# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

# Washington, D.C. 20549

# FORM 10-QSB

| | [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
| | -------------------------------------------------------------------------------------------
| |                                                                                            
| | For the quarterly period ended September 30, 2003                                          

| | [   ]  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
333-69973

First Capital Bank Holding Corporation(Exact name of registrant as specified in its charter)

|Florida                  |  | 59-3532208                          
|------------------------ |  | ------------------------------------
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)

1891 South 14th StreetFernandina Beach, Florida 32304
(Address of principal executive offices)   (Zip Code)

904-321-0400(Telephone Number)

Not Applicable(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares  outstanding  of each of the
issuer's  classes of common  equity,  as of the latest practicable  date:    1,008,000  shares of common  stock,  $.01 par value per  share,  issued and  outstanding  as of
November 7, 2003.

Transitional Small Business Disclosure
Format (check one):     Yes    NoX

---

# FIRST CAPITAL BANK
HOLDING CORPORATION

# PART I. FINANCIAL
INFORMATION

Item 1.         Financial Statements

The
financial statements of First Capital Bank Holding Corporation (the Company)
are set forth in the following pages.

2

---

# FIRST CAPITAL BANK
HOLDING CORPORATION

# Consolidated Balance
Sheets

|                                                    | September 30, 2003 | December 31, 2002
|--------------------------------------------------- | ------------------ | -----------------
|
|Assets                                              |                    |                  
|Cash                                                |                    |                  
|Interest bearing deposits with other banks          |                    |                  
|Federal funds sold                                  |                    |                  
|                                                    |                    |                  
|Total cash and cash equivalents                     |                    |                  
|Investments available for sale                      |                    |                  
|Other investments                                   |                    |                  
|Loans, net                                          |                    |                  
|Loans available for sale                            |                    |                  
|Premises and equipment, net                         |                    |                  
|Other assets                                        |                    |                  
|                                                    |                    |                  
|                                                    |                    |                  
|                                                    |                    |                  
|Liabilities and Stockholders' Equity                |                    |                  
|Deposits:                                           |                    |                  
|Non interest demand                                 |                    |                  
|Interest bearing demand                             |                    |                  
|Savings                                             |                    |                  
|Time                                                |                    |                  
|Time over $100,000                                  |                    |                  
|                                                    |                    |                  
|Total deposits                                      |                    |                  
|                                                    |                    |                  
|Federal Home Loan Bank Advances                     |                    |                  
|Warehouse line of credit                            |                    |                  
|Accrued interest payable and other liabilities      |                    |                  
|                                                    |                    |                  
|Total liabilities                                   |                    |                  
|                                                    |                    |                  
|Preferred stock, par value $.01, 1,000,000 shares   |                    |                  
|authorized; no shares issued or outstanding         |                    |                  
|Common stock, par value $.01, 10,000,000 shares     |                    |                  
|authorized; 1,008,000 shares issued and outstanding |                    |                  
|Additional paid-in capital                          |                    |                  
|Retained earnings                                   |                    |                  
|Other comprehensive income                          |                    |                  
|                                                    |                    |                  
|Total stockholders' equity                          |                    |                  
|                                                    |                    |                  
|                                                    |                    |                  
|                                                    |                    |                  

See accompanying notes to financial
statements.

3

---

# FIRST CAPITAL BANK
HOLDING CORPORATION Statements of Earnings

# For the Three Months and
the Nine Months Ended September 30, 2003 and 2002 (Unaudited)

|                                                    | Three Months Ended | Nine Months Ended
|--------------------------------------------------- | ------------------ | -----------------
|
|
|Interest income:                                    |                    |                  
|Interest and fees on loans                          |                    |                  
|Interest income on investment securities            |                    |                  
|Interest income on federal funds sold               |                    |                  
|Interest income on deposits in other banks          |                    |                  
|                                                    |                    |                  
|Total interest income                               |                    |                  
|                                                    |                    |                  
|Interest expense:                                   |                    |                  
|Interest bearing deposits                           |                    |                  
|Interest on FHLB borrowings                         |                    |                  
|Interest on other borrowings                        |                    |                  
|                                                    |                    |                  
|Total interest expense                              |                    |                  
|Net interest income                                 |                    |                  
|Provision for loan losses                           |                    |                  
|                                                    |                    |                  
|Net interest income after provision for loan losses |                    |                  
|                                                    |                    |                  
|Noninterest income:                                 |                    |                  
|Service charges on deposit accounts                 |                    |                  
|Mortgage and SBA related fees and income            |                    |                  
|Gain on sales of loans                              |                    |                  
|Gain on sales of securities                         |                    |                  
|Other                                               |                    |                  
|                                                    |                    |                  
|Total noninterest income                            |                    |                  
|                                                    |                    |                  
|Noninterest expense:                                |                    |                  
|Salaries and employee benefits                      |                    |                  
|Occupancy                                           |                    |                  
|Other                                               |                    |                  
|                                                    |                    |                  
|Total noninterest expense                           |                    |                  
|                                                    |                    |                  
|Net earnings before provision for income taxes      |                    |                  
|                                                    |                    |                  
|Provision for income taxes:                         |                    |                  
|                                                    |                    |                  
|Net income:                                         |                    |                  
|                                                    |                    |                  
|Earnings Per Share:                                 |                    |                  
|Basic                                               |                    |                  
|                                                    |                    |                  
|Diluted                                             |                    |                  
|                                                    |                    |                  

