# 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 June 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)

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 July 31, 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

|                                                    | June 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 CORPORATIONStatements of Operations and Comprehensive Income (Loss)

# For the Three Months and the
Six Months Ended June 30, 2003 and 2002 (Unaudited)

|                                                        | Three Months Ended | Six 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                                  |                    |                 
|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:                                             |                    |                 
|                                                        |                    |                 
|Other comprehensive income:                             |                    |                 
|Unrealized gain (losses) arising during the period, net |                    |                 
|taxes (benefit) of ($17,490), 72,906, (44,393) and      |                    |                 
|56,681                                                  |                    |                 
|                                                        |                    |                 
|Comprehensive income                                    |                    |                 
|                                                        |                    |                 
|Earnings Per Share:                                     |                    |                 
|Basic                                                   |                    |                 
|                                                        |                    |                 
|Diluted                                                 |                    |                 
|                                                        |                    |                 
|                                                        |                    |                 

See accompanying notes to financial
statements.

4

---

# FIRST CAPITAL BANK
HOLDING CORPORATION

# Statements of Cash Flows

# For the Six Months Ended
June 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 of (invested in) certificate deposits in other banks |      |     
|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                        |      |     
|                                                              |      |     
|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                                                    |      |     
|                                                              |      |     

See
accompanying notes to financial statements.

5

---

# 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 June 30, 2003 and 2002, would have been reduced to the proforma amounts
indicated below:

|                                                                                    | Quarter Ended | Six 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. 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.

6

---

# 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 six month period ended June 30, 2003 and 2002 are as
follows:

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

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

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

|                                              | For the Quarter ended June 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.

7

---

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

For the Six Months Ended June 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 | 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.                                                                                           

8

---

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

# Financial Condition

As
of June 30, 2003, we had total assets of $118.4 million, an increase of 6% over December
31, 2002. The significant contributor to the asset increase was an increase in loans
available for sale of $5.1 million, or 13%. Production of mortgage loans available for
sale continued to be strong as a result of refinancing opportunities. In addition,
production of SBA loans held for sale to secondary markets increased 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 six months ended June 30, 2003 increased $15.9 million, or 21%, offsetting warehouse
line advances which decreased $10.2 million, or 56%. At June 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 six months ended June 30, 2003, our net portfolio loans increased by $1.5 million, or
3%. Our portfolio loan to deposit and total loan to deposit ratios were 57% and 67%, as of
June 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 June 30, 2003 was as follows: $14.3 million (16% of total deposits) in
noninterest bearing demand deposits; $13.1 million (14% of total deposits) in interest
checking accounts; $26.1 million (28% of total deposits) in savings accounts; and $38.4
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
June 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
June 30, 2003, retained earnings totaled $3.3 million, including $1.1 million net earnings
for the six months.

# Results of Operations

Net
income for the six months ended June 30, 2003 was $1.1 million, as compared to $607
thousand for the same period in 2002. For the quarter ended June 30, 2003 and 2002, net
income was $642 thousand as compared to $320 thousand, respectively. The improvement in
our results was due to improved net interest income and increases in noninterest income
generated from sale of mortgage and Small Business Administration loans. Based on
information currently available to us, we expect income trends for 2003 to continue to
grow through the third quarter due to high mortgage loan volume due to refinancing.
However, the recent change in the interest rate environment will likely impact the
refinancing market and, consequently we do expect that income growth will slow as mortgage
loan volume returns to historical volumes. Our income could decrease in this area if
mortgage volumes decreased significantly following a significant increase in interest
rates.

