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, 2000

                                       OR

             [ ] 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 Street

     Fernandina Beach, Florida                               32035
----------------------------------------------   ----------------------------
     (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) 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 XX 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:  1,000,000 shares of common
stock, $.01 par value per share, issued and outstanding as of July 27, 2000.

      Transitional Small Business Disclosure Format (check one):  YES     NO  XX
                                                                      ---    ---


<PAGE>


                     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.




<PAGE>
<TABLE>
<CAPTION>


                     First Capital Bank Holding Corporation
                           Consolidated Balance Sheets

                                                                   June 30, 2000      December 31, 1999
                                                                    (Unaudited)           (Audited)
                                                                    ------------         ------------

                             Assets

<S>                                                                     <C>               <C>
   Cash                                                                 $ 1,961,499       $ 1,056,088
   Federal funds sold                                                     3,186,000         1,871,000
   Interest bearing deposits with other banks                               253,408                 -
                                                                       ------------      ------------

            Total cash and cash                                           5,400,907         2,927,088
                    equivalents

   Investments available for sale                                        12,068,555        10,059,587
   Other investments                                                        277,000           231,000
   Loans, net                                                            13,754,692         6,337,579
   Premises and equipment, net                                            1,599,695         1,646,871
   Other assets                                                             333,630           204,357
                                                                       ------------      ------------

                                                                        $33,434,479       $21,406,482
                                                                       ============      ============

              Liabilities and Stockholders' Equity

  Deposits:
       Noninterest bearing                                              $ 3,154,091       $ 1,531,558
       Interest bearing                                                  21,381,649        10,851,144
                                                                       ------------      ------------

              Total deposits                                             24,535,740        12,382,702

   Other liabilities                                                         30,230            11,185
                                                                       ------------      ------------

              Total liabilities                                          24,565,970        12,393,887
                                                                       ------------      ------------

   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;
         1,000,000 shares issued and outstanding                             10,000            10,000
   Additional paid-in capital                                             9,708,858         9,708,858
   Accumulated deficit                                                     (646,171)         (634,951)
   Other comprehensive loss                                                (204,178)          (71,312)
                                                                       ------------      ------------

              Total stockholders' equity                                  8,868,509         9,012,595
                                                                       ------------      ------------

                                                                       $ 33,434,479      $ 21,406,482
                                                                       ============      ============

</TABLE>

                See accompanying notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>


                     First Capital Bank Holding Corporation

                 Statements of Operations and Comprehensive Loss
      For the Three Months and the Six Months Ended June 30, 2000 and 1999
                                   (Unaudited)

                                                                Three Months Ended              Six Months Ended
                                                                     June 30,                       June 30,
                                                                     --------                       --------
                                                              2000              1999           2000              1999
                                                              ----              ----           ----              ----

<S>                                                     <C>                               <C>
Interest income:
    Interest and fees on loans                             $ 308,502                 -       $ 517,171                  -
    Interest income on investment securities                 216,522                 -         405,493                  -
    Interest income on federal funds sold                     33,473                 -          56,815                  -
    Interest income on deposits in other banks                13,190                 -          21,550                  -
                                                         -----------      ------------    ------------       ------------


           Total interest income                             571,687                 -       1,001,029                  -
                                                         -----------      ------------    ------------       ------------

Interest expense:

    Interest bearing deposits                                197,963                 -         324,894                  -
    Other                                                                       17,144                             33,449
                                                         -----------      ------------    ------------       ------------
                                                                  -                                  -

           Total interest expense                            197,963            17,144         324,894             33,449
                                                         -----------      ------------    ------------       ------------

Net interest income (expense)                                373,724           (17,144)        676,135            (33,449)
    Provision for loan losses                                 48,500                 -         101,000                  -
                                                         -----------      ------------    ------------       ------------

Net interest income (expense) after

       provision for loan losses                             325,224           (17,144)        575,135            (33,449)
                                                         -----------      ------------    ------------       ------------

Noninterest income:

     Gain on sale of SBA loans                                14,800                 -          59,348                  -
     Other                                                     7,455                 -          19,529                  -
                                                         -----------      ------------    ------------       ------------

           Total noninterest income                           22,255                 -          78,877                  -
                                                         -----------      ------------    ------------       ------------

