
|for net gains on sales of              
|investment securities                  
|available-for-sale included in         
|net income of $190 (net of             
|taxes of $95)                           |                  | --           | --                | --                         | 190                                    | 190                        | 190                 
|                                        |                  |              |                   |                            |                                        |                            |                     
|Comprehensive income                    |                  |              |                   |                            |                                        |                            | $          2,085    
|                                        |                  |              |                   |                            |                                        |                            |                     
|Stock dividend paid (5%)                | 548,519          | 3,541        | (3,541)           | --                         | --                                     | --                         |                     
|ESOP compensation expense               |                  | 43           | --                | 98                         | --                                     | 141                        |                     
|Tax benefit of stock options exercised  | 162              | --           | --                | --                         | 162                                    |                           
|Stock options exercised                 | 123,942          | 267          | --                | --                         | --                                     | 267                        |                     
|                                        |                  |              |                   |                            |                                        |                            |                     
|BALANCE - JUNE 30, 2002                 | 11,527,193       | $ 33,493     | $ 12,402          | $(64)                      | $    518                               | $ 46,349                  
|                                        |                  |              |                   |                            |                                        |                            |                     
|BALANCE - JANUARY 1, 2003               | 11,567,559       | $ 33,875     | $ 14,772          | $(16)                      | $    541                               | $ 49,172                  
|Comprehensive income:                  
|Net income                              |                  | --           | 2,769             | --                         | --                                     | 2,769                      | $   2,769           
|Unrealized gains                       
|on investment securities               
|available-for-sale of $124             
|(net of taxes of $62)                   |                  | --           | --                | --                         | 124                                    | 124                        | 124                 
|Reclassification adjustment            
|for net gains on sales of              
|investment securities                  
|available-for-sale included in         
|net income of $17 (net of              
|taxes of $9)                            |                  | --           | --                | --                         | (17)                                   | (17)                       | (17)                
|                                        |                  |              |                   |                            |                                        |                            |                     
|Comprehensive income                    |                  |              |                   |                            |                                        |                            | $          2,876    
|                                        |                  |              |                   |                            |                                        |                            |                     
|Stock dividend paid (5%)                | 578,200          | 4,311        | (4,311)           | --                         | --                                     | --                        
|ESOP compensation expense               |                  | 5            | --                | 16                         | --                                     | 21                        
|Tax benefit of stock  options exercised | 10               | --           | --                | --                         | 10                                    
|Stock options exercised                 | 6,131            | 14           | --                | --                         | --                                     | 14                        
|                                        |                  |              |                   |                            |                                        |                            |                     
|BALANCE - JUNE 30, 2003                 | 12,151,890       | $ 38,215     | $ 13,230          | $   --                     | $    648                               | $ 52,093                   |                     
|                                        |                  |              |                   |                            |                                        |                            |                     

7 See accompanying notes

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# PREMIERWEST BANCORP
AND SUBSIDIARY                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Dollars in 000-s)
                                      (UNAUDITED)

|                                                                | FOR THE SIX MONTHS ENDED
|--------------------------------------------------------------- | ------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                           |                         
|Net income                                                      | $   2,769               
|Adjustments to reconcile net income to net cash provided       
|by operating activities:                                       
|Depreciation and amortization                                   | 939                     
|Amortization of premiums                                       
|on investment securities, net                                   | 2                       
|Dividends on Federal Home Loan Bank stock                       | (51)                    
|Net securities gains                                            | (26)                    
|Net gain loss on sale of premises and equipment                 | (15)                    
|Loan loss provision                                             | 600                     
|Recognition of deferred compensation relating to ESOP           | 21                      
|Decrease (increase) in accrued interest and other assets        | 278                     
|Increase (decrease) in accrued interest and other liabilities   | 1,131                   
|                                                                |                         
|Net cash from operating activities                              | 5,648                   
|                                                                |                         
|CASH FLOWS FROM INVESTING ACTIVITIES:                          
|Purchases of investment securities available-for-sale           | (5,989)                 
|Proceeds from sales of investment securities available-for-sale | 1,024                   
|Proceeds from calls and maturities of investment               
|securities available-for-sale                                   | 19,335                  
|Increase in deposits with FHLB                                  | (3,188)                 
|Increase in other investments                                   | (20)                    
|Loan originations, net                                          | (14,137)                
|Proceeds from sale of premises and equipment                    | 17                      
|Purchase of premises and equipment                              | (945)                   
|                                                                |                         
|Net cash from investing activities                              | (3,903)                 
|                                                                |                         
|CASH FLOWS FROM FINANCING ACTIVITIES:                          
|Net increase (decrease) in deposits                             | 23,033                  
|Net (repayments) borrowings                                     | (1,321)                 
|Proceeds from exercise of stock options                         | 14                      
|                                                                |                         
|Net cash from financing activities                              | 21,726                  
|                                                                |                         
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                | 23,471                  
|CASH AND CASH EQUIVALENTS - Beginning of the period             | 41,437                  
|                                                                |                         
|CASH AND CASH EQUIVALENTS - End of the period                   | $ 64,908                
|                                                                |                         

8 See accompanying notes

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PREMIERWEST BANCORP AND
SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)

June 30, 2003

NOTE 1 - ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

Organization   -  The  accompanying
 consolidated  financial  statements  include the  accounts of  PremierWest  Bancorp and
its        wholly-owned  subsidiary,  PremierWest  Bank  (collectively,  "PremierWest",
 "the Company" or "the Bank").  PremierWest  Bank's        wholly-owned  subsidiaries
 include PremierWest  Investment  Services,  Inc., Premier Finance Company, and Blue Star
Properties,        Inc.

The Bank conducts a general  banking
 business  operating  primarily in Jackson,  Josephine,  Douglas,  and Klamath  counties
of        southern Oregon, and Siskiyou and Shasta counties of northern  California.  Its
activities include the usual lending and deposit        functions of a commercial bank -
commercial, real estate,  installment,  and mortgage loans; checking, time deposit, and
savings        accounts; mortgage loan brokerage services; and automated teller machines
(ATMs) and safe deposit facilities.

Basis of presentation        - The
 consolidated  financial  statements  include  the  accounts of  PremierWest  Bancorp and
its        wholly-owned subsidiary.  All significant intercompany accounts and
transactions have been eliminated in consolidation.

The interim  consolidated  financial
statements are not audited, but include all adjustments that management considers
necessary        for a fair presentation of the Company's financial position and results
of operations for such interim periods.

Balance sheet data as of December
31, 2002 was derived from audited  financial  statements and does not include all
 disclosures        contained  in the 2002  Annual  Report  to  Shareholders.  The
 interim  consolidated  financial  statements  should  be read in        conjunction with
the Company's 2002 consolidated financial statements,  including the notes thereto,
included in the 2002 Annual        Report to  Shareholders.  The reader  should keep in
mind that the results of  operations  for the interim  periods shown in the
       accompanying  consolidated  financial statements are not necessarily indicative of
results for any future interim periods or the        entire fiscal year.

Method of  accounting  and use of
estimates -   The Bank prepares its  consolidated  financial  statements  in  conformity
 with        accounting  principles  generally accepted in the United States of America
and prevailing practices within the banking industry.        The Bank utilizes the
accrual method of accounting, which recognizes income when earned and expenses when
incurred.

The preparation of consolidated
 financial statements in conformity with accounting  principles generally accepted in the
United        States of America  requires  management  to make  estimates  and
 assumptions  that  affect the  reported  amounts of assets and        liabilities,  the
 disclosure of contingent  assets and  liabilities at the date of the financial
 statements,  and the reported        amounts of income and expenses during the reporting
period.  Actual results could differ from those estimates.

Critical  Accounting  Policies -
Various  elements of the Company's  accounting  policies are  inherently  subject to
estimation        techniques,  valuation assumptions and other subjective assessments.
 In particular,  management has identified certain policies        that, due to the
judgments,  estimates and  assumptions  inherent in those  policies,  are critical to an
 understanding  of our        consolidated  financial  statements.  These policies relate
primarily to the  determination of our allowance for loan losses and        the valuation
of goodwill.

