# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

# Washington, D.C. 20549

# FORM 10-QSB/AAmendment No. 1

|[X] | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|--- | ---------------------------------------------------------------------------------
|    | For the quarterly report ended June 30, 2004                                     

|[   ] | Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|----- | ----------------------------------------------------------------------------------
|      | For the transition period from ___________ to _____________                       

Commission file number
000-30297

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  32034
(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)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the past 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

State the number of shares outstanding  of each of the  issuer's  classes of common  equity,  as of the latest
practicable  date:  1,182,200 shares of common stock,  par value $.01 per share,  were issued and outstanding as of
July 27, 2004.

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

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# EXPLANATORY NOTE

This
10-QSB/A is being filed to correct scriveners errors in the Statement of Earnings
for the three months and six months ended June 30, 2004 and 2003 included in our 10-QSB
for the period ended June 30, 2004. No other changes have been made to our 10-QSB filed on
August 13, 2004.

2

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# FIRST CAPITAL BANK
HOLDING CORPORATION

# Statements of Earnings

# For the Three Months
and the Six Months Ended June 30, 2004 and 2003 (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                              |                    |                  |  
|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.

3

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# SIGNATURES

Pursuant
to 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 COMPANY (Registrant)By:    /s/ Michael G. Sanchez    
         Michael G. Sanchez         Chief
Executive Officer
| |  | --------------------------------------------------------------------------------------------------------------------------------------------

Date:    August 18, 2004

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

Date:  August 18, 2004

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INDEX TO EXHIBITS

ExhibitNumber    Description

31.1      Rule 13a-14(a) Certification of the Chief Executive Officer.

31.2      Rule 13a-14(a) Certification of the Chief Financial Officer.

32         Section 1350
Certifications.

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