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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/A

AMENDMENT NO. 1



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ANNUAL REPORT PURSUANT to SECTION 13 or 15(d)

of the SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended

December 31, 2003

Commission File No. 0-27652



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REPUBLIC BANCSHARES, INC.

(Exact Name of Registrant As Specified In Its Charter)



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|                                        |  |                                  
|--------------------------------------- |  | ---------------------------------
|FLORIDA                                 |  | 59-3347653                       
|(State of Incorporation)                |  | (IRS Employer Identification No.)
|                                        | 
|111 2nd Avenue N.E., St. Petersburg, FL |  | 33701                            
|(Address of Principal Office)           |  | (Zip Code)                       



(727) 823-7300

(Registrants telephone number, including area code)



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Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to Section 12 (g) of the
Act:



|                             
|-----------------------------
|Title of each Class          
|Common Stock, par value $2.00



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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and
will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x



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 ̈



The aggregate market value of the registrants Common Stock held by non-affiliates of the Registrant was approximately $409.8 million on March 2, 2004. As of March 2, 2004, there were 13,304,579 shares of the Registrants Common
Stock, par value $2.00 per share, issued and outstanding. No shares of preferred stock were outstanding at December 31, 2003.



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EXPLANATORY NOTE



The sole purpose of this amendment is to correct the format of the Section 302 certifications in the Registrants Annual Report on Form
10-K for the year ended December 31, 2003, as filed with the SEC on March 8, 2004, to conform to the specifications issued by the SEC effective August 13, 2003. Accordingly, Exhibits 31.1 and 31.2 are hereby amended and restated in their entirety.
In accordance with Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, the Registrant has included in this amendment only Item 15 of Part IV. The remainder of the information contained in the original filing is not amended
hereby. This amendment does not reflect events occurring after the filing of the original Form 10-K, or modify or update the disclosures therein in any way other than as required to reflect the amendment set forth below.



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PART IV



Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K



The following documents are filed as part of this report at pages 50 through 82.



1. Consolidated Financial Statements of Republic Bancshares, Inc. (including all required schedules):



| | a. | Independent Auditors Report;
| | -- | -----------------------------



| | b. | Consolidated Balance Sheets at December 31, 2003 and 2002;
| | -- | ----------------------------------------------------------



| | c. | Consolidated Statements of Operations, Stockholders Equity, Comprehensive Income (Loss), and Cash Flows for years ended December 31, 2003, 2002, and 2001;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| | d. | Notes to Consolidated Financial Statements
| | -- | ------------------------------------------



2. Reports on Form 8-K, filed during the year for which this report is filed:



| | a. | Report on Form 8-K, dated and filed April 24, 2003, - disclosed the issuance of a press release relating to the Companys earnings for the quarter ended March 31, 2003:
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | Report on Form 8-K, dated and filed August 1, 2003, - disclosed the issuance of a press release relating to the Companys earnings for the quarter ended June 30, 2003;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. | Report on Form 8-K, dated and filed October 20, 2003, - disclosed the issuance of a press release relating to the Companys earnings for the quarter ended September 30, 2003;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d. | Report on Form 8-K, dated November 7, 2003 and filed November 10, 2003, - disclosed a reversal of an accounting pronouncement which required the Company to revise its earnings
release for the quarter ended September 30, 2003
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e. | Report on Form 8-K, dated and filed December 5, 2003, - disclosed the Agreement and Plan of Reorganization, which contemplates the merger of Republic with and into BB&T.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3. Exhibits