There are other  complex  accounting
 standards  that require the Company to employ  significant  judgment in  interpreting
 and        applying  certain of the principles  prescribed by those  standards.  These
 judgments  include the  determination  of whether a        financial  instrument or
other contract  meets the  definition of a derivative  and qualifies for accounting in
accordance  with        Statement of Financial  Accounting  Standards No. 133,
 "Accounting for Derivative  Instruments and Hedging  Activities".  These
       judgments also include significant estimates and assumptions necessary to
determine the disclosure  requirements of Statement of        Financial  Accounting
 Standards No. 123,  "Accounting  for  Stock-Based  Compensation"  and  Statement of
Financial  Accounting        Standards No. 148,  "Accounting  for  Stock-Based
 Compensation - Transition and Disclosure - an Amendment of FASB Statement No.
       123."  These  policies  and  judgments,  estimates  and  assumptions  are
 described  in  greater  detail  in the  Notes  to the        consolidated  financial
 statements included in the Company's 2002 Annual Report on Form 10-K. We believe that
the judgments and        estimates and assumptions used in the preparation of our
 consolidated  financial  statements are appropriate  given the factual
       circumstances  at the  time.  However,  given  the  sensitivity  of our
 consolidated  financial  statements  to these  critical        accounting policies,  the
use of other judgments,  estimates and assumptions could result in material differences
in our results        of operations or financial condition.

Stock  dividends - On  April 18,
2002, the Company  declared a 5% stock dividend payable on June 21, 2002 to its
shareholders of        record June 1,  2002. On March 27, 2003, the Company  declared a
5% stock dividend  payable on June 20, 2003 to its shareholders        of record May 30,
2003. Share and per share data for 2003 and 2002 in the accompanying  consolidated
 financial  statements have        been retroactively restated to reflect the stock
dividend.

Stock options - PremierWest applies
Accounting  Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees,"
and        related  interpretations  in accounting for its stock option plans.  SFAS No.
123,  "Accounting for  Stock-Based  Compensation,"        requires companies,  such as
the Bank, that use the intrinsic value method to account for employee stock options, to
provide pro        forma  disclosures of the net income and earnings per share effect of
applying the fair value-based  method  of  accounting  for         stock  options.

The effect of applying the fair
value-based  method to stock options granted during the six months ended June 30, 2003
and 2002,        resulted in an estimated  weighted-average grant date fair value of
$1.97 and $2.29 for the three months ended June 30, 2003 and        2002 and $1.97 and
$2.17 for the six months  ended June 30, 2003 and 2002.  Had  compensation  cost been
 determined  consistent        with SFAS No. 123, the Company's net

9

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PREMIERWEST BANCORP AND
SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)

June 30, 2003

income and earnings per common
share,  and diluted  earnings per common share for the quarter and six months ended June
30, 2003 and 2002 , would have been as follows (in thousands, except per share amounts):

|                                 | FOR THE THREE MONTHS ENDED | FOR THE SIX MONTHS ENDED |               |              
|-------------------------------- | -------------------------- | ------------------------ | ------------- | -------------
|
|Net income:                      |                            |                          |               |              
|As reported                      | $     1,521                | $     1,028              | $     2,769   | $     1,935  
|Pro forma                        | $     1,480                | $        949             | $     2,728   | $     1,855  
|Basic earnings per common share:
|As reported                      | $        0.12              | $        0.08            | $        0.23 | $        0.16
|Pro forma                        | $        0.12              | $        0.08            | $        0.22 | $        0.15
|Diluted earnings per share:     
|As reported                      | $        0.12              | $        0.08            | $        0.23 | $        0.16
|Pro forma                        | $        0.12              | $        0.08            | $        0.22 | $        0.15

The fair value of each option
granted is estimated on the date of grant using the  Black-Scholes  option pricing model
with the         following assumptions for June 30, 2003 and 2002.

|                      | FOR THE THREE MONTHS ENDED | FOR THE SIX MONTHS ENDED |         |        
|--------------------- | -------------------------- | ------------------------ | ------- | -------
|
|Dividend yield        | 5.1%                       | 5.1%                     | 5.1%    | 5.1%   
|Expected life (years) | 3 years                    | 3 years                  | 3 years | 3 years
|Expected volatility   | 48%                        | 46%                      | 48%     | 46%    
|Risk-free rate        | 3.3%                       | 3.3%                     | 3.3%    | 3.3%   

The effects of applying SFAS No. 123
in this pro forma disclosure are not indicative of future amounts.

NOTE 2 - INVESTMENT SECURITIES
AVAILABLE-FOR-SALE

Investment securities available for
sale at June 30, 2003 and December 31, 2002 consisted of the following:

|                                        | 2003    
|--------------------------------------- | --------
|
|U.S. agency securities                  | $  6,990
|Mortgage-backed securities             
|and collateralized mortgage obligations | 721     
|Obligations of states and              
|political subdivisions                  | 14,372  
|Corporate bonds                         | 3,961   
|Other securities                        | 330     
|                                        |         
|Total                                   | $26,374 
|                                        |         

10

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PREMIERWEST BANCORP AND
SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)

June 30, 2003

|                                        | 2002   
|--------------------------------------- | -------
|
|U.S. agency securities                  | $18,431
|Mortgage-backed securities             
|and collateralized mortgage obligations | 1,875  
|Obligations of states and              
|political subdivisions                  | 16,120 
|Corporate bonds                         | 3,964  
|Other securities                        | 331    
|                                        |        
|Total                                   | $40,721
|                                        |        

At June 30, 2003, $24.6 million in
investment securities  available-for-sale  were pledged to secure public deposits,
 nonpublic        deposits and borrowings.

NOTE 3 - LOANS, NON-PERFORMING LOANS
AND ASSETS AND ALLOWANCE FOR LOAN LOSSES

Loans as of June 30, 2003 and
December 31, 2002 consisted of the following:

|(Dollars in 000's)        | 2003     | 2002    
|------------------------- | -------- | --------
|Real estate-commercial    | $264,079 | $255,172
|Real estate-construction  | 48,950   | 47,221  
|Real estate-residential   | 3,334    | 3,925   
|Commercial                | 49,721   | 46,797  
|Agricultural              | 10,629   | 7,410   
|Consumer                  | 31,753   | 34,648  
|Other                     | 3,282    | 3,177   
|                          |          |         
|                          | 411,748  | 398,350 
|                          |          |         
|Less:                    
|Allowance for loan losses | 5,236    | 4,838   
|Deferred loan fees        | 1,271    | 1,238   
|                          |          |         
|                          | 6,507    | 6,076   
|                          |          |         
|Loans, net                | $405,241 | $392,274
|                          |          |         

Transactions in the allowance for
loan losses for the six months ended June 30, 2003 and June 30, 2002 were as follows:

|(Dollars in 000's)                | 2003    | 2002   
|--------------------------------- | ------- | -------
|BALANCE - Beginning of the period | $ 4,838 | $ 4,825
|Loans charged-off                 | (226)   | (266)  
|Loan recoveries                   | 24      | 56     
|Loan loss provision               | 600     | 587    
|                                  |         |        
|BALANCE - End of the period       | $ 5,236 | $ 5,202
|                                  |         |        

11

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PREMIERWEST BANCORP AND
SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)

June 30, 2003

The following table summarizes
non-performing assets as of June, 2003 and December 31, 2002:

|(Dollars in 000's)                                  | 2003   | 2002  
|--------------------------------------------------- | ------ | ------
|Loans on non-accrual status                         | $3,062 | $3,410
|Loans past due greater than 90 days but            
|not on non-accrual status                           | 23     | 59    
|                                                    |        |       
|Total non-performing loans                          | 3,085  | 3,469 
|Other real estate owned                             | 655    | 85    
|                                                    |        |       
|Total non-performing assets                         | $3,740 | $3,554
|                                                    |        |       
|Percentage of non-performing loans to total loans   | 0.75%  | 0.87% 
|                                                    |        |       
|Percentage of non-performing assets to total assets | 0.69%  | 0.69% 
|                                                    |        |       

NOTE 4 - LINE OF CREDIT AND OTHER
BORROWINGS

The Company  has a line of credit
 available  with the  Federal  Home Loan Bank of Seattle  (FHLB) for up to  approximately
 $81        million as of June 30, 2003.  This line of credit is secured by loans and
securities,  including  restricted FHLB stock owned by        the  Company,  and is
limited to 15% of the  Bank's  total  assets.  Interest  and  principal  payments  are
due  monthly on any        outstanding  borrowings.  As of June 30, 2003 and December
 31,  2002,  the Company had no  outstanding  balances on  short-term        advances
 from the FHLB under the line of credit.  The Company has borrowed  long-term  funds from
the FHLB against this line of        credit,  aggregating approximately  $24.4 million
and $24.8 million as of June 30, 2003 and December 31, 2002, respectively.  As        of
June 30, 2003,  $20.0 million is due July 21, 2006, $3.1 million is due August 28, 2008
and the remaining $1.3 million is due        at various  times  through  February  2014.
 The Company is making  monthly  principal  payments of  approximately  $53,000 plus
       interest at rates of 2.77% to 7.63%, with a weighted average interest rate of 3.3%
at June 30, 2003.

