U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(MARK ONE)                         FORM 10-QSB

[X]                QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period ended June 30, 2002

                                       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 No. 000-26131

                         FIRST CAPITAL BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

              South Carolina                           57-1070990
       (State or other jurisdiction                 (I.R.S. Employer
            of incorporation)                      Identification No.)


                         207 Highway 15/401 Bypass East
                             Bennettsville, SC 29512
                         (Address of principal executive
                          offices, including zip code)

                                 (843) 454-9337
              (Registrant's telephone number, including area code)
                ------------------------------------------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                                 YES [X] NO [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date.

563,728 shares of common stock,  $.01 par value,  were issued and outstanding on
August 5, 2002

    Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]



<Page>


                         FIRST CAPITAL BANCSHARES, INC.




                                      Index

<Table>
<Caption>

PART I. FINANCIAL INFORMATION                                                                                      Page No.

Item 1. Financial Statements (Unaudited)

<S>                                                                                                                   <C>
         Condensed Consolidated Balance Sheets -- June 30, 2002 and December 31, 2001.....................................3

         Condensed Consolidated Statements of Income -- Six months ended June 30, 2002
           and 2001 and Three months ended June 30, 2002 and 2001.........................................................4

         Condensed Consolidated Statements of Shareholders' Equity and Comprehensive Income -
           Six months ended June 30, 2002 and 2001........................................................................5

         Condensed Consolidated Statements of Cash Flows -- Six months ended June 30, 2002 and 2001.......................6

         Notes to Condensed Consolidated Financial Statements...........................................................7-8

Item 2. Management's Discussion and Analysis or Plan of Operation......................................................9-13

PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders..............................................................14

Item 6. Exhibits and Reports on Form 8-K.................................................................................14

         (a) Exhibits....................................................................................................14

         (b) Reports on Form 8-K.........................................................................................14

Signatures...............................................................................................................15
</Table>



            See notes to condensed consolidated financial statements.




                                       2
<Page>


                         FIRST CAPITAL BANCSHARES, INC.

                      Condensed Consolidated Balance Sheets

<Table>
<Caption>
                                                                                                 June 30,               December 31,
                                                                                                   2002                     2001
                                                                                                   ----                     ----
Assets:                                                                                        (Unaudited)
  Cash and cash equivalents:
<S>                                                                                            <C>                     <C>
    Cash and due from banks ........................................................           $    960,040            $    753,592
    Federal funds sold .............................................................              4,022,000                 801,000
                                                                                               ------------            ------------
      Total cash and cash equivalents ..............................................              4,982,040               1,554,592
                                                                                               ------------            ------------

Securities available-for-sale ......................................................                958,776               1,874,051
Nonmarketable equity securities ....................................................                150,000                 100,000
                                                                                               ------------            ------------
      Total investment securities ..................................................              1,108,776               1,974,051
                                                                                               ------------            ------------

Loans receivable ...................................................................             26,355,002              23,152,227
Less allowance for loan losses .....................................................               (304,004)               (341,822)
                                                                                               ------------            ------------
      Loans, net ...................................................................             26,050,998              22,810,405

Accrued interest receivable ........................................................                180,869                 175,872
Premises and equipment, net ........................................................                484,547                 501,291
Other assets .......................................................................                906,579                 856,872
                                                                                               ------------            ------------

      Total assets .................................................................           $ 33,713,809            $ 27,873,083
                                                                                               ============            ============

Liabilities and Shareholders' Equity:
Liabilities:
  Deposits:
    Noninterest-bearing transaction accounts .......................................           $  1,535,357            $  1,312,090
    Interest-bearing transaction accounts ..........................................              6,589,202               3,976,787
    Savings ........................................................................              2,774,261               1,473,805
    Time deposits $100,000 and over ................................................              4,573,860               5,985,170
    Other time deposits ............................................................             11,375,984               9,185,541
                                                                                               ------------            ------------
      Total deposits ...............................................................             26,848,664              21,933,393

Advances from Federal Home Loan Bank ...............................................              3,000,000               2,000,000
Accrued interest payable ...........................................................                 69,414                  94,326
Other liabilities ..................................................................                 19,529                   8,334
                                                                                               ------------            ------------
      Total liabilities ............................................................             29,937,607              24,036,053
                                                                                               ------------            ------------

Shareholders' Equity:
  Preferred stock, $.01 par value; 10,000,000 shares authorized
   and unissued ....................................................................                      -                       -
  Common stock, $.01 par value; 10,000,000 shares authorized,
   563,728 shares issued and outstanding ...........................................                  5,637                   5,637
  Capital surplus ..................................................................              5,110,551               5,110,551
  Accumulated other comprehensive income (loss) ....................................                  5,841                  (7,715)
  Retained earnings (deficit) ......................................................             (1,345,827)             (1,271,443)
                                                                                               ------------            ------------
      Total shareholders' equity ...................................................              3,776,202               3,837,030
                                                                                               ------------            ------------

      Total liabilities and shareholders' equity ...................................           $ 33,713,809            $ 27,873,083
                                                                                               ============            ============
</Table>



            See notes to condensed consolidated financial statements.



