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

    (MARK ONE)                     FORM 10-QSB

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

                  For the Quarterly Period ended June 30, 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 August 1, 2001

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



<Page>


                         FIRST CAPITAL BANCSHARES, INC.




                                      Index

<Table>
<Caption>

PART I. FINANCIAL INFORMATION                                                                                      Page No.
-----------------------------

Item 1. Financial Statements (Unaudited)

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

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

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

         Condensed Consolidated Statements of Cash Flows -- Six months ended June 30, 2001 and 2000.......................6

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

Item 2. Management's Discussion and Analysis or Plan of Operation......................................................9-14

PART II. OTHER INFORMATION

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

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

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

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

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

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









                                       2
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

                      Condensed Consolidated Balance Sheets

<Table>
<Caption>
                                                                                                   June 30,             December 31,
                                                                                                    2001                    2000
                                                                                                    ----                    ----
 Assets                                                                                          (Unaudited)
Cash and cash equivalents:
<S>                                                                                            <C>                     <C>
  Cash and due from banks ..........................................................           $    768,519            $    396,900
  Federal funds sold ...............................................................                985,000               1,730,000
                                                                                               ------------            ------------
    Total cash and cash equivalents ................................................              1,753,519               2,126,900
                                                                                               ------------            ------------

  Time deposits with other banks ...................................................              1,000,000                       -

  Securities available-for-sale ....................................................              2,912,358               3,361,612
  Nonmarketable equity securities ..................................................                 44,900                  33,100
                                                                                               ------------            ------------
    Total investment securities ....................................................              2,957,258               3,394,712
                                                                                               ------------            ------------

Loans receivable ...................................................................             15,116,675              10,532,237
   Less allowance for loan losses ..................................................               (215,723)               (142,276)
                                                                                               ------------            ------------
     Loans, net ....................................................................             14,900,952              10,389,961
                                                                                               ------------            ------------

Accrued interest receivable ........................................................                158,214                 150,108
Premises and equipment, net ........................................................                858,093                 842,031
Other assets .......................................................................                688,819                 564,617
                                                                                               ------------            ------------

    Total assets ...................................................................           $ 22,316,855            $ 17,468,329
                                                                                               ============            ============

Liabilities and Shareholders' Equity
Liabilities
Deposits:
  Non-interest-bearing transaction accounts ........................................              1,180,158                 420,068
  Interest-bearing transaction accounts ............................................              2,489,054               1,227,523
  Savings ..........................................................................              1,907,117                 865,589
  Time deposits $100,000 and over ..................................................              5,406,352               3,664,972
  Other time deposits ..............................................................              7,178,151               6,946,969
                                                                                               ------------            ------------

    Total deposits .................................................................             18,160,832              13,125,121
                                                                                               ------------            ------------

Accrued interest payable ...........................................................                 81,667                  91,018
Other liabilities ..................................................................                 45,939                  30,758
                                                                                               ------------            ------------
    Total liabilities ..............................................................             18,288,438              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) ....................................                  1,584                    (382)
  Retained earnings (deficit) ......................................................             (1,089,355)               (894,374)
                                                                                               ------------            ------------
    Total shareholders' equity .....................................................              4,028,417               4,221,432
                                                                                               ------------            ------------

    Total liabilities and shareholders' equity .....................................           $ 22,316,855            $ 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>
                                                                      Six Months Ended June 30,          Three Months Ended June 30,
                                                                      -------------------------          ---------------------------
                                                                        2001              2000            2001              2000
                                                                        ----              ----            ----              ----
<S>                                                                    <C>              <C>              <C>              <C>
Interest income
  Loans, including fees ........................................       $ 612,404        $ 362,931        $ 332,698        $ 229,299
  Investment securities, taxable ...............................          76,617          155,367           38,842           80,057
  Nonmarketable equity securities ..............................           1,246              403                -              339
  Federal funds sold ...........................................          84,334           20,713           38,193           10,709
  Time deposits with other banks ...............................          10,471                -           10,471                -
                                                                       ---------        ---------        ---------        ---------
    Total ......................................................         785,072          539,414          420,204          320,404
                                                                       ---------        ---------        ---------        ---------

