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 March 31, 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 small business issuer as specified in its charter)

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

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

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

Indicate by check mark whether the issuer (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 issuer 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 date of the latest practicable date:

           563,728 shares of common stock, $.01 par value, were issued
                        and outstanding as of May 7, 2002

          Transitional Small Business Disclosure Format: 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 - March 31, 2002 and December 31, 2001...........................3

         Condensed Consolidated Statements of Income - Three months ended March 31, 2002 and 2001...............4

         Condensed Consolidated Statements of Shareholders' Equity and Comprehensive Income -
           Three months ended March 31, 2002 and 2001...........................................................5

         Condensed Consolidated Statements of Cash Flows - Three months ended March 31, 2002 and 2001...........6

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

Item 2. Management's Discussion and Analysis or Plan of Operation............................................8-13

PART II. OTHER INFORMATION

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

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

         (b) Reports on Form 8-K...............................................................................14
</Table>


<Page>


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements
                         FIRST CAPITAL BANCSHARES, INC.
                      Condensed Consolidated Balance Sheets

<Table>
<Caption>
                                                                                                   March 31,           December 31,
                                                                                                     2002                 2001
                                                                                                     ----                 ----
Assets:                                                                                          (Unaudited)
  Cash and cash equivalents:
<S>                                                                                            <C>                     <C>
    Cash and due from banks ........................................................           $  1,074,433            $    753,592
    Federal funds sold .............................................................                 73,000                 801,000
                                                                                               ------------            ------------
      Total cash and cash equivalents ..............................................              1,147,433               1,554,592
                                                                                               ------------            ------------

Securities available-for-sale ......................................................              2,124,030               1,874,051
Nonmarketable equity securities ....................................................                100,000                 100,000
                                                                                               ------------            ------------
      Total investment securities ..................................................              2,224,030               1,974,051
                                                                                               ------------            ------------

Loans receivable ...................................................................             24,582,352              23,152,227
Less allowance for loan losses .....................................................               (306,821)               (341,822)
                                                                                               ------------            ------------
      Loans, net ...................................................................             24,275,531              22,810,405

Accrued interest receivable ........................................................                168,491                 175,872
Premises and equipment, net ........................................................                512,445                 501,291
Other assets .......................................................................                921,591                 856,872
                                                                                               ------------            ------------

      Total assets .................................................................           $ 29,249,521            $ 27,873,083
                                                                                               ============            ============

Liabilities and Shareholders' Equity:
Liabilities:
  Deposits:
    Noninterest-bearing transaction accounts .......................................           $  1,300,651            $  1,312,090
    Interest-bearing transaction accounts ..........................................              5,346,604               3,976,787
    Savings ........................................................................              1,986,681               1,473,805
    Time deposits $100,000 and over ................................................              5,600,431               5,985,170
    Other time deposits ............................................................              9,143,232               9,185,541
                                                                                               ------------            ------------
      Total deposits ...............................................................             23,377,599              21,933,393

Advances from Federal Home Loan Bank ...............................................              2,000,000               2,000,000
Accrued interest payable ...........................................................                 86,830                  94,326
Other liabilities ..................................................................                 24,100                   8,334
                                                                                               ------------            ------------
      Total liabilities ............................................................             25,488,529              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) ....................................                (12,650)                 (7,715)
  Retained earnings (deficit) ......................................................             (1,342,546)             (1,271,443)
                                                                                               ------------            ------------
      Total shareholders' equity ...................................................              3,760,992               3,837,030
                                                                                               ------------            ------------

      Total liabilities and shareholders' equity ...................................           $ 29,249,521            $ 27,873,083
                                                                                               ============            ============
</Table>


                  See notes to condensed financial statements.




                                       3
<Page>


                         FIRST CAPITAL BANCSHARES, INC.