                                       3
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

                   Condensed Consolidated Statements of Income
                                   (Unaudited)

<Table>
<Caption>
                                                                       Six Months Ended                    Three Months Ended
                                                                           June 30,                              June 30,
                                                                           --------                              --------
                                                                  2002                 2001             2002                  2001
                                                                  ----                 ----             ----                  ----
Interest income:
<S>                                                            <C>                <C>                <C>                <C>
  Loans, including fees ................................       $   975,799        $   612,404        $   523,955        $   332,698
  Investment securities, taxable .......................            48,933             76,617             22,691             38,842
  Nonmarketable equity securities ......................             2,569              1,246              1,418                  -
  Federal funds sold ...................................            11,099             84,334              5,763             38,193
  Time deposits with other banks .......................                 -             10,471                  -             10,471
                                                               -----------        -----------        -----------        -----------
    Total ..............................................         1,038,400            785,072            553,827            420,204
                                                               -----------        -----------        -----------        -----------

Interest expense:
  Time deposits $100,000 and over ......................           112,818            150,282             42,885             83,206
  Other deposits .......................................           257,802            295,863            129,487            152,927
  Other interest expense ...............................            31,261                  -             19,258                  -
                                                               -----------        -----------        -----------        -----------
    Total ..............................................           401,881            446,145            191,630            236,133
                                                               -----------        -----------        -----------        -----------

Net interest income ....................................           636,519            338,927            362,197            184,071
Provision for loan losses ..............................            37,000             73,447             17,000             30,351
                                                               -----------        -----------        -----------        -----------
Net interest income after provision for
  loan losses ..........................................           599,519            265,480            345,197            153,720
                                                               -----------        -----------        -----------        -----------

Other operating income:
  Service charges on deposit accounts ..................            68,988             41,940             38,934             19,836
  Gain on sales of securities available for
    sale ...............................................             3,378             37,714              3,378                  -
  Credit life insurance commissions ....................            20,310              8,519             14,712              6,870
  Other charges, commissions and fees ..................            50,924             83,028             24,277             73,601
                                                               -----------        -----------        -----------        -----------
    Total ..............................................           143,600            171,201             81,301            100,307
                                                               -----------        -----------        -----------        -----------

Other operating expenses:
  Salaries and employee benefits .......................           417,647            382,209            201,521            191,415
  Occupancy expense ....................................            89,540             46,488             41,624             24,131
  Furniture and equipment expense ......................            61,928             63,653             31,919             35,966
  Other operating expenses .............................           290,792            248,251            157,025            134,864
                                                               -----------        -----------        -----------        -----------
    Total ..............................................           859,907            740,601            432,089            386,376
                                                               -----------        -----------        -----------        -----------

Income (loss) before income taxes ......................          (116,788)          (303,920)            (5,591)          (132,349)
Income tax expense (benefit) ...........................           (42,404)          (108,939)            (2,311)           (45,458)
                                                               -----------        -----------        -----------        -----------

Net income (loss) ......................................       $   (74,384)       $  (194,981)       $    (3,280)       $   (86,891)
                                                               ===========        ===========        ===========        ===========

Earnings (loss) per share
Average shares outstanding .............................           563,728            563,728            563,728            563,728
Net income (loss) ......................................       $     (0.13)       $     (0.35)       $     (0.01)       $     (0.15)
</Table>


            See notes to condensed consolidated financial statements.




