SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2000
                               --------------

                                       OR

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

For the transition period from            to
                               ----------    ----------

Commission File Number   333-96209
                        -----------

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

              OREGON                             93-1282171
     ------------------------                 ----------------
     (State of Incorporation)                 (I.R.S. Employer
                                            Identification Number)

                           1455 East McAndrews Road
                             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 the number of shares outstanding of each of the issuer's classes
of common stock, as of latest practicable date:  8,591,065 shares as of August
4, 2000.

<PAGE>

                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,  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
<PAGE>

                                Form 10-Q
                            Table of Contents


Part I FINANCIAL INFORMATION

Item 1  Condensed Consolidated Financial Statements .......................  4

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations ............................... 11

Part II OTHER INFORMATION

Item 1 Legal Proceedings .................................................. 14

Item 4 Submission of Matters to a Vote of Securities Holders .............. 14

Item 6 Exhibits and Reports on Form 8-K ................................... 14

Signatures ................................................................ 15


                                      3
<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                     PREMIERWEST BANCORP AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                            (Dollars in Thousands)
                                  (UNAUDITED)


                                                     June 30,  December 31,
                                                       2000       1999
                                                   ----------- ----------
                  ASSETS

CASH AND DUE FROM BANKS                            $    12,551 $   12,593
FEDERAL FUNDS SOLD AND INTEREST-BEARING DEPOSITS        15,900      8,275
                                                   ----------- ----------
      Total cash and cash equivalents                   28,451     20,868
INVESTMENT SECURITIES AVAILABLE-FOR-SALE                78,613     82,349
LOANS, NET OF ALLOWANCE FOR LOAN LOSSES                214,578    171,420
FEDERAL HOME LOAN BANK STOCK                             1,374      5,818
PREMISES AND EQUIPMENT - NET                             9,828     10,296
ACCRUED INTEREST AND OTHER ASSETS                        8,213      5,901
                                                   ----------- ----------
      TOTAL ASSETS                                 $   341,057 $  296,652


   LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
  DEPOSITS:
   Non-interest-bearing checking                   $    52,606 $   43,789
   Savings and interest-bearing demand                 124,993    115,319
   Time                                                 89,300     70,637
                                                   ----------- ----------
      Total deposits                                   266,899    229,745
  FEDERAL HOME LOAN BANK BORROWINGS                     27,437     17,402
  REPURCHASE AGREEMENTS & FEDERAL FUNDS PURCHASED       14,038     18,600
  OTHER BORROWINGS                                       1,063        604
                                                   ----------- ----------
      Total borrowings                                  42,538     36,606
  OTHER LIABILITIES                                      2,358      2,077
                                                   ----------- ----------
      Total liabilities                                311,795    268,428

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
  Preferred stock - no par value; 1,000,000 shares
     authorized; none issued                                 -          -
  Common stock - no par value; 20,000,000 shares
     authorized; and 8,591,065 and 8,407,879
     shares issued and outstanding in 2000 and
     1999, respectively                                 18,522     17,918
  Retained earnings                                     13,096     12,710
  Unearned Employee Stock Ownership Plan compensation     (493)      (604)
  Accumulated other comprehensive loss                  (1,863)    (1,800)
                                                   ----------- ----------
      Total shareholders' equity                        29,262     28,224
                                                   ----------- ----------
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $   341,057 $  296,652
                                                   =========== ==========

See accompanying notes.

                                      4
<PAGE>

                     PREMIERWEST BANCORP AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
          (Dollars in Thousands, Except for Earnings per Share Data)
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                 FOR THE THREE MONTHS ENDED   FOR THE SIX MONTHS ENDED
                                 ---------------------------  ------------------------
                                       June 30,     June 30,   June 30,     June 30,
                                         2000         1999      2000          1999
--------------------------------------------------------------------------------------
<S>                                    <C>         <C>         <C>         <C>
Interest income:
  Interest and fees on loans           $  5,071    $  3,390    $  9,606    $  6,715
  Interest-earning deposits                 390         303         810       1,461
  Investment securities                     981       1,340       1,932       1,608
                                       --------    --------    --------    --------
      Total interest income               6,442       5,033      12,348       9,784
Interest expense:
  Deposits                                2,177       1,728       3,957       3,345
  Other borrowings                          607         262       1,173         608
                                       --------    --------    --------    --------
      Total interest expense              2,784       1,990       5,130       3,953
                                       --------    --------    --------    --------
Net interest income                       3,658       3,043       7,218       5,831
Loan loss provision                         193         140         379         240
                                       --------    --------    --------    --------
      Net interest income after loan
       loss provision                     3,465       2,903       6,839       5,591
Non-interest income                         594         473       1,008       1,010
Non-interest expense:
  Salaries and employee benefits          1,698       1,455       3,332       2,923
  Professional fees                         122         122         228         200
  Equipment                                 239         218         533         424
  Occupancy, net                            270         190         487         364
  Data processing                            68          57         130         112
  Advertising                               140         136         232         181
  Merger costs                              883           -         883           -
  Other                                     682         786       1,101       1,269
                                       --------    --------    --------    --------
      Total non-interest expense          4,102       2,964       6,926       5,473
                                       --------    --------    --------    --------
Income (loss) before income taxes           (43)        412         921       1,128
Provision for income taxes                 (193)       (107)       (535)       (358)
                                       ========    ========    ========    ========
      Net income (loss)                $   (236)   $    305    $    386    $    770