See
accompanying notes to financial statements.

4

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# FIRST CAPITAL BANK
HOLDING CORPORATION Statements of Operations and Comprehensive Income (Loss)

# For the Three Months
and the Nine Months Ended September 30, 2003 and 2002 (Unaudited)

|                                         | Three Months | Nine Months
|---------------------------------------- | ------------ | -----------
|
|
|
|Net earnings                             |              |            
|                                         |              |            
|Other comprehensive income, net of tax:  |              |            
|Unrealized (losses) gains on investment  |              |            
|Securities available for sale:           |              |            
|Unrealized (losses) gains arising during |              |            
|the period                               |              |            
|Associated benefit (taxes)               |              |            
|                                         |              |            
|Reclassification adjustment for gains    |              |            
|Associated taxes                         |              |            
|                                         |              |            
|Other comprehensive (loss) income        |              |            
|                                         |              |            
|Comprehensive income                     |              |            
|                                         |              |            

5

---

# FIRST CAPITAL BANK HOLDING
CORPORATION Statements of Cash Flows

# For the Nine Months
Ended September 30, 2003 and 2002

# (Unaudited)

|                                                            | 2003 | 2002
|----------------------------------------------------------- | ---- | ----
|Cash flows from operating activities:                       |      |     
|Net income                                                  |      |     
|Adjustments to reconcile net income to net cash:            |      |     
|Operating activities:                                       |      |     
|Depreciation, amortization and accretion                    |      |     
|Provision for loan losses                                   |      |     
|Net change in loans held for sale                           |      |     
|Change in other assets                                      |      |     
|Change in other liabilities                                 |      |     
|                                                            |      |     
|Net cash (used) provided by in operating activities         |      |     
|                                                            |      |     
|Cash flows from investing activities:                       |      |     
|Proceeds from maturities, calls, and paydowns of securities |      |     
|Purchase of investment securities available for sale        |      |     
|Redemption (purchase) of other investments                  |      |     
|Net change in portfolio loans                               |      |     
|Purchase of premises and equipment                          |      |     
|                                                            |      |     
|Net cash used in investing activities                       |      |     
|                                                            |      |     
|Cash flows provided by financing activities                 |      |     
|Net change in deposits                                      |      |     
|Net change in repurchase agreements                         |      |     
|Net change in warehouse line of credit                      |      |     
|Proceeds from other borrowings                              |      |     
|                                                            |      |     
|Net cash provided by financing activities                   |      |     
|                                                            |      |     
|Net increase in cash                                        |      |     
|                                                            |      |     
|Cash and cash equivalents at the beginning of the period    |      |     
|                                                            |      |     
|Cash and cash equivalents at the end of the period          |      |     
|                                                            |      |     
|Supplemental cash flow information:                         |      |     
|Interest paid                                               |      |     
|                                                            |      |     
|Taxes paid                                                  |      |     
|                                                            |      |     

6

See
accompanying notes to financial statements.

---

# FIRST CAPITAL BANK
HOLDING CORPORATION

# Notes to Financial Statements

# (Unaudited)

# Note 1  Critical
Accounting Policies

We
have adopted various accounting policies, which govern the application of accounting
principles generally accepted in the United States in the preparation of our financial
statements. Our significant accounting policies are described in the footnotes to the
consolidated financial statements at December 31, 2002 as filed on our annual report on
Form 10-KSB.

Certain
accounting policies involve significant judgments and assumptions by us, which have a
material impact on the carrying value of certain assets and liabilities. We consider these
accounting policies to be critical accounting policies. The judgments and assumptions we
use are based on historical experience and other factors, which we believe to be
reasonable under the circumstances. Because of the nature of the judgments and assumptions
we make, actual results could differ from these judgments and estimates which could have a
material impact on our carrying values of assets and liabilities and our results of
operations.