Borrowings  of  approximately  $8.0
 million and  $8.9 million  at June 30, 2003 and December  31,  2002,  relate to
 repurchase        agreements used for customer  overnight  sweep  accounts.  The cost of
these funds at June 30, 2003 is an average annual rate of        interest of
approximately 1.0%. for the six months ended June 30, 2003. Certain investment
 securities,  as required,  have been        pledged as collateral to fully secure the
long-term debt and the repurchase agreements.

Additionally,  as of June 30, 2003,
the Company has  approximately $20 million in available  borrowings  through lines of
credit        with  correspondent  banks and through the Federal Reserve Bank's discount
 window.  No balances were outstanding as of June 30,        2003 and December 31, 2002.

NOTE 5 - COMMITMENTS AND
CONTINGENCIES

The  Company is a party to
 financial  instruments  with  off-balance-sheet  risk in the normal  course of  business
to meet the        financing  needs of its customers.  These  financial  instruments
 include  commitments to extend credit and standby  letters of        credit.  These
 instruments  involve  various  levels  and  elements  of credit and  interest  rate risk
in excess of the amount        recognized  in the  accompanying  consolidated  financial
 statements.  The  contract or notional  amounts of those  instruments        reflect the
extent of  involvement  the Company has in particular  classes of financial  instruments.
 As of June 30, 2003,  the        Company has $62.3 million of commitments to extend
credit to customers and $6.5 million of standby letters of credit.

In the ordinary  course of
 business,  the Bank  becomes  involved in various  litigation  matters  arising from
normal  banking        activities.  In the opinion of management,  the ultimate
disposition of these actions will not have a material adverse effect on        the Bank's
consolidated financial position or results of operations.

12

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PREMIERWEST BANCORP AND
SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)

June 30, 2003

NOTE 6 - EARNINGS PER SHARE

The  Company's  basic  earnings per
common share is computed by dividing  net income by the  weighted  average  number of
common        shares  outstanding  during the period,  retroactively  adjusted for all
stock  dividends.  The Company's  diluted  earnings per        common  share is computed
by dividing net income by the  weighted-average  number of common  shares  outstanding
 plus  dilutive        common shares related to stock options, retroactively adjusted for
all stock dividends.

|Three-months ended June 30, 2003 and 2002: |            |           
|------------------------------------------ | ---------- | ----------
|Weighted average number of common shares:  | 2003       | 2002      
|                                           |            |           
|Basic common shares                        | 12,145,928 | 12,040,350
|Diluted common per shares                  | 12,230,037 | 12,131,700

|Six-months ended June 30, 2003 and 2002:  |            |           
|----------------------------------------- | ---------- | ----------
|Weighted average number of common shares: | 2003       | 2002      
|                                          |            |           
|Basic common shares                       | 12,146,144 | 12,060,300
|Diluted common per shares                 | 12,179,657 | 12,125,400

NOTE 7 - RECENTLY ISSUED ACCOUNTING
STANDARDS

In June 2003,  the  Financial
 Accounting  Standards  Board  ("FASB")  issued SFAS No. 150,  "Accounting  for Certain
 Financial        Instruments  with   Characteristics  of  Both  Liabilities  and
 Equity."  This  statement   establishes   standards   regarding        classification
 and measurement of certain  financial  instruments  with  characteristics  of both
 liabilities  and equity.  It        requires  financial  instruments  within  the scope
of this  statement  to be  classified  as  liabilities  (or an asset in some
       circumstances).  Many of these  financial  instruments  were  previously
 classified as equity.  This statement is effective for        financial  instruments
 entered into or modified  after May 31, 2003,  and  otherwise is effective at the
beginning of the first        interim period beginning after June 15, 2003. For financial
 instruments  created before the issuance date of this statement and        still
existing at the beginning of the interim period of adoption,  transition is achieved by
reporting the cumulative effect of        a change in an accounting  principle by
initially  measuring the financial  instruments at fair value. The Company's  management
       does not  expect  that the  application  of the  provisions  of this  statement
 will have a  material  impact on the  Company's        consolidated financial statements.

In April 2003,  the FASB issued SFAS
No. 149,  "Amendment of Statement 133 on Derivative  Instruments  and Hedging
 Activities."        This statement amends and clarifies financial accounting and
reporting for derivative instruments,  including certain derivative        instruments
 embedded in other  contracts and for hedging  activities  under FASB Statement No. 133,
 "Accounting for Derivative        Instruments  and Hedging  Activities."  This statement
is effective for contracts  entered into or modified after June 30, 2003,        except
for hedging  relationships  designated  after June 30, 2003. The  provisions of this
statement  relating to Statement 133        Implementation  Issues,  that have been
effective for fiscal  quarters that began prior to June 15, 2003,  should continue to be
       applied in accordance with their  respective  effective dates. In addition,
 paragraphs 7(a) and 23(a),  which relate to forward        purchases or sales of
 when-issued  securities  or other  securities  that do not yet exist,  should be applied
to both existing        contracts and new contracts  entered into after June 30, 2003.
 The Company's  management  does not expect that the  application        of the
provisions of this statement will have a material impact on the Company's consolidated
financial statements.

In December 2002, the FASB issued
SFAS No. 148, "Accounting for Stock-Based  Compensation--Transition and Disclosure--an
Amendment        of FASB Statement No. 123." This statement amends FASB Statement No.
123, "Accounting for Stock-Based  Compensation," to provide        alternative  methods
of transition for a voluntary change to the fair value-based method of accounting for
stock-based  employee        compensation.  In addition,  this statement  amends the
disclosure  requirements of Statement FASB No. 123 to require  prominent
       disclosures  in both  annual  and  interim  financial  statements  about  the
 method of  accounting  for  stock-based  employee        compensation  and the effect of
the method used on reported  results.  The Company's  management  intends to continue
 using the        intrinsic value method for stock-based employee compensation
 arrangements and, therefore,  does not expect that the application        provisions of
this statement will have a material impact on the Company's consolidated financial
statements.

In October 2002,  the FASB issued
SFAS No. 147,  "Acquisitions  of Certain  Financial  Institutions."  This  statement
 provides        guidance on the accounting for the acquisition of a financial
 institution and applies to all acquisitions  except those between        two or more
mutual  enterprises.  The  Company's  management  does not expect that the  application
 of the  provisions  of this        statement will have a material impact on the
Company's consolidated financial statements.

In June 2002, the FASB issued SFAS
No. 146,  "Accounting for Costs Associated with Exit or Disposal  Activities." This
statement        addresses  financial  accounting and reporting for costs  associated
 with exit or disposal  activities  and nullifies  Emerging        Issues Task Force
(EITF) Issue No. 94-3,  "Liability  Recognition for Certain Employee  Termination
 Benefits and Other Costs to        Exit an Activity  (Including  Certain  Costs
 Incurred in a  Restructuring)."  This  statement is effective for exit or disposal
       activities that are initiated  after December 31, 2002, with early  application
 encouraged.  The Company's  management does not        expect that the  application  of
the  provisions of this  statement  will have a material  impact on the Company's
 consolidated        financial statements.

13

---

PREMIERWEST BANCORP AND
SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)

June 30, 2003

In April 2002, the FASB issued SFAS
No. 145,  "Rescission of FASB Statements No. 4, 44, and 64,  Amendment of FASB Statement
No.        13, and Technical  Corrections." This statement  rescinds FASB Statement No.
4, "Reporting Gains and Losses from  Extinguishment        of Debt," and an amendment of
that  statement,  FASB  Statement No. 64,  "Extinguishments  of Debt Made to Satisfy
 Sinking-Fund        Requirements."  This statement also rescinds FASB Statement No. 44,
 "Accounting for Intangible  Assets of Motor Carriers." This        statement amends FASB
Statement No. 13, "Accounting for Leases," to eliminate an inconsistency  between the
required  accounting        for sale-leaseback  transactions and the required accounting
for certain lease modifications that have economic effects that are        similar to
sale-leaseback  transactions.  This statement also amends other existing authoritative
pronouncements to make various        technical  corrections,  clarify meanings,  or
describe their applicability under changed conditions.  The Company's  management
       does not  expect  that the  application  of the  provisions  of this  statement
 will have a  material  impact on the  Company's        consolidated financial statements.