                   Condensed Consolidated Statements of Income
                                   (Unaudited)

<Table>
<Caption>
                                                                                                         Three Months Ended
                                                                                                              March 31,
                                                                                                              ---------
                                                                                                      2002                  2001
                                                                                                      ----                  ----
Interest income:
<S>                                                                                              <C>                      <C>
  Loans, including fees ..........................................................               $ 451,844                $ 279,706
  Investment securities, taxable .................................................                  26,242                   37,771
  Nonmarketable equity securities ................................................                   1,151                    1,290
  Federal funds sold .............................................................                   5,336                   46,141
                                                                                                 ---------                ---------
    Total ........................................................................                 484,573                  364,908
                                                                                                 ---------                ---------

Interest expense:
  Time deposits $100,000 and over ................................................                  69,933                   67,076
  Other deposits .................................................................                 128,315                  142,936
  Other interest expense .........................................................                  12,003                        -
                                                                                                 ---------                ---------
    Total ........................................................................                 210,251                  210,012
                                                                                                 ---------                ---------

Net interest income ..............................................................                 274,322                  154,896
Provision for loan losses ........................................................                  20,000                   43,096
                                                                                                 ---------                ---------
Net interest income after provision for loan losses ..............................                 254,322                  111,800
                                                                                                 ---------                ---------

Other operating income:
  Service charges on deposit accounts ............................................                  30,054                   22,104
  Gain on sales of securities available for sale .................................                       -                   37,718
  Credit life insurance commissions ..............................................                   5,598                    1,649
  Other charges, commissions and fees ............................................                  26,647                    9,427
                                                                                                 ---------                ---------
    Total ........................................................................                  62,299                   70,898
                                                                                                 ---------                ---------

Other operating expenses:
  Salaries and employee benefits .................................................                 216,126                  190,794
  Occupancy expense ..............................................................                  47,916                   22,357
  Furniture and equipment expense ................................................                  30,009                   27,687
  Other operating expenses .......................................................                 133,766                  113,431
                                                                                                 ---------                ---------
    Total ........................................................................                 427,817                  354,269
                                                                                                 ---------                ---------

Income (loss) before income taxes ................................................                (111,196)                (171,571)
Income tax expense (benefit) .....................................................                 (40,093)                 (63,481)
                                                                                                 ---------                ---------

Net income (loss) ................................................................               $ (71,103)               $(108,090)
                                                                                                 =========                =========

Earnings (loss) per share
Average shares outstanding .......................................................                 563,728                  563,728
Net income (loss) ................................................................               $   (0.13)               $   (0.19)
</Table>


                  See notes to condensed financial statements.





                                       4
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

          Condensed Consolidated Statement of Shareholders' Equity and
     Comprehensive Income for the three months ended March 31, 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 ................                                                          (108,090)                        (108,090)

Other
 comprehensive
 income, net of tax
 expense of $4,324 .............                                                                              8,389           8,389
                                                                                                                        -----------

Comprehensive
 Income ........................                                                                                            (99,701)
                                         -------      -----------      -----------     -----------      -----------     -----------

Balance,
 March 31, 2001 ................         563,728      $     5,637      $ 5,110,551     $(1,002,464)     $     8,007     $ 4,121,731
                                         =======      ===========      ===========     ===========      ===========     ===========

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 ................                                                           (71,103)                         (71,103)

Other
  comprehensive
  income, net of tax
  benefit of $2,542 ............                                                                             (4,935)         (4,935)
                                                                                                                        -----------

Comprehensive
 income ........................                                                                                            (76,038)
                                         -------      -----------      -----------     -----------      -----------      -----------

Balance,
 March 31, 2002 ................         563,728      $     5,637      $ 5,110,551     $(1,342,546)     $   (12,650)     $ 3,760,992
                                         =======      ===========      ===========     ===========      ===========      ===========
</Table>




                  See notes to condensed financial statements.



                                       5
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)


<Table>
<Caption>
                                                                                                             Three Months Ended
                                                                                                                  March 31,
                                                                                                                  ---------
                                                                                                         2002                 2001
                                                                                                         ----                 ----
Cash flows from operating activities:
<S>                                                                                                 <C>                 <C>
  Net income (loss) ........................................................................        $   (71,103)        $  (108,090)
  Adjustments to reconcile net income (loss) to net cash used
   by operating activities:
    Depreciation and amortization ..........................................................             28,710              26,085
    Provision for loan losses ..............................................................             20,000              43,096
    Accretion and premium amortization .....................................................               (626)               (628)
    Gain on sale of securities available-for-sale ..........................................                  -             (37,718)
    Increase in deferred taxes .............................................................            (58,987)            (63,481)
    Decrease in interest receivable ........................................................              7,381              40,870
    (Decrease) increase in interest payable ................................................             (7,496)              2,737
    Increase in other assets ...............................................................             (2,835)            (10,539)
    Increase in other liabilities ..........................................................             15,767              34,007
                                                                                                    -----------         -----------
      Net cash used by operating activities ................................................            (69,189)            (73,661)
                                                                                                    -----------         -----------

