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 September 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:  8,598,922  shares as of
November 10, 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...................................................15

Item 4. Submission of Matters to a Vote of Securities Holders...............15

Item 6. Exhibits and Reports on Form 8-K....................................15

Signatures..................................................................16


                                      3
<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                     PREMIERWEST BANCORP AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                              (Dollars in 000's)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                             September 30,  December 31,
                                                                 2000          1999
                                                             -------------  ------------
                     ASSETS

<S>                                                             <C>         <C>
CASH AND DUE FROM BANKS                                         $   9,830   $  12,593
FEDERAL FUNDS SOLD AND INTEREST-BEARING DEPOSITS                    6,646       8,275
                                                                ---------   ---------
      Total cash and cash equivalents                              16,476      20,868
INVESTMENT SECURITIES AVAILABLE-FOR-SALE                           78,650      82,349
LOANS, NET OF ALLOWANCE FOR LOAN LOSSES                           217,787     171,420
FEDERAL HOME LOAN BANK STOCK                                        1,466       5,818
PREMISES AND EQUIPMENT - NET                                       10,519      10,296
ACCRUED INTEREST AND OTHER ASSETS                                   6,611       5,901
                                                                ---------   ---------
      TOTAL ASSETS                                              $ 331,509   $ 296,652
                                                                =========   =========

      LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
  DEPOSITS:
   Non-interest-bearing checking                                $  44,485   $  43,789
   Savings and interest-bearing demand                            136,877     115,319
   Time                                                            94,521      70,637
                                                                ---------   ---------
      Total deposits                                              275,883     229,745
  FEDERAL HOME LOAN BANK BORROWINGS                                 6,854      17,402
  REPURCHASE AGREEMENTS & FEDERAL FUNDS PURCHASED                  15,291      18,600
  EMPLOYEE STOCK OWNERSHIP PLAN NOTES PAYABLE                         438         604
                                                                ---------   ---------
      Total borrowings                                             22,583      36,606
  OTHER LIABILITIES                                                 2,359       2,077
                                                                ---------   ---------
      Total liabilities                                           300,825     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 8,598,922 and 8,407,879 shares issued and outstanding
   in 2000 and 1999, respectively                                  18,575      17,918
  Retained earnings                                                13,902      12,710
  Unearned Employee Stock Ownership Plan compensation                (438)       (604)
  Accumulated other comprehensive loss                             (1,355)     (1,800)
                                                                ---------   ---------
      Total shareholders' equity                                   30,684      28,224
                                                                ---------   ---------
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                $ 331,509   $ 296,652
                                                                =========   =========
</TABLE>

See accompanying notes.

                                      4
<PAGE>
                     PREMIERWEST BANCORP AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
            (Dollars in 000's, Except for Earnings per Share Data)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                           FOR THE THREE MONTHS ENDED         FOR THE NINE MONTHS ENDED
                                                          ----------------------------      -----------------------------
                                                          September 30,   September 30,     September 30,    September 30,
                                                              2000              1999             2000              1999
                                                          --------------  ---------------   ---------------  ----------------

<S>                                                     <C>               <C>               <C>              <C>
Interest income:
   Interest and fees on loans                             $        5,527  $         3,608   $        15,133  $         10,323
Interest-earning deposits                                            108              342               233               990
   Investment securities                                           1,322            1,340             3,939             3,761
                                                          --------------  ---------------   ---------------  ----------------
         Total interest income                                     6,957            5,290            19,305            15,074
Interest expense:
   Deposits                                                        2,537            1,618             6,494             4,963
   Other borrowings                                                  478              421             1,651             1,029
                                                          --------------  ---------------   ---------------  ----------------
         Total interest expense                                    3,015            2,039             8,145             5,992
                                                          --------------  ---------------   ---------------  ----------------
Net interest income                                                3,942            3,251            11,160             9,082
Loan loss provision                                                  215              245               594               485
                                                          --------------  ---------------   ---------------  ----------------
         Net interest income after loan
           loss provision                                          3,727            3,006            10,566             8,597
Non-interest income                                                  529              548             1,537             1,558
Non-interest expense:
   Salaries and employee benefits                                  1,600            1,759             4,932             4,682
   Professional fees                                                  28               74               256               274
   Occupancy & equipment, net                                        379              401             1,399             1,189
   Data processing                                                    33               54               163               166
   Advertising                                                        69              121               301               302
   Merger & data conversion costs                                     65                -               948                 -
   Other                                                             896              537             1,997             1,806
                                                          --------------  ---------------   ---------------  ----------------
         Total non-interest expense                                3,070            2,946             9,996             8,419
                                                          --------------  ---------------   ---------------  ----------------
Income before income taxes                                         1,186              608             2,107             1,736
Provision for income taxes                                           380              176               915               534
                                                          --------------  ---------------   ---------------  ----------------

