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 September 30, 2001

                                       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
October 31, 2001

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



<Page>




                         FIRST CAPITAL BANCSHARES, INC.

2


                                      Index

<Table>
<Caption>

PART I. FINANCIAL INFORMATION                                                                                      Page No.

Item 1. Financial Statements (Unaudited)

<S>                                                                                                                    <C>
         Condensed Consolidated Balance Sheets -- September 30, 2001 and December 31, 2000................................3

         Condensed Consolidated Statements of Income -- Nine months ended September 30, 2001
           and 2000 and Three months ended September 30, 2001 and 2000....................................................4

         Condensed Consolidated Statements of Shareholders' Equity and Comprehensive Income -
           Nine months ended September 30, 2001...........................................................................5

         Condensed Consolidated Statements of Cash Flows -- Nine months ended September 30, 2001 and 2000.................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 6. Exhibits and Reports on Form 8-K.................................................................................14

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

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

Signatures...............................................................................................................15

Exhibit Index............................................................................................................16
</Table>








                                       2
<Page>


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

                         FIRST CAPITAL BANCSHARES, INC.


                      Condensed Consolidated Balance Sheets

<Table>
<Caption>
                                                                                               September 30,            December 31,
                                                                                                   2001                    2000
                                                                                                   ----                    ----
 Assets                                                                                        (Unaudited)
Cash and cash equivalents:
<S>                                                                                            <C>                     <C>
  Cash and due from banks ..........................................................           $    631,540            $    396,900
  Federal funds sold ...............................................................              2,254,000               1,730,000
                                                                                               ------------            ------------
    Total cash and cash equivalents ................................................              2,885,540               2,126,900
                                                                                               ------------            ------------

  Securities available-for-sale ....................................................              1,270,671               3,361,612
  Nonmarketable equity securities ..................................................                 44,900                  33,100
                                                                                               ------------            ------------
    Total investment securities ....................................................              1,315,571               3,394,712
                                                                                               ------------            ------------


Loans receivable ...................................................................             19,746,521              10,532,237
   Less allowance for loan losses ..................................................               (271,844)               (142,276)
                                                                                               ------------            ------------
     Loans, net ....................................................................             19,474,677              10,389,961
                                                                                               ------------            ------------

Accrued interest receivable ........................................................                141,828                 150,108
Premises and equipment, net ........................................................                963,436                 842,031
Other assets .......................................................................                760,586                 564,617
                                                                                               ------------            ------------

    Total assets ...................................................................           $ 25,541,638            $ 17,468,329
                                                                                               ============            ============

Liabilities and Shareholders' Equity
Liabilities
Deposits:
  Non-interest-bearing transaction accounts ........................................              1,079,764                 420,068
  Interest-bearing transaction accounts ............................................              3,120,993               1,227,523
  Savings ..........................................................................              1,887,733                 865,589
  Time deposits $100,000 and over ..................................................              6,473,425               3,664,972
  Other time deposits ..............................................................              8,827,512               6,946,969
                                                                                               ------------            ------------

    Total deposits .................................................................             21,389,427              13,125,121
                                                                                               ------------            ------------

Accrued interest payable ...........................................................                105,131                  91,018
Other liabilities ..................................................................                121,786                  30,758
                                                                                               ------------            ------------
    Total liabilities ..............................................................             21,616,344              13,246,897
                                                                                               ------------            ------------

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) ....................................                  7,948                    (382)
  Retained earnings (deficit) ......................................................             (1,198,842)               (894,374)
                                                                                               ------------            ------------
    Total shareholders' equity .....................................................              3,925,294               4,221,432
                                                                                               ------------            ------------

    Total liabilities and shareholders' equity .....................................           $ 25,541,638            $ 17,468,329
                                                                                               ============            ============
</Table>


           See notes to condensed consolidated financial statements.



                                       3
<Page>




                         FIRST CAPITAL BANCSHARES, INC.