Many
of our assets and liabilities are recorded using various valuation techniques that require
significant judgment as to recoverability. We believe the allowance for loan losses is a
critical accounting policy that requires the most significant judgments and estimates used
in preparation of our consolidated financial statements. Refer to the portion of this
discussion that addresses our allowance for loan losses for a description of our processes
and methodology for determining our allowance for loan losses. In addition, investment
securities and mortgage loans held for sale are reflected at their estimated fair value in
the consolidated financial statements. Such amounts are based on either quoted market
prices or estimated values derived by our using dealer quotes or market comparisons.

In
our opinion, all accounting adjustments necessary to accurately reflect the financial
position and results of operations on the accompanying financial statements have been
made. These adjustments are considered normal and recurring accruals are considered
necessary for a fair and accurate presentation. The results for interim periods are not
necessarily indicative of results for the full year or any other interim periods.

# Stock Compensation Plans

We
have elected not to expense stock options and, as such, have provided proforma disclosures
of net earnings and earnings per share, as if the fair value method of accounting had been
applied. Had compensation cost for the plan been determined based upon the fair value of
the options at the grant dates, our net earnings and net earnings per share for the
quarter ended September 30, 2003 and 2002, would have been reduced to the proforma amounts
indicated below:

|                           |  | Quarter Ended | Nine Months Ended
|-------------------------- |  | ------------- | -----------------
|
|
|
|Net earnings               |  |               | As reported      
|                           |  |               | Proforma         
|                           |  |              
|Basic earnings per share   |  |               | As reported      
|                           |  |               | Proforma         
|                           |  |              
|Diluted earnings per share |  |               | As reported      
|                           |  |               | Proforma         

The
fair value of each option is estimated on the date of grant using the Minimum Value
pricing model with the following assumptions used for grants in 2003: no dividend yield, a
risk free interest rate of 4.35% and an expected life of 10 years. The difference between
the net earnings as reported and proforma is the expense associated with the grants, which
would have been earned in the period. During the first and second quarters of 2003, the
Company granted 4,000 and 6,000 options, respectively. No options were granted during the
third quarter of 2003. The average weighted fair value of the options granted was $3.94
for those options granted during 2003. This expense was calculated based on the number of
options vested during the period multiplied by the fair value at the time of grant net of
the related tax effect.

7

---

# Significant accounting
policies continued

# Note 2  Earnings per
share

Basic
earnings per share is based on the weighted average number of common shares outstanding
during the period while the effects of potential common shares outstanding during the
period are included in diluted earnings per share. The average market price during the
year is used to compute equivalent shares. Reconciliation of the amounts used in the
computation of both basic earnings per share and diluted earnings per
share for the quarter and the nine month periods ended September 30, 2003 and 2002
are as follows:

|                                              | For the nine months ended September 30, 2003
|--------------------------------------------- | --------------------------------------------
|
|
|Basic earnings per share                      |                                             
|Effect of dilutive securities - Stock Options |                                             
|                                              |                                             
|Diluted earnings per share                    |                                             
|                                              |                                             

|                                              | For the quarter ended September 30, 2003
|--------------------------------------------- | ----------------------------------------
|
|
|Basic earnings per share                      |                                         
|Effect of dilutive securities - Stock Options |                                         
|                                              |                                         
|Diluted earnings per share                    |                                         
|                                              |                                         

|                                              | For the nine months ended September 30, 2002
|--------------------------------------------- | --------------------------------------------
|
|
|Basic earnings per share                      |                                             
|Effect of dilutive securities - Stock Options |                                             
|                                              |                                             
|Diluted earnings per share                    |                                             
|                                              |                                             

|                                              | For the quarter ended September 30, 2002
|--------------------------------------------- | ----------------------------------------
|
|
|Basic earnings per share                      |                                         
|Effect of dilutive securities - Stock Options |                                         
|                                              |                                         
|Diluted earnings per share                    |                                         
|                                              |                                         

# Note 3 Transition
Employment Agreement

In May 2003, the Companys
President and CEO, Mike Sanchez, stated that he would resign but would remain in his
present capacity for up to six months to assist in the search for his replacement. The
Company entered into a transition employment agreement with Mr. Sanchez to cover this time
period. As part of the agreement, Mr. Sanchez will retain his stock options in the
Company. The options will become non-qualified stock options rather than incentive stock
options for tax purposes. Additionally, Mr. Sanchez will receive certain cash payments
upon the termination of the transition employment agreement. As a result of the agreement,
the Company will accrue approximately $400,000 over the agreed upon service period. As of
September 30, 2003, the Company has accrued approximately $272,000. The transition
employment agreement is scheduled to expire on November 17, 2003, but the Company and Mr.
Sanchez have agreed to extend the agreement on the same terms, with each party having the
right to terminate the agreement on two weeks notice.