Cash flows from investing activities:
  Purchases of securities available-for-sale ...............................................           (400,000)         (1,001,932)
  Maturities of securities available-for-sale ..............................................            142,814           1,023,475
  Proceeds from sales of securities available-for-sale .....................................                  -           1,360,718
  Net increase in loans made to customers ..................................................         (1,485,126)           (852,678)
  Purchases of premises and equipment ......................................................            (39,864)            (45,765)
  Purchase of Federal Home Loan Bank stock .................................................                  -             (11,800)
                                                                                                    -----------         -----------
    Net cash provided (used) by investing activities .......................................         (1,782,176)            472,018
                                                                                                    -----------         -----------

Cash flows from financing activities:
  Net increase in demand deposits, interest-bearing transaction
   accounts and savings accounts ...........................................................          1,871,254           1,397,239
  Net increase (decrease) in certificates of deposit and other time deposits ...............           (427,048)          2,392,651
                                                                                                    -----------         -----------
    Net cash provided by financing activities ..............................................          1,444,206           3,789,890
                                                                                                    -----------         -----------

Net increase (decrease) in cash and cash equivalents .......................................           (407,159)          4,188,247

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

Cash and cash equivalents, ending ..........................................................        $ 1,147,433         $ 6,315,147
                                                                                                    ===========         ===========

Cash paid during the period for:
 Interest ..................................................................................        $   217,747         $   207,275
</Table>


                  See notes to condensed 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 March 31, 2002 and for the interim periods ended March 31, 2002
and  2001  are  unaudited  and,  in  the  opinion  of  management,  include  all
adjustments  (consisting of normal recurring  adjustments)  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 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 effect for the three  month  periods  ended March 31, 2002 and
2001:

<Table>
<Caption>
                                                                                         Pre-tax        (Expense)        Net-of-tax
                                                                                          Amount         Benefit           Amount
                                                                                          ------         -------           ------
 For the Three Months Ended March 31, 2002:
Unrealized gains (losses) on securities:
<S>                                                                                      <C>               <C>              <C>
Unrealized holding gains (losses) arising during the period ...................          $(7,477)          $ 2,542          $(4,935)
Plus: reclassification adjustment for
 (gains) losses realized in net income ........................................                -                 -                -
                                                                                         -------           -------          -------
Net unrealized gains (losses) on securities ...................................           (7,477)            2,542           (4,935)
                                                                                         -------           -------          -------

Other comprehensive income ....................................................          $(7,477)          $ 2,542          $(4,935)
                                                                                         =======           =======          =======
</Table>

<Table>
<Caption>
                                                                                          Pre-tax        (Expense)        Net-of-tax
                                                                                           Amount         Benefit           Amount
                                                                                           ------         -------           ------
For the Three Months Ended March 31, 2001:
Unrealized gains (losses) on securities:
<S>                                                                                     <C>               <C>               <C>
Unrealized holding gains (losses) arising during the period ...................         $ 50,431          $(17,148)         $ 33,283
Plus: reclassification adjustment for
 (gains) losses realized in net income ........................................          (37,718)           12,824          (24,894)
                                                                                        --------          --------          --------
Net unrealized gains (losses) on securities ...................................           12,713            (4,324)            8,389
                                                                                        --------          --------          --------

Other comprehensive income ....................................................         $ 12,713          $ (4,324)         $  8,389
                                                                                        ========          ========          ========
</Table>


Accumulated other comprehensive income consists solely of the unrealized gain on
securities available for sale, net of the deferred tax effects.