                   Condensed Consolidated Statements of Income
                                   (Unaudited)

<Table>
<Caption>
                                                                  Nine Months Ended September 30,   Three Months Ended September 30,
                                                                  -------------------------------   --------------------------------
                                                                     2001               2000             2001                  2000
                                                                     ----               ----             ----                  ----
Interest income
<S>                                                               <C>               <C>               <C>               <C>
  Loans, including fees ....................................      $ 1,012,578       $   614,496       $   400,174       $   251,565
  Investment securities, taxable ...........................          109,180           233,398            32,563            78,031
  Nonmarketable equity securities ..........................            2,002             1,041               756               638
  Federal funds sold .......................................          110,825            45,687            26,491            24,974
  Time deposits with other banks ...........................           16,472                 -             6,001                 -
                                                                  -----------       -----------       -----------       -----------
    Total ..................................................        1,251,057           894,622           465,985           355,208
                                                                  -----------       -----------       -----------       -----------

Interest expense
  Time deposits $100,000 and over ..........................          240,845           139,792            90,563            57,710
  Other deposits ...........................................          448,975           291,478           153,112           130,674
  Federal funds purchased and securities
      sold under agreements to repurchase...................               27            11,787                27                 -
                                                                  -----------       -----------       -----------       -----------
    Total ..................................................          689,847           443,057           243,702           188,384
                                                                  -----------       -----------       -----------       -----------

Net interest income ........................................          561,210           451,565           222,283           166,824

Provision for loan losses ..................................          136,304           105,377            62,857             7,515
                                                                  -----------       -----------       -----------       -----------

Net interest income after provision for loan losses ........          424,906           346,188           159,426           159,309
                                                                  -----------       -----------       -----------       -----------


Other operating income
  Service charges on deposit accounts ......................           68,509            32,624            26,569            17,079
  Gain on sales of securities available for sale ...........           55,622                 -            17,908                 -
  Credit life insurance commissions ........................           12,083            14,041             3,564               714
  Other charges, commissions and fees ......................           92,705            10,469             9,677             2,267
                                                                  -----------       -----------       -----------       -----------
    Total ..................................................          228,919            57,134            57,718            20,060
                                                                  -----------       -----------       -----------       -----------

Other operating expenses
  Salaries and employee benefits ...........................          572,382           408,639           190,173           138,630
  Net occupancy expense ....................................           77,883            44,302            31,395            15,978
  Furniture and equipment expense ..........................           88,769            48,238            25,116            16,326
  Other operating expenses .................................          390,000           389,538           141,749           146,318
                                                                  -----------       -----------       -----------       -----------
    Total ..................................................        1,129,034           890,717           388,433           317,252
                                                                  -----------       -----------       -----------       -----------

Income (loss) before income taxes ..........................         (475,209)         (487,395)         (171,289)         (137,883)
Income tax expense (benefit) ...............................         (170,741)         (186,986)          (61,802)          (57,942)
                                                                  -----------       -----------       -----------       -----------

Net income (loss) ..........................................      $  (304,468)      $  (300,409)      $  (109,487)      $   (79,941)
                                                                  ===========       ===========       ===========       ===========

Earnings (loss) per share
  Average shares outstanding ...............................          563,728           563,728           563,728           563,728
  Net income (loss) ........................................      $     (0.54)      $     (0.53)      $     (0.19)      $     (0.14)
</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 nine months ended September 30, 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 ....................                                                    (304,468)                           (304,468)

Other comprehensive
 income, net of tax
 expense of $4,865 ................                                                                         8,330             8,330
            ------                                                                                                      -----------

Comprehensive income ..............                                                                                        (296,138)
                                         -------      -------      -----------      -----------       -----------       -----------

Balance,
 September 30, 2001 ...............      563,728      $ 5,637      $ 5,110,551      $(1,198,842)      $     7,948       $ 3,925,294
                                         =======      =======      ===========      ===========       ===========       ===========
</Table>


           See notes to condensed consolidated financial statements.