Interest expense
  Time deposits $100,000 and over ..............................         150,282           82,082           83,206           47,446
  Other deposits ...............................................         295,863          160,804          152,927          100,071
  Federal funds purchased and securities sold
   under agreements to repurchase ..............................               -           11,787                -            9,511
                                                                       ---------        ---------        ---------        ---------
    Total ......................................................         446,145          254,673          236,133          157,028
                                                                       ---------        ---------        ---------        ---------

Net interest income ............................................         338,927          284,741          184,071          163,376

Provision for loan losses ......................................          73,447           97,862           30,351           34,494
                                                                       ---------        ---------        ---------        ---------

Net interest income after provision
 for loan losses  ..............................................         265,480          186,879          153,720          128,882
                                                                       ---------        ---------        ---------        ---------

Other operating income
  Service charges on deposit accounts ..........................          41,940           15,545           19,836            9,916
  Gain on sales of securities available for sale ...............          37,714                -                -                -
  Credit life insurance commissions ............................           8,519           13,327            6,870           11,365
  Other charges, commissions and fees ..........................          83,028            8,202           73,601            1,519
                                                                       ---------        ---------        ---------        ---------
    Total ......................................................         171,201           37,074          100,307           22,800
                                                                       ---------        ---------        ---------        ---------

Other operating expenses
  Salaries and employee benefits ...............................         382,209          270,009          191,415          147,587
  Net occupancy expense ........................................          46,488           28,324           24,131           13,296
  Furniture and equipment expense ..............................          63,653           31,912           35,966           16,381
  Other operating expenses .....................................         248,251          243,220          134,864          129,157
                                                                       ---------        ---------        ---------        ---------
    Total ......................................................         740,601          573,465          386,376          306,421
                                                                       ---------        ---------        ---------        ---------

Income (loss) before income taxes ..............................        (303,920)        (349,512)        (132,349)        (154,739)
Income tax expense (benefit) ...................................        (108,939)        (129,044)         (45,458)         (55,581)
                                                                       ---------        ---------        ---------        ---------

Net income (loss) ..............................................       $(194,981)       $(220,468)       $ (86,891)       $ (99,158)
                                                                       =========        =========        =========        =========

Earnings (loss) per share
  Average shares outstanding ...................................         563,728          563,728          563,728          563,728
  Net income (loss) ............................................       $   (0.35)       $   (0.39)       $   (0.15)       $   (0.18)
</Table>

            See notes to condensed consolidated financial statements.


                                       4
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

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

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

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


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

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

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

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

















            See notes to condensed consolidated financial statements.




                                       5
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<Table>
<Caption>
                                                                                                       Six Months Ended June 30,
                                                                                                       -------------------------
                                                                                                      2001                   2000
                                                                                                      ----                   ----
Cash flows from operating activities:
<S>                                                                                              <C>                    <C>
  Net income (loss) ..................................................................           $  (194,981)           $  (220,468)
  Adjustments to reconcile net income (loss)
  to net cash provided by operating activities
    Depreciation and amortization ....................................................                54,238                 48,505
    Provision for loan losses ........................................................                73,447                 97,862
    Accretion and premium amortization ...............................................                  (827)                (3,235)
    Gain on sale of securities available-for-sale ....................................               (37,714)                     -
    Increase in deferred taxes .......................................................              (111,011)              (123,707)
    Increase in interest receivable ..................................................                (8,106)               (64,068)
    Increase (decrease) in interest payable ..........................................                (9,351)                42,323
    Increase in other assets .........................................................               (13,388)               (22,750)
    Increase in other liabilities ....................................................                14,251                  2,464
                                                                                                 -----------            -----------
      Net cash used by operating activities ..........................................              (233,442)              (243,074)
                                                                                                 -----------            -----------