                                       7
<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 March 31, 2002
compared to December  31,  2001,  and the  results of  operations  for the three
months  ended March 31, 2002  compared to the three months ended March 31, 2001.
These  comments  should  be read in  conjunction  with our  condensed  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 management,  as well as assumptions made by and information currently
available to  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 three  months  ended  March 31,  2002,  net  interest  income  increased
$119,426,  or 77.1%,  over the same period in 2001.  Interest income from loans,
including fees, increased $172,138, or 61.54%, from the three months ended March
31, 2001 to the three months ended March 31, 2002 as the volume of average loans
increased  from  $10,877,999 at March 31, 2001 to $23,185,400 at March 31, 2002.
Interest expense for the three months ended March 31, 2002 was $210,251 compared
to $210,012  for the same period in 2001.  The net interest  margin  realized on
earning  assets was 4.27% for the three months ended March 31, 2002, as compared
to 3.91% for the same period in 2001.  The net interest  spread  increased  from
2.85%,  for the three  months ended March 31, 2001 to 3.91% for the three months
March 31,  2002.  While the rates on  interest-earning  assets  decreased by 164
basis  points from the three  months  ended March 31, 2001 to the same period in
2002, rates on interest-bearing  liabilities  decreased 270 basis points between
the two periods. We have been able to control our cost of funds while increasing
the overall volume during the periods presented.

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 possible  loan
losses  at an  adequate  level  to  reflect  the  losses  inherent  in the  loan
portfolio.  For the three months ended March 31, 2002, the provision  charged to
expense was $20,000 as compared to the  provision of $43,096  charged to expense
during the three  months  ended March 31, 2001.  The  allowance  for loan losses
represented  1.25% and 1.48% of gross loans at March 31, 2002 and  December  31,
2001,  respectively.  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  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.





                                       8
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

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

Noninterest Income

Noninterest  income during the three months ended March 31, 2002 was $62,299,  a
decrease of $8,599, or 12.13%,  from the comparable period in 2001. The decrease
is primarily a result of no gains recognized on the sale of securities available
for sale for the three  months  ended  March 31,  2002 which was a  decrease  of
$37,718 from the comparable period in 2001.  Service charges on deposit accounts
increased  from $22,104 for the three months ended March 31, 2001 to $30,054 for
the three months ended March 31, 2002. This change is a result of an increase in
deposit  accounts  over  the two  periods.  Deposits  at  March  31,  2001  were
$16,915,012, compared to $23,377,599 at March 31, 2002.

Noninterest Expense

Total  noninterest  expense  for the  three  months  ended  March  31,  2002 was
$427,817,  which was 20.76%  higher than the three  months ended March 31, 2001.
The primary reason for the $73,548 increase in noninterest expense over the same
period in 2001 was increases in salaries and employee benefits,  which increased
$25,332,  or 13.28% over the same period in 2001.  This increase was largely the
result of an increase in personnel  in support  functions  for the  full-service
Laurinburg  office and the salary  for the loan  officer in the loan  production
office in McColl,  South  Carolina,  which opened in the fourth quarter of 2001.
Occupancy  and furniture and  equipment  expense  increased  $25,559 and $2,322,
respectively,  as a result of additional  costs  associated  with the Laurinburg
office which opened in the fourth quarter of 2001.

Income Taxes

The income tax benefit for the three  months ended March 31, 2002 was $40,093 as
compared to $63,481 for the same period in 2001. The decrease in the benefit was
a result of the decrease in the net loss over the two periods. The effective tax
rate was 36.01% for the quarter  ended March 31, 2002 and 37.00% for the quarter
ended March 31, 2001.

Net Income (Loss)

The net loss for the quarter  ended March 31, 2002 was  $71,103,  as compared to
$108,090 in the same period in 2001. The net loss included  additional  salaries
and occupancy  expenses  associated with staffing and occupying the full-service
Laurinburg  branch and the loan production  office,  both of which opened in the
fourth quarter of 2001. Despite the additional expenses,  we were able to reduce
our net loss before  taxes by $60,375 from the three months ended March 31, 2001
to the same period in 2002.

Assets and Liabilities

During the first three months of 2002,  total assets  increased  $1,376,438,  or
4.94%,  when compared to December 31, 2001. The primary reason for this increase
in assets was an  increase  in loans of  $1,430,125,  or 6.18%  during the first
three  months of 2002.  The  increase in loans was  attributable  to three loans
totaling  $1,500,000  purchased  from other  financial  institutions  during the
period. During this same time period,  deposits increased $1,444,206,  or 6.58%.
This increase in deposits was primarily the result of an increase of $1,369,817,
or 34.45%,  in  interest  bearing  transaction  accounts  during the first three
months of 2002.