Noninterest expense:

    Salaries and employee benefits                           185,060            94,704         366,726            139,962
    Occupancy                                                 52,647             6,560         102,681             12,553
    Other                                                     91,385            19,007         195,825             28,429
                                                         -----------      ------------    ------------       ------------

           Total noninterest expense                         329,092           120,271         665,232            180,944
                                                         -----------      ------------    ------------       ------------

           Net earnings (loss)                            $   18,387         $(137,415)    $   (11,220)         $(214,393)
                                                         ===========      ============    ============       ============
Other comprehensive loss:

    Unrealized losses arising during the period              (83,363)                -        (132,866)                 -
                                                         -----------      ------------    ------------       ------------
    Comprehensive loss                                       (64,976)         (137,415)       (144,086)          (214,393)
                                                         ===========      ============    ============       ============
Per Share:

           Shares outstanding                              1,000,000         1,000,000       1,000,000          1,000,000
                                                         ===========      ============    ============       ============
           Net earnings (loss) per share                     $   .02          $   (.14)      $   (.01)           $   (.21)
                                                         ===========      ============    ============       ============

</TABLE>

                See accompanying notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>


                     First Capital Bank Holding Corporation
                            Statements of Cash Flows
                 For the Six Months Ended June 30, 2000 and 1999
                                   (Unaudited)

                                                                                  2000          1999
                                                                                  ----          ----

Cash flows from operating activities:

<S>                                                                           <C>              <C>
     Net loss                                                                 $ (11,220)       $(175,539)
     Adjustments to reconcile net loss to net cash used in
         operating activities:
             Depreciation, amortization and accretion                            49,217            2,321
             Provision for loan losses                                          101,000                -
                     Gain on sale of loans                                      (59,348)               -
             Change in other assets                                            (129,273)             485
             Change in other liabilities                                         19,045          (18,582)
                                                                            -----------        ---------

                  Net cash used in operating activities                         (30,579)        (191,315)
                                                                            -----------        ---------

Cash flows from investing activities:

     Purchase of premises and equipment                                         (25,072)        (504,776)
     Proceeds from maturities of securities                                     103,924                -
     Purchase of investment securities available for sale                    (2,222,727)               -
       Purchase of other investments                                            (46,000)               -
     Net change in loans                                                     (8,723,995)               -
       Proceeds from sale of loans                                            1,265,230                -
     Payment of organizational expenses                                                          (45,016)
                                                                            -----------        ---------

                  Net cash used in investing activities                      (9,648,640)        (549,792)
                                                                            -----------        ---------

Cash flows from financing activities:

     Increase in deposits                                                    12,153,038                -
     Proceeds from note payable                                                      -           814,000
                                                                            -----------        ---------


                  Net cash provided by financing activities                  12,153,038          814,000
                                                                            -----------        ---------

Net increase in cash                                                          2,473,819           72,893

Cash and cash equivalents at the beginning of the period                      2,927,088            2,535
                                                                            -----------        ---------

Cash and cash equivalents at the end of the period                           $5,400,907         $ 75,428
                                                                            ===========        =========
Supplemental cash flow information:
     Interest paid                                                            $ 320,419         $ 40,030
                                                                            ===========        =========



</TABLE>


                See accompanying notes to financial statements.


<PAGE>


                     First Capital Bank Holding Corporation
                          Notes to Financial Statements

                                   (Unaudited)

(1)      Organization

      First Capital Bank Holding  Corporation  (the "Company") was  incorporated
      for the purpose of becoming a bank holding company.  On July 26, 1999, the
      Company  acquired 100% of the  outstanding  common stock of First National
      Bank of Nassau  County (the  "Bank"),  which  operates  in the  Fernandina
      Beach,  Florida area. The Bank is chartered and regulated by the Office of
      the Comptroller of Currency and the Federal Deposit Insurance Corporation.
      The Bank commenced operations on July 26, 1999.

      The interim financial statements included herein are unaudited but reflect
      all adjustments  which, in the opinion of management,  are necessary for a
      fair presentation of the financial  position and results of operations for
      the  interim  period  presented.  All  such  adjustments  are of a  normal
      recurring nature. The results of operations for the quarter ended June 30,
      2000  are not  necessarily  indicative  of the  results  of a full  year's
      operations.