Cash flows from investing activities:
  Purchases of securities available-for-sale .........................................            (2,001,933)              (400,000)
  Maturities of securities available-for-sale ........................................             1,132,102                288,847
  Proceeds from sales of securities available-for-sale ...............................             1,360,719                      -
  Purchase of Federal Home Loan Bank stock ...........................................               (11,800)               (16,400)
  Purchases of time deposits with other banks ........................................            (1,000,000)                     -
  Net increase in loans made to customers ............................................            (4,584,438)            (6,622,692)
  Purchases of premises and equipment ................................................               (70,300)               (66,361)
                                                                                                 -----------            -----------
    Net cash used by investing activities ............................................            (5,175,650)            (6,816,606)
                                                                                                 -----------            -----------

Cash flows from financing activities:
  Net increase in demand deposits, interest-bearing transaction
   accounts and savings accounts  ....................................................             3,063,149              2,274,469
  Net increase in certificates of deposit and other time deposits ....................             1,972,562              5,367,949
  Net decrease in federal funds purchased ............................................                     -               (140,000)
                                                                                                 -----------            -----------
      Net cash provided by financing activities ......................................             5,035,711              7,502,418
                                                                                                 -----------            -----------

Net increase (decrease) in cash and  cash equivalents ................................              (373,381)               442,738

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

Cash and cash equivalents, ending ....................................................           $ 1,753,519            $ 1,399,230
                                                                                                 ===========            ===========

 Cash paid during the period for:
   Income taxes ......................................................................           $         -            $     2,925
   Interest ..........................................................................           $   455,496            $   212,350
</Table>


            See notes to condensed consolidated financial statements.



                                       6
<Page>


                         FIRST CAPITAL BANCSHARES, INC.

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 1 - Basis of Presentation

The accompanying  financial statements have been prepared in accordance with the
requirements  for  interim  financial  statements  and,  accordingly,  they  are
condensed  and omit  disclosures,  which  would  substantially  duplicate  those
contained  in the most  recent  annual  report to  shareholders.  The  financial
statements  as of June 30, 2001 and for the interim  periods ended June 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.

Note 2 - Comprehensive Income

Comprehensive  income includes net income and other comprehensive  income, which
is defined as nonowner-related  transactions in equity. The following table sets
forth the amounts of other  comprehensive  income  included in equity along with
the related tax effects for the three and six month  periods ended June 30, 2001
and 2000:

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

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


<Table>
<Caption>

                                                                                  Pre-tax             (Expense)          Net-of-tax
                                                                                  Amount               Benefit             Amount
                                                                                  ------               -------             ------
For the Six Months Ended June 30, 2000:
Unrealized gains (losses) on securities:
<S>                                                                               <C>                  <C>                 <C>
  Unrealized holding gains (losses) arising
   during the period .................................................            $(93,811)            $ 32,256            $(61,555)
  Plus: reclassification adjustment for
   (gains) losses realized in net income .............................                   -                    -                   -
                                                                                  --------             --------            --------
Net unrealized gains (losses) on securities ..........................             (93,811)              32,256             (61,555)
                                                                                  --------             --------            --------

Other comprehensive income ...........................................            $(93,811)            $ 32,256            $(61,555)
                                                                                  ========             ========            ========
</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 June 30, 2001:
Unrealized gains (losses) on securities:
<S>                                                                                 <C>                 <C>                 <C>
  Unrealized holding gains (losses) arising
   during the period .................................................              (9,619)             $ 3,197             $(6,422)
  Plus: reclassification adjustment for
   gains (losses) realized in net income .............................                   -                    -                   -
                                                                                   -------              -------             -------
Net unrealized gains (losses) on securities ..........................              (9,619)               3,197              (6,422)
                                                                                   -------              -------             -------

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


<Table>
<Caption>

                                                                                  Pre-tax             (Expense)          Net-of-tax
                                                                                  Amount               Benefit             Amount
                                                                                  ------               -------             ------
For the Three Months Ended June 30, 2000:
Unrealized gains (losses) on securities:
<S>                                                                                 <C>                 <C>                  <C>
  Unrealized holding gains (losses) arising
   during the period ..................................................             $ 5,120             $(1,381)             $ 3,739
  Plus: reclassification adjustment for
   gains (losses) realized in net income ..............................                   -                   -                    -
                                                                                    -------             -------              -------
Net unrealized gains (losses) on securities ...........................               5,120              (1,381)               3,739
                                                                                    -------             -------              -------

Other comprehensive income ............................................             $ 5,120             $(1,381)             $ 3,739
                                                                                    =======             =======              =======
</Table>




                                       8
<Page>
                         FIRST CAPITAL BANCSHARES, INC.

