UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13D
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[Rule
13d-101]
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INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§240.13d-2(a)
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(Amendment
No. ____)*
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PREMIER
FINANCIAL BANCORP, INC.
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(Name
of Issuer)
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COMMON
STOCK
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(Title
of Class of Securities)
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74050M
10 5
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(CUSIP
Number)
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John
Sheldon Clark
1633
Broadway, 30th
Floor
New
York, New York 10019
(212)
707-8771
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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June
24, 2008
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(Date
of Event which Requires Filing of this Statement)
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If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
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Note: Schedules
filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See §240.13d-7(b) for
other parties to whom copies are to be sent.
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*
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The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures in a prior cover page.
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The
information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of
the Act (however, see the
Notes).
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CUSIP
No. 74050M 10 5
|
13D
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Page
2 of 6 Pages
|
1
|
NAME
OF REPORTING PERSON *
John
Sheldon Clark
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
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4
|
SOURCE
OF FUNDS
PF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[
]
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6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
506,095
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8
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SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
506,095
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
506,095
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.92%
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14
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TYPE
OF REPORTING PERSON
IN
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CUSIP
No. 74050M 10 5
|
13D
|
Page 3 of
6 Pages
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CUSIP
No. 74050M 10 5
|
13D
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Page 4 of
6 Pages
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CUSIP
No. 74050M 10 5
|
13D
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Page 5 of
6 Pages
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Date
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Amount
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Price
Per Share
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6/24/08
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20,000(1)
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$11.00
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6/10/08
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40,000(1)
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$11.00
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4/30/08
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40,000(1)
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$11.40
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(1)
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All
of such shares were purchased by the Reporting Person for his own account
and not for the family
trusts.
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CUSIP
No. 74050M 10 5
|
13D
|
Page
6 of 6 Pages
|
/s/
John Sheldon Clark
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John
Sheldon Clark
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Date: June
25, 2008
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