Earnings (loss) per common share:
  Basic                                $  (0.03)   $   0.04    $   0.04    $   0.09
                                       ========    ========    ========    ========
  Diluted                              $  (0.03)   $   0.04    $   0.04    $   0.09
                                       ========    ========    ========    ========

</TABLE>


See accompanying notes.
                                      5
<PAGE>

                     PREMIERWEST BANCORP AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                            (Dollars in Thousands)
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                  Accumulated
                                                                    Unearned         other                         Total
                                   Comprehensive     Retained         ESOP       comprehensive     Common       shareholders'
                                   income (loss)     earnings    compensation    income (loss)      stock          equity
-----------------------------------------------------------------------------------------------------------------------------

<S>                               <C>             <C>            <C>             <C>            <C>            <C>
BALANCE - JANUARY 1, 1999                         $      11,265  $        (890)  $         402  $      17,354  $       28,134

   Comprehensive loss:
     Net income                    $         770  $         770              -               -              -             770
     Net change in unrealized loss
       on investment securities
       available-for-sale,
       net of taxes                       (1,504)             -              -          (1,504)             -          (1,504)
                                   -------------
         Comprehensive loss        $        (734)
                                   =============

   ESOP compensation expense                                  -            155               -              -             155
   Cash dividend                                           (299)             -               -              -            (299)
   Amortization of stock
     compensation                                            11              -               -              -              11
   Stock options exercised                                    -              -               -             92              92
   Tax benefit of stock options
     exercised                                                -              -               -             62              62
                                                  -------------  -------------   -------------  -------------  --------------
BALANCE - JUNE 30, 1999                           $      11,747  $        (735)  $      (1,099) $      17,508  $       27,421
                                                  =============  =============   =============  =============  ==============

BALANCE - JANUARY 1, 2000                         $      12,710  $        (604)  $      (1,800) $      17,918  $       28,224

   Comprehensive income:
     Net income                    $         386            386              -               -              -             386
     Net change in unrealized loss
       on investment securities
       available-for-sale,
       net of taxes                          (63)             -              -             (63)             -             (63)
                                   -------------
         Comprehensive income      $         323
                                   =============

   ESOP compensation expense                                  -            111               -              -             111
   Stock options exercised                                    -              -               -            575             575
   Tax benefit of stock options
     exercised                                                -              -               -             29              29
                                                  -------------  -------------   -------------  -------------  --------------
BALANCE - JUNE 30, 2000                           $      13,096  $        (493)  $      (1,863) $      18,522  $       29,262
                                                  =============  =============   =============  =============  ==============

</TABLE>



See accompanying notes.


                                      6
<PAGE>

                     PREMIERWEST BANCORP AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Dollars in Thousands)
                                  (UNAUDITED)