         Net income                                     $            806  $           432   $         1,192  $          1,202
                                                          ==============  ===============   ===============  ================

Earnings per common share:
   Basic                                                $           0.10  $          0.05   $          0.14  $           0.15
                                                          ==============  ===============   ===============  ================
   Diluted                                              $           0.09  $          0.05   $          0.14  $           0.14
                                                          ==============  ===============   ===============  ================

</TABLE>

See accompanying notes.

                                      5
<PAGE>

                     PREMIERWEST BANCORP AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                              (Dollars in 000's)
                                  (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)  $         405  $      17,354  $       28,134

   Comprehensive loss:
     Net income                    $       1,202          1,202              -               -              -           1,202
     Net change in unrealized loss
       on investment securities
       available-for-sale,
       net of taxes                       (1,659)             -              -          (1,659)             -          (1,659)
                                   -------------
         Comprehensive loss        $        (457)
                                   =============

   ESOP compensation expense                                  -            222               -              -             222
   Cash dividend                                           (299)             -               -              -            (299)
   Amortization of stock
     compensation                                            16              -               -              -              16
   Stock options exercised                                    -              -               -            285             285
   Tax benefit of stock options
     exercised                                                -              -               -             87              87
                                                  -------------  -------------   -------------  -------------  --------------
BALANCE - SEPTEMBER 30, 1999                      $      12,184  $        (668)  $      (1,254) $      17,726  $       27,988
                                                  =============  =============   =============  =============  ==============

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

   Comprehensive income:
     Net income                    $       1,192          1,192              -               -              -           1,192
     Net change in unrealized loss
       on investment securities
       available-for-sale,
       net of taxes                          445              -              -             445              -             445
                                   -------------
         Comprehensive income      $       1,637
                                   =============

   ESOP compensation expense                                  -            166               -              -             166
   Stock options exercised                                    -              -               -            625             625
   Tax benefit of stock options
     exercised                                                -              -               -             32              32
                                                  -------------  -------------   -------------  -------------  --------------
BALANCE - SEPTEMBER 30, 2000                      $      13,902  $        (438)  $      (1,355) $      18,575  $       30,684
                                                  =============  =============   =============  =============  ==============

</TABLE>

See accompanying notes.

                                      6
<PAGE>


                     PREMIERWEST BANCORP AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Dollars in 000's)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                              FOR THE NINE MONTHS ENDED
                                                                                          ---------------------------------
                                                                                          September 30,       September 30,
                                                                                              2000                1999
                                                                                          ---------------     ---------------
<S>                                                                                       <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                             $         1,192     $          1202
   Adjustments to reconcile net income to net cash provided by
     operating activities:
       Depreciation and amortization                                                                  783                 602
       Amortization (accretion) of premiums (discounts)
        on investment securities, net                                                                  17                (154)
       Deferred income taxes                                                                          (42)                160
       Dividends on Federal Home Loan Bank stock                                                     (186)               (309)
       Loan loss provision                                                                            594                 485
       Recognition of deferred compensation relating to ESOP                                          166                 222
       Decrease (increase) in accrued interest and other assets                                      (230)               (921)
       Increase in accrued interest and other liabilities                                             282                 928
                                                                                          ---------------     ---------------
              Net cash provided by operating activities                                             2,576               2,215

