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, 2002

                                       OR

              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

               For the Transition Period from _________to_________

                          Commission File No. 000-26131

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

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

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

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

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

                                 YES [X] NO [ ]

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

 563,728 shares of common stock, $.01 par value, were issued and outstanding on
                                October 31, 2002

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



<PAGE>

                         FIRST CAPITAL BANCSHARES, INC.



                                      Index

<TABLE>
<CAPTION>

PART I. FINANCIAL INFORMATION                                                                                      Page No.

Item 1. Financial Statements (Unaudited)

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

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

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

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

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

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

Item 3. Controls and Procedures..........................................................................................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

Certifications........................................................................................................16-17
</TABLE>



            See notes to condensed consolidated financial statements.


                                       2
<PAGE>


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

                         FIRST CAPITAL BANCSHARES, INC.


                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                                 September 30,         December 31,
                                                                                                      2002                 2001
                                                                                                      ----                 ----
Assets:                                                                                          (Unaudited)
  Cash and cash equivalents:
<S>                                                                                            <C>                     <C>
    Cash and due from banks ........................................................           $  1,010,255            $    753,592
    Federal funds sold .............................................................              2,623,000                 801,000
                                                                                               ------------            ------------
      Total cash and cash equivalents ..............................................              3,633,255               1,554,592
                                                                                               ------------            ------------

Securities available-for-sale ......................................................                503,813               1,874,051
Nonmarketable equity securities ....................................................                150,000                 100,000
                                                                                               ------------            ------------
      Total investment securities ..................................................                653,813               1,974,051
                                                                                               ------------            ------------

Loans receivable ...................................................................             32,976,427              23,152,227
Less allowance for loan losses .....................................................               (339,043)               (341,822)
                                                                                               ------------            ------------
      Loans, net ...................................................................             32,637,384              22,810,405

Accrued interest receivable ........................................................                215,024                 175,872
Premises and equipment, net ........................................................                384,557                 501,291
Other assets .......................................................................              1,019,695                 856,872
                                                                                               ------------            ------------

      Total assets .................................................................           $ 38,543,728            $ 27,873,083
                                                                                               ============            ============

Liabilities and Shareholders' Equity:
Liabilities:
  Deposits:
    Noninterest-bearing transaction accounts .......................................           $  1,698,109            $  1,312,090
    Interest-bearing transaction accounts ..........................................              5,421,122               3,976,787
    Savings ........................................................................              2,956,251               1,473,805
    Time deposits $100,000 and over ................................................              5,105,026               5,985,170
    Other time deposits ............................................................             16,464,506               9,185,541
                                                                                               ------------            ------------
      Total deposits ...............................................................             31,645,014              21,933,393

Advances from Federal Home Loan Bank ...............................................              3,000,000               2,000,000
Accrued interest payable ...........................................................                 73,634                  94,326
Other liabilities ..................................................................                 30,634                   8,334
                                                                                               ------------            ------------
      Total liabilities ............................................................             34,749,282              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) ....................................                  2,402                  (7,715)
  Retained earnings (deficit) ......................................................             (1,324,144)             (1,271,443)
                                                                                               ------------            ------------
      Total shareholders' equity ...................................................              3,794,446               3,837,030
                                                                                               ------------            ------------

      Total liabilities and shareholders' equity ...................................           $ 38,543,728            $ 27,873,083
                                                                                               ============            ============
</TABLE>

            See notes to condensed consolidated financial statements.


                                       3
<PAGE>

                         FIRST CAPITAL BANCSHARES, INC.

                   Condensed Consolidated Statements of Income
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       Nine Months Ended                      Three Months Ended
                                                                         September 30,                           September 30,
                                                                         -------------                           -------------
                                                                    2002               2001                2002              2001
                                                                    ----               ----                ----              ----
Interest income:
<S>                                                             <C>                <C>                <C>               <C>
  Loans, including fees .................................       $ 1,571,160        $ 1,012,578        $   595,361       $   400,174
  Investment securities, taxable ........................            55,479            109,180              6,546            32,563
  Nonmarketable equity securities .......................             4,467              2,002              1,898               756
  Federal funds sold ....................................            24,209            110,825             13,110            26,491
  Time deposits with other banks ........................                 -             16,472                  -             6,001
                                                                -----------        -----------        -----------       -----------
    Total ...............................................         1,655,315          1,251,057            616,915           465,985
                                                                -----------        -----------        -----------       -----------