<TABLE>
<CAPTION>

                                                                           FOR THE SIX MONTHS ENDED
                                                                        ------------------------------
                                                                          June 30,         June 30,
                                                                            2000             1999
                                                                        --------------  --------------
<S>                                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                            $          386  $          770
  Adjustments to reconcile net income to net cash used by
    operating activities:
      Depreciation and amortization                                                515             209
      Amortization of premiums on investment securities, net                        11               2
      Deferred income taxes                                                       (128)            (86)
      Dividends on Federal Home Loan Bank stock                                   (162)           (105)
      Loan loss provision                                                          379             240
      Recognition of deferred compensation relating to ESOP                        111             166
      Increase in accrued interest and other assets                             (1,394)         (1,221)
      Increase in accrued interest and other liabilities                           281              13
                                                                        --------------  --------------
           Net cash used by operating activities                                    (1)            (12)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of Federal Home Loan Bank
    and Federal Reserve Bank stock                                               4,606               8
  Purchases of investment securities available-for-sale                              -         (27,165)
  Proceeds from maturities of investment securities                              3,662           4,616
  Proceeds from sale of property and equipment                                     275               -
  Loan originations (increase) decrease, net                                   (44,125)            336
  Purchase of premises and equipment, net                                         (495)         (2,065)
                                                                        --------------  --------------
           Net cash used in investing activities                               (36,077)        (24,270)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits                                                      37,154          12,416
  Net borrowings from Federal Home Loan Bank and other borrowings                5,932           7,808
  Cash dividend                                                                      -            (299)
  Proceeds from exercise of stock options                                          575              92
                                                                        --------------  --------------
           Net cash provided by financing activities                            43,661          20,017
                                                                        --------------  --------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 7,583          (4,265)

CASH AND CASH EQUIVALENTS - Beginning of the period                             20,868          43,378
                                                                        --------------  --------------

CASH AND CASH EQUIVALENTS - End of the period                           $       28,451  $       39,113
                                                                        ==============  ==============

</TABLE>


See accompanying notes.


                                      7
<PAGE>

                     PREMIERWEST BANCORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STAEMENTS

                                 June 30, 2000

1.   SUMMARY OF OREGANIZATION, BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

     Organization  and  merger:  PremierWest  Bancorp was  incorporated in the
     state of Oregon on November  26,  1999.  Effective  on May 8, 2000,  in a
     reorganization  and  merger  accounted  for  as  a  pooling-of-interests,
     PremierWest  Bancorp  became the  holding  company for  PremierWest  Bank
     (formerly,  Bank of Southern Oregon); United Bancorp (United) merged with
     and into  PremierWest  Bancorp  and  United's  wholly  owned  subsidiary,
     Douglas  National  Bank,  merged  with  and  into  PremierWest  Bank.  In
     connection with the merger,  PremierWest  Bancorp issued 3,723,825 shares
     of its common stock to United  shareholders  and 4,857,540  shares of its
     common stock to PremierWest Bank shareholders.

     PremierWest  Bank  serves  Jackson,  Josephine  and  Douglas  counties of
     Southern Oregon.

     Basis of presentation:  The condensed  consolidated  financial statements
     include  the  accounts  of  PremierWest  Bancorp  and  its  wholly  owned
     subsidiaries,   PremierWest  Bank,  PremierWest  Investment  Company  and
     Premier  Finance  Company,  hereafter  referred  to as the  Company.  All
     significant  intercompany  accounts and transactions have been eliminated
     in consolidation.

     The interim condensed  consolidated financial statements are not audited,
     but include all  adjustments  that management  considers  necessary for a
     fair  presentation of the results of operations for such interim periods.
     In preparing the condensed consolidated financial statements,  management
     is required to make  estimates and  assumptions  that affect the reported
     amounts of assets and  liabilities  as of the date of the balance  sheets
     and income and expenses for the periods. Actual results could differ from
     those estimates.

     The  accompanying   condensed   consolidated   financial  statements  are
     presented  as though the merger had been  consummated  as of the earliest
     date reported. The balance sheet data as of December 31, 1999 was derived
     from audited  financial  statements and does not include all  disclosures
     contained in each of the Bank of Southern  Oregon's and United  Bancorp's
     1999  Annual  Report  to  Shareholders  and  included  in  the  Company's
     Registration Statement filed with the Securities and Exchange Commission,
     which became effective April 4, 2000. The interim condensed  consolidated
     financial  statements should be read in conjunction with each of the Bank
     of Southern  Oregon's and United  Bancorp's 1999  consolidated  financial
     statements,  including the notes  thereto,  included in their 1999 Annual
     Reports to  Shareholders  and the  Company's  April 4, 2000  Registration
     Statement.  The reader should keep in mind that the results of operations
     for the interim periods shown in the accompanying  condensed consolidated
     financial  statements are not  necessarily  indicative of results for any
     future interim periods or the entire fiscal year.

     Method of accounting:  The  Company prepares its financial  statements in
     conformity with generally  accepted  accounting  principles.  The Company
     utilizes the accrual method of accounting,  which recognizes  income when
     earned  and  expenses  when  incurred.   The   preparation  of  financial
     statements in conformity with generally  accepted  accounting  principles
     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.