8

---

# Item 2.          Management's Discussion and Analysis of Financial Condition
and Results of Operations                      For the Nine Months Ended
September 30, 2003 and 2002

# FORWARD-LOOKING
STATEMENTS

The
following is our discussion and analysis of certain significant factors that have affected
our financial position and operating results and those of our subsidiary, First National
Bank of Nassau County, during the periods included in the accompanying financial
statements. This commentary should be read in conjunction with the financial statements
and the related notes and the other statistical information included in this report.

This
report contains forward-looking statements relating to, without limitation,
future economic performance, plans and objectives of management for future operations, and
projections of revenues and other financial items that are based on the beliefs of
management, as well as assumptions made by and information currently available to
management. The words may, will, anticipate,
should, would, believe, contemplate,
expect, estimate, continue, may, and
intend, as well as other similar words and expressions of the future, are
intended to identify forward-looking statements. Our actual results may differ materially
from the results discussed in the forward-looking statements, and our operating
performance each quarter is subject to various risks and uncertainties that are discussed
in detail in our filings with the Securities and Exchange Commission, including, without
limitation:

| | o | significant increases in competitive pressure in the banking and financial services industries;
| | - | -----------------------------------------------------------------------------------------------

| | o | the potential departure of our chief executive officer upon the expiration of the term of
his transition employment agreement in November 2003 or of the head of our wholesale
mortgage division upon the expiration of his employment agreement in January 2004, and our
ability to negotiate suitable extensions for either agreement or to recruit suitable
replacements for either position;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | a reduction in the volume of mortgages generated by our wholesale mortgage division;
| | - | ------------------------------------------------------------------------------------

| | o | changes in the interest rate environment which could reduce anticipated or actual margins;
| | - | ------------------------------------------------------------------------------------------

| | o | changes in political conditions or the legislative or regulatory environment;
| | - | -----------------------------------------------------------------------------

| | o | general economic conditions, either nationally or regionally and especially in primary
service area, becoming less favorable than expected resulting in, among other things, a
deterioration in credit quality;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | changes occurring in business conditions and inflation;
| | - | -------------------------------------------------------

| | o | changes in technology;
| | - | ----------------------

| | o | the level of allowance for loan loss;
| | - | -------------------------------------

| | o | the rate of delinquencies and amounts of charge-offs;
| | - | -----------------------------------------------------

| | o | the rates of loan growth;
| | - | -------------------------

| | o | adverse changes in asset quality and resulting credit risk-related losses and expenses;
| | - | ---------------------------------------------------------------------------------------

| | o | changes in monetary and tax policies;
| | - | -------------------------------------

| | o | changes in the securities markets; and
| | - | --------------------------------------

| | o | other risks and uncertainties detailed from time to time in our filings with the
Securities and Exchange Commission.
| | - | --------------------------------------------------------------------------------------------------------------------

9

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# Item 2.         Management's Discussion
and Analysis of Financial Condition and Results of Operations, continued

# Financial Condition

As
of September 30, 2003, we had total assets of $107 million, a decrease of 4% when compared
to December 31, 2002. The significant factor was the decrease in loans available for sale
of $18.1 million, or 45%. Production of mortgage loans available slowed, as expected, as
mortgage interest rates increased in the third quarter. However, this decrease was
partially offset by production of SBA loans held for sale to secondary markets, which
continued to increase as a result of expanded marketing efforts from loan officers. Loans
held for sale were primarily funded through short term bank deposits and alternative
sources such as Federal Home Loan Bank advances and warehouse lines of credit. When
compared to December 31, 2002, deposits for the nine months ended September 30, 2003
increased $10.8 million, or 14%, offsetting warehouse line advances which decreased $18.3
million, or 100%. At September 30, 2003 and December 31, 2002, we had no outstanding
balances in repurchase agreements or overnight correspondent bank advances. Repurchase
agreements and warehouse line advances are short term borrowings and fluctuate according
to loan demand.

During
the nine months ended September 30, 2003, our net portfolio loans increased by $2.9
million, or 6%. Our portfolio loan to deposit and total loan to deposit ratios were 63%
and 67%, as of September 30, 2003 and 2002, respectively. Our long-term target for
portfolio loans to deposit ratio is 80%. We are making a concerted effort to develop
quality portfolio loan business in the local market and to manage the deposit growth
consistent with expected loan demand.