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of Federal Home Loan Bank
     and Federal Reserve Bank stock                                                                 4,538                 111
   Purchases of investment securities available-for-sale                                                -             (24,086)
   Proceeds from maturities of investment securities                                                4,403               5,490
   Loan originations, net                                                                         (47,643)            (14,861)
   Purchase of premises and equipment, net                                                         (1,006)             (2,498)
                                                                                          ---------------     ---------------
              Net cash used in investing activities                                               (39,708)            (35,844)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net increase in deposits                                                                        46,138              17,056
   Net (payments to) borrowings from Federal Home Loan Bank
    and other borrowings                                                                          (14,023)              9,142
   Cash dividend                                                                                        -                (299)
   Proceeds from exercise of stock options                                                            625                 285
                                                                                          ---------------     ---------------
              Net cash provided by financing activities                                            32,740              26,183
                                                                                          ---------------     ---------------

DECREASE IN CASH AND CASH EQUIVALENTS                                                              (4,392)             (7,446)

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

CASH AND CASH EQUIVALENTS - End of the period                                          $           16,476  $           35,932
                                                                                          ===============     ===============
</TABLE>

See accompanying notes.


                                      7
<PAGE>

                         PREMIERWEST BANCORP AND SUBSIDIARIES
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STAEMENTS

                                  September 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 (the 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  September  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 000's)                        cost        losses         value        cost        losses        value
                                                -----------  -----------  -----------  -----------  -----------   -----------

<S>                                             <C>          <C>          <C>          <C>          <C>           <C>
         U.S. agency securities                 $    41,534  $    (1,393) $    40,141  $    41,532  $    (1,620)  $    39,912
         Collateralized mortgage
           obligations and mortgage-backed
           securities                                21,407         (518)      20,889       24,894         (785)       24,109
         Obligations of states and
           political subdivisions                    16,683         (286)      16,397       17,394         (514)       16,880
         Equity securities                            1,223            -        1,223        1,448            -         1,448
                                                -----------  -----------  -----------  -----------  -----------   -----------
           Total                                $    80,847  $    (2,197) $    78,650  $    85,268  $    (2,919)  $    82,349
                                                ===========  ===========  ===========  ===========  ===========   ===========
</TABLE>

     At September 30, 2000, approximately $32 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 September 30, 2000 and December
     31, 1999 was as follows:

<TABLE>
<CAPTION>
         (Dollars in 000's)                              2000      1999
                                                      ---------  ---------

<S>                                                   <C>        <C>
      Commercial                                      $  38,029  $  33,065
      Real estate - construction                         46,683     34,844
      Real estate - other                               110,301     97,620
      Consumer installment                               24,905      9,009
      Other                                               1,705        442
                                                      ---------  ---------

                                                        221,623    174,980
      Allowance for loan losses                          (3,354)    (3,075)
      Deferred loan fees                                   (482)      (485)
                                                      ---------  ---------
        Loans - net                                   $ 217,787  $ 171,420
                                                      =========  =========

</TABLE>

     Impaired loans,  on which the accrual of interest had been  discontinued,
     were approximately $2.43 million at September 30,  2000 and $2.80 million
     at December 31, 1999.

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

<TABLE>
<CAPTION>
      (Dollars in 000's)                                 2000      1999
                                                      ---------  ---------

<S>                                                   <C>        <C>
      Balance - Beginning of the period               $   3,075  $   2,832
      Loans charged-off                                    (404)      (845)
      Loan recoveries                                        89        225
      Loan loss provision                                   594        485
                                                      ---------  ---------
      Balance - End of the period                     $   3,354  $   2,697
                                                      =========  =========
</TABLE>

4.   LINE OF CREDIT AND OTHER BORROWINGS

     The Company has a line of credit with  Federal  Home Loan Bank of Seattle
     (FHLB) up to  approximately  $49 million as of September  30, 2000.  This
     line of credit is secured by  restricted  FHLB stock owned by the Company
     and is  limited to 15% of the  Bank's  total  assets and by the amount of
     FHLB stock held by the Bank.  Interest  and  principal  payments  are due
     monthly on any  outstanding  borrowings.  As of  September  30,  2000 and
     December  31,  1999,   the  Company  had  drawn  $0  and   $10.0 million,
     respectively,  of short-term advances from FHLB under the line of credit.
     The Company has also borrowed  long-term funds from the FHLB against this
     line of credit,  aggregating approximately  $6.9 million and $7.4 million
     as of  September  30, 2000 and  December 31,  1999,  respectively.  As of
     September 30, 2000,  $5 million is due August 28, 2008, and the remaining
     $1.9 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  $14.7 million and $18.6 million at September
     30, 2000 and December 31, 1999,  relate mostly to  repurchase  agreements
     used for customer  overnight sweep  accounts.  The cost of these funds at
     September 30, 2000 is an average annual rate of interest of approximately
     5.30%. Certain investment securities,  as required,  have been pledged as
     collateral  to  fully  secure  the  long-term  debt  and  the  repurchase
     agreements.