In January  2003,  the FASB  issued
 Interpretation  No. 46 ("FIN 46"),  "Consolidation  of Variable  Interest  Entities."
 This        interpretation  clarifies the application of Accounting  Research  Bulletin
No. 51,  "Consolidated  Financial  Statements,"  and        requires existing
 unconsolidated  variable interest entities to be consolidated by their primary
 beneficiaries if the entities        do not  effectively  disperse risks among parties
 involved.  This  interpretation  explains how to identify  variable  interest
       entities and how an enterprise  assesses its  interests in a variable  interest
 entity to decide  whether to  consolidate  that        entity.  This  interpretation
 applies immediately to variable interest entities created after January 31, 2003, and to
variable        interest  entities in which an  enterprise  obtains an interest  after
that date. It applies in the first fiscal year or interim        period beginning after
June 15, 2003, to variable  interest  entities in which an enterprise  holds a variable
 interest that is        acquired  before  February 1, 2003.  The  Interpretation
 applies to public  enterprises  as of the beginning of the  applicable        interim or
annual period,  and it applies to nonpublic  enterprises as of the end of the applicable
annual period. The Company's        management  does not expect that the  application of
the provisions of this  interpretation  will have a material  impact on the
       Company's consolidated financial statements.

In November 2002, the FASB issued
 Interpretation  No. 45 ("FIN 45"),  "Guarantor's  Accounting and Disclosure
 Requirements for        Guarantees,  Including Indirect Guarantees of Indebtedness of
Others." This  interpretation  elaborates on the disclosures to be        made by a
guarantor in its financial  statements  about its obligations  under certain  guarantees
 that it has issued.  It also        clarifies  that a guarantor is required to
 recognize,  at the  inception of a guarantee,  a liability for the fair value of the
       obligation  undertaken in issuing a guarantee.  The disclosure  requirements of
FIN 45 are effective for financial statements of        interim or annual periods ending
after December 31,  2002, and the initial recognition and initial measurement  provisions
shall        be applied on a prospective  basis to guarantees  issued or modified after
December 31, 2002. The Company's  management does not        expect that the application
of the provisions of this interpretation  will have a material impact on the Company's
 consolidated        financial statements.

14

---

PREMIERWEST BANCORP AND
SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)

June 30, 2003

ITEM 2.  MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HIGHLIGHTS

As more fully  discussed in the
following  sections,  for the quarter ended June 30, 2003,  the Company  earned
 $1,521,000,  an        increase of 48.0%  compared to $1,028,000  in net income for the
quarter ended June 30, 2002.  For the six months ended June 30,        2003,  the
 Company  earned  $2,769,000,  an increase  of 43.1%  compared  to $1,935,  000 in net
income the first six months of        2002.  The  increase in net income for the second
 quarter of 2003 is due to an increase  of  $306,000  in net  interest  income
       after the provision for loan losses,  an increase of $208,000 in  non-interest
 income and a $103,000  decrease in  non-interest        expense,  offset by an increase
of $223,000 in the provision  for income taxes.  The increase in net income the first six
months        of 2003 is due to an increase of $706,000 in net interest  income after the
provision  for loan losses,  an increase of $286,000        in non-interest income and an
$118,000 decrease in non-interest expense,  offset by an increase of $375,000 in the
provision for        income taxes. Our diluted  earnings per share were $0.12 and $0.08
for the quarters ended June 30, 2003 and 2002,  respectively,        and were $0.23 and
$0.16 for the six months ended June 30, 2003 and 2002,  respectively.  On July 14, 2003,
the Company issued a        press release that reported  basic and diluted  earnings per
share for the three month and six month periods ended June 30, 2003        of $0.13 and
$0.24,  respectively.  A recalculation  of the weighted average shares  outstanding used
in those  computations has        resulted in  corrected  earnings per share,  basic and
diluted,  of $0.12 for the three months ended June 30, 2003 and $0.23 for        the
sixth months ended June 30, 2003. Return on average  shareholders'  equity was 11.85% and
return on average assets was 1.15%        for the  quarter  ended  June 30,  2003.  This
 compared  to a return on average  shareholders'  equity of 9.02% and a return on
       average  assets of 0.85% for the quarter ended June 30, 2002.  Return on average
 shareholders'  equity was 11.00% and return on        average assets was 1.07% for the
six months ended June 30, 2003.  This compared to a return on average  shareholders'
 equity of        8.65% and a return on average assets of 0.80% for the six months ended
June 30, 2002.

At June 30, 2003 and December 31,
2002, gross loans totaled $411.7 and $398.4 million,  respectively,  which,  represents a
3.3%        increase.  The growth in loans at June 30, 2003,  also  represents a 6.8%
 increase  over gross loans at June 30, 2002 of $385.4        million.  This increase in
loans was achieved despite a continuing  competitive market for loans during a very low
interest rate        environment as the Company  continues to build on its strong
 customer  relationships.  Deposits were $451.3 million at June 30,        2003 compared
to $428.3 million at December 31, 2002 and $420.6  million at June 30,  2002,
 representing  increases of 5.4% and        7.3%,  respectively.  The increase in
deposits is attributed to the Company's  continued  emphasis on improving its core
deposit        base and offering attractive deposit products to its customers.

RESULTS OF OPERATIONS FOR THE THREE
MONTHS ENDED JUNE 30, 2003 AND 2002

The Company  recognized net income
of $1,521,000 for the three months ended June 30, 2003,  which was an increase of
$493,000 or        48.0% compared to the same period in 2002. The greatest  contribution
 to improved net income came from a decline of $421,000 in        interest expense which
was partially offset by a decrease in interest income of $110,000.

The  following  table  presents
 information  regarding  yields  on  interest-earning  assets,  rates  paid on
 interest-bearing        liabilities,  net  interest  spreads,  net yields on average
 interest-earning  assets,  return on average  assets and return on        average equity
for the periods indicated (dollars in thousands):

|Analysis for the three-month period ended June 30, 2003 and 2002 (Dollars in 000's) | 2003           | 2002           | Increase (Decrease) | %Change
|----------------------------------------------------------------------------------- | -------------- | -------------- | ------------------- | -------
|Average fed funds sold and investments                                              | $       75,068 | $       58,549 | $16,519             | 28.2%  
|Average gross loans                                                                 | 403,035        | 375,696        | 27,339              | 7.3%   
|Average interest-earning assets                                                     | 478,103        | 434,245        | 43,858              | 10.1%  
|Average interest-bearing liabilities                                                | 376,395        | 354,488        | 21,907              | 6.2%   
|Average total assets                                                                | 529,702        | 485,096        | 44,606              | 9.2%   
|Average equity                                                                      | 51,495         | 45,699         | 5,796               | 12.7%  
|Average yield earned (1)                                                            | 6.71%          | 7.50%          | -0.79%              | -10.5% 
|Average rate paid                                                                   | 1.43%          | 1.93%          | -0.50%              | -25.9% 
|                                                                                    |                |                |                     |        
|Net interest spread                                                                 | 5.28%          | 5.57%          | -0.29%              | -5.2%  
|                                                                                    |                |                |                     |        
|Net interest income to average                                                     
|interest-earning assets (net interest                                              
|margin) (1)                                                                         | 5.30%          | 5.55%          | -0.25%              | -4.5%  
|Return on average assets                                                            | 1.15%          | 0.85%          | 0.30%               | 35.3%  
|Return on average equity                                                            | 11.85%         | 9.02%          | 2.83%               | 31.4%  
|Efficiency ratio (2)                                                                | 66.85%         | 73.02%         | -6.17%              | -8.4%  

Notes: (1)    Tax equivalent at a 34%
rate (2)    Non-interest expense divided by net interest income plus non-interest income