(2)      Basis of Presentation

      The consolidated  financial statements include the accounts of the Company
      and the  Bank.  All  intercompany  accounts  and  transactions  have  been
      eliminated in consolidated.

      The accounting principles followed by the Company and its subsidiary,  and
      the method of applying these principles,  conform with generally  accepted
      accounting principles (GAAP) and with general practices within the banking
      industry.  In preparing  financial  statements  in  conformity  with GAAP,
      management is required to make estimates and  assumptions  that affect the
      reported amounts in the financial statements.  Actual results could differ
      significantly  from  those  estimates.  Material  estimates  common to the
      banking industry that are particularly  susceptible to significant  change
      in the near term include, but are not limited to, the determination of the
      allowance  for loan  losses,  the  valuation  of real  estate  acquired in
      connection with  foreclosures  or in satisfaction of loans,  and valuation
      allowances  associated  with the  realization of deferred tax assets which
      are based on future taxable income.

(3)      Summary of Significant Accounting Policies

      Investment Securities

      The Company classifies its securities in one of three categories: trading,
      available for sale, or held to maturity. Trading securities are bought and
      held principally for the purpose of selling them in the near term. Held to
      maturity  securities  are those  securities  for which the Company has the
      ability and intent to hold until maturity.  All securities not included in
      trading or held to maturity are classified as available for sale.

      Available for sale securities is recorded at fair value.  Held to maturity
      securities is recorded at cost, adjusted for the amortization or accretion
      of premiums or discounts.  Unrealized holding gains and losses, net of the
      related tax effect,  on  securities  available  for sale are excluded from
      earnings and are reported as a separate component of shareholders'  equity
      until realized. Transfers of securities between categories are recorded at
      fair value at the date of transfer.

      A  decline  in the  market  value  of any  available  for  sale or held to
      maturity  security  below  cost that is deemed  other  than  temporary  is
      charged to earnings and establishes a new cost basis for the security.

      Premiums and  discounts  are  amortized  or accreted  over the life of the
      related securities as adjustments to the yield.  Realized gains and losses
      for  securities  classified as available for sale and held to maturity are
      included in earnings  and are derived  using the  specific  identification
      method for determining the cost of securities sold.

      Loans and Allowance for Loan Losses

      Loans are stated at principal amount outstanding, net of the allowance for
      loan losses. Unearned interest on discounted loans is recognized as income
      over  the term of the  loans  using a method  which  approximates  a level
      yield.  Interest on other loans is calculated by using the simple interest
      method on daily balances of the principal amount outstanding.


<PAGE>


                     First Capital Bank Holding Corporation
                    Notes to Financial Statements, continued

(3)      Summary of Significant Accounting Policies, continued

      Loans and Allowance for Loan Losses, continued

      A loan is  considered  impaired  when,  based on current  information  and
      events,  it is probable that all amounts due according to the  contractual
      terms of the loan  agreement  will not be  collected.  Impaired  loans are
      measured  based  on the  present  value  of  expected  future  cash  flows
      discounted  at the  loan's  effective  interest  rate,  or at  the  loan's
      observable  market  price,  or at the fair value of the  collateral of the
      loan  if  the  loan  is  collateral  dependent.  Accrual  of  interest  is
      discontinued  on  a  loan  when  management  believes,  after  considering
      economic  and  business  conditions  and  collection  efforts,   that  the
      borrower's  financial  condition  is such that  collection  of interest is
      doubtful.

      The allowance for loan losses is established  through a provision for loan
      losses  charged to expense.  Loans are charged  against the  allowance for
      loan  losses  when  management  believes  that the  collectibility  of the
      principal  is unlikely.  The  allowance  represents  an amount  which,  in
      management's  judgment,  will be  adequate  to absorb  probable  losses on
      existing loans that may become uncollectible.

      Management's  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.

      Management believes that the allowance for loan losses is adequate.  While
      management uses 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.  Such agencies may require the Bank to recognize additions to
      the allowance based on judgments different than those of management.

      Premises and Equipment

      Premises and equipment are stated at cost less  accumulated  depreciation.
      Major additions and  improvements  are capitalized  while  maintenance and
      repairs  that do not improve or extend the useful  lives of the assets are
      expensed.  When assets are retired or otherwise  disposed of, the cost and
      related  accumulated  depreciation are removed from the accounts,  and any
      gain or loss is reflected in earnings for the period.