Interest expense:
  Time deposits $100,000 and over .......................           154,466            240,845             41,648            90,563
  Other deposits ........................................           398,385            448,975            140,583           153,112
  Other interest expense ................................            51,629                 27             20,368                27
                                                                -----------        -----------        -----------       -----------
    Total ...............................................           604,480            689,847            202,599           243,702
                                                                -----------        -----------        -----------       -----------

Net interest income .....................................         1,050,835            561,210            414,316           222,283
Provision for loan losses ...............................            84,000            136,304             47,000            62,857
                                                                -----------        -----------        -----------       -----------
Net interest income after provision for
  loan losses ...........................................           966,835            424,906            367,316           159,426
                                                                -----------        -----------        -----------       -----------

Other operating income:
  Service charges on deposit accounts ...................           108,839             68,509             39,851            26,569
  Gain on sales of securities available for
    sale ................................................             6,884             55,622              3,506            17,908
  Credit life insurance commissions .....................            31,302             12,083             10,992             3,564
  Residential mortgage origination fees .................            43,180              6,603             12,808             3,478
  Other charges, commissions and fees ...................            25,259             86,102              4,707             6,199
                                                                -----------        -----------        -----------       -----------
    Total ...............................................           215,464            228,919             71,864            57,718
                                                                -----------        -----------        -----------       -----------

Other operating expenses:
  Salaries and employee benefits ........................           616,427            572,382            198,780           190,173
  Occupancy expense .....................................           126,442             77,883             36,902            31,395
  Furniture and equipment expense .......................           105,137             88,769             43,209            25,116
  Other operating expenses ..............................           417,964            390,000            127,172           141,749
                                                                -----------        -----------        -----------       -----------
    Total ...............................................         1,265,970          1,129,034            406,063           388,433
                                                                -----------        -----------        -----------       -----------

Income (loss) before income taxes .......................           (83,671)          (475,209)            33,117          (171,289)
Income tax expense (benefit) ............................           (30,970)          (170,741)            11,434           (61,802)
                                                                -----------        -----------        -----------       -----------

Net income (loss) .......................................       $   (52,701)       $  (304,468)       $    21,683       $  (109,487)
                                                                ===========        ===========        ===========       ===========

Earnings (loss) per share
Average shares outstanding ..............................           563,728            563,728            563,728           563,728
Net income (loss) .......................................       $     (0.09)       $     (0.54)       $      0.04       $     (0.19)
</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, 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 ................                                                          (304,468)                        (304,468)

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

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

Balance,
 September 31, 2001 ............         563,728      $     5,637      $ 5,110,551     $(1,198,842)     $     7,948     $ 3,925,294
                                     ===========      ===========      ===========     ===========      ===========     ===========

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 ................                                                           (52,701)                         (52,701)

Other comprehensive
  income, net of tax
  expense of $1,411 ............                                                                             10,117          10,117
                                                                                                                        -----------

Comprehensive income ...........                                                                                            (42,584)
                                     -----------      -----------      -----------     -----------      -----------     -----------

Balance,
 September 31, 2002 ............         563,728      $     5,637      $ 5,110,551     $(1,324,144)     $     2,402     $ 3,794,446
                                     ===========      ===========      ===========     ===========      ===========     ===========
</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,
                                                                                                              -------------
                                                                                                       2002                 2001
                                                                                                       ----                 ----
Cash flows from operating activities:
<S>                                                                                               <C>                  <C>
  Net income (loss) ......................................................................        $    (52,701)        $   (304,468)
  Adjustments to reconcile net income (loss) to net cash used
   by operating activities:
    Depreciation and amortization ........................................................              83,676               82,364
    Loss on sale of premises and equipment ...............................................               6,098                    -
    Provision for loan losses ............................................................              84,000              136,304
    Accretion and premium amortization ...................................................                   -                 (997)
    Gain on sale of securities available-for-sale ........................................              (6,884)             (55,622)
    Increase in deferred taxes ...........................................................              (9,111)            (172,812)
    (Decrease) increase in interest receivable ...........................................             (39,152)               8,280
    (Decrease) increase in interest payable ..............................................             (20,692)              14,113
    Increase in other assets .............................................................            (159,654)             (28,022)
    (Decrease) increase in other liabilities .............................................              22,300               91,028
                                                                                                  ------------         ------------
      Net cash used by operating activities ..............................................             (92,120)            (229,832)
                                                                                                  ------------         ------------