     Additionally,  as of  September  30, 2000 the  Company has  approximately
     $18.5  million  in  available  borrowings  through  lines of credit  with
     certain  correspondent  banks and  through  the  Federal  Reserve  Bank's
     discount window.


                                      9
<PAGE>

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  September  30,  2000,  the  Company  has
     $39,521,000  of commitments to extend credit to customers and $461,000 of
     standby letters of credit.

6.   EARNINGS PER SHARE

     The  Company's  basic  earnings per common share are computed by dividing
     net income 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 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  8.4 million for the
     three-month   and  nine-month   periods  ended  September  30,  2000  and
     approximately  8.1 million  for the  three-month  and nine-month  periods
     ended September 30, 1999. Dilutive common shares related to stock options
     were approximately 270,000 and 265,000 for the three-month and nine-month
     periods ended September 30, 2000, respectively, and approximately 212,000
     and 202,000 for the  three-month  and nine-month  periods ended September
     30, 1999, respectively.

                                      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 SEPTEMBER 30, 2000 AND 1999

The Company had net income of $806,000 for the three  months  ended  September
30, 2000,  including $65,000 in expense related to the Company's recent merger
and data conversion costs.  Excluding these one-time costs and for comparative
purposes, the Company had net income of approximately  $871,000,  which was an
increase of  $439,000  (or 102%)  compared  to the same  period in 1999.  This
increase is due mainly to a $691,000 increase in net interest income offset by
an  increase  of  $59,000  in   non-interest   expense  over  the  comparative
three-month period ended September 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
  September 30, 2000 and 1999                            2000         1999     (Decrease)    %Change
  ---------------------------------------------       ----------  -----------  -----------  ---------
<S>                                                   <C>         <C>          <C>             <C>
  Average interest-earning assets                     $  304,534  $   262,199  $    42,335     16.2%
  Average interest-bearing liabilities                $  253,060  $   239,677  $    13,383      5.6%
  Average total assets                                $  327,792  $   285,233  $    42,559     14.9%
  Average equity                                      $   29,978  $    27,788  $     2,190      7.9%

  Average yield earned                                      9.09%        8.03%        1.06%    13.2%
  Average rate paid                                         4.74%        3.38%        1.36%    40.1%
                                                      ----------  -----------  -----------
  Net interest spread                                       4.35%        4.64%       (0.29)%   (6.3)%
                                                      ==========  ===========  ===========

  Net interest income to average
    interest-earning assets                                 5.15%        4.93%        0.22%     4.4%
  Return on average assets, before merger costs             1.06%        0.60%        0.46%    76.7%
  Return on average equity, before merger costs            11.56%        6.18%        5.38%    87.1%
  Efficiency ratio, before merger costs                    67.21%       77.94%      (10.73)%  (13.8)%

</TABLE>


                                      11
<PAGE>

NET  INTEREST  INCOME.  Net  interest  income  before the loan loss  provision
increased  $691,000 for the  three-month  period ended September 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 $42 million during
the three months  ended  September 30,  2000 as compared to the  corresponding
period in 1999. Because the Company's cost of funds increased to 4.74% and the
volume of its  interest-bearing  liabilities  increased $13 million during the
three months ended September 30, 2000 as compared to the corresponding  period
in 1999,  the  Company's  interest  rate margin  decreased  by 22 basis points
resulting in a 6% decrease in net interest margin.