                                       5
<Page>
                         FIRST CAPITAL BANCSHARES, INC.

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<Table>
<Caption>
                                                                                                     Nine Months Ended September 30,
                                                                                                     -------------------------------
                                                                                                      2001                   2000
                                                                                                      ----                   ----
Cash flows from operating activities:
<S>                                                                                              <C>                    <C>
  Net income (loss) ..................................................................           $  (304,468)           $  (300,409)
  Adjustments to reconcile net income (loss)
  to net cash provided by operating activities
    Depreciation and amortization ....................................................                82,364                 48,238
    Provision for loan losses ........................................................               136,304                105,377
    Accretion and premium amortization ...............................................                  (997)                (4,757)
    Gain on sale of securities available-for-sale ....................................               (55,622)                     -
    Increase in deferred taxes .......................................................              (172,812)              (181,648)
    (Increase) decrease in interest receivable .......................................                 8,280                (60,773)
    Increase in interest payable .....................................................                14,113                 53,460
    Increase in other assets .........................................................               (28,022)               (41,966)
    Increase in other liabilities ....................................................                91,028                  8,254
                                                                                                 -----------            -----------
      Net cash used by operating activities ..........................................              (229,832)              (374,224)
                                                                                                 -----------            -----------

Cash flows from investing activities:
  Purchases of securities available-for-sale .........................................            (2,401,932)              (400,000)
  Maturities and calls of securities available-for-sale ..............................             1,562,063                492,964
  Proceeds from sales of securities available-for-sale ...............................             3,000,624                      -
  Purchase of Federal Home Loan Bank stock ...........................................               (11,800)               (16,700)
  Net increase in loans made to customers ............................................            (9,221,020)            (6,363,679)
  Purchases of premises and equipment ................................................              (665,528)               (77,257)
  Dispositions of premises and equipment .............................................               461,759                      -
                                                                                                 -----------            -----------
    Net cash used by investing activities ............................................            (7,275,834)            (6,364,672)
                                                                                                 -----------            -----------

Cash flows from financing activities:
  Net increase in demand deposits, interest-bearing transaction
   accounts and savings accounts .....................................................             3,575,310              1,387,490
  Net increase in certificates of deposit and other time deposits ....................             4,688,996              6,756,958
  Net decrease in federal funds purchased ............................................                     -               (140,000)
                                                                                                 -----------            -----------
      Net cash provided by financing activities ......................................             8,264,306              8,004,448
                                                                                                 -----------            -----------

Net increase (decrease) in cash and  cash equivalents ................................               758,640              1,265,552

Cash and cash equivalents, beginning .................................................             2,126,900                956,492
                                                                                                 -----------            -----------

Cash and cash equivalents, ending ....................................................           $ 2,885,540            $ 2,222,044
                                                                                                 ===========            ===========

 Cash paid during the period for:
   Income taxes ......................................................................           $         -            $     2,925
   Interest ..........................................................................           $   675,734            $   389,597
</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  on Form  10-KSB.  The  financial
statements as of September 30, 2001 and for the interim  periods ended September
30, 2001 and 2000 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, 2000 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 2000 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 nine month periods ended September 30,
2001 and 2000:

<Table>
<Caption>
                                                                                  Pre-tax            (Expense)          Net-of-tax
                                                                                  Amount              Benefit             Amount
                                                                                  ------              -------             ------
For the Nine Months Ended September 30, 2001:
Unrealized gains (losses) on securities:
<S>                                                                              <C>                  <C>                  <C>
  Unrealized holding gains (losses) arising
   during the period ................................................            $ 68,817             $(23,776)            $ 45,041
  Plus: reclassification adjustment for
   (gains) losses realized in net income ............................             (55,622)              18,911              (36,711)
                                                                                 --------             --------             --------
Net unrealized gains (losses) on securities .........................              13,195               (4,865)               8,330
                                                                                 --------             --------             --------