9

---

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

# Net interest Income

Net
interest income for the six months ended June 30, 2003 was $1.9 million, compared to $1.6
million for the six months ended June 30, 2002. Total interest income for the first six
months of 2003 was $2.8 million, compared to $2.4 million for the same period in 2002.
Included in interest income is interest and fees on loans totaling $2.5 million for the
six months ended June 30, 2003 and $2.0 million for the same period in 2002. Interest
income also includes interest income on investments of $230 thousand and $344 thousand for
the six months ended June 30, 2003 and 2002, respectively. We incurred interest expense on
interest bearing deposits of $801 thousand for the six months ended June 30, 2003, as
compared to $710 thousand for the same period in 2002. Additionally, we recognized $101
thousand and $87 thousand of interest expense from FHLB term and warehouse advances for
the six months ended June 30, 2003 and 2002, respectively. The growth in interest income
and expense reflects the growth in our interest earning assets and liabilities. Interest
income on loans as a percentage of total interest income increased to 92% at June 30,
2003, as compared to 84% 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.

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 June 30, 2003 and 2002
were 4.03% and 4.46%, respectively. The decrease in interest margins is due to the
precipitous decline in interest rates during 2003. We expect interest margins to improve
as short term time deposits renew at the significantly 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 June 30, 2003 and 2002.

|                             | 2003 | 2002 |  
|---------------------------- | ---- | ---- | -
|
|
|
|Loans                        |      |      | $
|Federal funds sold and       |      |     
|deits 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 June 30, 2003 and 2002, respectively, net income was $642 thousand and
$320 thousand while net interest income after provision for loan losses was $955 thousand
and $787 thousand.

10

---

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 thousand and $115 thousand for the six months ended June
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
June 30, 2003, the allowance for loan losses was $797 thousand, compared to $765 thousand
at December 31, 2002, which represented 1.49% 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.

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

As
of June 30, 2003, we had one non-accrual loan totaling $550 thousand, 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
thousand , were partially guaranteed by the Small Business Administration. We have no
loans past due 90 days or more accruing interest.

11

---

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

# Noninterest Income and
Expense

Noninterest
income was $3.5 million and $2.1 million for the six month periods and $2.0 million and
$994 thousand for the quarters ended June 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 and continue to capture additional business in our market
areas. Mortgage customers continued to take advantage of low interest rates, and we
continued to generate a high level of mortgage loan volume and revenues through the second
quarter of 2003. We anticipate volume to return to a more consistent level later this
year reflecting recent changes in the interest rate environment. Mortgage volume, and thus
our non interest income, could decrease significantly with a significant increase in
interest rates.

Noninterest
expense was $3.6 million and $2.7 million for the six month periods and $2.0 million and
$1.3 million for the quarters ended June 30, 2003 and 2002, respectively. Salaries and
benefits for the six months ended June 30, 2003 and 2002 totaled $2.4 million and $1.7
million, respectively. The increase is primarily due to additional employees hired at our
wholesale mortgage operations and incentives paid related to mortgage production. Included
in salaries and benefits is incentives of $754 thousand related to wholesale mortgage
production. The remainder of the increases in noninterest expense related primarily to
operational costs for data processing, ATM processing and advertising.

# 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 June 30, 2003, for
each of the segments is included below:

|                                    | Community | Mortgage |   |            |  
|----------------------------------- | --------- | -------- | - | ---------- | -
|
|Net interest income                 |           |          | $ | 1,575,922  |  
|Provision for loan losses           |           |          |   | (33,000    | )
|                                    |           |          |   |            |  
|Net interest income after provision |           |         
|for loan losses                     |           |          |   | 1,542,922  |  
|Noninterest income                  |           |          |   | 457,813    |  
|Noninterest expense                 |           |          |   | 1,391,328  |  
|                                    |           |          |   |            |  
|Income (loss) before income taxes   |           |          |   | 609,407    |  
|Income tax expense (benefit)        |           |          |   | 225,000    |  
|                                    |           |          |   |            |  
|Net income (loss)                   |           |          | $ | 384,407    |  
|                                    |           |          |   |            |  
|Average assets                      |           |          | $ | 76,289,623 |  
|                                    |           |          |   |            |  

12

---

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 that is used
specifically to provide funding for mortgage loans held for sale. Additionally, the bank
has cash and cash equivalents of $7.7 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 June 30, 2003, we had issued commitments to extend credit of $11.6
million through various types of commercial lending arrangements, of which $1.3 million
was at fixed rates and $10.3 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 $62.3 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 June 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.