      Depreciation  expense on  furniture,  fixtures  and  equipment is computed
      using the straight-line method over 5 to 7 years.

      Income Taxes

      The  Company  accounts  for  deferred  income  taxes  using the  liability
      approach,  and when this  approach  results in a net  deferred  tax asset,
      management  evaluates the  likelihood of being able to realize that asset.
      When management  determines that some or all of the net deferred tax asset
      is not realizable,  a valuation  allowance is recorded for that amount. At
      June 30, 2000,  the Company's  significant  deferred tax attribute was its
      net operating loss since  inception,  and this deferred tax asset has been
      fully reserved.

(4)      Preferred Stock

      Shares of  preferred  stock may be issued from time to time in one or more
      series as  established  by  resolution  of the Board of  Directors  of the
      Company.  Each  resolution  shall  include  the  number of shares  issued,
      preferences, special rights and limitations as determined by the Board.


<PAGE>



(5)      Commitments

      The Company  entered into an employment  agreement  with its President and
      Chief  Executive  Officer,  providing  for an  initial  term of five years
      commencing  August 15, 1998. The agreement  provides for a base salary, an
      incentive bonus based on five percent of the Company's  pre-tax  earnings,
      and annual  stock  options  which vest  equally over five years at $10 per
      share equal to the lesser of 30,000  shares or five  percent of the number
      of shares sold in the initial public offering.  Additionally,  the Company
      is to maintain a $1,000,000 key man life insurance  policy,  with $500,000
      payable to the Company and $500,000 payable to the President's family. The
      agreement  further  provides  for other  prerequisites,  and  subjects the
      President to certain noncompete restrictions.


<PAGE>



Item 2.       Management's  Discussion  and  Analysis of  Financial  Condition
              and Results of Operations For the Six Months Ended June 30, 2000
              and 1999

Forward-Looking Statements

The following is a discussion of the Company's financial condition as of and for
the period ended June 30, 2000.  These  comments  should be read in  conjunction
with the Company's condensed  consolidated financial statements and accompanying
footnotes appearing 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 the  Company's  management,  as well as  assumptions
made by and information  currently  available to the Company's  management.  The
words "expect," "anticipate," and "believe," as well as similar expressions, are
intended to identify  forward-looking  statements.  The Company's actual results
may  differ  materially  from  the  results  discussed  in  the  forward-looking
statements,  and the Company's operating  performance each quarter is subject to
various  risks and  uncertainties  that are discussed in detail in the Company's
filings  with the  Securities  and  Exchange  Commission,  including  the  "Risk
Factors" section in the Company's  Registration  Statement  (Registration Number
333-69973) as filed with and declared  effective by the  Securities and Exchange
Commission.

Financial Condition

As of June 30, 2000,  the Bank had concluded  eleven full months of  operations,
and the  Company  has  total  assets of  $33,434,479,  an  increase  of 56% over
December  31,  1999.  Significant  contributors  to the  asset  growth  included
increases in cash and cash equivalents of $2,473,819 or 85%, loans of $7,417,113
or 117% and  investments  available for sale of $2,008,968 or 20%. The growth in
these assets were funded by increased  deposits.  When  compared to December 31,
1999, deposits increased $12,153,038 or 98%.

At quarter end, the Bank's loan to deposit ratio was 56%. Management's long term
target for the loan to deposit ratio is 80%. The interest rates paid on interest
bearing  deposits  and  the  service  charge  rates  for  deposit  services  are
comparable  to local market rates.  Management  is making a concerted  effort to
develop  quality  loan  business  in the local  market and to manage the deposit
growth consistent with expected loan demand.

The  deposit  mix at June 30,  2000  was as  follows:  $3,154,091  (13% of total
deposits) in noninterest  bearing  demand  deposits:  $16,738,607  (68% of total
deposits) in interest  checking  accounts;  $274,654  (1% of total  deposits) in
savings  accounts;  and $4,368,388 (18% of total deposits) in time deposits.  As
the Bank  continues to grow,  management  expects the deposit mix to become more
heavily weighted  towards the higher costing time deposits,  thus increasing the
average cost of funds and reducing the Bank's net interest margin.