Other comprehensive income ..........................................            $ 13,195             $ (4,865)            $  8,330
                                                                                 ========             ========             ========

<Caption>
                                                                                  Pre-tax            (Expense)          Net-of-tax
                                                                                  Amount              Benefit             Amount
                                                                                  ------              -------             ------
For the Nine Months Ended September 30, 2000:
Unrealized gains (losses) on securities:
<S>                                                                               <C>                  <C>                 <C>
  Unrealized holding gains (losses) arising
   during the period .................................................            $(22,203)            $  7,571            $(14,632)
  Plus: reclassification adjustment for
   (gains) losses realized in net income .............................                   -                    -                   -
                                                                                  --------             --------            --------
Net unrealized gains (losses) on securities ..........................             (22,203)               7,571             (14,632)
                                                                                  --------             --------            --------

Other comprehensive income ...........................................            $(22,203)            $  7,571            $(14,632)
                                                                                  ========             ========            ========
</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
                                                                                  ------              -------               ------
For the Three Months Ended September 30, 2001:
Unrealized gains (losses) on securities:
<S>                                                                              <C>                  <C>                  <C>
  Unrealized holding gains (losses) arising
   during the period ................................................            $ 28,009             $ (9,825)            $ 18,184
  Plus: reclassification adjustment for
   gains (losses) realized in net income ............................             (17,908)               6,088              (11,820)
                                                                                 --------             --------             --------
Net unrealized gains (losses) on securities .........................              10,101               (3,737)               6,364
                                                                                 --------             --------             --------

Other comprehensive income ..........................................            $ 10,101             $ (3,737)            $  6,364
                                                                                 ========             ========             ========

<Caption>
                                                                                    Pre-tax            (Expense)          Net-of-tax
                                                                                    Amount              Benefit             Amount
                                                                                    ------              -------             ------
For the Three Months Ended September 30, 2000:
Unrealized gains (losses) on securities:
<S>                                                                                <C>                 <C>                  <C>
  Unrealized holding gains (losses) arising
   during the period ..................................................            $ 71,608            $(24,685)            $ 46,923
  Plus: reclassification adjustment for
   gains (losses) realized in net income ..............................                   -                   -                    -
                                                                                   --------            --------             --------
Net unrealized gains (losses) on securities ...........................              71,608             (24,685)              46,923
                                                                                   --------            --------             --------

Other comprehensive income ............................................            $ 71,608            $(24,685)            $ 46,923
                                                                                   ========            ========             ========
</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 September 30,
2001 compared to December 31, 2000,  and the results of operations for the three
and nine months ended  September  30, 2001 compared to the three and nine months
ended September 30, 2000.  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 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 nine months ended  September  30, 2001,  net interest  income  increased
$109,645,  or 24.28% over the same period in 2000.  Interest  income from loans,
including  fees,  increased  $398,082,  or  64.78%  from the nine  months  ended
September 30, 2001 to the comparable  period in 2000.  Also  contributing to the
overall increase in net interest income was an increase of $65,138 or 142.57% in
interest from federal funds sold. The increase in interest  income was partially
offset by the increase in interest expense. Interest expense for the nine months
ended  September  30, 2001 was  $689,847,  as compared to $443,057  for the same
period in 2000. The net interest margin realized on earning assets was 3.82% for
the nine months  ended  September  30,  2001,  as compared to 4.58% for the nine
months ended September 30, 2000. The interest rate spread was 2.97% for the nine
months ended September 30, 2001 and 2000.