                                       4
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

                       Condensed Consolidated Statement of
                 Shareholders' Equity and Comprehensive Income
                 for the six months ended June 30, 2002 and 2001
                                   (Unaudited)

<Table>
<Caption>
                                                                                                          Accumulated
                                              Common Stock                               Retained            Other
                                              ------------             Capital           Earnings        Comprehensive
                                          Shares         Amount        Surplus          (Deficit)           Income         Total
                                          ------         ------        -------          ---------           ------         -----

<S>                                     <C>          <C>              <C>             <C>              <C>              <C>
Balance,
 December 31, 2000 ............         563,728      $     5,637      $ 5,110,551     $  (894,374)     $      (382)     $ 4,221,432

Net income (loss)
 for the period ...............                                                          (194,981)                         (194,981)

Other
 comprehensive
 income, net of tax
 expense of $1,128 ............                                                                              1,966            1,966
                                                                                                                        -----------

Comprehensive
 income .......................               -                -                -               -                -         (193,015)
                                        -------      -----------      -----------     -----------      -----------      -----------

Balance,
 June 30, 2001 ................         563,728      $     5,637      $ 5,110,551     $(1,089,355)     $     1,584      $ 4,028,417
                                        =======      ===========      ===========     ===========      ===========      ===========

Balance,
 December 31, 2001 ............         563,728      $     5,637      $ 5,110,551     $(1,271,443)     $    (7,715)     $ 3,837,030

Net income (loss)
 for the period ...............                                                           (74,384)                          (74,384)

Other
  comprehensive
  income, net of tax
  expense of $7,961 ...........                                                                             13,556           13,556
                                                                                                                        -----------

Comprehensive
 income .......................               -                -                -               -                -          (60,828)
                                        -------      -----------      -----------     -----------      -----------      -----------

Balance,
 June 30, 2002 ................         563,728      $     5,637      $ 5,110,551     $(1,345,827)     $     5,841      $ 3,776,202
                                        =======      ===========      ===========     ===========      ===========      ===========
</Table>



            See notes to condensed consolidated financial statements.




                                       5
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<Table>
<Caption>
                                                                                                            Six Months Ended
                                                                                                                 June 30,
                                                                                                                 --------
                                                                                                        2002                 2001
                                                                                                        ----                 ----
Cash flows from operating activities:
<S>                                                                                                 <C>                 <C>
  Net income (loss) ........................................................................        $   (74,384)        $  (194,981)
  Adjustments to reconcile net income (loss) to net cash used
   by operating activities:
    Depreciation and amortization ..........................................................             57,721              54,238
    Provision for loan losses ..............................................................             37,000              73,447
    Accretion and premium amortization .....................................................               (124)               (827)
    Gain on sale of securities available-for-sale ..........................................             (3,378)            (37,714)
    Increase in deferred taxes .............................................................            (44,084)           (111,011)
    (Decrease) increase in interest receivable .............................................             (4,997)             (8,106)
    (Decrease) in interest payable .........................................................            (24,912)             (9,351)
    Increase in other assets ...............................................................            (13,586)            (13,388)
    Increase in other liabilities ..........................................................             11,196              14,251
                                                                                                    -----------         -----------
      Net cash used by operating activities ................................................            (59,548)           (233,442)
                                                                                                    -----------         -----------

Cash flows from investing activities:
  Purchases of securities available-for-sale ...............................................           (400,000)         (2,001,933)
  Maturities of securities available-for-sale ..............................................            235,064           1,132,102
  Proceeds from sales of securities available-for-sale .....................................          1,105,231           1,360,719
  Net increase in loans made to customers ..................................................         (3,277,593)         (4,584,438)
  Purchases of premises and equipment ......................................................            (40,977)            (70,300)
  Purchase of Federal Home Loan Bank stock .................................................            (50,000)            (11,800)
  Time deposits with other banks ...........................................................                  -          (1,000,000)
                                                                                                    -----------         -----------
    Net cash provided (used) by investing activities .......................................         (2,428,275)         (5,175,650)
                                                                                                    -----------         -----------

Cash flows from financing activities:
  Net increase in demand deposits, interest-bearing transaction
   accounts and savings accounts ...........................................................          4,136,138           3,063,149
  Net increase (decrease) in certificates of deposit and other time deposits ...............            779,133           1,972,562
  Increase in advances from Federal Home Loan Bank .........................................          1,000,000                   -
                                                                                                    -----------         -----------
    Net cash provided by financing activities ..............................................          5,915,271           5,035,711
                                                                                                    -----------         -----------

Net increase (decrease) in cash and cash equivalents .......................................          3,427,448            (373,381)

Cash and cash equivalents, beginning .......................................................          1,554,592           2,126,900
                                                                                                    -----------         -----------

Cash and cash equivalents, ending ..........................................................        $ 4,982,040         $ 1,753,519
                                                                                                    ===========         ===========

Cash paid during the period for:
 Income taxes ..............................................................................        $         -         $         -
 Interest ..................................................................................        $   426,793         $   455,496
</Table>


            See notes to condensed consolidated financial statements.