                                       9
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

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


Loans

As noted above, gross loans increased by $1,430,125,  or 6.18%, during the first
quarter  of 2002.  As shown  below,  the main  component  of  growth in the loan
portfolio was real  estate-mortgage  loans, which increased $2,389,574 or 18.27%
from  December  31,  2001 to March 31,  2002.  Balances  within the major  loans
receivable categories as of March 31, 2002 and December 31, 2001 are as follows:

                                                   March 31,        December 31,
                                                     2002               2001
                                                     ----               ----
Real estate - construction ...............        $ 1,103,989      $ 1,208,616
Real estate - mortgage ...................         15,466,167       13,076,593
Commercial and industrial ................          3,350,407        3,802,652
Consumer and other .......................          4,661,789        5,064,366
                                                  -----------      -----------

                                                  $24,582,352      $23,152,227
                                                  ===========      ===========


Risk Elements in the Loan Portfolio

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

                                                        March 31,   December 31,
                                                          2002          2001
                                                          ----          ----

Nonaccrual loans ...................................     $178,166      $169,089
Accruing loans more than 90 days past due ..........     $      -      $      -

Loans identified by the
   internal review mechanism:

 Criticized ........................................     $403,683      $264,727
 Classified ........................................     $271,667      $103,123


Activity in the Allowance for Loan Losses is as follows:
<Table>
<Caption>
                                                                                              March 31,                  March 31,
                                                                                                2002                        2001
                                                                                                ----                        ----
<S>                                                                                        <C>                         <C>
Balance, January 1, .........................................................              $    341,822                $    142,276
Provision for loan losses for the period ....................................                    20,000                      43,096
Net loans (charged-off) recovered for the period ............................                   (55,001)                          -
                                                                                           ------------                ------------

Balance, end of period ......................................................              $    306,821                $    185,372
                                                                                           ============                ============

Gross loans outstanding, end of period ......................................              $ 24,582,352                $ 11,384,915

Allowance for loan losses to loans outstanding ..............................                      1.25%                       1.63%
</Table>

Criticized  loans have  potential  weaknesses  that deserve close  attention and
could, if uncorrected, result in deterioration of the prospects for repayment or
our  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 we will
sustain a loss if the deficiencies are not corrected.



                                       10
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

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

Deposits

At March 31, 2002,  total  deposits  increased  by  $1,444,206,  or 6.58%,  from
December 31, 2001. The largest increase was in interest-bearing demand deposits,
which increased $1,369,817, or 34.45%, from December 31, 2001 to March 31, 2002.
Expressed  in  percentages,  noninterest-bearing  deposits  increased  .87%  and
interest-bearing deposits increased 7.06%.

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

                                                      March 31,     December 31,
                                                       2002             2001
                                                       ----             ----
Noninterest-bearing demand deposits ..........      $ 1,300,651      $ 1,312,090
Interest-bearing demand deposits .............        5,346,604        3,976,787
Savings deposits .............................        1,986,681        1,473,805
Time deposits $100,000 and over ..............        5,600,431        5,985,170
Other time deposits ..........................        9,143,232        9,185,541
                                                    -----------      -----------

                                                    $23,377,599      $21,933,393
                                                    ===========      ===========


Advances from Federal Home Loan Bank

Advances  from the Federal Home Loan Bank totaled  $2,000,000  at March 31, 2002
and December 31, 2001.  The fixed rate advance  bears an interest  rate of 2.40%
and matures on November 15,  2002.  The advance is secured by one to four family
residential mortgage loans and by our stock in the Federal Home Loan Bank.


Liquidity

We  meet  our  liquidity  needs  through  scheduled   maturities  of  loans  and
investments on the asset side and through pricing policies on the liability side
for  interest-bearing  deposit  accounts and advances from the Federal Home Loan
Bank.  The level of liquidity is measured by the  loan-to-total  borrowed  funds
ratio, which was at 96.87% at March 31, 2002 and 96.74% at December 31, 2001.

Securities available-for-sale, which totaled $2,124,030 at March 31, 2002, serve
as a ready  source of  liquidity.  We also have lines of credit  available  with
correspondent  banks to purchase  federal funds for periods from one to fourteen
days. At March 31, 2002, unused lines of credit totaled $1,250,000. In addition,
we have a line of credit with the Federal  Home Loan Bank to borrow  funds up to
10% of the  Bank's  total  assets,  which  gave us the  ability  to borrow up to
$2,925,000 at March 31, 2002.  The Bank had borrowed  $2,000,000 on this line at
March 31, 2002.




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                         FIRST CAPITAL BANCSHARES, INC.