Cash flows from investing activities:
  Purchases of securities available-for-sale .............................................            (500,000)          (2,401,932)
  Maturities of securities available-for-sale ............................................             257,575            1,562,063
  Proceeds from sales of securities available-for-sale ...................................           1,635,606            3,000,624
  Net increase in loans made to customers ................................................          (9,910,979)          (9,221,020)
  Purchases of premises and equipment ....................................................             (43,040)            (665,528)
  Disposal of premises and equipment .....................................................              70,000              461,759
  Purchase of Federal Home Loan Bank stock ...............................................             (50,000)             (11,800)
                                                                                                  ------------         ------------
    Net cash provided (used) by investing activities .....................................          (8,540,838)          (7,275,834)
                                                                                                  ------------         ------------

Cash flows from financing activities:
  Net increase in demand deposits, interest-bearing transaction
   accounts and savings accounts .........................................................           3,312,800            3,575,310
  Net increase (decrease) in certificates of deposit and other time deposits .............           6,398,821            4,688,996
  Advances from FHLB .....................................................................           1,000,000                    -
                                                                                                  ------------         ------------
    Net cash provided by financing activities ............................................          10,711,621            8,264,306
                                                                                                  ------------         ------------

Net increase (decrease) in cash and cash equivalents .....................................           2,078,663              758,640

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

Cash and cash equivalents, ending ........................................................        $  3,633,255         $  2,885,540
                                                                                                  ============         ============

Cash paid during the period for:
 Income taxes ............................................................................        $          -         $          -
 Interest ................................................................................        $    625,172         $    675,734
</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, 2002 and for the interim  periods ended September
30, 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 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,
2002 and 2001:

<TABLE>
<CAPTION>
                                                                               Pre-tax                (Expense)           Net-of-tax
                                                                               Amount                  Benefit              Amount
                                                                               ------                  -------              ------
<S>                                                                              <C>                  <C>                  <C>
For the Nine Months Ended September 30, 2002:
Unrealized gains (losses) on securities:
  Unrealized holding gains (losses) arising
   during the period ................................................            $ 22,943             $ (8,489)            $ 14,454
  Plus: reclassification adjustment for
   (gains) losses realized in net income ............................              (6,884)               2,547               (4,337)
                                                                                 --------             --------             --------
Net unrealized gains (losses) on securities .........................              16,059               (5,942)              10,117
                                                                                 --------             --------             --------
Other comprehensive income ..........................................            $ 16,059             $ (5,942)            $ 10,117
                                                                                 ========             ========             ========
</TABLE>

<TABLE>
<CAPTION>
                                                                               Pre-tax                (Expense)           Net-of-tax
                                                                               Amount                  Benefit              Amount
                                                                               ------                  -------              ------
<S>                                                                              <C>                  <C>                  <C>
For the Nine Months Ended September 30, 2001:
Unrealized gains (losses) on securities:
  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
                                                                                 ========             ========             ========
</TABLE>



                                       7
<PAGE>


                         FIRST CAPITAL BANCSHARES, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 2 - Comprehensive Income

<TABLE>
<CAPTION>
                                                                                    Pre-tax           (Expense)           Net-of-tax
                                                                                    Amount             Benefit              Amount
                                                                                    ------             -------              ------
<S>                                                                                  <C>                 <C>                <C>
For the Three Months Ended September 30, 2002:
Unrealized gains (losses) on securities:
  Unrealized holding gains (losses) arising
   during the period ....................................................            $(1,952)            $   722            $(1,230)
  Plus: reclassification adjustment for
   gains (losses) realized in net income ................................             (3,506)              1,297             (2,209)
                                                                                     -------             -------            -------
Net unrealized gains (losses) on securities .............................             (5,458)              2,019             (3,439)
                                                                                     -------             -------            -------
Other comprehensive income ..............................................            $(5,458)            $ 2,019            $(3,439)
                                                                                     =======             =======            =======
</TABLE>

