EXHIBIT 14.1

                       PREMIER FINANCIAL BANCORP, INC.

                 CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER,
              CHIEF FINANCIAL OFFIER, AND CHIEF ACCOUNTING OFFICER

In my role as Chief Executive Officer (CEO), Chief Financial Officer (CFO) or
Chief Accounting Officer (CAO) of Premier Financial Bancorp, Inc. (the
"Company"), I have adhered to and advocated to the best of my knowledge and
ability the following principles and responsibilities governing professional
conduct and ethics:

1.   Act with honesty and integrity, avoiding actual or apparent conflicts of
     interest in personal and professional relationships. A "conflict of
     interest" exists when an individual's private interests interfere or
     conflict in any way (or even appear to interfere or conflict) with the
     interests of the Company.

2.   Provide constituents with information that is accurate, complete,
     objective, relevant, timely and understandable. If I am the CEO or CFO I
     shall review the annual and quarterly reports before certifying and filing
     them with the SEC.

3.   Comply with all applicable laws, rules, and regulations of federal, state,
     and local governments, and other appropriate private and public regulatory
     agencies.

4.   Act in good faith, responsibly, with due care, competence and diligence,
     without misrepresenting material facts or allowing my independent judgement
     to be subordinated.

5.   Respect the confidentiality of information acquired in the course of
     business except when authorized or otherwise legally obligated to disclose
     the information. I acknowledge that confidential information acquired in
     the course of business is not to be used for personal advantage.

6.   Proactively promote ethical behavior among employees at the Company and as
     a responsible partner with industry peers and associates.

7.   Maintain control over and responsibly manage all assets and resources
     employed or entrusted to me by the Company.

8.   Report illegal or unethical conduct by any director, officer or employee
     that has occurred, is occurring or may occur, including any potential
     violations of this Code or the Code of Business and Ethics. Such report
     shall be made to the Chairman of the Board of Directors and the Chairman of
     the Audit Committee of the Board of Directors and shall include conduct of
     a financial or non-financial nature.

9.   Comply with this Code and the Code of Business Conduct and Ethics. I
     understand that if I violate any part of this Code, I will be subject to
     disciplinary action up to and including termination.

I understand that this Code is subject to all applicable laws, rules and
regulations. This Code incorporates by reference the Code of Business Conduct
and Ethics that applies to all directors, officers, and employees.

I understand that if there is a conflict between this Code and a Company policy
or procedure, the Code of Business Conduct and Ethics, or any applicable law,
rule or regulation, then I must consult with the Chairman of the Board of
Directors or the Chairman of the Audit Committee of the Board of the Directors
for guidance.

I understand that there shall be no waiver of, modification of, or change to any
part of this Code except by a vote of the Board of Directors or a designated
Board committee. In the event that a waiver of, modification of, or a change to
this Code is granted, then the notice of the waiver, modification and/or change,
shall be disclosed as required by applicable law or applicable self regulatory
organization or SEC rules.




/s/ Robert W. Walker                                  April 14, 2004
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Chief Executive Officer                                     Date


/s/ Brien M. Chase                                    April 14, 2004
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Chief Financial Officer                                     Date



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Chief Accounting Officer                                    Date