LOAN LOSS PROVISION.  The loan loss provision  during the  three-month  period
ended  September  30, 2000,  was $215,000 as compared to $245,000 for the same
period  in  1999.  The  Company  had net  recoveries  of  $11,000  during  the
three-month  period ended  September 30, 2000,  compared to net charge-offs of
$653,000  for the  corresponding  period in 1999.  Additions  to the loan loss
provision  have  maintained the allowance for loan losses at $3.354 million as
of September 30, 2000,  compared to  $2.698 million  as of September 30, 1999.
The  increase in the  allowance  for loan losses is  primarily  related to the
increase  in loans in addition to  specific  and  inherent  losses in the loan
portfolio. The Company's ratio of allowance for loan losses to total loans was
1.52%  at  September  30,  2000,  compared  to 1.73% at  September  30,  1999.
Non-performing assets (defined as loans on non-accrual status, 90 days or more
past due,  and other  real  estate  owned)  either  specifically  reserved  or
adequately  collateralized were $4.327 million and $2.878 million at September
30, 2000 and 1999, respectively.

NON-INTEREST  INCOME.  Non-interest  income decreased slightly to $529,000 for
the three months  ended  September  30, 2000,  as compared to $548,000 for the
same period in 1999. The decrease in non-interest  income was primarily due to
lower fees earned from deposit service charges and brokerage commissions.

NON-INTEREST EXPENSE.  Including the one-time merger and data conversion costs
of $65,000, non-interest expense increased $124,000 for the three months ended
September 30, 2000 as compared to the corresponding  period in 1999. Excluding
the  merger  and  data  conversion   costs  and  for   comparative   purposes,
non-interest  expense  increased $59,000 or 2.0% over the same period in 1999.
Salaries and employee benefits  decreased  $159,000 as a result of lower costs
associated  with  recruiting and hiring and profit sharing  expense related to
the  Company's  employee  stock  option  plan  during the three  months  ended
September 30, 2000 as compared to the corresponding period in 1999. Occupancy,
equipment,  data  processing  and  advertising  expenses  decreased a total of
$95,000 for the three months ended September 30, 2000, as compared to the same
period in 1999. This decrease was attributed to reduction in costs  associated
with building maintenance and repairs, conversion from an outside data service
bureau and a more  focused  advertising  campaign  compared to the three month
period ended  September  30, 1999.  Other  non-interest  expense  increased by
$359,000 due to various factors  including costs increases  related to ATM and
phone networks, training of personnel on new computer systems, and armored car
and courier services between service branches.

INCOME TAXES.  In  accordance  with  provisions  of the Internal  Revenue Code
(IRC),  certain merger costs are not deductible for income tax purposes.  As a
result,  the Company's  taxable income  resulted in an estimated  $380,000 (an
effective  tax  rate  of  32%) in  federal  and  state  income  taxes  for the
three-month period ended September 30, 2000. This compares to an effective tax
rate of 29% for the three-month period ended September 30, 1999.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

Net income was $1,192,000 for the nine months ended September 30, 2000,  which
was lower by $10,000 as compared to the same period in 1999.  This decrease in
net income also  includes the  one-time  merger and data  conversion  costs of
$948,000.  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,  $70,000 for printing and  administrative  charges,  and
$168,000 paid to a data processing provider for early contract termination and
data  processing  conversion  fees.  Conversion  costs  incurred  in the third
quarter of the year were $45,000.  Excluding  these merger and data conversion
costs and to provide comparable information, net income was $2.140 million, an
increase of  $938,000  or 78% over the first nine  months of 1999.  During the
nine months  ended  September  30,  2000,  net  interest  income  increased by
$2.078 million,  offset by an increase in  non-interest  expense of  $629,000,
excluding merger and data conversion  costs,  over the comparative  nine-month
period ended September 30, 1999.


                                      12
<PAGE>

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 nine-month periods ended                                     Increase
  September 30, 2000 and 1999                            2000         1999     (Decrease)    %Change
  ---------------------------------------------       ----------  -----------  -----------  ---------

<S>                                                   <C>         <C>          <C>             <C>
  Average interest-earning assets                     $  293,690  $   253,252  $    40,438     16.0%
  Average interest-bearing liabilities                $  243,827  $   229,182  $    14,645      6.4%
  Average total assets                                $  319,615  $   273,914  $    45,701     16.7%
  Average equity                                      $   29,459  $    28,222  $     1,237      4.4%

  Average yield earned                                      8.78%        7.95%        0.83%    10.4%
  Average rate paid                                         4.46%        3.49%        0.97%    27.8%

  Net interest spread                                       4.32%        4.46%       (0.14)%   (3.1)%