NET INTEREST INCOME - Net interest
 income before the loan loss provision  increased  $311,000 for the three-month  period
ended        June 30, 2003 over the same period in 2002.  The increase was  primarily
 due to a decline in interest  expense of $421,000,  of        which $327,000 was
 represented by a decrease in interest  expense on time  deposits.  This decrease in
interest  expense is the        result of management's  decision to reduce the Bank's
 concentration in higher priced time certificate  accounts and a period of
       continuing low interest rates for deposit  products.  While interest  expense has
declined,  deposits as of June 30, 2003,  have        increased  7.3% compared to deposit
 totals one year ago. This decrease in interest  expense was offset by a decline in
interest        income of $110,000.  Interest income declined  primarily as a result of a
$286,000  reduction in taxable  interest on investment        securities as the Company's
volume of interest-earning  investments decreased approximately $15.6 million during the
three-month        period ended June 30, 2003  compared to the  corresponding  period in
2002.  This is the result of higher rate  interest-bearing        securities,  primarily
US agency debt

15

---

securities,  being called prior to
maturity. The decrease in income on taxable investments        was partially offset by
increases in income on other  interest-earning  assets. Net loans increased
 approximately $26.1 million        from June 30, 2002 to June 30, 2003 which led to an
increase in loan  interest  income of  approximately  $91,000 for the second
       quarter of 2003  compared to 2002.  Interest  income on federal  funds sold
 increased  $107,000  in the second  quarter of 2003        compared to the second
 quarter of 2002 as the balance in federal  funds sold  increased  from $6.4  million at
June 30, 2002 to        $43.4 million at June 30, 2003 and funds received from long-term
 investments  that were called were re-deployed into short-term        investments.
 Overall,  the  Company's  average  interest-earning  assets  increased  approximately
 $43.8 million in the second        quarter  of 2003 over the  second  quarter  of 2002
and  average  interest-bearing  liabilities  increased  approximately  $21.9
       million.  As a result,  the Company's  tax-adjusted  net interest  margin
 decreased 25 basis points from 5.55% to 5.30% for the        second quarter of 2003
compared to the second  quarter of 2002.  Despite the recent  reduction in rates by the
Federal  Reserve,        management  of the  Company  does not believe  this will have a
material  impact on the net  interest  margin as the Company has        established a
strong core deposit base and quality credit  portfolio in a very competitive  market.
 The Company expects the net        interest margin to remain fairly stable during the
second half of 2003.

LOAN LOSS  PROVISION - The loan loss
 provision  during the  three-month  period  ended June 30, 2003 was  $300,000  compared
to        $295,000 for the  three-month  period ended June 30, 2002. The Company had net
 charge-offs of $134,000  during the  three-month        period ended June 30, 2003,
 compared to net  charge-offs  of $235,000 for the  corresponding  period in 2002. The
allowance for        loan losses  remained  stable at $5.2 million as of June 30, 2003,
and June 30, 2002.  Management  believes that  non-performing        loans have been
 adequately  provided for in the allowance for loan losses.  The Company's ratio of
allowance for loan losses to        total  loans  was 1.28% at June 30,  2003,  compared
 to 1.35% at June 30,  2002.  Non-performing  assets  (defined  as loans on
       non-accrual  status,  loans 90 days or more past due and other real estate  owned)
 either  specifically  reserved for potential        losses or adequately  collateralized
 totaled $3.7 million and $7.7 million at June 30, 2003 and 2002,  respectively.  The
ratio        of  non-performing  assets  to total  assets  improved  from  1.57%  as of
June 30,  2002,  to 0.69% as of June 30,  2003.  This        improvement is the result of
the Company's  focus on reducing  non-performing  assets while growing the loan
 portfolio  without        sacrificing credit quality or future earnings.

NON-INTEREST  INCOME -  Non-interest
 income  increased  15.2 % to $1.6 million for the three  months  ended June 30,  2003,
 as        compared to $1.4 million for the same period in 2002. Of this increase,
 $109,000  relates to an increase in mortgage  brokerage        fees,  $72,000  relates
to an increase in other income,  and $138,000  relates to increases in account  service
 fees.  Mortgage        brokerage fees  increased as loans closed for the second  quarter
 improved to $38.5 million in 2003 from $30.0 million in 2002.        Other income
increased from earnings on the cash surrender value of life insurance policies,  since
$4.5 million in new policies        were  purchased  in the fall of 2002.  Account
 service  fees  increased  as a result of the  introduction  of new  products and
       services.  These increases were offset by a $129,000 decline in net gains on the
sale of securities .

NON-INTEREST  EXPENSE -
 Non-interest  expense  decreased  $103,000  for the three months ended June 30, 2003 as
compared to the        corresponding  period in 2002.  Salaries and employee  benefits
 decreased  $156,000 as a result of increased  salary  deferrals        associated  with
loan closings and a reduction of 4 full-time  equivalent  staff from June 30, 2002 to
June 30, 2003.  Occupancy        and equipment  expenses  decreased a total of $7,000 for
the three months ended June 30, 2003, as compared to the same period in        2002.
 This decline is due to decreased  depreciation  on equipment in 2003 due to assets that
have become fully  depreciated or        disposed  of and due to the  Company's
 continued  effort to reduce  costs in areas such as repairs and  maintenance.  All other
       non-interest expenses increased by $60,000.

EFFICIENCY  RATIO- The  Company's
 efficiency  ratio was 66.85%  during the second  quarter of 2003  compared to 73.02% for
the        second quarter of 2002. The improvement  resulted  primarily from increased
net interest  income,  decreased  employee costs and        decreased legal fees as the
quality of the Company's credit portfolio  improved.  These results were the product of
management's        attention to controlling  expenses and growing both core
relationships and non-interest  income.  This is the second consecutive        quarter
that the Company has shown  significant  improvement over prior year's numbers.  This
positive trend is in line with the        Company's projection for an efficiency ratio in
the 62% to 64% range for the fourth quarter of 2003. This ratio,  however,  does
       not reflect the benefits of several tax sensitive items.  The tax equivalent
 efficiency  ratio,  adjusted for the effective tax        rate on interest earned on
municipal bonds,  tax-free loan interest income,  tax credits earned on certain
 equipment leases and        income earned on the increase on the cash surrender value of
life insurance,  was 65.11% for the second quarter of 2003 compared        to 71.48% for
the second quarter of 2002.

RESULTS OF OPERATIONS FOR THE SIX
MONTHS ENDED JUNE 30, 2003 AND 2002

The Company had net income of
$2,769,000  for the six months ended June 30, 2003,  an increase of $834,000 or 43.1%
 compared to        the same period in 2002.  This  increase is due mainly to a $719,000
 increase in net interest  income,  a $286,000  increase in        non-interest  income
and a $118,000  decrease in  non-interest  expense  offset by an increase of $375,000 in
applicable  income        taxes over the comparative six-month period ended June 30, 2002.

The following table presents
information regarding yields on interest-earning  assets, expense on interest-bearing
 liabilities,        net interest spread, net yields on average  interest-earning
 assets,  return on average assets and return on average equity for        the six month
period ended June 30, 2003 and 2002 (dollars in thousands):

16

---

|Analysis for the six-month period ended June 30, 2003 and 2002 | 2003           | 2002           | Increase (Decrease) | %Change
|-------------------------------------------------------------- | -------------- | -------------- | ------------------- | -------
|Average fed funds sold and investments                         | $       71,002 | $       66,098 | $  4,904            | 7.4%   
|Average gross loans                                            | 399,931        | 369,906        | 30,025              | 8.1%   
|Average interest-earning assets                                | 470,933        | 436,004        | 34,929              | 8.0%   
|Average interest-bearing liabilities                           | 375,146        | 357,265        | 17,881              | 5.0%   
|Average total assets                                           | 523,833        | 485,243        | 38,590              | 8.0%   
|Average equity                                                 | 50,785         | 45,085         | 5,700               | 12.6%  
|Average yield earned (1)                                       | 6.82%          | 7.57%          | -0.75%              | -9.9%  
|Average rate paid                                              | 1.48%          | 2.10%          | -0.62%              | -29.5% 
|                                                               |                |                |                     |        
|Net interest spread                                            | 5.34%          | 5.47%          | -0.13%              | -2.4%  
|                                                               |                |                |                     |        
|Net interest income to average                                
|interest-earning assets (net interest                         
|margin) (1)                                                    | 5.35%          | 5.46%          | -0.11%              | -2.0%  
|Return on average assets                                       | 1.07%          | 0.80%          | 0.27%               | 33.8%  
|Return on average equity                                       | 11.00%         | 8.65%          | 2.35%               | 27.2%  
|Efficiency ratio (2)                                           | 68.78%         | 74.45%         | -5.67%              | -7.6%  