13

---

# 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

| | There was one matter submitted to a vote of security holders during the three months ended June
30, 2003 at the companys annual meeting of shareholders held on May 21, 2003. The
following describes the matters voted upon at the annual meeting and sets forth the number
of votes cast for, against or withheld and the number of abstentions as to each such
matter (except as provided below, there were no broker non-votes).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | The
election of five members of the board of directors as Class III directors for a three-year
term.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Our board of directors is divided into three classes with each class to be as nearly equal in
number as possible. The three classes of directors have staggered terms, so that the terms
of only approximately one-third of the board members expire at each annual meeting of
shareholders. The current Class I directors are Christina H. Bryan, Suellen Rodeffer
Garner, Michael G. Sanchez, Harry R. Trevett, and Marshall E. Wood. The current Class II
directors are Ron Anderson, C. Brett Carter, Dr. William K. Haley, Lorie L. McCarroll, and
David F. Miller. The current Class III directors are William J. Mock, Marlene J. Murphy,
Robert L. Peters, Lawrence Piper, and Edward E. Wilson. The terms of the Class I directors
expired at the annual meeting. Each of the five current Class I directors was nominated
for re-election and stood for election at the annual meeting on May 21, 2003 for a
three-year term. The number of votes for the election of the Class I directors was as
follows: For Mrs. Bryan  745,009 votes; for Mrs. Garner  745,009 votes; for
Mr. Sanchez  744,909 votes; for Mr. Trevett  743,809 votes; and for Mr. Wood
 745,009 votes. The number of votes, which withheld authority for Mrs. Bryan 
0; withheld authority for Mrs. Garner  0; withheld authority for Mr. Sanchez 
0; withheld authority for Mr. Trevett  0; and withheld authority for Mr. Wood 
0. The number of votes against the election of directors was as follows: against Mrs.
Bryan  0; against Mrs. Garner  0; against Mr. Sanchez  100; against Mr.
Trevett  1,200; and against Mr. Wood  0. The terms of the Class II directors
will expire at the 2004 annual meeting of shareholders.
| | The
above matter was approved and recorded in our minute book from the annual meeting of
shareholders. There were no other matters voted on by our shareholders at our annual
meeting held on May 21, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

# Item 5.   Other Information

| | As
discussed in Note 3 of the financial statements, the Company has entered into a Transition
Employment Agreement with the Companys CEO. See footnote for additional information.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Item 6.   Exhibits and
Report

| | (a) | Exhibits:Exhibit   Description
| | --- | ------------------------------

| | 10.1 | Transition Employment Agreement between the Company and Michael G. Sanchez dated May 21, 2003
| | ---- | ---------------------------------------------------------------------------------------------

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

|32 | Certification 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)      
        Reports on Form 8-K
|-------------------------------------

|The following reports were filed on Form 8-K during the quarter ended June 30, 2003:
|------------------------------------------------------------------------------------

The Company
filed a Form 8-K on May 21, 2003 to disclose the subsidiary of First Capital Bank Holding
                
                Corporation, First National Bank, announced that its president and chief executive
officer, Mike Sanchez, has                 
                decided to step down, but will remain in his present capacity
for up to six months to assist in the search for his                
                replacement.

15

---

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)By:/s/ Michael G. Sanchez                
                
                
      
         
Michael G. Sanchez   
      President and Chief Executive Officer
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: August 14, 2003

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

Date: August 13, 2003

16

---

INDEX TO EXHIBITS

ExhibitNumber
       Description

10.1         
   Transition Employment Agreement between the Company and Mike Sanchez dated May 21, 2003

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

31         
      Certification of Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley 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.

17