                                       6
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 1 - Basis of Presentation

The accompanying  financial statements have been prepared in accordance with the
requirements  for  interim  financial  statements  and,  accordingly,  they  are
condensed  and omit  disclosures,  which  would  substantially  duplicate  those
contained  in the most  recent  annual  report to  shareholders.  The  financial
statements  as of June 30, 2002 and for the interim  periods ended June 30, 2002
and  2001  are  unaudited  and,  in  the  opinion  of  management,  include  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation.  The financial  information as of December 31, 2001 has been
derived  from the  audited  financial  statements  as of that date.  For further
information,  refer to the financial  statements and the notes included in First
Capital Bancshares, Inc.'s 2001 Annual Report on Form 10-KSB.

Note 2 - Comprehensive Income

Comprehensive  income includes net income and other comprehensive  income, which
is defined as nonowner-related  transactions in equity. The following table sets
forth the amounts of other  comprehensive  income  included in equity along with
the related tax effects for the three and six month  periods ended June 30, 2002
and 2001:

<Table>
<Caption>
                                                                                 Pre-tax              (Expense)         Net-of-tax
                                                                                 Amount                Benefit            Amount
                                                                                 ------                -------            ------
<S>                                                                              <C>                  <C>                  <C>
For the Six Months Ended June 30, 2002:
Unrealized gains (losses) on securities:
  Unrealized holding gains (losses) arising
   during the period ................................................            $ 24,895             $ (9,211)            $ 15,684
  Plus: reclassification adjustment for
   (gains) losses realized in net income ............................              (3,378)               1,250               (2,128)
                                                                                 --------             --------             --------
Net unrealized gains (losses) on securities .........................              21,517               (7,961)              13,556
                                                                                 --------             --------             --------

Other comprehensive income ..........................................            $ 21,517             $ (7,961)            $ 13,556
                                                                                 ========             ========             ========
</Table>

<Table>
<Caption>
                                                                                 Pre-tax              (Expense)         Net-of-tax
                                                                                 Amount                Benefit            Amount
                                                                                 ------                -------            ------
<S>                                                                              <C>                  <C>                  <C>
For the Six Months Ended June 30, 2001:
Unrealized gains (losses) on securities:
  Unrealized holding gains (losses) arising
   during the period ................................................            $ 40,808             $(13,951)            $ 26,857
  Plus: reclassification adjustment for
   (gains) losses realized in net income ............................             (37,714)              12,823              (24,891)
                                                                                 --------             --------             --------
Net unrealized gains (losses) on securities .........................               3,094               (1,128)               1,966
                                                                                 --------             --------             --------

Other comprehensive income ..........................................            $  3,094             $ (1,128)            $  1,966
                                                                                 ========             ========             ========
</Table>




                                       7
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 2 - Comprehensive Income

<Table>
<Caption>
                                                                                 Pre-tax              (Expense)         Net-of-tax
                                                                                 Amount                Benefit            Amount
                                                                                 ------                -------            ------
<S>                                                                              <C>                  <C>                  <C>
For the Three Months Ended June 30, 2002:
Unrealized gains (losses) on securities:
  Unrealized holding gains (losses) arising
   during the period ................................................            $ 32,728             $(12,109)            $ 20,619
  Plus: reclassification adjustment for
   (gains) losses realized in net income ............................              (3,378)               1,250               (2,128)
                                                                                 --------             --------             --------
Net unrealized gains (losses) on securities .........................              29,350              (10,859)              18,491
                                                                                 --------             --------             --------

Other comprehensive income ..........................................            $ 29,350             $(10,859)            $ 18,491
                                                                                 ========             ========             ========
</Table>

<Table>
<Caption>
                                                                                 Pre-tax              (Expense)         Net-of-tax
                                                                                 Amount                Benefit            Amount
                                                                                 ------                -------            ------
<S>                                                                                <C>                  <C>                 <C>
For the Three Months Ended June 30, 2001:
Unrealized gains (losses) on securities:
  Unrealized holding gains (losses) arising
   during the period .................................................             $(9,619)             $ 3,197             $(6,422)
  Plus: reclassification adjustment for
   (gains) losses realized in net income .............................                   -                    -                   -
                                                                                   -------              -------             -------
Net unrealized gains (losses) on securities ..........................              (9,619)               3,197              (6,422)
                                                                                   -------              -------             -------

Other comprehensive income ...........................................             $(9,619)             $ 3,197             $(6,422)
                                                                                   =======              =======             =======
</Table>




                                       8
<Page>

                         FIRST CAPITAL BANCSHARES, INC.