<TABLE>
<CAPTION>
                                                                                  Pre-tax             (Expense)           Net-of-tax
                                                                                  Amount               Benefit              Amount
                                                                                  ------               -------              ------
<S>                                                                              <C>                  <C>                  <C>
For the Three Months Ended September 30, 2001:
Unrealized gains (losses) on securities:
  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
                                                                                 ========             ========             ========
</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,
2002 compared to December 31, 2001,  and the results of operations for the three
and nine months ended  September  30, 2002 compared to the three and nine months
ended September 30, 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 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, 2002,  net interest  income  increased
$489,625,  or 87.24% over the same period in 2001.  Interest  income from loans,
including  fees,  increased  $558,582,  or  55.16%  from the nine  months  ended
September 30, 2002 to the  comparable  period in 2001.  The increased  volume in
loans led to the  increase in interest and fees on loans.  Interest  expense for
the nine months ended  September 30, 2002 was $604,480,  as compared to $689,847
for the same period in 2001.  While the volume of deposits also increased during
the period, the average rates paid on those deposits continued to decrease.  The
net  interest  margin  realized on earning  assets was 4.76% for the nine months
ended  September  30,  2002,  as  compared  to 3.82% for the nine  months  ended
September 30, 2001. The interest rate spread was 4.42% for the nine months ended
September 30, 2002, as compared to 2.97% for the nine months ended September 30,
2001.

Net interest income increased from $222,283 for the quarter ending September 30,
2001 to $414,316 for the quarter ending  September 30, 2002.  This represents an
increase of  $192,033 or 86.39%.  Interest  income from loans,  including  fees,
increased to $595,361 for the quarter ended September 30, 2002 from $400,174 for
the quarter ended  September 30, 2001.  Interest  expense  decreased  $41,103 or
16.87% for the three  months ended  September  30, 2002 as compared to the three
months ended  September  30, 2001.  While  average time deposits of $100,000 and
over  remained  approximately  the same  during the three  month  periods  ended
September  30,  2002 and 2001,  the rates paid on these  deposits  continued  to
decrease.  Interest  expense on time deposits  $100,000 and over  decreased from
$90,563 for the quarter ended  September 30, 2001 to $41,648 for the same period
in 2002.  The net interest  margin  realized on earning assets was 5.05% for the
three months ended  September  30, 2002,  compared to 3.95% for the three months
ended  September  30,  2001.  The  interest  rate spread was 4.76% for the three
months ended  September  30, 2002,  compared to 3.30% for the three months ended
September 30, 2001.

Provision and Allowance for Loan Losses

The  provision  for  loan  losses  is the  charge  to  operating  earnings  that
management believes is necessary to maintain the allowance for loan losses at an
adequate  level to reflect the losses  inherent in the loan  portfolio.  For the
nine months ended  September  30,  2002,  the  provision  charged to expense was
$84,000  compared to $136,304 for the nine months ended  September 30, 2001. For
the quarter  ended  September  30, 2002,  the  provision  charged to expense was
$47,000,  as compared to $62,857 for the quarter ended  September 30, 2001.  The
allowance for loan losses was 1.03% of total loans  outstanding at September 30,
2002. 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, 2002 was $215,464,
a  decrease  of  $13,455,  or 5.88%,  from the  comparable  period in 2001.  The
decrease is primarily a result of a decrease in other charges,  commissions  and
fees of $60,843 from the nine months ended September 30, 2002 as compared to the
same period in 2001. Insurance  reimbursements totaling $65,564 were included in
2001 for the  legal  fees  associated  with the  lawsuit  involving  our  former
president. Noninterest income also decreased as a result of the gain on the sale
of securities  totaling  $55,622 during the nine months ended September 30, 2001
as compared to gains of only $6,884 in the same period in 2002.  Service charges
on deposit  accounts  increased from $68,509 for the nine months ended September
30, 2001 to $108,839 for the nine months ended  September 30, 2002.  This change
is a result of an increase in deposit accounts over the two periods. Deposits at
September 30, 2002 were $31,645,014, as compared to $21,389,427 at September 30,
2001.  Residential  mortgage origination fees also increased from $6,603 for the
nine months ended September 30, 2001 to $43,180 for the same period in 2002.