2.   INVESTMENT SECURITIES AVAILABLE-FOR-SALE

     Investment  securities  available-for-sale  at June 30, 2000 and December
     31, 1999 consisted of the following:

<TABLE>
<CAPTION>
                                                    2000                             1999
                                       -------------------------------  ------------------------------
                                                    Gross    Estimated              Gross    Estimated
                                       Amortized  Unrealized   fair     Amortized Unrealized    fair
        (Dollars in thousands)            cost      losses     value       cost     losses      value
------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>        <C>        <C>       <C>        <C>
        U.S. agency securities         $  41,537  $  (1,760) $  39,777  $  41,532 $  (1,620) $   9,912
        Collateralized mortgage
         obligations and mortgage-
          backed securities               22,862       (624)    22,238     24,894      (785)    24,109
        Obligations of states and
         political subdivisions           16,797       (636)    16,161     17,394      (514)    16,880
        Equity securities                    437          -        437      1,448         -      1,448
                                       ---------  ---------  ---------  --------- ---------  ---------
         Total                         $  81,633  $  (3,020) $  78,613  $  85,268 $  (2,919) $  82,349
                                       =========  =========  =========  ========= =========  =========

</TABLE>

     At June 30,  2000,  approximately  $24 million in  investment  securities
     available-for-sale  were pledged to secure public  deposits and nonpublic
     deposits and borrowings.


                                      8
<PAGE>

3.   LOANS AND ALLOWANCE FOR LOAN LOSSES

     The  composition  of the loan portfolio at June 30, 2000 and December 31,
     1999 was as follows:

         (Dollars in thousands)                   2000            1999
     -------------------------------------------------------------------
     Commercial                                $  36,733       $  33,065
     Real estate - construction                   46,515          34,844
     Real estate - other                         124,545          97,620
     Consumer installment                          9,656           9,009
     Other                                           794             442
                                               ---------       ---------
                                                 218,243         174,980

     Allowance for loan losses                    (3,126)         (3,075)
     Deferred loan fees                             (539)           (485)
                                               ---------       ---------
       Loans - net                             $ 214,578       $ 171,420
                                               =========       =========

     Impaired loans,  on which the accrual of interest had been  discontinued,
     were  approximately  $2.97 million at June 30,  2000 and $2.80 million at
     December 31, 1999.

     A summary of changes in the  allowance for loan losses for the six months
     ended June 30, 2000 and 1999 were as follows:

     (Dollars in thousands)                           2000        1999
     -------------------------------------------------------------------
     Balance - Beginning of the period              $ 3,075      $ 2,832
     Loans charged-off                                 (402)        (163)
     Loan recoveries                                     74          209
     Loan loss provision                                379          240
                                                    -------      -------
     Balance - End of the period                    $ 3,126      $ 3,118
                                                    =======      =======


4.   LINE OF CREDIT AND OTHER BORROWINGS

     The Company has a line of credit with  Federal  Home Loan Bank of Seattle
     (FHLB) of  approximately  $32.8 million as of June 30, 2000. This line of
     credit  is  basically  secured  by  restricted  FHLB  stock  owned by the
     Company,  funds on deposit with FHLB,  investment  securities  and loans.
     Interest  and  principal  payments  are due  monthly  on any  outstanding
     borrowings.  As of June 30, 2000 and December  31, 1999,  the Company had
     drawn  $20.4 million  and  $10.0 million,   respectively,  of  short-term
     advances  from FHLB under the line of credit.  As of June 30,  2000,  all
     amounts  were due within 60 days at an average  annual  interest  rate of
     approximately  6.49%. The Company has also borrowed  long-term funds from
     the FHLB  against  this  line of  credit,  aggregating  $7.0 million  and
     $7.4 million as of June 30, 2000 and December 31,  1999, respectively. As
     of June 30, 2000,  $5 million  is due August 28, 2008,  and the remaining
     $2.0 million  is due at various times through  February 2014. The Company
     is making  monthly  principal  payments  of  approximately  $61,000  plus
     interest at rates of 5.82% to 7.75%.

     Borrowings of approximately  $14.0 million and  $18.6 million at June 30,
     2000 relate mostly to repurchase  agreements used for customer  overnight
     sweep  accounts.  The cost of these funds at June 30,  2000 is an average
     annual  rate  of  interest  of  approximately  5.3%.  Certain  investment
     securities,  as required, have been pledged as collateral to fully secure
     the long-term debt and the repurchase agreements.

     Additionally,  the Company has  approximately  $15.0 million in available
     borrowings through lines of credit with certain  correspondent  banks and
     through the Federal Reserve Bank's discount window.