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

The  following is a discussion  of our  financial  condition as of June 30, 2001
compared to December 31, 2000,  and the results of operations  for the three and
six months  ended June 30, 2001  compared to the three and six months ended June
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 six months ended June 30, 2001, net interest income  increased  $54,186,
or 19.03% over the same period in 2000.  Interest  income from loans,  including
fees,  increased $249,473,  or 68.74% from the six months ended June 30, 2000 to
the comparable  period in 2001. Also contributing to the overall increase in net
interest income was an increase of $63,621 or 307.15% in federal funds sold. The
increase in interest  income was  partially  offset by the  increase in interest
expense.  Interest  expense for the six months  ended June 30, 2001 was $446,145
compared  to  $254,673  for the same  period in 2000.  The net  interest  margin
realized on earning  assets was 3.72% for the six months ended June 30, 2001, as
compared to 4.64% for the six months ended June 30, 2000.

Net interest income increased from $163,376 for the quarter ending June 30, 2000
to $184,071 for the quarter ending June 30, 2001. This represents an increase of
$20,695 or 12.67%.  Interest  income from loans,  including  fees,  increased to
$332,698 for the quarter ended June 30, 2001 from $229,299 for the quarter ended
June 30, 2000. Interest expense increased $79,105 or 50.38% for the three months
ended June 30, 2001  compared to the three months  ended June 30, 2000.  The net
interest  margin realized on earning assets was 3.70% for the three months ended
June 30, 2001,  compared to 4.90% for the three months ended June 30, 2000.  The
interest  rate  spread  was 2.83%  for the three  months  ended  June 30,  2001,
compared to 3.04% for the three months ended June 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 six
months  ended June 30,  2001,  the  provision  charged to  expense  was  $73,447
compared  to $97,862  for the six months  ended June 30,  2000.  For the quarter
ended June 30, 2001, the provision  charged to expense was $30,351.  There was a
$34,494  provision charged to expense for the quarter ended June 30, 2000. There
are risks  inherent  in making all loans,  including  risks with  respect to the
period of time over which loans may be repaid,  risks  resulting from changes in
economic  and industry  conditions,  risks  inherent in dealing with  individual
borrowers,  and, in the case of a  collateralized  loan,  risks  resulting  from
uncertainties about the future value of the collateral. We maintain an allowance
for loan  losses  based  on,  among  other  things,  historical  experience,  an
evaluation of economic conditions, and regular reviews of delinquencies and loan
portfolio  quality.  Our judgment  about the adequacy of the  allowance is based
upon a number of  assumptions  about our  borrowers  as well as the  effects  of
future events, which we believe to be reasonable,  but which may not prove to be
accurate.  Thus, there is a risk that charge-offs in future periods could exceed
the allowance for loan losses or that  substantial  additional  increases in the
allowance for loan losses could be required. Additions to the allowance for loan
losses would result in a decrease of our net income and, possibly, our capital.




                                       9
<Page>
                         FIRST CAPITAL BANCSHARES, INC.

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

Noninterest Income

Noninterest  income during the six months ended June 30, 2001 was  $171,201,  an
increase  of  $134,127,  or 361.78%,  from the  comparable  period in 2000.  The
increase is primarily a result of an increase in other charges,  commissions and
fees  totaling  $74,826  during  the six  months  ended  June 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 a gain on the sale of  securities  totaling  $37,714  during the six
months ended June 30, 2001.  In addition,  service  charges on deposit  accounts
increased from $15,545 for the six months ended June 30, 2000 to $41,940 for the
six months  ended  June 30,  2001.  This  change is a result of an  increase  in
deposit  accounts  over  the  two  periods.  Deposits  at  June  30,  2000  were
$12,527,197 compared to $18,160,832 at June 30, 2001.