For the quarter ended September 30, 2002,  noninterest income increased $14,146,
or 24.51%,  over the same  period in 2001.  This  increase is  primarily  due to
residential  mortgage  origination  fees which  totaled  $12,808 for the quarter
ended  September  30,  2002 as compared to $3,478 in the same period a year ago.
Lower  interest  rates led to continued  home mortgage  refinancings  during the
quarter.  Also  contributing  to the increase  were  service  charges on deposit
accounts,  which increased $13,282,  or 49.99%, from the quarter ended September
30, 2001 to the quarter ended September 30, 2002.

Noninterest Expense

Total  noninterest  expense for the nine  months  ended  September  30, 2002 was
$136,936 or 12.13%, higher than the nine months ended September 30, 2001. One of
the  reasons  for the  $136,936  increase in  noninterest  expense  over the two
periods was salaries and employee benefits,  which increased $44,045,  or 7.70%,
over the same period in 2001.  This increase was  attributable  to the hiring of
additional  staff.  Net occupancy  expense and  furniture and equipment  expense
increased  by  $48,559  and  $16,368,  respectively  for the nine  months  ended
September 30, 2002,  when compared to the same period in 2001.  These  increases
were due to  expenses  associated  with the new  Laurinburg  office that did not
exist in 2001.

For the quarter ended September 30, 2002, noninterest expense increased $17,630,
or 4.54%, over the same period in 2001. The largest increase between the quarter
ended  September  30,  2002 and the  quarter  ended  September  30,  2001 was in
furniture  and  equipment  expense,  which  increased  $18,093,  or  72.04%.  As
mentioned,  furniture and equipment associated with the Laurinburg office led to
this increase. In addition, salaries and employee benefits increased between the
quarter ended  September  30, 2002 and the quarter  ended  September 30, 2001 by
$8,607, or 4.53%.

Income Taxes

The income tax benefit for the nine months ended September 30, 2002 was $30,970,
as compared to $170,741  for the same period in 2001.  The  effective  tax rates
were 37.01% and 35.93% for the nine months  ended  September  30, 2002 and 2001,
respectively. We recorded an income tax expense of $11,434 for the quarter ended
September  30, 2002 as compared to a benefit of $61,802 for the same  quarter in
2001.  The  effective  tax rates were 34.53% and 36.08% for the  quarters  ended
September 30, 2002 and September 30, 2001, respectively.

Net Income (Loss)

The  significant  increase  in net  interest  income in 2002 as compared to 2001
reduced our net loss for the nine months ended  September 30, 2002. The net loss
for the nine months  ended  September  30, 2002 was $52,701 as compared to a net
loss of $304,468 for the same period in 2001.  For the quarter  ended  September
30,  2002,  we  recognized  net income of $21,683 as  compared  to a net loss of
$109,487 for the quarter ended September 30, 2001.

                                       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 2002,  total assets  increased  $10,670,645,  or
38.28%,  when compared to December 31, 2001. The primary reason for the increase
in assets was due to an  increase in loans of  $9,824,200  during the first nine
months of 2002.  This growth is  partially  attributable  to the new  Laurinburg
branch which opened earlier in the year. Total deposits increased $9,711,621, or
44.28%,  from the  December  31,  2001  amount of  $21,933,393.  Of these  total
deposits, interest-bearing transaction accounts increased $1,444,335, or 36.32%,
and other time deposits increased  $7,278,965,  or 79.24%, during the first nine
months of 2002. The growth in deposits has been used to fund loans.

Investment Securities

Securities  available-for-sale decreased from $1,874,051 at December 31, 2001 to
$500,000 at September 30, 2002.  This  represents a decrease of  $1,370,238,  or
73.12% from December 31, 2001 to September 30, 2002.  This decrease is primarily
a result of sales of securities  during the first nine months of 2002.  Proceeds
from  these  sales were used to fund  loans.  All of our  marketable  investment
securities  were  designated  as   available-for-sale  at  September  30,  2002.
Nonmarketable  securities  totaling $150,000 at September 30, 2002 represent our
investment in the Federal Home Loan Bank.