Item 2. Management's Discussion and Analysis or Plan of Operation

The  following is a discussion  of our  financial  condition as of June 30, 2002
compared to December 31, 2001,  and the results of operations  for the three and
six months  ended June 30, 2002  compared to the three and six months ended June
30,  2001.  These  comments  should be read in  conjunction  with our  condensed
financial  statements  and  accompanying  notes  appearing in this report and in
conjunction  with the financial  statements and related notes and disclosures in
our Annual  Report on Form 10-KSB for the year ended  December  31,  2001.  This
report contains  "forward-looking  statements"  relating to, without limitation,
future economic  performance,  plans and objectives of our management for future
operations, and projections of revenues and other financial items that are based
on the beliefs of our management, as well as assumptions made by and information
currently  available  to  our  management.   The  words  "expect,"   "estimate,"
"anticipate,"  and  "believe," as well as similar  expressions,  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.

Results of Operations

Net Interest Income

For the six months ended June 30, 2002, net interest income increased  $297,592,
or 87.80% over the same period in 2001.  Interest  income from loans,  including
fees,  increased $363,395,  or 59.34% from the six months ended June 30, 2001 to
the  comparable  period in 2002.  The increase in interest  income was partially
offset by interest  expense.  Interest expense for the six months ended June 30,
2002 was  $401,881  compared  to $446,145  for the same period in 2001.  The net
interest  margin  realized on earning  assets was 4.64% for the six months ended
June 30, 2002, as compared to 3.74% for the six months ended June 30, 2001.  The
interest  rate  spread was 4.28% for the six  months  ended  June 30,  2002,  as
compared to 2.74% for the six months ended June 30, 2001.

Net interest income increased from $184,071 for the quarter ending June 30, 2001
to $362,197 for the quarter ending June 30, 2002. This represents an increase of
$178,126 or 96.77%.  Interest income from loans,  including  fees,  increased to
$523,955 for the quarter ended June 30, 2002 from $332,698 for the quarter ended
June 30, 2001. Interest expense decreased $44,503 or 18.85% for the three months
ended June 30, 2002  compared to the three months  ended June 30, 2001.  The net
interest  margin realized on earning assets was 4.99% for the three months ended
June 30, 2002,  compared to 3.69% for the three months ended June 30, 2001.  The
interest  rate  spread  was 4.61%  for the three  months  ended  June 30,  2002,
compared to 2.82% for the three months ended June 30, 2001.

Provision and Allowance for Loan Losses

The  provision  for  loan  losses  is the  charge  to  operating  earnings  that
management believes is necessary to maintain the allowance for loan losses at an
adequate level to reflect the losses inherent in the loan portfolio. For the six
months  ended June 30,  2002,  the  provision  charged to  expense  was  $37,000
compared  to $73,447  for the six months  ended June 30,  2001.  For the quarter
ended June 30, 2002, the provision  charged to expense was $17,000.  There was a
$30,351  provision  charged to expense for the quarter ended June 30, 2001.  The
reduction in the provision  charged to expense is a result of the  evaluation of
the allowance for loan loss methodology and adjustment of certain criteria based
on recommendations by our primary regulator.  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.  We maintain an  allowance  for loan losses  based on, among
other things, historical experience,  an evaluation of economic conditions,  and
regular reviews of delinquencies and loan portfolio quality.  Our judgment about
the adequacy of the  allowance is based upon a number of  assumptions  about our
borrowers  as well as the  effects  of future  events,  which we  believe  to be
reasonable,  but which may not prove to be accurate.  Thus, there is a risk that
charge-offs in future periods could exceed the allowance for loan losses or that
substantial  additional  increases  in the  allowance  for loan losses  could be
required.  Additions to the allowance for loan losses would result in a decrease
of our net income and, possibly, our capital.


                                       9
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

Item 2. Management's Discussion and Analysis or Plan of Operation - continued

Noninterest Income

Noninterest  income  during the six months ended June 30, 2002 was  $143,600,  a
decrease of $27,601, or 16.12%, from the comparable period in 2001. The decrease
is primarily a result of a decrease in other  charges,  commissions  and fees of
$32,104 during the six months ended June 30, 2002 from the comparable  period in
2001. The June 30, 2001 amount  included  $65,564 that was  attributable  to the
reimbursement  by our insurance  company of legal fees stemming from the lawsuit
brought against us by our former president. Noninterest income also decreased as
a result of a gain on the sale of  securities  totaling  $3,378  during  the six
months  ended June 30, 2002 as compared to $37,714  during the six months  ended
June 30, 2001.  Service charges on deposit  accounts  increased from $41,940 for
the six months  ended June 30, 2001 to $68,988 for the six months ended June 30,
2002.  This change is a result of an increase in deposit  accounts  over the two
periods.  Deposits at June 30, 2001 were $18,160,832  compared to $26,848,664 at
June 30, 2002.