Net interest income increased from $166,824 for the quarter ending September 30,
2000 to $222,283 for the quarter ending  September 30, 2001.  This represents an
increase  of $55,459 or 33.24%.  Interest  income from  loans,  including  fees,
increased to $400,174 for the quarter ended September 30, 2001 from $251,565 for
the quarter ended September 30, 2000.  This increase was partially  offset by an
increase in interest  expense.  Interest expense increased $55,318 or 29.36% for
the three months  ended  September  30, 2001  compared to the three months ended
September 30, 2000. The net interest margin realized on earning assets was 3.95%
for the three months ended  September 30, 2001,  compared to 4.44% for the three
months  ended  September  30, 2000.  The interest  rate spread was 3.30% for the
three months ended  September  30, 2001,  compared to 3.16% for the three months
ended September 30, 2000.

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
nine months ended  September  30,  2001,  the  provision  charged to expense was
$136,304  compared to $105,377 for the nine months ended September 30, 2000. For
the quarter  ended  September  30, 2001,  the  provision  charged to expense was
$7,515.  There was a $62,857  provision charged to expense for the quarter ended
September 30, 2000. The significant  increase during the quarter ended September
30, 2001 was a result of management's  effort to fund the allowance to match the
growth in the portfolio  during the quarter.  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 nine months ended September 30, 2001 was $228,919,
an increase of $171,785,  or 300.67%,  from the  comparable  period in 2000. The
increase is primarily a result of an increase in other charges,  commissions and
fees totaling  $82,236 during the nine months ended  September 30, 2001 from the
comparable  period in 2000. Of this increase,  $65,564 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 increased as
a result of the gain on the sale of securities  totaling $55,622 during the nine
months ended  September 30, 2001.  There were no gains on the sale of securities
in 2000. In addition, service charges on deposit accounts increased from $32,624
for the nine  months  ended  September  30,  2000 to $68,509 for the nine months
ended  September  30,  2001.  This  change is a result of an increase in deposit
accounts over the two periods.  Deposits at September 30, 2001 were $21,389,427,
as compared to $13,029,227 at September 30, 2000.

For the quarter ended September 30, 2001,  noninterest income increased $37,658,
or 187.73%,  over the same period in 2000. This increase is primarily due to the
gain on sale of securities which totaled $17,908 for the quarter ended September
30, 2001.  Also  contributing  to the increase  were service  charges on deposit
accounts,  which increased $9,490,  or 55.57%,  from the quarter ended September
30, 2000 to the quarter ended September 30, 2001.

Noninterest Expense

Total  noninterest  expense for the nine  months  ended  September  30, 2001 was
$1,129,034 or 26.76%,  higher than the nine months ended September 30, 2000. The
primary  reason for the $238,317  increase in  noninterest  expense over the two
periods was salaries and employee benefits, which increased $163,743, or 40.07%,
over the same period in 2000. Additional personnel hired to staff the Laurinburg
office,  which opened in January  2001,  and annual pay raises  resulted in this
increase. Net occupancy expense and furniture and equipment expense increased by
$33,581 and $40,531,  respectively for the nine months ended September 30, 2001,
when compared to the same period in 2000.  These  increases were due to expenses
associated with the Laurinburg office.

For the quarter ended September 30, 2001, noninterest expense increased $71,181,
or 22.44%,  over the same  period in 2000.  The  largest  increase  between  the
quarter ended September 30, 2001 and the quarter ended September 30, 2000 was in
salaries and employee benefits, which increased $51,543, or 37.18%. As discussed
above,  personnel  hired to staff  the  Laurinburg  office  contributed  to this
increase. Increases in net occupancy expense and furniture and equipment expense
were also  partially  attributable  to the new Laurinburg  office.  In addition,
certain one time  expenses  were  incurred  relating to the sale and  subsequent
leaseback of the permanent facility in Bennettsville.

Income Taxes

The  income  tax  benefit  for the nine  months  ended  September  30,  2001 was
$170,741, as compared to $186,986 for the same period in 2000. The effective tax
rates were 35.93% and 38.36% for the nine months  ended  September  30,  2001and
2000,  respectively.  The  effective  tax rates  were  36.08% and 42.02% for the
quarters  ended  September 30, 2001 and September  30, 2000,  respectively.  The
increase  in the net loss was  partially  attributable  to the  increase  in the
provision for loan losses over the same period a year ago.