Loans

We  experienced  significant  growth  during  the  first  nine  months  of 2002,
especially in the loan area. Net loans  increased  $9,826,979 or 43.08%,  during
the period.  As shown below,  the main component of growth in the loan portfolio
was real estate - mortgage loans,  which increased 73.48%,  or $9,608,653,  from
December 31, 2001. Also, real estate - construction loans increased $907,940, or
75.12%.  Balances within the major loans  receivable  categories as of September
30, 2002 and December 31, 2001 are as follows:

                                                September 30,       December 31,
                                                    2002               2001
                                                    ----               ----
Real estate - construction ...............      $ 2,116,556        $ 1,208,616
Real estate - mortgage ...................       22,685,246         13,076,593
Commercial and industrial ................        3,430,979          3,802,652
Consumer and other .......................        4,743,646          5,064,366
                                                -----------        -----------

                                                $32,976,427        $23,152,227
                                                ===========        ===========

Risk Elements in the Loan Portfolio

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

                                                                September 30,
                                                               2002       2001
                                                               ----       ----
 Loans:
  Nonaccrual loans .....................................    $132,000    $121,320

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

Loans identified by the internal review mechanism:

   Criticized ..........................................    $240,705    $346,070
   Classified ..........................................    $ 84,684    $ 18,712

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


 Activity in the Allowance for Loan Losses is as follows:
                                                            September 30,
                                                            -------------
                                                        2002            2001
                                                        ----            ----

Balance, January 1, ............................   $    341,822    $    142,276
Provision for loan losses for the period .......         84,000         136,304
Net loans (charged-off) recovered for the period        (86,779)         (6,736)
                                                   ------------    ------------

Balance, end of period .........................   $    339,043    $    271,844
                                                   ============    ============
Gross loans outstanding, end of period .........   $ 32,976,427    $ 19,746,521

Allowance for loan losses
      to loans outstanding .....................           1.03%           1.38%

Deposits

At September 30, 2002,  total deposits  increased by $9,711,621 or 44.28%,  from
December 31,  2001.  The  increase  was  attributable  to our efforts to acquire
deposits  to fund  our loan  growth.  The  largest  increase  was in other  time
deposits,  which  increased  $7,278,965,  or 79.24%,  from  December 31, 2001 to
September  30,  2002.  While  other time  deposits  are an  important  source of
deposits,  management understands the volatility associated with these deposits.
Expressed in  percentages,  noninterest-bearing  deposits  increased  29.42% and
interest-bearing deposits increased 45.22%.

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

                                                September 30,      December 31,
                                                     2002             2001
                                                     ----             ----
Noninterest-bearing demand deposits ..........   $ 1,698,109      $ 1,312,090
Interest-bearing demand deposits .............     5,421,122        3,976,787
Savings deposits .............................     2,956,251        1,473,805
Time deposits $100,000 and over ..............     5,105,026        5,985,170
Other time deposits ..........................    16,464,506        9,185,541
                                                 -----------      -----------
                                                 $31,645,014      $21,933,393
                                                 ===========      ===========

Advances from Federal Home Loan Bank

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

Liquidity

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. The level of liquidity is measured by the
loan-to-total  borrowed  funds ratio,  which was at 95.18% at September 30, 2002
and 96.74% at December 31, 2001.

Securities  available-for-sale,  which  totaled  $503,813 at September 30, 2002,
serve as a ready  source  of  liquidity.  The  Bank  also  has  lines of  credit
available with  correspondent  banks to purchase  federal funds for periods from
one to fourteen  days.  At September  30, 2002,  unused lines of credit  totaled
$2,153,174.



                                       12
<PAGE>

                         FIRST CAPITAL BANCSHARES, INC.

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

Critical Accounting Policies

We have adopted  various  accounting  policies  which govern the  application of
accounting principles generally accepted in the United States in the preparation
of our financial statements.  Our significant  accounting policies are described
in the notes to the  consolidated  financial  statements at December 31, 2001 as
filed on our annual report on Form 10-KSB.  Certain accounting  policies involve
significant  judgments and assumptions by us which have a material impact on the
carrying value of certain assets and  liabilities.  We consider these accounting
policies to be critical  accounting  policies.  The judgments and assumptions we
use are based on historical experience and other factors, which we believe to be
reasonable under the  circumstances.  Because of the nature of the judgments and
assumptions  we make,  actual  results  could  differ from these  judgments  and
estimates  which could have a material  impact on our carrying  values of assets
and liabilities and our results of operations.