The
deposit mix at September 30, 2003 was as follows: $11.9 million (14% of total deposits) in
noninterest bearing demand deposits; $12.7 million (15% of total deposits) in interest
checking accounts; $26.2 million (30% of total deposits) in savings accounts; and $36.2
milllion (42% of total deposits) in time deposits. The deposit mix remains weighted
towards higher costing time deposits. We expect this trend to continue with emphasis on
time deposits, thus increasing the average cost of funds and potentially reducing the
banks net interest margin.

At
September 30, 2003, all securities were classified as available for sale, totaling $8.1
million. The current investment portfolio strategy is primarily to provide liquidity for
funding loans and initial operating expenditures and secondarily for earnings enhancement.
Accordingly, all investment securities are pledgeable to raise funding through public
deposits, secured borrowing, or repurchase agreements.

At
September 30, 2003, retained earnings totaled $3.9 million, including $1.7 million net
earnings for the nine months period ended.

# Results of Operations

Net
income for the nine months ended September 30, 2003 was $1.7 million, as compared to $1.2
million for the same period in 2002. For the quarter ended September 30, 2003 and 2002,
net income was $577,000 as compared to $567,000, respectively. The improvement in our
results was due to improved net interest income and increases in noninterest income
generated from the sale of mortgage and Small Business Administration loans. As
anticipated, changes in the interest rate environment impacted the mortgage refinancing
market and mortgage loan volume returned to more normal historical volumes. Income from
our core-banking unit continues to grow and is a greater percentage of total earnings. We
expect slower income growth going forward with steady mortgage loan volumes and steady
growth of the core-banking unit. Our income could decrease materially if mortgage volumes
decreased significantly following a significant increase in interest rates.

10

---

# Item 2.         Management's Discussion
and Analysis of Financial Condition and Results of Operations, continued

# Net interest Income

Net
interest income for the nine months ended September 30, 2003 was $3.0 million, compared to
$2.6 million for the nine months ended September 30, 2002. Total interest income for the
first nine months of 2003 was $4.3 million, compared to $3.9 million for the same period
in 2002. Included in interest income is interest and fees on loans totaling $4.0 million
for the nine months ended September 30, 2003 and $3.3 million for the same period in 2002.
Interest income also includes interest income on investments of $299,000 and $498,000 for
the nine months ended September 30, 2003 and 2002, respectively. The growth in interest
income reflects the growth in our interest earning assets. Interest income on loans as a
percentage of total interest income increased to 92% at September 30, 2003, as compared to
86% for the same period last year. This increase is due to our efforts to invest the
majority of our funds in higher coupon, high quality loans. As mortgage loan volumes
return to more normal production levels, we anticipate average loans available for sale to
decrease and potentially impact interest income. We expect the impact to be offset by
growth in portfolio loans. We incurred interest expense on interest bearing deposits of
$1.1 million for the nine months ended September 30, 2003, as compared to $1.1 million for
the same period in 2002. These numbers reflect the increase in deposits and the offsetting
effect of the decrease in the cost of deposits for the year. Additionally, we recognized
$181,000 and $184,000 of interest expense from FHLB term and warehouse advances for the
nine months ended September 30, 2003 and 2002, respectively.

Our
earning assets are principally floating rate while the funding sources are primarily money
market and short term time deposits. The net interest margins as of September 30, 2003 and
2002 were 4.05% and 4.44%, respectively. The decrease in interest margins is due to the
repricing of the Banks interest sensitive assets more quickly than the repricing of
the deposits on the heels of precipitous decline in interest rates during 2002. We expect
interest margins to remain consistent, or improve slightly, as short term time deposits
renew at lower rates and lower our cost of funds.

The
following table details the relationship between interest income and expense and the
average balances of interest earning assets and interest bearing liabilities for the three
months ended September 30, 2003 and 2002.

|                             | 2003 | 2002
|---------------------------- | ---- | ----
|
|
|
|
|Loans                        |      |     
|Federal funds sold and       |      |     
|deposits with banks          |      |     
|Investments                  |      |     
|                             |      |     
|Interest earning assets      |      |     
|                             |      |     
|Interest bearing deposits    |      |     
|FHLB borrowings              |      |     
|Other borrowings             |      |     
|                             |      |     
|Interest bearing liabilities |      |     
|                             |      |     
|Net interest income          |      |     
|                             |      |     
|Net interest spread          |      |     
|                             |      |     
|Net interest margin          |      |     
|                             |      |     

For
the quarters ending September 30, 2003 and 2002, respectively, net income was $577,000 and
$567,000 while net interest income after provision for loan losses was $1.1 million and
$874,000.