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  condensed  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, 2000, the Company has $42,784,000
     of  commitments  to extend credit to customers and  $2,363,000 of standby
     letters of credit.



                                      9
<PAGE>

6.   EARNINGS PER SHARE

     The Company's basic earnings per common share is computed by dividing net
     income  or  loss  by  the  weighted   average  number  of  common  shares
     outstanding  during the period. The Company's diluted earnings per common
     share is computed by dividing net income or loss by the  weighted-average
     number of common shares  outstanding  plus dilutive common shares related
     to  stock  options.   The  weighted   average  number  of  common  shares
     outstanding for basic earnings per share  computations were approximately
     8.3 million for the three-month and six-month periods ended June 30, 2000
     and  approximately  8.1 million for the three-month and six-month periods
     ended June 30, 1999. Dilutive common shares related to stock options were
     approximately  297,000 for the  three-month  and six-month  periods ended
     June 30, 2000 and approximately 236,000 for the three-month and six-month
     periods ended June 30, 1999.

                                      10
<PAGE>

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

HIGHLIGHTS

As discussed in the notes  accompanying the condensed  consolidated  financial
statements included in this report, effective May 8, 2000, PremierWest Bancorp
and its subsidiaries (hereafter also referred to as the Company) consummated a
merger as a  pooling-of-interests.  The merger was  between  Bank of  Southern
Oregon, which changed its name to PremierWest Bank, and United Bancorp and its
wholly owned subsidiary,  Douglas National Bank. Accordingly,  information and
data included in the accompanying  condensed consolidated financial statements
and related  notes,  and  Management's  Discussion  and  Analysis of Financial
Condition  and Results of  Operations  have been combined as though the merger
had been  consummated  as of the  earliest  period  financial  information  is
presented.

Forward-looking   statements  are  based  on  the  beliefs  of  the  Company's
management and on assumptions made by and information  currently  available to
management.  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.

FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999

The Company  incurred a net loss of $236,000  for the three  months ended June
30, 2000, after recognizing $883,000 in expenses related to the merger. Merger
costs include a transaction  fee of $150,000 paid to the Company's  investment
banker, $515,000 for fees incurred for legal and accounting services,  $50,000
for  printing  and  administrative  charges,  and  $168,000  paid  to  a  data
processing  provider  for  early  contract  termination  and  data  processing
conversion  fees.  Excluding these one-time  mergers costs and for comparative
purposes, the Company had net income of approximately  $647,000,  which was an
increase of  $342,000  (or 112%)  compared  to the same  period in 1999.  This
increase is due mainly to a $615,000 increase in net interest income offset by
an  increase  of  $255,000  in  non-interest   expense  over  the  comparative
three-month period ended June 30, 1999.

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 periods indicated (dollars in thousands):

<TABLE>
<CAPTION>
  Analysis for the three-month periods ended                                    Increase
  June 30, 2000 and 1999                                 2000         1999     (Decrease)    %Change
  ---------------------------------------------------------------------------------------------------
<S>                                                   <C>         <C>          <C>             <C>
  Average interest-earning assets                     $   277,70  $   251,400  $    26,300     10.5%
  Average interest-bearing liabilities                $  296,600  $   243,400  $    53,200     21.9%
  Average total assets                                $  328,700  $   273,000  $    55,700     20.4%
  Average equity                                      $   29,500  $    28,400  $     1,100      3.9%

  Average yield earned                                      9.33%       8.03%        1.30%     16.2%
  Average rate paid                                         3.78%       3.28%       (0.50)%   (15.2)%

  Net interest spread                                       5.55%       4.75%        0.80%     16.8%

  Net interest income to average
    interest-earning assets                                 5.27%       4.85%        0.45%      9.3%
  Return on average assets, before merger costs             0.79%       0.45%        0.34%     75.5%
  Return on average equity, before merger costs             8.77%       4.31%        4.51%    104.6%
  Efficiency ratio, before merger costs                    75.71%      84.30%       (8.59)%   (10.2)%

</TABLE>

NET  INTEREST  INCOME.  Net  interest  income  before the loan loss  provision
increased  $615,000  for the  three-month  period ended June 30, 2000 over the
same period in 1999.  The increase was mainly due to an increase in the volume
of loans and corresponding increase in overall yields. The Company's volume of
interest-earning  assets increased  approximately $26 million during the three
months ended June 30,  2000 as compared to the  corresponding  period in 1999.
Although the Company's  cost of funds has increased by 50 basis points and the
volume of its  interest-bearing  liabilities  increased $53 million during the
three  months ended June 30, 2000 as compared to the  corresponding  period in
1999, the Company still  increased its interest rate margin by 80 basis points
resulting in a 20% increase in net interest margin.