For the quarter ended June 30, 2002,  noninterest income decreased  $19,006,  or
18.95%,  over the same period in 2001.  This  decrease is  primarily  due to the
reimbursement  of legal fees  during  the three  months  ended June 30,  2001 as
discussed earlier.  Service charges on deposit accounts  increased  $19,098,  or
96.28%, from the quarter ended June 30, 2001 to the quarter ended June 30, 2002.

Noninterest Expense

Total noninterest expense for the six months ended June 30, 2002 was $859,907 or
16.11%,  higher than the six months ended June 30, 2001.  The primary reason for
the $119,306  increase in noninterest  expense over the two periods was salaries
and employee benefits,  including health insurance,  which increased $35,438, or
9.27%,  over the same period in 2001.  Additional  personnel were hired to staff
the Laurinburg office and the loan production office in McColl,  South Carolina.
In addition,  other operating  expenses increased $42,541 or 17.14%, to $290,792
for the six months ended June 30, 2002 when compared to the same period in 2001.
This increase  included  consulting  fees  associated with the relocation of the
data processing equipment from Bennettsville to Laurinburg.

For the quarter ended June 30, 2002,  noninterest  expense increased $45,713, or
11.83%,  over the same period in 2001. The largest  increase between the quarter
ended June 30, 2002 and the quarter  ended June 30, 2001 was in other  operating
expenses,  which  increased  $22,161,  or 16.43%.  This  increase was  partially
attributable to increased data processing charges and consulting fees.

Income Taxes

The income tax  benefit  for the six months  ended June 30,  2002 was $42,404 as
compared to $108,939 for the same period in 2001.  The  effective tax rates were
36.31% and 35.84% for the six months ended June 30, 2002 and 2001, respectively.
The  effective  tax rates were 41.33% and 34.35% for the quarter  ended June 30,
2002 and June 30, 2001, respectively. The increase in the effective tax rate for
the 2002 quarter was attributable to the fact that net interest income increased
$297,592 to $636,519  for the six months  ended June 30, 2002 as compared to the
same period in 2001.

Net Income (Loss)

The increase in net interest income during the first six months of 2002 compared
to the same period in 2001,  contributed to the overall decrease in the net loss
over the two periods. Net interest income increased $297,592 to $636,519 for the
six months ended June 30, 2002, as compared to the same period in 2001.  The net
loss for the six months  ended June 30, 2002 was $74,384 as compared to $194,981
for the same period in 2001.  For the quarter ended June 30, 2002,  the net loss
was $3,280 as  compared  to $86,891 for the  quarter  ended June 30,  2001.  The
increase in net interest  income of $178,126  between the quarter ended June 30,
2002 and 2001 resulted in the decrease in the net loss.

Assets and Liabilities

During the first six  months of 2002,  total  assets  increased  $5,840,726,  or
20.95%,  when compared to December 31, 2001. The primary reason for the increase
in assets was due to an  increase  in loans of  $3,202,775  during the first six
months  of  2002.  The  increase  in loans is  primarily  attributable  to loans
purchased from other financial  institutions  during the period.  Total deposits
increased  $4,915,271,   or  22.41%,  from  the  December  31,  2001  amount  of
$21,933,393.  Within  the  deposit  area,  interest-bearing  deposits  increased
$4,692,004,  or 22.75%, and noninterest-bearing  deposits increased $223,267, or
17.02%, during the first six months of 2002. Advances from the Federal Home Loan
Bank increased  $1,000,000 to $3,000,000  during the first six months of 2002 to
assist with funding the growth in the loan portfolio.

                                       10
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

Item 2. Management's Discussion and Analysis or Plan of Operation - continued

Investment Securities

Securities  available-for-sale decreased from $1,874,051 at December 31, 2001 to
$958,776 at June 30, 2002.  This  represents  a decrease of $915,275,  or 48.84%
from December 31, 2001 to June 30, 2002.  Securities  totaling  $1,101,853  were
sold  during the period to fund higher  yielding  loans.  All of our  marketable
investment securities were designated as available-for-sale at June 30, 2002.