Notes: (1)    Tax equivalent at a 34%
rate(2)    Non-interest expense divided by net interest income plus non-interest income

NET INTEREST INCOME - Net interest
income before the loan loss provision  increased $719,000 for the six-month period ended
June        30, 2003 over the same period in 2002.  The increase was due to a $1.1
million  decline in interest  expense,  $708,000 of which        came in the first
 quarter of 2003.  This  decrease in  interest  expense is the result of  management's
 decision to reduce the        Bank's  concentration in higher priced time certificate
accounts and a reflection of the continued low interest rate environment        for
 deposit  products.  During the past year,  over $30  million of  higher-cost  time
 certificates  have been  closed and not        renewed,  and over $20 million of the
closed  certificate  accounts were  comprised of deposits of $100,000 or more.
 Management        has also concentrated on changing the Company's core deposit mix by
increasing the percentage of non-interest  bearing deposits,        which grew from 20.4%
of total  deposits at June 30,  2002 to 22.7% of total  deposits  at June 30,  2003.  As
a result of these        changes,  the Company's  cost of funds  decreased 62 basis
points,  from 2.10% for the six months ending June 30, 2002, to 1.48%        for the six
months  ending June 30,  2003.  The  decrease  in interest  expense was offset by a
decrease of $410,000 in interest        income for the first six months of 2003  compared
 to 2002.  This  decrease  is due mainly to a $675,000  reduction  in interest
       income from  investment  securities  for the first six months of 2003  compared to
2002.  This is the result of a decline in the        balance of  investment  securities
 available  for sale from $43.0 million at June 30, 2002 to $27.4 million at June 30,
2003 as        higher interest rate securities,  mainly  government  agencies,  continue
to be called in the current interest rate environment.        Due to this current
 interest rate trend,  the Company has decided to reinvest  proceeds from called
 securities into short-term        federal funds.  The decrease in earnings from
investment  securities was offset by increases in loan interest income of $125,000
       and interest income on federal funds sold of $137,000 for the  corresponding
 periods in 2003 and 2002. These factors caused the        Company's net interest margin,
tax adjusted,  to decrease 11 basis points from 5.46% to 5.35% for the comparative
periods ending        June 30, 2002 and June 30, 2003, respectively.

LOAN LOSS  PROVISION  - The loan
loss  provision  during the  six-month  periods  ended June 30, 2003 was  $600,000
 compared to        $587,000 for the six-month  period ended June 30, 2002. The Company
had net charge-offs of $202,000 during the six-month  period        ended June 30, 2003,
 compared to net charge-offs of $210,000 for the corresponding  period in 2002. The loan
loss provision was        $5.2 million at both June 30, 2003 and 2002,  and is considered
 adequate by management to absorb  potential  losses in the loan        portfolio.

NON-INTEREST  INCOME - Non-interest
 income  increased 10.8% to $2.9 million for the six months ended June 30, 2003, as
compared        to $2.6 million for the same period in 2002. Of this increase,  $105,000
relates to an increase in mortgage loan brokerage fees,        $58,000  relates to an
increase in revenue from the Company's  investment  subsidiary,  $60,000  relates to an
increase in other        commissions and fees,  $175,000  relates to increases in account
service fees and $147,000 relates to increases in other income,        which  primarily
 represents the increase in the cash surrender value of life insurance  policies.
 Mortgage loan brokerage fees        increased as mortgage  loans booked  through June 30
grew $8.2  million,  from $64.6  million in 2002 to $72.8  million in 2003.
       Revenue from the  investment  subsidiary  grew as the  performance of the stock
market  continues to rebound from 2002.  Deposit        account fees  contributed to the
increase in service charges due to the  introduction of new services and products
 available to        customers.  Also  contributing  to the increase in service charges
was an increase in  non-interest  bearing  deposit  accounts.        These increases were
offset by a $259,000 decrease in gains on sales of investment securities.

NON-INTEREST  EXPENSE -
 Non-interest  expense  decreased  $118,000  for the six months  ended June 30,  2003 as
compared to the        corresponding  period in 2002.  Salaries and employee  benefits
 decreased  $195,000 as a result of increased  salary  deferrals        associated  with
loan  closings and a reduction  of full-time  equivalent  staff  positions as the Company
 continues to improve        employee  efficiencies.  Occupancy and equipment expenses
increased $39,000 for the six months ended June 30, 2003,  compared to        the same
 period in 2002 as the  Company  put two new  full-service  branches  into  operation
 during the last year.  All other        non-interest expenses increased by $38,000.

17

---

EFFICIENCY RATIO - The Company's
efficiency ratio posted a significant improvement,  dropping to 68.78% for the six-month
period        ended June 30, 2003  compared to 74.45% for the  comparative  period of
2002.  This  improvement  resulted  from  increased  net        interest income,
 decreased  employee costs and decreased legal fees as the quality of the Company's
credit portfolio  improved.        These  results were the product of  management's
 attention to  controlling  expenses  and growing both core  relationships  and
       non-interest  income.  This ratio,  however,  does not reflect the benefits of
several tax sensitive  items.  The tax equivalent        efficiency ratio,  adjusted for
the effective tax rate on interest earned on municipal bonds, tax-free loan interest
income, tax        credits earned on certain equipment leases and income earned on the
increase on the cash surrender value of life insurance,  was        66.99% for the six
months ended June 30, 2003 compared to 72.87% for the sixth months ended June 30, 2002.

FINANCIAL  CONDITION - Total  assets
of $540.8  million at June 30, 2003  increased  5.0% over total  assets as of December
 31,        2002.  The  increase in total  assets was  primarily  in the area of federal
 funds sold and loans as the balance of  investment        securities  decreased.
 Federal funds sold  increased to $43.4 million at June 30, 2003 from $12.5 million at
December 31, 2002.        Additional liquidity was generated from increased deposits and
the sales and calls of available-for-sale investment securities.

Net loans  accounted for 74.9% of
total assets at June 30, 2003 compared to 76.2% at December 31, 2002. As of June 30,
2003, the        allowance  for loan losses  increased to $5.2 million from $4.8 million
at December 31, 2002.  The increase in the allowance for        loan losses is  primarily
 related to overall  growth in the loan  portfolio  and specific and  inherent  losses
 identified  by        management.  The Company's  ratio of allowance  for loan losses to
total loans was 1.28% at June 30, 2003,  compared to 1.21% at        December 31, 2002.
 Non-performing  assets  (defined as loans on  non-accrual  status,  loans 90 days or
more past due and other        real estate owned)  either  specifically  reserved for
 potential  losses or adequately  collateralized  were  $3.7 million  and        $3.5
million at June 30, 2003 and December 31, 2002, respectively.

Deposits  increased to $451.3
 million at June 30, 2003  resulting in a  loan-to-deposit  ratio of 89.8% compared to
91.6% as of        December 31, 2002.  Management  continues to concentrate on reducing
the number of higher-priced  time certificate  accounts and        replacing them with
 non-interest-bearing  demand accounts.  The percentage of  non-interest-bearing
 deposits to total deposits        increased to 22.7% at June 30, 2003 compared to 21.4%
at December 31, 2002.