                                      11
<PAGE>

LOAN LOSS PROVISION.  The loan loss provision  during the  three-month  period
ended June 30, 2000,  was $193,000 as compared to $140,000 for the same period
in 1999. The Company had net  charge-offs of $114,000  during the  three-month
period ended June 30,  2000,  compared to net  recoveries  of $108,000 for the
corresponding  period  in 1999.  Additions  to the loan  loss  provision  have
maintained  the  allowance  for loan  losses at $3.126  million as of June 30,
2000,  compared to  $3.118 million as of June 30, 1999. The Company's ratio of
allowance for loan losses to total loans was 1.43% at June 30, 2000,  compared
to  1.76%  at June  30,  1999.  Non-performing  assets  (defined  as  loans on
non-accrual  status,  90 days or more past due,  and other real estate  owned)
were  $3.766   million  and  $4.789   million  at  June  30,  2000  and  1999,
respectively.

NON-INTEREST  INCOME.  Non-interest income increased 25.6% to $594,000 for the
three months ended June 30, 2000,  as compared to $473,000 for the same period
in 1999. The increase in non-interest  income was primarily due to fees earned
from mortgage loan operations.

NON-INTEREST  EXPENSE.   Including  the  one-time  merger  costs  of  $883,000
discussed above,  non-interest  expense  increased  $1.4 million for the three
months  ended June 30, 2000 as compared to the  corresponding  period in 1999.
Excluding the merger costs and for comparative purposes,  non-interest expense
increased $255,000 or 8.6% over the same period in 1999. Salaries and employee
benefits  increased  $243,000 as a result of  additional  employees to support
customer service and growth of the Company' operations.  Occupancy,  equipment
and office  expenses  increased  $101,000  for the three months ended June 30,
2000, as compared to the same period in 1999.  This increase was attributed to
costs  associated  with a new  administration  and loan  production  facility,
including additional computer and phone equipment.

INCOME TAXES.  In  accordance  with  provisions  of the Internal  Revenue Code
(IRC), a significant  portion of merger costs is not deductible for income tax
purposes.  As a result,  the Company's taxable income resulted in an estimated
$193,000  (an average tax rate of 30%) in federal and state  income  taxes for
the  three-month  period ended June 30, 2000.  This compares to an average tax
rate of 26% for the  three-month  period ended June 30,  1999.  The higher tax
rate in 2000 is attributed to the graduated  income tax rate  structure of the
IRC.

FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999

Net income was  $386,000  for the six months  ended June 30,  2000,  which was
lower by $384,000 as compared to the same period in 1999. This decrease in net
income also includes the one-time merger costs of $883,000,  discussed  above.
Excluding the merger costs and to provide comparable  information,  net income
was $1.269 million, an increase of $499,000 or 64.8% over the first six months
of 1999.  During  the six months  ended June 30,  2000,  net  interest  income
increased by $1.387 million,  offset by an increase in non-interest expense of
$570,000,  excluding merger costs, over the comparative six-month period ended
June 30, 1999.

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 periods indicated (dollars in thousands):

<TABLE>
<CAPTION>
  Analysis for the six-month periods ended                                          Increase
  June 30, 2000 and 1999                                 2000           1999       (Decrease)     %Change
---------------------------------------------------------------------------------------------------------
<S>                                                  <C>            <C>           <C>               <C>
  Average interest-earning assets                    $   280,300    $   249,300   $    31,000       12.4%
  Average interest-bearing liabilities               $   282,600    $   239,000   $    43,600       18.2%
  Average total assets                               $   311,600    $   268,600   $    43,000       16.0%
  Average equity                                     $    29,100    $    28,400   $       700        2.5%

  Average yield earned                                      8.86%          7.91%         0.95%      12.0%
  Average rate paid                                         3.65%          3.33%         0.32%       9.6%

  Net interest spread                                       5.21%          4.58%         0.63%      13.8%

  Net interest income to average
    interest-earning assets                                 5.15%          4.68%         0.46%      23.2%
  Return on average assets, excluding merger costs          0.82%          0.57%         0.24%      41.4%
  Return on average equity, excluding merger costs          8.72%          5.42%         3.30%      60.3%
  Efficiency ratio, excluding merger costs                 73.46%         80.00%        (6.54)%     (8.2)%

</TABLE>



                                      12
<PAGE>

NET  INTEREST  INCOME.  Net  interest  income  before the loan loss  provision
increased $1,387 million for the six-month period ended June 30, 2000, for the
same period in 1999.