Net Income (Loss)

Although net interest income and noninterest  income  increased during the first
nine  months of 2001 when  compared  to the same  period in 2000,  we also had a
significant  increase in noninterest  expense during the 2001 time period.  This
increase was primarily a result of expenses  associated  with the opening of the
Laurinburg  office.  The combination of the above factors resulted in a net loss
for the nine months  ended  September  30, 2001 of $304,468 as compared to a net
loss of $300,409 for the same period in 2000.  For the quarter  ended  September
30, 2001, the net loss was $109,487 as compared to a net loss of $79,941 for the
quarter ended September 30, 2000.




                                       10
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

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

Assets and Liabilities

During the first nine months of 2001,  total  assets  increased  $8,073,309,  or
46.22%,  when compared to December 31, 2000. The primary reason for the increase
in assets was due to an  increase in loans of  $9,214,284  during the first nine
months of 2001.  This growth is  partially  attributable  to the new  Laurenburg
branch opened  earlier in the year.  Total  deposits  increased  $8,264,306,  or
62.97%,  from the  December  31,  2000  amount of  $13,125,121.  Of these  total
deposits,   interest-bearing  deposits  increased  $7,604,610,  or  59.86%,  and
noninterest-bearing  deposits increased $659,696,  or 157.05%,  during the first
nine months of 2001. The growth in deposits has allowed us to fund loans without
seeking additional funding sources.

Investment Securities

Securities  available-for-sale decreased from $3,361,612 at December 31, 2000 to
$1,270,671 at September 30, 2001. This  represents a decrease of $2,090,941,  or
62.20% from December 31, 2000 to September 30, 2001.  This decrease is primarily
a result of the sale of $3,000,624 in securities during the first nine months of
2001.  Proceeds  from  these  sales  were used to  invest  in loans.  All of our
marketable  investment  securities  were  designated  as  available-for-sale  at
September 30, 2001.  Nonmarketable  securities totaling $44,900 at September 30,
2001 represent our investment in the Federal Home Loan Bank.

Loans

We  experienced  significant  growth  during  the  first  nine  months  of 2001,
especially in the loan area. Net loans  increased  $9,084,716 or 87.44%,  during
the period.  As shown below,  the main component of growth in the loan portfolio
was real estate - mortgage loans,  which increased 97.48%,  or $5,199,287,  from
December 31, 2000. Also,  commercial and industrial loans increased  $2,452,140,
or  170.32%.  Balances  within  the  major  loans  receivable  categories  as of
September 30, 2001 and December 31, 2000 are as follows:

<Table>
<Caption>
                                                                                          September 30,                 December 31,
                                                                                              2001                          2000
                                                                                              ----                          ----
<S>                                                                                       <C>                            <C>
Real estate - construction ...........................................                    $ 1,035,785                    $   640,100
Real estate - mortgage ...............................................                     10,533,206                      5,333,919
Commercial and industrial ............................................                      3,891,864                      1,439,724
Consumer and other ...................................................                      4,285,666                      3,118,494
                                                                                          -----------                    -----------
                                                                                          $19,746,521                    $10,532,237
                                                                                          ===========                    ===========
</Table>

Risk Elements in the Loan Portfolio

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

<Table>
<Caption>
                                                                                                            September 30,
                                                                                                            -------------
                                                                                                     2001                    2000
                                                                                                     ----                    ----
 Loans:
<S>                                                                                                <C>                      <C>
  Nonaccrual loans .................................................................               $ 121,320                $      -

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

Loans identified by the internal review mechanism:

   Criticized ......................................................................                $346,070                $108,960
   Classified ......................................................................                $ 18,712                $      -
</Table>

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.  Criticized  loans  include the
nonaccrual loans noted above. 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.