11

---

# Item 2.         Management's Discussion
and Analysis of Financial Condition and Results of Operations, continued

# Allowance and Provision
for Loan Losses

There
are risks inherent in making all loans, including risks with respect to the period of time
over which loans may be repaid, risks resulting from changes in economic and industry
conditions, risks inherent in dealing with individual borrowers, and, in the case of a
collateralized loan, risks resulting from uncertainties about the future value of the
collateral. To address these risks, we have developed policies and procedures to evaluate
the overall quality of our credit portfolio and the timely identification of potential
problem loans. We maintain an allowance for possible loan losses which we establish
through charges in the form of a provision for loan losses. We charge loan losses and
credit recoveries directly to this allowance.

We
attempt to maintain the allowance at a level that will be adequate to provide for
potential losses in our loan portfolio. To maintain the allowance at an adequate level, we
periodically make additions to the allowance by charging an expense to the provision for
loan losses on our statement of income.

The
provision for loan losses was $33,000 and $231,000 for the nine months ended September 30,
2003 and 2002, respectively. Our judgment in determining the adequacy of the allowance is
based on evaluations of the collectibility of loans. These evaluations take into
consideration such factors as changes in the nature and volume of the loan portfolio,
current economic conditions that may affect the borrowers ability to pay, overall
portfolio quality, and review of specific problem loans. In determining the adequacy of
the allowance for loan losses, management uses a loan grading system that rates loans in
different categories. Certain grades representing criticized or classified loans are
assigned allocations of loss based on managements estimate of potential loss that is
generally based on historical losses and/or collateral deficiencies. Other loans are
graded by type and allocated loss ranges based on managements perceived inherent
loss for the loan type. The combination of these results are compared monthly to the
recorded allowance for loan losses and material differences are adjusted by increasing or
decreasing the provision for loan losses. We use an independent third party loan reviewer
to challenge and corroborate the loan grading system and provide additional analysis in
determining the adequacy of the allowance for loan losses and the future provisions for
estimated loans.

At
September 30, 2003, the allowance for loan losses was $797,000, compared to $765,000 at
December 31, 2002, which represented 1.45% and 1.47% of outstanding portfolio loans,
respectively. We believe that the allowance for loan losses is adequate, based on internal
reviews and external reviews of the quality of the loan portfolio and bank peer group
data. Our evaluation is inherently subjective as it requires estimates that are
susceptible to significant change. Our losses will undoubtedly vary from our estimates,
and there is a possibility that charge-offs in future periods will exceed the allowance
for loan losses as estimated at any point in time. While we do use available information
to recognize losses on loans, future additions to the allowance may be necessary based on
changes in economic conditions. In addition, various regulatory agencies, as an integral
part of their examination process, periodically review the banks allowance for loan
losses. These agencies may require the bank to recognize additions to the allowance based
on judgments different than those of management.

The following is a summary of our
loan loss history.

|                                       | September 30, 2003 | September 30, 2002
|-------------------------------------- | ------------------ | ------------------
|
|Balance January 1,                     |                    |                   
|Year to date provision for loan losses |                    |                   
|Charged off loans                      |                    |                   
|Recoveries                             |                    |                   
|                                       |                    |                   
|Balance, end of period                 |                    |                   
|                                       |                    |                   

As
of September 30, 2003, we had one non-accrual loan totaling $209,000, which is partially
guaranteed by the Small Business Administration. At December 31, 2002, we had three
non-accrual loans totaling $1.1 million, of which two of those loans, totaling $849,000 ,
were partially guaranteed by the Small Business Administration. We have no loans past due
90 days or more accruing interest.

12

---

# Item 2.         Management's Discussion
and Analysis of Financial Condition and Results of Operations, continued

# Noninterest Income and
Expense

Noninterest
income was $5.7 million and $3.8 million for the nine month periods and $2.1 million and
$1.7 million for the quarters ended September 30, 2003 and 2002, respectively. This
increase consists primarily of gains on sales of mortgages and Small Business
Administration loans. During 2003, we added an additional SBA lender to our staff to
capitalize on our current momentum in that department. Due to our efforts, we continue to
capture additional SBA business in our market areas. Mortgage customers continued to take
advantage of low interest rates, driving mortgage loan volume and revenues through the
third quarter of 2003. Towards the end of the third quarter, mortgage volume returned to a
lower, more historically consistent level reflecting recent changes in the interest rate
environment. We expect mortgage volume to remain at these historically consistent volumes
for the remainder of the year. Mortgage volume, and thus our non interest income, could
decrease significantly given the current rate environment and could be even further
impacted with a significant increase in interest rates or the expiration of the employment
agreement of the head of our mortgage division in January 2004 if we are not able to
negotiate a suitable extension.