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

Capital Resources

Total  shareholders'  equity  decreased from  $3,837,030 at December 31, 2001 to
$3,760,992 at March 31, 2002. The decrease of $76,038 is attributable to the net
loss for the period of $71,103.  Equity was also negatively affected by a charge
to  equity  of  $4,935  relating  to the  change  in fair  value  of  investment
securities.

Thrift  holding  companies,  such as ours,  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 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.

The following table summarizes our risk-based capital at March 31, 2002:

Shareholders' equity .......................................        $ 3,760,992
 Plus: Unrealized loss on securities available-for-sale ....             12,650
                                                                    -----------
 Tier 1 capital ............................................          3,773,642

 Plus: allowance for loan losses (1) .......................            306,821
                                                                    -----------
     Total capital .........................................        $ 4,080,463
                                                                    ===========

 Risk-weighted assets ......................................        $24,943,000
                                                                    ===========

 Risk-based capital ratios
   Tier 1 capital (to risk-weighted assets) ................              15.13%
   Total capital (to risk-weighted assets) .................              16.36%
   Tier 1 capital (to average assets) ......................              13.73%
   Tangible capital (to average assets) ....................              13.73%

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

We believe that capital should continue to be adequate for the next 12 months.




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                         FIRST CAPITAL BANCSHARES, INC.

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


Regulatory Matters

On November 4, 1999, the U.S.  Senate and House of  Representatives  each passed
the   Gramm-Leach-Bliley   Act,  previously  known  as  the  Financial  Services
Modernization  Act of 1999. The Act was signed into law by President  Clinton on
November 12, 1999. Among other things, the Act repeals the restrictions on banks
affiliating  with  securities  firms  contained  in  Sections  20  and 32 of the
Glass-Steagall  Act. The Act also permits bank holding  companies to engage in a
statutorily  provided  list of financial  activities,  including  insurance  and
securities  underwriting and agency activities,  merchant banking, and insurance
company portfolio investment activities. The Act also authorizes activities that
are "complementary" to financial activities.

The Act  contains  a number of  provisions  specifically  applicable  to federal
thrifts.  For example,  the Act repeals the Savings  Association  Insurance Fund
special  reserve;  modernizes  the  Federal  Home  Loan  Bank  System;  provides
regulatory relief for community banks with satisfactory or outstanding Community
Reinvestment Act ratings in the form of less frequent  compliance  examinations;
and creates privacy  provisions that address  consumer needs without  disrupting
necessary  information  sharing  between  community  banks and  their  financial
services partners.

The Act also  prohibits new unitary  thrift  holding  companies from engaging in
nonfinancial   activities  or  affiliating  with  nonfinancial   entities.   The
prohibition  applies to a company that becomes a unitary thrift holding  company
pursuant  to an  application  filed with the OTS after May 4, 1999.  However,  a
grandfathered  unitary thrift holding company, such as us, retains its authority
to engage in nonfinancial activities.

The Act is intended to grant to community  banks  certain  powers as a matter of
right  that  larger   institutions   have   accumulated  on  an  ad  hoc  basis.
Nevertheless,  the  Act  may  have  the  result  of  increasing  the  amount  of
competition that we face from larger  institutions and other types of companies.
In fact, it is not possible to predict the full effect that the Act will have on
us. From time to time other  changes are proposed to laws  affecting the banking
industry,  and these  changes  could have a material  effect on our business and
prospects.  We cannot  predict  the  nature or the  extent of the  effect on our
business and earnings of fiscal or monetary policies,  economic controls, or new
federal or state legislation. From time to time, various bills are introduced in
the United States  Congress and various  regulations are proposed by appropriate
agencies with respect to the  regulation of financial  institutions.  Certain of
these proposals,  if adopted, could significantly change the regulation of banks
and the financial  services  industry.  We cannot  predict  whether any of these
proposals will be adopted or, if adopted, how these proposals would affect us.



                                       13
<Page>


                         FIRST CAPITAL BANCSHARES, INC.

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits

         The following documents are filed as part of this report:

         Not applicable


Reports on Form 8-K.

(b)  Reports on Form 8-K - No reports on Form 8-K were filed  during the quarter
     ended March 31, 2002.




                                       14
<Page>



                                    SIGNATURE

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




                                      FIRST CAPITAL BANCSHARES, INC.




Date:   May 9, 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



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