Loans

Net loans increased  $3,240,593 or 14.21%,  during the first six months of 2002.
As shown  below,  the main  component of growth in the loan  portfolio  was real
estate - mortgage loans,  which increased 30.85%,  or $4,034,254,  from December
31,  2001.  All other  categories  of loans had some  decreases  between the two
periods.  Balances within the major loans  receivable  categories as of June 30,
2002 and December 31, 2001 are as follows:

                                                   June 30,         December 31,
                                                    2002               2001
                                                    ----               ----
Real estate - construction ...............        $   747,773        $ 1,208,616
Real estate - mortgage ...................         17,110,847         13,076,593
Commercial and industrial ................          3,479,152          3,802,652
Consumer and other .......................          5,017,230          5,064,366
                                                  -----------        -----------

                                                  $26,355,002        $23,152,227
                                                  ===========        ===========

Risk Elements in the Loan Portfolio

The following is a summary of risk elements in the loan portfolio:

                                                            June 30,    June 30,
                                                              2002        2001
                                                              ----        ----
Loans:
  Nonaccrual loans .....................................    $263,086    $      -

  Accruing loans more than 90 days past due ............    $      -    $      -

Loans identified by the internal review mechanism:

   Criticized ..........................................    $195,785    $108,713
   Classified ..........................................    $219,557    $ 82,422

Criticized  loans have  potential  weaknesses  that deserve close  attention and
could, if uncorrected, result in deterioration of the prospects for repayment or
the Bank's credit position at a future date.  Classified  loans are inadequately
protected  by the  sound  worth  and  paying  capacity  of the  borrower  or any
collateral and there is a distinct possibility or probability that the Bank will
sustain a loss if the deficiencies are not corrected.

 Activity in the Allowance for Loan Losses is as follows:

                                                     June 30,         June 30,
                                                      2002              2001
                                                      ----              ----

Balance, January 1, ............................  $    341,822     $    142,276
Provision for loan losses for the period .......        37,000           73,447
Net loans (charged-off)
   recovered for the period ....................       (74,818)               -
                                                  ------------     ------------

Balance, end of period .........................  $    304,004     $    215,723
                                                  ============     ============

Gross loans outstanding, end of period .........  $ 26,355,002     $ 15,116,675

Allowance for loan losses
   to loans outstanding . ......................          1.15%            1.43%



                                       11
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                         FIRST CAPITAL BANCSHARES, INC.


Item 2. Management's Discussion and Analysis or Plan of Operation - continued

Deposits

At June 30,  2002,  total  deposits  increased  by  $4,915,271  or 22.41%,  from
December 31,  2001.  The  increase  was  attributable  to our efforts to acquire
deposits to fund our loan growth.  The largest increase was in  interest-bearing
transaction  accounts which increased  $2,612,415,  or 65.69%, from December 31,
2001 to June 30, 2002.  Expressed in percentages,  noninterest-bearing  deposits
increased 17.02% and interest-bearing deposits increased 22.75%.

Balances  within the major  deposit  categories as of June 30, 2002 and December
31, 2001 are as follows:

                                                       June 30,     December 31,
                                                        2002            2001
                                                        ----            ----
Noninterest-bearing demand deposits ..........      $ 1,535,357      $ 1,312,090
Interest-bearing demand deposits .............        6,589,202        3,976,787
Savings deposits .............................        2,774,261        1,473,805
Time deposits $100,000 and over ..............        4,573,860        5,985,170
Other time deposits ..........................       11,375,984        9,185,541
                                                    -----------      -----------
                                                    $26,848,664      $21,933,393
                                                    ===========      ===========


Advances from Federal Home Loan Bank

Advances from the Federal Home Loan Bank totaled $3,000,000 at June 30, 2002, as
compared to  $2,000,000  at December  31,  2001.  One of the  advances  totaling
$2,000,000 is a fixed rate advance bearing an interest rate of 2.40% and matures
on  November  15,  2002.  The  $1,000,000  advance has a fixed rate of 3.03% and
matures on April 10,  2003.  The  advances  are  secured  by one to four  family
residential mortgage loans and by our stock in the Federal Home Loan Bank.

Liquidity

Liquidity  needs  are  met by us  through  scheduled  maturities  of  loans  and
investments on the asset side and through pricing policies on the liability side
for interest-bearing deposit accounts. The level of liquidity is measured by the
loan-to-total  borrowed  funds  ratio,  which was at 88.30% at June 30, 2002 and
96.74% at December 31, 2001.

Securities available-for-sale, which totaled $958,776 at June 30, 2002, serve as
a ready source of liquidity.  The Bank also has lines of credit  available  with
correspondent  banks to purchase  federal funds for periods from one to fourteen
days. At June 30, 2002, unused lines of credit totaled $1,578,400.

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 notes to the  consolidated  financial  statements at December 31, 2001 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.

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.

Capital Resources

Total  shareholders'  equity  decreased from  $3,837,030 at December 31, 2001 to
$3,776,202  at June 30, 2002.  The decrease is primarily due to the net loss for
the  period of  $74,384.  The  positive  change of  $13,556 in the fair value of
securities available-for-sale was also posted to equity.