While the Bank continues to build its loan portfolio,  excess funds are invested
in short to intermediate term government and mortgage-backed securities. At June
30,  2000,  all  securities  were  classified  as  available  for sale  totaling
$12,068,555.  The current investment  portfolio strategy is primarily to provide
liquidity for funding loans and initial  operating  expenditures and secondarily
for earnings  enhancement.  Accordingly,  no  investment  securities  have final
maturities  greater  than five  years and all are  pledgeable  to raise  funding
through secured borrowing or repurchase agreements.

The Company had an accumulated  deficit of $646,171 as of June 30, 2000.  During
the first six months of 2000, the Company incurred a net loss of $11,220.  Prior
to  commencing  operations,  in July 1999,  the losses were a result of expenses
incurred  in  connection  with  activities  related to the  organization  of the
Company and the Bank.

Results of Operations

Net  interest  income for the six months ended June 30, 2000 was  $676,135.  The
Company has interest  expense on interest  bearing  deposits of $324,894 for the
first six months of 2000.  Total  interest  income in the first two  quarters of
2000 was $1,001,029  including  interest  income on loans totaling  $517,171 and
interest  income on  investments of $405,493.  Loan interest  income and deposit
interest  expense in 1999 were not  incurred  until the Bank  opened on July 26,
1999.


<PAGE>



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

The  provision  for loan  losses  for the six  months  ended  June 30,  2000 was
$101,000.  Since the Bank's loan  portfolio is only eleven  months old, the Bank
has no  historical  data about  loan  losses on its  portfolio  on which to base
projections for future losses.  Current loan quality  analysis does not indicate
potential loan losses. Until more substantial evidence about potential losses is
developed,  management  believes the Bank should establish an allowance for loan
losses that will approximate  between 1.15% and 1.5% of total loans. At June 30,
2000,  the allowance for loan losses was $175,000,  which  represented  1.26% of
total loans.

Noninterest  income for the six months  ended June 30,  2000 was  $78,877.  This
consists  primarily of gains on sales of SBA loans.  Total  proceeds  associated
with these sales were $1,265,230. There were no loan sales related to the period
ended June 30, 1999.

Noninterest  expense for the first two quarters of 2000 was  $665,232.  Salaries
and benefits  for the six months  ended June 30, 2000 and 1999 totaled  $366,726
and $139,962,  respectively.  The increase is due to a change in head count as a
result of the Bank commencing  operations.  The remainder of the expenses relate
primarily to occupancy  expenses and operational costs for data processing,  ATM
processing and advertising.

Despite the  anticipated  losses in the first years of  operations,  the Company
expects  earnings from loans and investments and other banking  services as well
as steady deposit growth to provide sufficient  liquidity for both the short and
long term.  The Bank intends to manage its loan growth such that  deposit  flows
will provide  funding for all loans as well as cash reserves for working capital
and short to intermediate  term,  liquid  investments.  Management  continues to
believe  that  the  local  market  presents  good   opportunities  for  business
development to support a growing and profitable community bank.

Liquidity

The Bank has established  short-term federal funds purchase lines of credit with
its correspondent  banks, which total $6,150,000.  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.
Additionally,  the Bank has  investments  available for sale of $12,068,555  and
cash and cash equivalents of $5,400,907 to fund operations and loan growth.

In the  early  years,  the  investment  practices  of  the  Company  will  limit
investments to highly liquid overnight  investments in  correspondent  banks and
short to intermediate term U.S. Treasury and government agency  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.

 PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings

           There are no material pending legal  proceedings to which the Company
           is a party or of which any of their property is the subject.

Item 2.    Changes in Securities

           (a)   Not applicable
(b)      Not applicable
(c)      Not applicable

Item 3.    Defaults Upon Senior Securities

           Not applicable


<PAGE>



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

There were two matters  submitted to a vote of security  holders  during the six
months ended June 30, 2000 at the Company's annual meeting of shareholders  held
on April 19, 2000.