The  increase  was  primarily  due to an  increase  in the volume of loans and
related   yields   that  more  than  offset  an  increase  in  the  volume  of
interest-bearing  deposits and borrowings  and related rates paid.  During the
six-month period ended June 30, 2000, the volume of average loans increased by
approximately  $43 million,  while overall yields  increased  approximately 95
basis points as compared to the  corresponding  period in the prior year. Such
increases  more  than  offset  the  $44 million  increase  in  the  volume  of
interest-bearing  liabilities  and 32 basis  point  increase  in  rates  paid,
enabling the Company to increase its net interest margin by 23.8%.

LOAN LOSS PROVISION. The loan loss provision during the six-month period ended
June 30,  2000,  was  $379,000 as compared to $240,000  for the same period in
1999. The Company had net charge-offs of $328,000 during the six-month  period
ended June 30, 2000, compared to net recoveries of $46,000 for 1999.

NON-INTEREST INCOME. Non-interest income held steady at $1 million for the six
months ended June 30, 2000, as compared to the same period in 1999.

NON-INTEREST   EXPENSE.   Non-interest  expense  increased  to  $6.9  million,
including  $883,000 of one-time  merger  costs  discussed  above,  for the six
months ended June 30, 2000, as compared to $5.5 million for the same period in
1999.  Excluding  the  merger  costs  and  again  for  comparative   purposes,
non-interest  expense  increased by $570,000 for the six months ended June 30,
2000, as compared to June 30, 1999.  Salaries and employee benefits  increased
$409,000 with the increase in full-time employees supporting the high level of
customer  service and the  greater  volume of Company  operations.  Occupancy,
equipment  and office  expenses  increased  $232,000  for the six months ended
June 30,  2000,  as  compared to the same period in 1999.  This  increase  was
attributed to costs associated with the new administration and loan production
facility  that  opened in  December  1999 and  additional  computer  and phone
equipment.

INCOME TAXES. In accordance with provisions of the IRC and as discussed above,
a  significant  portion  of merger  costs is not  deductible  for  income  tax
purposes.  As a result,  the Company's taxable income resulted in an estimated
$535,000  (an average tax rate of 33%) in federal and state  income  taxes for
the six-month period ended June 30, 2000. This compares to an average tax rate
of 32% for the six-month period ended June 30, 1999.

FINANCIAL CONDITION. Total assets at June 30, 2000, increased 15% to over $341
million since  December 31,  1999, with growth in customer deposits of 16%, or
over $37 million.  The growth in customer  deposits,  increases in the Federal
Home  Loan  Bank  (FHLB)  borrowings  as  well  as a  decrease  in  investment
securities  and a sale of FHLB stock was primarily  used to increase  loans by
$43 million  during  the six months  ended  June 30,  2000.  The  increase  in
interest-bearing  demand deposits and time  certificates  of deposit  accounts
provided additional funds to lend while allowing for adequate liquidity.

LIQUIDITY.  Liquidity  enables the Company to meet withdrawals of its deposits
and borrowing needs of its loan customers. The Company maintains its liquidity
position  through  maintenance of cash resources and the stability of its core
deposit  base.  Liquidity  has been  relatively  stable and adequate  over its
history.  Short-term  deposits,  however,  have grown  while  excess  cash was
invested on a short-term  basis into federal  funds sold and  interest-earning
deposits with the FHLB. As of June 30,  2000, the Company had $15.9 million in
interest-earning  deposits. These funds will be used to pay down the Company's
short-term borrowings as such borrowings become due.

A further  source of  liquidity  is the  Company's  ability to borrow funds by
maintaining  a  secured  line-of-credit  with  the  FHLB  up  to  10%  of  the
PremierWest  Bank's total assets. As of June 30,  2000, $27.4 million had been
advanced in short and long-term borrowings from the FHLB against the Company's
credit line. Other  borrowings of  approximately  $14 million relate mostly to
repurchase agreements for customer overnight sweep accounts. The cost of these
funds is approximately  5.3%. The Company also has established  secured credit
lines of approximately $15 million through certain correspondent banks and the
discount window with the Federal Reserve Bank of San Francisco.

At June 30, 2000,  the Company had  approximately  $43 million in  outstanding
commitments to extend credit for newly approved loans and available  funds for
construction  projects.  Under the terms of such  commitments,  completion  of
specified  project  benchmarks must be certified before funds may be drawn. In
addition, it is anticipated that a portion of other 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.