For the quarter ended June 30, 2001,  noninterest income increased  $77,507,  or
339.94%,  over the same period in 2000.  This  increase is primarily  due to the
reimbursement  of legal fees as  discussed  earlier.  Also  contributing  to the
increase were service charges on deposit  accounts,  which increased  $9,920, or
100.04%,  from the quarter  ended June 30,  2000 to the  quarter  ended June 30,
2001.

Noninterest Expense

Total noninterest expense for the six months ended June 30, 2001 was $740,601 or
29.14%,  higher than the six months ended June 30, 2000.  The primary reason for
the $167,136  increase in noninterest  expense over the two periods was salaries
and employee benefits, which increased $112,200, or 41.55%, 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.

For the quarter ended June 30, 2001,  noninterest  expense increased $79,955, or
26.09%,  over the same period in 2000. The largest  increase between the quarter
ended June 30,  2001 and the quarter  ended June 30,  2000 was in  salaries  and
benefits,  which increased  $43,828,  or 29.70%.  As discussed above,  personnel
hired to staff the Laurinburg office contributed to this increase.

Income Taxes

The income tax  benefit for the six months  ended June 30, 2001 was  $108,939 as
compared to $129,044 for the same period in 2000.  The  effective tax rates were
35.84% and 36.92% for the six months ended June 30, 2001and 2000,  respectively.
The  effective  tax rates were 34.35% and 35.92% for the quarter  ended June 30,
2001 and June 30, 2000, respectively.

Net Income (Loss)

Although net interest income and noninterest  income  increased during the first
six  months  of 2001  compared  to the  same  period  in  2000,  we  also  had a
significant  increase in  noninterest  expense  during these time periods.  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 six months  ended June 30, 2001 of $194,981 as compared to $220,468  for
the same period in 2000.  For the quarter ended June 30, 2001,  the net loss was
$86,898 as compared to $99,158 for the quarter ended June 30, 2000.

Assets and Liabilities

During the first six  months of 2001,  total  assets  increased  $4,848,526,  or
27.76%,  when compared to December 31, 2000. The primary reason for the increase
in assets was due to an  increase  in loans of  $4,584,438  during the first six
months  of 2001.  Total  deposits  increased  $5,035,711,  or  38.37%,  from the
December   31,  2000   amount  of   $13,125,121.   Within  the   deposit   area,
interest-bearing    deposits    increased    $4,275,621,    or    33.65%,    and
noninterest-bearing  deposits increased $760,090,  or 180.94%,  during the first
six months of 2001.  The growth in deposits has allowed us to fund loans without
seeking additional funding sources.



                                       10
<Page>
                         FIRST CAPITAL BANCSHARES, INC.

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

Investment Securities

Securities  available-for-sale decreased from $3,361,612 at December 31, 2000 to
$2,912,358 at June 30, 2001. This  represents a decrease of $449,254,  or 13.36%
from  December  31,  2000 to June 30,  2001.  All of our  marketable  investment
securities were designated as available-for-sale at June 30, 2001.

Loans

We  experienced  significant  growth  during  the  first  six  months  of  2001,
especially in the loan area. Net loans  increased  $4,510,991 or 43.42%,  during
the period.  As shown below,  the main component of growth in the loan portfolio
was real estate - mortgage loans,  which increased 44.54%,  or $2,375,877,  from
December 31, 2000. Also, consumer and other loans increased $959,587, or 30.77%.
Balances  within the major loans  receivable  categories as of June 30, 2001 and
December 31, 2000 are as follows:

                                                   June 30,         December 31,
                                                    2001               2000
                                                    ----               ----
 Real estate - construction ...................   $ 1,157,565       $   640,100
 Real estate - mortgage .......................     7,709,796         5,333,919
 Commercial and industrial ....................     2,171,233         1,439,724
 Consumer and other ...........................     4,078,081         3,118,494
                                                  -----------       -----------

                                                  $15,116,675       $10,532,237
                                                  ===========       ===========

Risk Elements in the Loan Portfolio

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

                                                          June 30,      June 30,
                                                            2001          2000
                                                            ----          ----
 Loans:
  Nonaccrual loans .................................      $      -      $      -

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

Loans identified by the
     internal review mechanism:

   Criticized ......................................      $108,713      $374,664
   Classified ......................................      $ 82,422      $      -