The following table sets forth
certain summary balance sheet information for June 30, 2003 and December 31, 2002.

|(Dollars in 000's)     | June 302003 | December 312002 | Increase (Decrease)6/30/03 - 12/31/02
|---------------------- | ----------- | --------------- | -------------------------------------
|ASSETS                 |             |                 |                                      
|Federal funds sold     | 43,447      | 12,485          | 30,962                               
|Investments            | 27,423      | 41,598          | (14,175)                             
|Federal Home Loan Bank
|deposits and stock     | 5,143       | 1,904           | 3,239                                
|Loans, net             | 405,241     | 392,274         | 12,967                               
|Other assets (1)       | 59,594      | 66,823          | (7,229)                              
|                       |             |                 |                                      
|Total assets           | $540,848    | $515,084        | $ 25,764                             
|                       |             |                 |                                      
|LIABILITIES           
|Non-interest-bearing  
|deposits               | 102,684     | 91,611          | 11,073                               
|Interest-bearing      
|deposits               | 348,686     | 336,726         | 11,960                               
|                       |             |                 |                                      
|Total deposits         | 451,370     | 428,337         | 23,033                               
|Other liabilities (2)  | 37,385      | 37,575          | (190)                                
|                       |             |                 |                                      
|Total liabilities      | 488,755     | 465,912         | 22,843                               
|SHAREHOLDERS'         
|EQUITY                 | 52,093      | 49,172          | 2,921                                
|                       |             |                 |                                      
|Total liabilities     
|and share-            
|holder's equity        | $540,848    | $515,084        | $ 25,764                             
|                       |             |                 |                                      

(1)    Includes cash and due from
banks, property and equipment, goodwill, and accrued interest receivable (2)    Includes
borrowings, repurchase agreements, accrued interest payable and other liabilities

18

---

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY- Liquidity  enables the
Company to fund loan  commitments  and meet  customer  withdrawals  of deposits.  The
Company        maintains its liquidity  position  through  maintenance of cash resources
and the stability of its core deposit base.  Liquidity        increased  slightly during
the six-month  period ended June 30, 2003.  Excess cash was invested on a short-term
basis in federal        funds sold and  interest-earning  deposits  with the FHLB.  As of
June 30, 2003,  the Company had $43.4 million in federal funds        sold.

A further source of liquidity is the
Company's ability to borrow funds by maintaining a secured  line-of-credit with the FHLB
of        up to 15% of the Bank's total assets.  As of June 30, 2003,  $24.4 million had
been  advanced in long-term  borrowings  from the        FHLB against the Company's
 credit line.  Other  borrowings of  approximately  $8.0 million relate to repurchase
 agreements for        customer  overnight sweep accounts.  The average cost of these two
borrowings was  approximately  2.77% for the first six months        of 2003 compared to
3.12% for the same period in 2002. The Company also has  established  secured credit
lines of  approximately        $20 million through certain correspondent banks and the
discount window with the Federal Reserve Bank of San Francisco.

At June 30, 2003, the Company had
 approximately  $62.3 million in  outstanding  commitments to extend credit for newly
approved        loans and  construction  projects.  Under  the terms of  construction
 project  commitments,  completion  of  specified  project        benchmarks  must be
certified  before funds may be drawn.  In addition,  it is anticipated  that a portion of
these  commitments        will expire or terminate  without  funding.  Management
 believes that the Company's  available  resources will be sufficient to        fund
these commitments in the normal course of business.

CAPITAL  RESOURCES - Federal
 regulators  require the  measurement  of various  capital  ratios,  including
 risk-based  capital        measurements.  Risk-weighted  ratios  require an analysis
 that  weights  balance  sheet and  off-balance  sheet items for their        inherent
 risk. It requires  minimum  standards for  risk-based  capital by capital  tier. As a
minimum  requirement,  the total        risk-based  capital ratio should be at least
8.00%,  the Tier 1 capital ratio should be at least 4.00%, and the leverage capital
       ratio should be at least 4.00%.  At June 30, 2003, the Company's  regulatory
 capital ratios were as follows:  total  risk-based        capital ratio of 10.62%,  Tier
1 capital ratio of 9.48%,  and a leverage  capital ratio of 8.31%.  If the Company
 achieved only        minimum regulatory  capital levels,  further growth could be
restricted to the level attainable through generation and retention        of net income
or the Company may find it necessary to seek additional capital from outside sources.

ITEM 3.  QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss from
adverse changes in market prices and rates.  The Company's  market risk arises
 principally        from interest rate risk in its lending,  deposit and borrowing
 activities.  The Company is experiencing a positive  response to        its  interest
 rate  management  through a reduction  in the cost of  deposits as  non-interest-bearing
 deposits  increase  and        certificates of deposits with higher interest rates run
off and are not renewed.  Management  actively  monitors and manages its        interest
rate risk exposure.  Although the Company manages other risks, such as credit quality and
liquidity risk, in the normal        course of business,  management  considers  interest
 rate risk to be a  significant  risk factor,  which could have the largest
       material effect on the Company's  financial  condition and results of operations.
 Other types of market risks,  such as foreign        currency  exchange rate risk and
commodity price risk, do not arise in the normal course of the Company's  business
 activities.        The Company did not experience a significant change in market risk at
June 30, 2003 as compared to December 31, 2002.

As stated in the annual report on
Form 10-K for 2002, the Company  attempts to monitor  interest rate risk from the
 perspective        of changes in the  economic  value of equity,  also  referred to as
net  portfolio  value  ("NPV"),  and changes in net interest        income.  Changes to
the NPV and net interest  income are simulated using instant and permanent rate shocks of
plus and minus 200        basis points,  in increments of 50 basis points.  It is the
Company's policy to manage interest rate risk to maximize  long-term        profitability
 under  the  range  of  likely  interest-rate  scenarios.  For  additional  information,
 refer  to  "Management's        Discussion  and Analysis of Financial  Condition and
Results of  Operations"  referenced in the Company's  annual report on Form        10-K
for the year ended December 31, 2002.

ITEM 4.  CONTROLS AND PROCEDURES

Within 90 days prior to the date of
this report  management  evaluated  the  effectiveness  of the design and  operation  of
the        Company's  disclosure  controls and procedures.  Our principal  executive and
financial officers  supervised and participated in        this evaluation.  Based on this
evaluation,  our principal  executive and financial  officers each concluded that our
disclosure        controls and procedures are effective in timely alerting them to
material  information  required to be included in the Company's        periodic  reports
 to the SEC.  The  design  of any  system of  controls  is based in part upon  various
 assumptions  about the        likelihood of future events, and there can be no assurance
that any of our plans, products,  services or procedures will succeed        in achieving
their intended goals under future conditions.  In addition,  there have been no
significant changes in our internal        controls or in other factors known to
management that could  significantly  affect our internal controls  subsequent to our
most        recent  evaluation.  Management has found no facts that would require the
Company to take any corrective  actions with regard to        significant deficiencies or
material weaknesses.

19

---

PART II. OTHER INFORMATION

ITEM 1. LEGAL  PROCEEDINGS.  From
time to time,  in the  normal  course of  business,  PremierWest  is a party to various
 legal        actions.  These actions,  if decided  adversely to the Company,  could have
a material adverse impact on our business  financial        condition or results of
operations. The following summarizes the status of current litigation:

Bernard J. Woodard,  et al vs. Bank
of Southern Oregon (nka  PremierWest  Bank),  Black Oak  Construction,  Inc., et al;
Jackson        County Circuit Court, Oregon filed March 1, 2001.

This matter  involves a claim by the
plaintiff  alleging that the Bank  deposited  checks payable to the plaintiff and Black
Oak        Construction,  a Bank  customer in the amount of $930,840,  without
 plaintiff's  consent.  Plaintiff  is seeking  return of the        proceeds,  interest
and costs and has  indicated  intent to seek  punitive  damages.  The Bank has denied
 liability and filed a        counterclaim for approximately $1.16 million for losses
incurred on other loans to Black Oak Construction.  The dispute involves        the right
of the Bank to deposit the proceeds of checks  payable to the  plaintiff and Black Oak
 Construction  to repay certain        outstanding loans to Black Oak Construction in
connection with a joint construction  project between the plaintiff and Black Oak
       Construction.  The Bank's  counterclaim  alleges the plaintiff  intentionally
 caused Black Oak  Construction to under bid other        construction contracts.

This case went to trial and a
verdict was rendered  against the Bank on June 12, 2003.  The jury  concluded  that the
 plaintiff        was entitled to prevail on their  conversion  claim against the Bank.
 However,  the jury did not award the plaintiff any actual        damages and awarded the
plaintiff only one dollar in punitive damages.

Bank of Southern Oregon (nka
PremierWest Bank) vs. Barry Fronek,  Stanley Kelley,  et al; Jackson County Circuit
Court,  Oregon        filed in 1998; on Appeal to the Court of Appeals, State of Oregon.