                                      13
<PAGE>

CAPITAL  RESOURCES.  Federal  regulators require the calculation of risk-based
capital.  This is 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,  total risk-based capital
ratio should be at least 8.00%, Tier 1 capital ratio should be at least 4.00%,
and a leverage  capital  ratio  should be at least  4.00%.  At June 30,  2000,
PremierWest Bank's estimated regulatory capital ratios were as follows:  total
risk-based  capital ratio of 11.84%,  Tier 1  capital  ratio of 10.21%,  and a
leverage capital ratio of 8.76%. The Company's capital ratios also approximate
the capital ratios of PremierWest  Bank, since most Company capital and assets
include the capital and assets of PremierWest Bank. However,  were the Company
or PremierWest Bank fully leveraged, further growth could be restricted to the
level attainable through generation and retention of net income or the Company
could seek additional capital from outside sources.

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.  Management
actively  monitors and manages its interest rate risk  exposure.  Although the
Company  manages other risks,  as in credit quality and liquidity risk, in the
normal  course of business,  management  considers  interest rate risk to be a
significant  market risk,  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,
2000 as compared to December 31, 1999.



                                      14
<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL  PROCEEDINGS.  The Company may occasionally have pending routine
litigation resulting from the collection of secured and unsecured indebtedness
as part of its business of providing financial  services.  In some cases, such
litigation  will involve  counterclaims  or other claims  against the Company.
Other than  litigation in the normal course of business and in the  collection
of Company  loans and other such  assets,  the Company is not  involved in any
significant cases, which in management's  opinion would have a material impact
on the Company's financial condition.

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

On May 5, 2000, the  shareholders of Bank of Southern Oregon held their annual
meeting. The following proposals were voted upon and approved:

Proposal 1:  Adoption and approval  the  Agreement  and Plan of Merger and
share  Exchange,  dated as of October 7, 1999,  as amended as of  December
14, 1999, by among Bank of Southern Oregon,  PremierWest  Bancorp,  United
Bancorp and Douglas National Bank:

        For: 3,732,644
        Against: 37,484
        Abstentions and Broker Non-Votes: 742,609

Proposal 2: Reorganization of Bank of Southern Oregon into the holding company
form of ownership as a wholly owned subsidiary of PremierWest Bancorp:

        For: 3,758,372
        Against: 37,484
        Abstentions and Broker Non-Votes: 13,187

Proposal 3: The following  directors were elected to serve terms expiring with
the 2000 annual meeting of shareholders:

<TABLE>
<CAPTION>
          Jeffrey L.      John A.      Dennis N.    Richard K.    Richard R.   John L.       Patrick G.    James L.
          Chamberlain     Duke         Hoffbuhr     Karchmer      Hieb         Anhorn        Huycke        Patterson
          Director        Director     Director     Director      Director     Director      Director      Director
---------------------------------------------------------------------------------------------------------------------
<S>       <C>             <C>          <C>          <C>           <C>          <C>           <C>           <C>
For       4,240,479       4,241,729    4,241,729    4,241,729     4,241,529    4,241,729     4,240,729     4,240,099

Withheld     66,096          66,096       66,096       66,096       66,096        66,096        66,096        66,096

</TABLE>

Proposal 4: Ratification of the appointment of Symonds,  Evans & Larson,  P.C.
as independent  auditor of Bank of Southern  Oregon for the fiscal year ending
December 31, 2000:

        For: 4,470,331
        Against: 28,974
        Abstentions and Broker Non-Votes: 14,432


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  The following  exhibit is being filed herewith and this list  constitutes
     the Exhibit Index:

     Exhibit 27 Financial Data Schedule

(b)  Reports on Form 8-K

     On May 18,  2000, a Form 8-K was filed with the SEC to report the closing
     of the Plan of Merger and Share Exchange  between Bank of Southern Oregon
     and United  Bancorp and its wholly  owned  subsidiary,  Douglas  National
     Bank.

     On July 21,  2000,  a Form 8-K/A was filed with the SEC to amend Form 8-K
     reported on May 18, 2000.




                                      15
<PAGE>

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 8, 2000

PREMIERWEST BANCORP


By:  /s/ Bruce R. McKee
     -----------------------------------------
     Bruce R. McKee, Chief Financial Officer


By:  /s/ John L. Anhorn
     -----------------------------------------
     John L. Anhorn, Chief Executive Officer