We believe the  allowance for loan losses is a critical  accounting  policy that
requires the most significant judgments and estimates used in preparation of our
consolidated financial statements.  Refer to the portion of this discussion that
addresses our  allowance for loan losses for a description  of our processes and
methodology for determining our allowance for loan losses.

Capital Resources

Total  shareholders'  equity  decreased from  $3,837,030 at December 31, 2001 to
$3,794,446 at September 30, 2002.  The decrease is primarily due to the net loss
for the period of $52,701.  The positive  change of $10,117 in the fair value of
securities available-for-sale partially offset the net loss for the period.

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,
2002:

Shareholders' equity .........................................    $  3,794,446
 Less: Disallowed deferred tax asset .........................        (789,550)
 Less: unrealized gains on available-for-sale securities .....          (2,402)
                                                                  ------------
 Tier 1 capital ..............................................       3,002,494

 Plus: allowance for loan losses (1) .........................         339,042
                                                                  ------------
     Total capital ...........................................    $  3,341,536
                                                                  ============

 Risk-weighted assets ........................................    $ 30,431,273
                                                                  ============

 Risk-based capital ratios
   Tier 1 capital (to risk-weighted assets) ..................            9.87%
   Total capital (to risk-weighted assets) ...................           10.98%
   Tier 1 capital (to average assets) ........................            8.59%
   Tangible capital (to average assets) ......................            8.59%

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


                                       13
<PAGE>
                         FIRST CAPITAL BANCSHARES, INC.

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

Off-Balance Sheet Risk

Through the  operations of our Bank,  we have made  contractual  commitments  to
extend  credit  in  the  ordinary  course  of  our  business  activities.  These
commitments  are legally  binding  agreements  to lend money to our customers at
predetermined  interest  rates for a specified  period of time. At September 30,
2002, we had issued  commitments to extend credit of $2,793,000  through various
types of commercial  lending  arrangements.  We evaluate each customer's  credit
worthiness on a case-by-case basis. The amount of collateral obtained, if deemed
necessary by us upon extension of credit,  is based on our credit  evaluation of
the borrower. Collateral varies but may include accounts receivable,  inventory,
property, plant and equipment, commercial and residential real estate.




                                       14
<PAGE>

                         FIRST CAPITAL BANCSHARES, INC.

Item 3.  Controls and Procedures.

(a) Based on their evaluation of the issuer's disclosure controls and procedures
(as defined in 17 C.F.R. Sections  240.13a-14(c) and 240.15d-14(c)) as of a date
within 90 days prior to the filing of this quarterly report,  the issuer's chief
executive  officer and chief financial  officer concluded that the effectiveness
of such controls and procedures was adequate.

(b) There were no significant  changes in the issuer's  internal  controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their  evaluation,  including  any  corrective  actions  with  regard to
significant deficiencies and material weaknesses.




                                       15
<PAGE>

                         FIRST CAPITAL BANCSHARES, INC.

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits - None

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




                                       16
<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 12, 2002                By:  /s/ CHARLES O. RIVERS
                                             ------------------------------
                                        Charles O. Rivers
                                        President and Chief Executive Officer


                                        By:  /s/ JAMES D. NANCE
                                             ------------------------------
                                        James D. Nance
                                        Chief Financial Officer and
                                        Principal Accounting Officer

































                                       17
<PAGE>

                         FIRST CAPITAL BANCSHARES, INC.

                                 CERTIFICATIONS

I, Charles O. Rivers, certify that:

1.   I have  reviewed  this  quarterly  report on Form  10-QSB of First  Capital
     Bancshares;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.



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






                                       18
<PAGE>

                         FIRST CAPITAL BANCSHARES, INC.

                                 CERTIFICATIONS

I, James D. Nance, certify that:

1.   I have  reviewed  this  quarterly  report on Form  10-QSB of First  Capital
     Bancshares;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date: November 12, 2002                       s/James D. Nance
     -----------------                        ----------------------------------
                                               James D. Nance
                                               Chief Financial Officer




                                       19