                                       12
<Page>

                         FIRST CAPITAL BANCSHARES, INC.


Item 2. Management's Discussion and Analysis or Plan of Operation - continued

Capital Resources - continued

The following  table  summarizes  our Company's  risk-based  capital at June 30,
2002:

Shareholders' equity ..........................................     $ 3,776,202
 Less: unrealized gains on available-for-sale securities ......           5,841
 Less: disallowed deferred tax assets .........................         770,981
                                                                    -----------
 Tier 1 capital ...............................................       2,999,380

 Plus: allowance for loan losses (1) ..........................         304,004
                                                                    -----------
     Total capital ............................................     $ 3,303,384
                                                                    ===========

 Risk-weighted assets .........................................     $26,311,690
                                                                    ===========

 Risk-based capital ratios
   Tier 1 capital (to risk-weighted assets) ...................           11.40%
   Total capital (to risk-weighted assets) ....................           12.55%
   Tier 1 capital (to average assets) .........................           10.09%
   Tangible capital (to average assets) .......................           10.09%

 (1) limited to 1.25% of risk-weighted assets

Thrift holding companies,  such as our Company,  and their banking  subsidiaries
are required by banking  regulators  to meet certain  minimum  levels of capital
adequacy,  which  are  expressed  in the  form of  certain  ratios.  Capital  is
separated  into Tier 1 capital  (essentially  common  shareholders'  equity less
intangible assets) and Tier 2 capital (essentially the allowance for loan losses
limited to 1.25% of risk-weighted assets). The first two ratios, which are based
on the degree of credit risk in the Company's  assets,  provide the weighting of
assets based on assigned risk factors and include  off-balance  sheet items such
as loan commitments and stand-by letters of credit.  The ratio of Tier 1 capital
to  risk-weighted  assets  must be at least 4.0% and the ratio of total  capital
(Tier 1 capital  plus Tier 2 capital) to  risk-weighted  assets must be at least
8.0%. The capital leverage ratio supplements the risk-based capital  guidelines.
The OTS has also  established a 3.0% minimum  leverage  ratio  requirement.  The
leverage ratio is computed by dividing Tier 1 capital into average  assets.  For
all except the highest rated banks,  the minimum  leverage  ratio should be 3.0%
plus an  additional  cushion  of at least 1 to 2  percent,  depending  upon risk
profiles and other factors.

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, 2002,
we had issued  commitments to extend credit of $1,540,000  through various types
of  commercial  lending   arrangements.   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.






                                       13
<Page>

                         FIRST CAPITAL BANCSHARES, INC.


PART II - OTHER INFORMATION

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

On May 21, 2002, we held our Annual Meeting of  Shareholders  for the purpose of
electing eight directors to serve for a one year term.

The  nominees  for  director   received  the  number  of  affirmative  votes  of
shareholders  required for such nominee's election in accordance with the Bylaws
of the Company. Of the 563,728  outstanding shares of the Company,  shareholders
voted for the election of each director as follows:

                              Votes For       Votes Against       Votes Withheld
                              ---------       -------------       --------------
Shoukath Ansari, M.D.          293,818              0                   300
John H. Covington              293,818              0                   300
Robert G. Dowdy                293,818              0                   300
Harry L. Howell, Jr.           293,818              0                   300
Luther D. Hutchins             293,818              0                   300
Joe D. Manis                   293,818              0                   300
Charles O. Rivers              291,818              0                 2,300
Paul F. Rush, M.D.             293,818              0                   300


The  ratification  of  Tourville,  Simpson &  Caskey,  L.L.P.  as the  Company's
independent auditors for the year ended December 31, 2002 received the requisite
number of votes for approval as follows:  294,118 voted for, none voted against,
and no votes were withheld.

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

     None

(b)  Reports on Form 8-K - No reports on Form 8-K were filed  during the quarter
     ended June 30, 2002.




                                       14
<Page>

                         FIRST CAPITAL BANCSHARES, INC.


                                    SIGNATURE

In accordance with the requirements of the Securities  Exchange Act of 1934, the
Registrant  caused  this  report to be signed on its  behalf by the  undersigned
thereunto duly authorized.




                                      FIRST CAPITAL BANCSHARES, INC.




Date: August 12, 2002                 By:  /s/ Charles O. Rivers
                                           ------------------------------------
                                           Charles O. Rivers
                                           President and Chief Executive Officer


                                      By:  /s/ John M. Digby
                                           ------------------------------------
                                           John M. Digby
                                           Chief Financial Officer and
                                           Principal Accounting Officer













                                       15