  Net interest income to average
    interest-earning assets                                 5.08%        4.79%        0.29%     6.0%
  Return on average assets, excluding merger costs          0.89%        0.59%        0.31%    52.6%
  Return on average equity, excluding merger costs          9.70%        5.69%        4.01%    70.6%
  Efficiency ratio, excluding merger costs                 71.26%       79.13%       (7.87)%   (9.9)%

</TABLE>


NET  INTEREST  INCOME.  Net  interest  income  before the loan loss  provision
increased $2.1 million for the nine-month  period ended September 30, 2000, as
compared to 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
nine-month  period  ended  September  30,  2000,  the volume of average  loans
increased  by  approximately  $64 million,   while  overall  yields  increased
approximately 83 basis points as compared to the  corresponding  period in the
prior year. Such increases more than offset the $14.6 million  increase in the
volume of  interest-bearing  liabilities  and 97 basis point increase in rates
paid,  positively  impacting  the  Company's  net interest  margin by 29 basis
points.

LOAN LOSS  PROVISION.  The loan loss provision  during the  nine-month  period
ended  September  30, 2000,  was $594,000 as compared to $485,000 for the same
period in 1999.  The  Company  had net  charge-offs  of  $315,000  during  the
nine-month  period ended  September 30, 2000,  compared to net  charge-offs of
$620,000 for 1999. The provision for loan losses was increased during the year
because of the  increase  in loans.  Offsetting  this was the  decrease in net
charge-offs as a result of the impact of improved underwriting policies.

NON-INTEREST  INCOME.  Non-interest  income held fairly steady at $1.5 million
for the nine months ended  September 30,  2000, as compared to the same period
in 1999.

NON-INTEREST EXPENSE. Non-interest expense increased to $10 million, including
$948,000 of one-time merger and data conversion costs discussed above, for the
nine months ended September 30, 2000, as compared to $8.4 million for the same
period in 1999.  Excluding the merger and data conversion  costs and again for
comparative purposes,  non-interest expense increased by $629,000 for the nine
months ended  September 30, 2000, as compared to September 30, 1999.  Salaries
and  employee  benefits  increased  $250,000  with the  increase in  full-time
employees supporting the high level of customer service and the greater volume
of Company operations. Occupancy and equipment expenses increased $210,000 for
the nine months ended  September 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.  While  the size of the  Company's
operations  expanded,  costs in other non-interest expense have also increased
though to a lesser degree. Management of the Company continually reviews areas
to reduce  duplication of  operational  processes in an effort to reduce other
non-interest expenses.

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
$915,000 (an  effective tax rate of 43%) in federal and state income taxes for
the nine-month  period ended September 30, 2000. This compares to an effective
tax rate of 31% for the nine-month period ended September 30, 1999.

FINANCIAL CONDITION. Total assets at September 30, 2000, increased 12% to over
$331 million since December 31, 1999, with growth in customer deposits of 20%,
or over $46  million.  The  growth  in  customer  deposits,  $4.4  million  in
maturities  of investment  securities  and the sale of $2.4 million in Federal
Home Loan Bank (FHLB) and Federal  Reserve Bank stock were  primarily  used to
increase  loans by  $46 million  and reduce FHLB  borrowings  of $10.5 million
during the nine months ended September 30, 2000.



                                      13
<PAGE>

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 September 30, 2000, the Company had $6.6 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 up to 15% of the  Bank's
total  assets.  As of  September 30,  2000,  $6.9 million had been advanced in
long-term  borrowings from the FHLB against the Company's  credit line.  Other
borrowings  of  approximately   $15.3  million  relate  mostly  to  repurchase
agreements for customer  overnight sweep accounts.  The cost of these funds is
approximately  5.30%. The Company also has established secured credit lines of
approximately  $18.5  million  through  certain  correspondent  banks  and the
discount window with the Federal Reserve Bank of San Francisco.

At  September  30,  2000,  the  Company  had   approximately  $40  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.

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 September 30, 2000,
PremierWest Bank's estimated regulatory capital ratios were as follows:  total
risk-based  capital ratio of 12.22%,  Tier 1  capital  ratio of 10.98%,  and a
leverage capital ratio of 9.04%. 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 September
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.

      NONE


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibit 27 - Financial Data Schedule

(b)   Reports on Form 8-K

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: November 13, 2000
PREMIERWEST BANCORP

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


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






                                      16