The Bank brought suit against the
defendant  borrowers and guarantors for collection of a loan owing to the Bank.  After a
trial        in 2001, the Bank was awarded an amount of $1,200,000  plus interest and
attorney fees.  When the Bank's  borrower failed to pay        the loan, defendant
Stanley Kelley, as guarantor,  paid the total judgment in the amount of $1,475,000.  Mr.
Kelley appealed the        judgment as it applied to him  arguing,  among other  things,
 that his  guaranty  was  obtained by the Bank  fraudulently.  The        appellate
 court upheld the judgment in favor of the Bank  "without  opinion" on June 26, 2003.
 The Bank  subsequently  filed a        claim to recover  attorney  fees of
 approximately  $30,000.  Mr.  Kelley has until August 1, 2003 to appeal the decision of
the        appellate court. As of August 1, 2003, we were not aware of an appeal being
filed by Mr. Kelley.

ITEM 4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITIES HOLDERS

(a)    The Company's 2003 Annual
Meeting of Stockholders (the "Annual Meeting") was held on May 22, 2003 in Medford,
Oregon.

(b)    The following matter was voted
upon at the Annual Meeting and received the following vote:

|Proposal 1:Election of Board of Directors | Yes        | No  | Abstain | PercentVoting For Proposal
|----------------------------------------- | ---------- | --- | ------- | --------------------------
|John L. Anhorn                            | 9,850,255  | -0- | 11,703  | 85.15%                    
|Richard Hieb                              | 9,850,255  | -0- | 11,703  | 85.15%                    
|John A. Duke                              | 9,850,255  | -0- | 11,703  | 85.15%                    
|Patrick G. Huycke                         | 9,810,293  | -0- | 50,276  | 84.82%                    
|Thomas Becker                             | 9,850,255  | -0- | 11,703  | 85.15%                    
|Don L. Hilton                             | 9,850,255  | -0- | 11,703  | 85.15%                    
|Dennis N. Hoffbuhr                        | 9,850,255  | -0- | 11,703  | 85.15%                    
|James L. Patterson                        | 9,850,255  | -0- | 11,703  | 85.15%                    
|Rickar D. Watkins                         | 9,850,255  | -0- | 11,703  | 85.15%                    
|Jeffrey Chamberlain                       | 9,850,255  | -0- | 11,703  | 85.15%                    
|David Emmett                              | 9,850,255  | -0- | 11,703  | 85.15%                    
|Brian Pargeter                            | 9,850,255  | -0- | 11,703  | 85.15%                    
|Norman Fiock                              | 9,840,377  | -0- | 21,581  | 85.06%                    
|Richard Karchmer                          | 9,850,255  | -0- | 11,703  | 85.15%                    
|Quorum:                                  
|Allowed shares to vote:                   | 11,567,559
|Responded:                                | 9,861,958 
|Percent Responded:                        | 85.25%    

20

---

ITEM 6.  EXHIBITS AND REPORTS ON
FORM 8-K

|(a) | Exhibits
|--- | --------

|3.1 | Articles
of Incorporation of PremierWest Bancorp*
|--- | -------------------------------------------------

|3.2 | Bylaws
of PremierWest Bancorp*
|--- | ------------------------------

|4.1 | Stock
Certificate*
|--- | ------------------

|31.1 | Certification
of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
|---- | --------------------------------------------------------------------------------------

|31.2 | Certification
of Chief Financial Officer required by Rule 13a-14(a) of Rule 15d-14(a).
|---- | --------------------------------------------------------------------------------------

|32.1 | Certification
of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906
of the                       Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.2 | Certification
 of  Chief  Financial  Officer  required  by  Rule  13a-14(b)  or Rule  15d-14(b)  and
 Section 906  of the                       Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

* Incorporated by reference to the
registration statement on Form S-4 filed with the commission on February 4, 2000, and all
         amendments thereto (commission file no. 333-96209).

|(b) | Reports
on Form 8-K
|--- | -------------------

| | On
May 21,  2003,  the  Company  filed a current  report on Form 8-K to provide  under
 Items 7 and 9 a press  release                  reporting the filing of an application
with NASDAQ to list the Company's common stock on the NASDAQ SmallCap Market .
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
July 10,  2003,  the Company  filed a current  report on Form 8-K to provide  under
 Items 7 and 9 a press  release                  reporting  the  approval of the
 Company's  application  with NASDAQ to list its common  stock on the NASDAQ  SmallCap
                 Market.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
July 14,  2003,  the  Company  furnished  a current  report on Form 8-K to provide  under
Items 7, 9 and 12 a press                  release  reporting  the release of  earnings
 for the second  quarter of 2003.  Such  information  shall not be deemed
                 "filed" for purposes of Section 18 of the Securities Exchange Act of
1934.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

21

---

SIGNATURES:  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 thereunto duly authorized.

DATED:  August 5, 2003
       PREMIERWEST BANCORP

|/s/ JOHN L. ANHORNJohn L. Anhorn, President and Chief Executive Officer
|-----------------------------------------------------------------------

|/s/ TOM ANDERSONTom Anderson, Senior Vice-President and Chief Financial Officer
|-------------------------------------------------------------------------------

22

---

EXHIBIT 31.1

CERTIFICATION

I, John Anhorn, certify that:

1. I have reviewed this report on
Form 10-Q of PremierWest Bancorp;

2. Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by
this report;

3. Based on my knowledge, the
financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying
officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:

a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the company, including
its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of
the company's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any
change in the company's internal control over financial reporting that occurred during
the period covered by the annual report that has materially affected, or is reasonably
likely to materially affect, the company's internal control over financial reporting; and

5. The company's other certifying
officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the company's auditors and the audit committee of the
company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and
material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the company's ability to
record, process, summarize and report financial information; and

(b) Any fraud, whether or not
material, that involves management or other employees who have a significant role in the
company's internal control over financial reporting.

Date: August 5, 2003

/s/ John AnhornJohn AnhornPresident and Chief Executive Officer

23

---

EXHIBIT 31.2

CERTIFICATION

I, Tom Anderson, certify that:

1. I have reviewed this report on
Form 10-Q of PremierWest Bancorp;

2. Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by
this report;

3. Based on my knowledge, the
financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying
officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:

a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the company, including
its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of
the company's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any
change in the company's internal control over financial reporting that occurred during
the period covered by the annual report that has materially affected, or is reasonably
likely to materially affect, the company's internal control over financial reporting; and

5. The company's other certifying
officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the company's auditors and the audit committee of the
company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and
material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the company's ability to
record, process, summarize and report financial information; and

(b) Any fraud, whether or not
material, that involves management or other employees who have a significant role in the
company's internal control over financial reporting.

Date: August 5, 2003

/s/ Tom AndersonTom Anderson Senior
Vice President & Chief Financial Officer

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EXHIBIT 32.1

# CERTIFICATION PURSUANT TO
                                                         18 U.S.C. SECTION 1350,
                                                        AS ADOPTED PURSUANT TO
                                             SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection  with the Quarterly
 Report of PremierWest  Bancorp (the  "Company") on Form 10-Q for the quarter ended June
30, 2003, as filed with the Securities and Exchange  Commission on the date hereof (the
 "Report"),  I, John Anhorn,  President and Chief  Executive Officer of the Company,
certify, pursuant to 18 U.S.C.ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley
Act of 2002, that:

| | (1) |  | The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
| | --- |  | ---------------------------------------------------------------------------------------------------------------------

| | (2) |  | The
information contained in the Report fairly presents, in all material respects, the
financial condition and result of               operations of the Company for the period
certified.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/s/ JOHN ANHORNJohn Anhorn
President and Chief Executive OfficerAugust 5, 2003

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EXHIBIT 32.2

# CERTIFICATION PURSUANT
TO                                                         18 U.S.C. SECTION 1350,
                                                        AS ADOPTED PURSUANT TO
                                             SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection  with the Quarterly
 Report of PremierWest  Bancorp (the  "Company") on Form 10-Q for the quarter ended June
30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the
"Report"),  I, Tom Anderson,  Senior Vice-President and Chief Financial  Officer of the
Company,  certify,  pursuant to 18 U.S.C.ss.1350, as adopted pursuant to ss.906 of the
 Sarbanes-Oxley  Act of 2002, that:

| | (1) |  | The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
| | --- |  | ---------------------------------------------------------------------------------------------------------------------

| | (2) |  | The
information contained in the Report fairly presents, in all material respects, the
financial condition and result of               operations of the Company for the period
certified.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/s/ TOM ANDERSON Tom Anderson Senior
Vice-President and Chief Financial Officer August 5, 2003

26