                                       11
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

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

Risk Elements in the Loan Portfolio - continued

<Table>
<Caption>
                                                                                                          September 30,
                                                                                                          -------------
 Activity in the Allowance for Loan Losses is as follows:                                        2001                     2000
                                                                                                 ----                     ----

<S>                                                                                        <C>                        <C>
Balance, January 1, ..........................................................             $    142,276               $     42,309
Provision for loan losses for the period .....................................                  136,304                    105,377
Net loans (charged-off) recovered for the period .............................                   (6,736)                    (9,814)
                                                                                           ------------               ------------

Balance, end of period .......................................................             $    271,844               $    137,872
                                                                                           ============               ============

Gross loans outstanding, end of period .......................................             $ 19,746,521               $  9,864,219

Allowance for loan losses to loans outstanding ...............................                     1.38%                      1.40%
</Table>

Deposits

At September 30, 2001,  total deposits  increased by $8,264,306 or 62.97%,  from
December 31,  2000.  The  increase  was  attributable  to our efforts to acquire
deposits to fund our loan  growth.  The largest  increase  was in time  deposits
$100,000 and over, which increased $2,808,453, or 76.63%, from December 31, 2000
to September 30, 2001.  While time  deposits  $100,000 and over are an important
source of deposits,  management understands the volatility associated with these
deposits.  Expressed  in  percentages,  noninterest-bearing  deposits  increased
157.05% and interest-bearing deposits increased 59.86%.

Balances  within the major  deposit  categories  as of  September  30,  2001 and
December 31, 2000 are as follows:

                                                    September 30,   December 31,
                                                        2001             2000
                                                        ----             ----
Noninterest-bearing demand deposits ..........      $ 1,079,764      $   420,068
Interest-bearing demand deposits .............        3,120,993        1,227,523
Savings deposits .............................        1,887,733          865,589
Time deposits $100,000 and over ..............        6,473,425        3,664,972
Other time deposits ..........................        8,827,512        6,946,969
                                                    -----------      -----------
                                                    $21,389,427      $13,125,121
                                                    ===========      ===========

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 92.32% at September 30, 2001
and 80.24% at December 31, 2000.

Securities  available-for-sale,  which totaled $1,270,671 at September 30, 2001,
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 September  30, 2001,  unused lines of credit  totaled
$1,250,000.




                                       12
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

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

Capital Resources

Total  shareholders'  equity  decreased from  $4,221,432 at December 31, 2000 to
$3,925,294 at September 30, 2001.  The decrease is primarily due to the net loss
for the period of $304,468.  The positive  change of $8,330 in the fair value of
securities available-for-sale was also posted to equity.

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.

The following table summarizes our Company's risk-based capital at September 30,
2001:

Shareholders' equity .........................................    $  3,925,294
 Less: unrealized gains on available-for-sale securities .....          (7,948)
                                                                  ------------
 Tier 1 capital ..............................................       3,917,346

 Plus: allowance for loan losses (1) .........................         257,172
                                                                  ------------
     Total capital ...........................................    $  4,174,518
                                                                  ============

 Risk-weighted assets ........................................    $ 20,573,742
                                                                  ============

 Risk-based capital ratios
   Tier 1 capital (to risk-weighted assets) ..................           19.04%
   Total capital (to risk-weighted assets) ...................           20.29%
   Tier 1 capital (to average assets) ........................           15.66%
   Tangible capital (to average assets) ......................           15.66%

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





                                       13
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

     10.1  Lease Agreement between the Bank and Carroll M. Edwards.

(b)  Reports on Form 8-K - No reports on Form 8-K were filed  during the quarter
     ended September 30, 2001.





                                       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: November 6, 2001                  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
<Page>



                         FIRST CAPITAL BANCSHARES, INC.

                                  EXHIBIT INDEX


Item No. from
Item 601 of
Regulation S-B           Description
--------------           -----------

10.1                     Lease Agreement between the Bank and Carroll M. Edwards






























                                       16