1.       The election of five members of the Board of Directors as Class I
         directors for a three year term.

           The Company's  Bylaws  provides that the Board of Directors  shall be
           divided  into three  classes  with each  class to be nearly  equal in
           number as possible. The Bylaws also provide that the three classes of
           directors  are to have  staggered  terms,  so that the  terms of only
           approximately  one-third  of the board  members  will  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,  William K. Haley, M.D.,
           Lori L.  McCarroll,  and  David F.  Miller.  The  current  Class  III
           directors  are William J. Mock,  Jr.,  Marlene J.  Murphy,  Robert L.
           Peters,  Lawrence Piper,  and Edward E. Wilson.  The current terms of
           the Class I directors expired at the Annual Meeting. Each of the five
           current Class I directors was nominated for  reelection and stood for
           election  at the Annual  Meeting  on April 19,  2000 for a three year
           term.  The number of votes for the  election of the Class I directors
           was as follows:  For Ms. Bryan - 674,608;  for Ms.  Garner - 674,608;
           for Mr.  Sanchez - 674,608;  for Mr.  Trevett - 674,608;  and for Mr.
           Wood - 674,608.  The number of votes which withhold authority for Ms.
           Bryan - 0; withhold  authority for Ms. Garner - 0; withhold authority
           for Mr.  Sanchez - 0;  withhold  authority  for Mr.  Trevett - 0; and
           withhold  authority for Mr. Wood - 0. The number of votes against the
           election of  directors  was as follows:  against Ms. Bryan --- 2,200;
           against Ms. Garner - 2,200;  against Mr. Sanchez - 2,200; against Mr.
           Trevett - 2,200; and against Mr. Wood - 2,200. The terms of the Class
           II directors will expire at the 2001 Annual Meeting of  Shareholders,
           and the  terms of the  Class III  directors  will  expire at the 2002
           Annual Meeting of Shareholders.

2.       A proposal to approve the Company's 1999 Stock Incentive Plan.

           The  shareholders  of the Company  approved the 1999 Stock  Incentive
           Plan. The Plan authorizes the grant to our employees and directors of
           stock  options for up to 100,000  shares of common stock from time to
           time during the term of the plan,  subject to adjustment upon changes
           in  capitalization.  Under the plan,  we may grant  either  incentive
           stock options (which qualify for certain  favorable tax consequences,
           as described in the Company's 1999 Proxy  Statement) or  nonqualified
           stock options.  We may grant up to all 100,000 shares available under
           the plan as  incentive  stock  options.  The  number of votes for the
           approval  of the Plan was  662,058.  The number of votes  against the
           Plan was 4,800, and 9,950 abstained from voting.

There were no other matters voted on by the Company's shareholders at our annual
meeting held on April 19, 2000.

Item 5.    Other Information

            None

Item 6.    Exhibits and Reports on Form 8-K

           (a)  Exhibits.

           See Exhibit List attached hereto.

(b)       Reports on Form 8-K.

           There were no reports filed on Form 8-K for the period ended June 30,
2000.


<PAGE>


                                   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 CORPORATION



Date:    August 2, 2000                   By: /s/ Michael G. Sanchez
                                              ----------------------------------
                                              Michael G. Sanchez
                                              Chief Executive Officer

Date:    August 2, 2000                   By:  /s/ Timothy S. Ayers
                                              ----------------------------------
                                              Timothy S. Ayers
                                              Chief Financial Officer


<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number                     Description
-------                    -----------

10.1.             Real  Estate  Sales  Contract  for  the  proposed  site of the
                  Company  dated June 16, 1998  (incorporated  by  reference  to
                  Exhibit 10.1 of the Registration  Statement on Form SB-2, File
                  No. 333-69973).

10.2.             Amended  and  Restated   Employment   Agreement   between  the
                  Organizers  of the  Company  and  Michael  G.  Sanchez,  dated
                  September 1, 1998  (incorporated  by reference to Exhibit 10.2
                  of  the   Registration   Statement  on  Form  SB-2,  File  No.
                  333-69973).

10.3.             The  Company's  1999 Stock  Incentive  Plan  (incorporated  by
                  reference to Exhibit 10.3 of the Company's Form 10-KSB for the
                  period ended December 31, 1999).

10.4.             Form  of  Organizer  Warrant   Certificate   (incorporated  by
                  reference  to Exhibit  10.4 of the  Registration  Statement on
                  Form SB-2, File No. 333-69973)

27.1.             Financial  Data  Schedule  for the period ended June 30, 2000.
                  (for SEC use only).