Noninterest
expense was $5.9 million and $4.4 million for the nine month periods and $2.3 million and
$1.7 million for the quarters ended September 30, 2003 and 2002, respectively. Salaries
and benefits for the nine months ended September 30, 2003 and 2002 totaled $4.0 million
and $2.9 million, respectively. The increase is primarily due to additional employees
hired at our wholesale mortgage operations, incentives paid related to mortgage
production, and accrual of expenses related to the transition employment agreement.
Included in salaries and benefits is incentives compensation of $1.3 million related to
wholesale mortgage production. The remainder of the increases in noninterest expense is
related primarily to mortgage loan expenses and associated costs for data processing, ATM
processing and advertising.

13

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# Item 2.         Management's Discussion
and Analysis of Financial Condition and Results of Operations, continued

# Segment Information

Our
company operates two business segments: community banking and mortgage banking. These
segments are primarily identified by the products or services offered and the channels
through which they are offered. The community banking segment consists of our full-service
bank that offers customers traditional banking products and services through various
delivery channels. The mortgage banking segment consists of mortgage brokerage facilities
that originate, acquire, and sell mortgage products. Information as of September 30, 2003,
for each of the segments is included below:

|Nine months ended                   | Community | Mortgage |   |            |  
|----------------------------------- | --------- | -------- | - | ---------- | -
|
|
|Net interest income                 |           |          | $ | 2,514,867  |  
|Provision for loan losses           |           |          |   | (33,000    | )
|                                    |           |          |   |            |  
|Net interest income after provision |           |         
|for loan losses                     |           |          |   | 2,481,867  |  
|Noninterest income                  |           |          |   | 696,800    |  
|Noninterest expense                 |           |          |   | 2,153,590  |  
|                                    |           |          |   |            |  
|Income (loss) before income taxes   |           |          |   | 1,025,077  |  
|Income tax expense (benefit)        |           |          |   | 378,000    |  
|                                    |           |          |   |            |  
|Net income (loss)                   |           |          | $ | 647,077    |  
|                                    |           |          |   |            |  
|Average assets                      |           |          | $ | 76,968,804 |  
|                                    |           |          |   |            |  

|Nine months ended                   | Community | Mortgage |   |            |  
|----------------------------------- | --------- | -------- | - | ---------- | -
|
|
|Net interest income                 |           |          | $ | 2,051,883  |  
|Provision for loan losses           |           |          |   | (231,000   | )
|                                    |           |          |   |            |  
|Net interest income after provision |           |         
|for loan losses                     |           |          |   | 1,820,883  |  
|Noninterest income                  |           |          |   | 812,868    |  
|Noninterest expense                 |           |          |   | 1,993,545  |  
|                                    |           |          |   |            |  
|Income (loss) before income taxes   |           |          |   | 640,206    |  
|Income tax expense (benefit)        |           |          |   | 228,000    |  
|                                    |           |          |   |            |  
|Net income (loss)                   |           |          | $ | 412,206    |  
|                                    |           |          |   |            |  
|Average assets                      |           |          | $ | 60,987,078 |  
|                                    |           |          |   |            |  

14

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# Item 2.         Management's Discussion
and Analysis of Financial Condition and Results of Operations, continued

# Liquidity and Capital

The
bank has established short-term federal funds purchase lines of credit with its
correspondent banks, which total $6.7 million. These lines are unsecured and are designed
to provide the bank with short-term liquidity. These lines may be revoked at any time by
the correspondent banks and are available to the bank simply as an accommodation for
short-term (two weeks or less) liquidity needs. The bank also has a warehouse line of
credit with the Federal Home Loan Bank in the amount of $24 million and an early purchase
line of credit of $50 million with Countrywide Warehouse Lending to provide funding for
mortgage loans held for sale. Additionally, the bank has cash and cash equivalents of
$18.2 million and investments available for sale of $8.1 million to fund operations and
loan growth.