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

 Activity in the Allowance for Loan Losses is as follows:

                                                      June 30,        June 30,
                                                        2001            2000
                                                        ----            ----

Balance, January 1, ............................   $    142,276    $     42,309
Provision for loan losses for the period .......         73,447          97,862
Net loans (charged-off) recovered for the period              -          (4,417)
                                                   ------------    ------------

Balance, end of period .........................   $    215,723    $    135,754
                                                   ============    ============

Gross loans outstanding, end of period .........   $ 15,116,675    $ 10,128,629

Allowance for loan losses to loans outstanding .           1.43%           1.34%



                                       11
<Page>
                         FIRST CAPITAL BANCSHARES, INC.

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

Deposits

At June 30,  2001,  total  deposits  increased  by  $5,035,711  or 38.37%,  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 $1,741,380, or 47.51%, from December 31, 2000
to  June  30,  2001.  Expressed  in  percentages,  noninterest-bearing  deposits
increased 180.94% and interest-bearing deposits increased 33.65%.

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

                                                       June 30,     December 31,
                                                        2001            2000
                                                        ----            ----
Noninterest-bearing demand deposits ..........      $ 1,180,158      $   420,068
Interest-bearing demand deposits .............        2,489,054        1,227,523
Savings deposits .............................        1,907,117          865,589
Time deposits $100,000 and over ..............        5,406,352        3,664,972
Other time deposits ..........................        7,178,151        6,946,969
                                                    -----------      -----------
                                                    $18,160,832      $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 83.24% at June 30, 2001 and
80.24% at December 31, 2000.

Securities available-for-sale,  which totaled $2,912,358 at June 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 June 30, 2001, unused lines of credit totaled $1,250,000.

Capital Resources

Total  shareholders'  equity  decreased from  $4,221,432 at December 31, 2000 to
$4,028,417  at June 30, 2001.  The decrease is primarily due to the net loss for
the  period of  $194,981.  The  positive  change of $1,966 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.



                                       12
<Page>
                         FIRST CAPITAL BANCSHARES, INC.

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

Capital Resources - continued

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

Shareholders' equity .........................................    $  4,028,417
 Less: unrealized gains on available-for-sale securities .....          (1,584)
                                                                  ------------
 Tier 1 capital ..............................................       4,026,833

 Plus: allowance for loan losses (1) .........................         205,927
                                                                  ------------
     Total capital ...........................................    $  4,232,760
                                                                  ============

 Risk-weighted assets ........................................    $ 16,474,186
                                                                  ============

 Risk-based capital ratios
   Tier 1 capital (to risk-weighted assets) ..................           24.44%
   Total capital (to risk-weighted assets) ...................           25.69%
   Tier 1 capital (to average assets) ........................           20.97%
   Tangible capital (to average assets) ......................           20.97%

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





                                       13
<Page>

                         FIRST CAPITAL BANCSHARES, INC.

PART II - OTHER INFORMATION

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

On May 15, 2001, we held our Annual Meeting of  Shareholders  for the purpose of
electing eight directors to serve for a one year term.

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

                                     Votes          Votes
                                      For          Against     Votes Withheld
                                      ---          -------     ---------------
Shoukath Ansari, M.D. .........     388,608            0               0
John H. Covington .............     388,608            0               0
Robert G. Dowdy ...............     388,608            0               0
Harry L. Howell, Jr. ..........     388,608            0               0
Luther D. Hutchins ............     388,608            0               0
Joe D. Manis ..................     388,608            0               0
Charles O. Rivers .............     388,608            0               0
Paul F. Rush, M.D. ............     388,608            0               0


Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits

          10.1 Amended  Employment  Agreement between the Company and Charles O.
               Rivers

          10.2 Letter Agreement between the Company and Carroll Edwards relating
               to the sale of real property

(b)      Reports  on Form 8-K - No  reports  on Form 8-K were  filed  during the
         quarter ended June 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: August 9, 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                       Amended Employment  Agreement between the Company and
                           Charles O. Rivers

10.2                       Letter  Agreement  between  the  Company  and Carroll
                           Edwards relating to the sale of real property























                                       16