Currently,
we limit investments to highly liquid overnight investments in correspondent banks and
bank-qualified securities. For the foreseeable future, the bank will consider its
investment portfolio primarily as a source for liquidity and secondarily as a source for
earnings.

|                                         | Amount | %
|---------------------------------------- | ------ | -
|
|Total capital (to risk weighted assets)  |        |  
|                                         |        |  
|Tier 1 capital (to risk weighted assets) |        |  
|                                         |        |  
|Tier 1 capital (to average assets)       |        |  

# Off Balance Sheet Risk

Through
the operations of our bank, we have made contractual commitments to extend credit in the
ordinary course of our business activities. These commitments are legally binding
agreements to lend money to our customers at predetermined interest rates for a specified
period of time. At September 30, 2003, we had issued commitments to extend credit of $11.2
million through various types of commercial lending arrangements, of which $1.1 million
was at fixed rates and $10.1 million was at variable rates. We evaluate each
customers credit worthiness on a case-by-case basis. The amount of collateral
obtained, if deemed necessary by us upon extension of credit, is based on our credit
evaluation of the borrower. Collateral varies but may include accounts receivable,
inventory, property, plant and equipment, commercial and residential real estate. In
addition, we had $34.7 million in mortgage loan lock commitments that expire within 60
days at our wholesale mortgage loan office. We typically close about 80% of these
commitments. These loans are usually funded through our warehouse line of credit and sold
to the secondary market within two to three weeks.

# Item 3. Controls and
Procedures

As
of the end of the period covered by this report, we carried out an evaluation, under the
supervision and with the participation of our management, including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and
procedures as defined in Exchange Act Rule 13a-15(e). Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer have concluded that our current
disclosure controls and procedures are effective as of September 30, 2003.

The
design of any system of controls and procedures is based in part upon certain assumptions
about the likelihood of future events. There can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions, regardless of
how remote.

15

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# PART II. OTHER
INFORMATION

# Item 1. Legal Proceedings

| | There
are no material pending legal proceedings to which we are a party or of which any of our
property is the subject.
| | -----------------------------------------------------------------------------------------------------------------------

# Item 2. Changes in
Securities

| | None.
| | -----

# Item 3. Defaults Upon
Senior Securities and Use of Proceeds

| | None.
| | -----

# Item 4.    Submission of Matters to a Vote of Security Holders

| | None.
| | -----

# Item 5. Other Information

| | On
November 3, 2003, we announced that Leo Deas has been elected Executive Vice President of
our bank. The Executive Vice President position is a newly created position for the bank.
The banking office in Fernandina Beach, operations and finance, and the wholesale mortgage
division in Jacksonville Beach ultimately report to Mr. Deas. Mr. Deas has been with the
bank since April 2002 and has been one of the banks senior vice presidents. His
primary focus has been in the areas of commercial real estate loan production and
participations. Mr. Deas has extensive experience in the Florida real estate markets,
having previously worked with First Union and NationsBank in Jacksonville and Tampa. Mr.
Deas and Mike Sanchez worked together previously in Atlanta, Georgia and will work
together through the transition period leading to Mr. Sanchezs planned departure
from the bank. The original term of Mr. Sanchezs transition employment agreement
expires November 17, 2003, but Mr. Sanchez and the bank have agreed to extend the
agreement on the same terms, with either party having the right to terminate the agreement
on two weeks notice.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Item 6. Exhibits and
Reports

(a)    Exhibits

| | Exhibit          Description
| | ----------------------------

|31 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
|-- | --------------------------------------------------------------------------------------------------------------------------------

|32 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. This exhibit is not filed for purposes
of Section 18 of the Securities Exchange Act of 1934 but is instead furnished as provided
by applicable rules of the Securities and Exchange Commission.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | No reports were filed by the company during the quarter ended September 30, 2003.
| | ---------------------------------------------------------------------------------

16

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SIGNATURES

In accordance
with the requirements of the Exchange Act, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

| |  | FIRST CAPITAL BANK HOLDING CORPORATION
(Registrant)
| |  | ---------------------------------------------------

|November 13, 2003 |  | By:  /s/ Michael G. Sanchez
        Michael G. Sanchez 
      President and Chief Executive Officer
|----------------- |  | ---------------------------------------------------------------------------------------------------

|November 13, 2003 |  | By:  /s/ Timothy S. Ayers
       Timothy S. Ayers       Principal Accounting and Chief Financial Officer
|----------------- |  | --------------------------------------------------------------------------------------------------------

17

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# INDEX TO EXHIBITS

Exhibit Number            
        Description

| | 31 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
| | -- | --------------------------------------------------------------------------------------------------------------------------------

| | 32 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. This exhibit is not filed for purposes
of Section 18 of the Securities Exchange Act of 1934 but is instead furnished as provided
by applicable rules of the Securities and Exchange Commission.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

18