|            |  |                                                                                                                                                                                                      
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                          
|2.1         |  | Agreement and Plan of Reorganization between Republic Bancshares, Inc. and BB&T Corporation dated as of December 1, 2003                                                                             
|            | 
|3.1         |  | Amended and restated Articles of Incorporation of Republic(1)                                                                                                                                        
|            | 
|3.2         |  | By-Laws of Republic(1)                                                                                                                                                                               
|            | 
|4.1         |  | Specimen Common Stock Certificate(1)                                                                                                                                                                 
|            | 
|4.2         |  | Indenture dated as of December 18, 1996, among Republic and Southtrust Bank of Florida, N.A. as Trustee, including the form of specimen 6% convertible subordinated debenture(2)                     
|            | 
|4.3         |  | Republics 1995 Stock Option Plan, as amended(3)                                                                                                                                                     
|            | 
|4.4         |  | Form of Indenture, among Republic and Wilmington Trust Company, as Trustee, including the form of specimen junior subordinated debenture(4)                                                          
|            | 
|4.4         |  | Indenture, dated as of September 17, 1999, between Republic and U.S. Trust Bank National Associated, as Trustee(5)                                                                                   
|            | 
|4.5         |  | Indenture, dated as of May 8, 2001, among Republic and U.S. Trust Bank National Association, as Trustee, including the form of 7% convertible subordinated debenture(6)                              
|            | 
|10.1        |  | Trust Agreement, dated as of May 29, 1997, among Republic, Wilmington Trust Company, a Delaware banking corporation, as trustee, John W. Sapanski, William R. Falzone and Christopher M. Hunter(4)   
|            | 
|10.2        |  | Form of Amended and Restated Trust Agreement, among Republic, Wilmington Trust Company, a Delaware banking corporation, as trustee, John W. Sapanski, William R. Falzone and Christopher M.
Hunter(4)
|            | 
|10.3        |  | Employment agreement(s) between Republic Bank and the Named Executive Officers                                                                                                                       



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|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12.1 |  | Ratio of Earnings to Fixed Charges(6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 
|14.1 |  | Code of Ethics                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | 
|16.1 |  | Letter re: Change in Certifying Accountant(8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | 
|21.1 |  | List of Subsidiaries(7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | 
|23.1 |  | Independent Auditors Consent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | 
|23.2 |  | Explanation concerning absence of current written consent of Arthur Andersen LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | 
|24.1 |  | Power of Attorney (see signature page)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | 
|31.1 |  | Certification by the Chief Executive Officer of Registrant submitted to the Securities and Exchange Commission pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | 
|31.2 |  | Certification by the Treasurer of Registrant submitted to the Securities and Exchange Commission pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | 
|32.1 |  | Certification by the Chief Executive Officer of Registrant submitted to the Securities and Exchange Commission pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. This Certification shall not be deemed to be filed with the Commission or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Registrant specifically requests that such
Certification is incorporated by reference into a filing under the Securities Act or Exchange Act. This Certification is being furnished to the Commission and accompanies this report pursuant to SEC Release No. 33-8212.
|     | 
|32.2 |  | Certification by the Chief Financial Officer of Registrant submitted to the Securities and Exchange Commission pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. This Certification shall not be deemed to be filed with the Commission or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Registrant specifically requests that such
Certification is incorporated by reference into a filing under the Securities Act or Exchange Act. This Certification is being furnished to the Commission and accompanies this report pursuant to SEC Release No. 33-8212.

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|(1) | Incorporated by reference to Republics Registration Statement on Form S-4, File No. 33-80895, filed December 28, 1995
|--- | ----------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to Republics Amendment No. 1 to Registration Statement on Form S-2, File No. 333-32151, filed October 31, 1997
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to Republics Registration Statement on Form S-8, filed March 3, 1999
|--- | -----------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to Republics Registration Statement on Form S-2, File Nos. 333-28213 and 333-2813-01, filed May 30, 1997
|--- | -----------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to Republics Registration Statement on Form S-3, filed November 18, 1999
|--- | ---------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to Republics Registration Statement on Form S-3, File No. 333-101672, filed December 5, 2002
|--- | -----------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to Republics Annual Report on Form 10-K/A, filed April 13, 1998
|--- | ------------------------------------------------------------------------------------------

|(8) | Incorporated by reference to Republics current report on Form 8-K, filed April 25, 2002
|--- | ----------------------------------------------------------------------------------------



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SIGNATURES



Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.



|                     |  |                           |  |                                                       
|-------------------- |  | ------------------------- |  | ------------------------------------------------------
|                     |  | REPUBLIC BANCSHARES, INC.
|                     |  |                          
|Date: March 26, 2004 |  | By:                       |  | /s/ William R. Falzone                                
|                     |  |                           |  | William R. Falzone                                    
|                     |  |                           |  | Treasurer (principal financial and accounting officer)



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INDEX TO EXHIBITS



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2.1         |  | Agreement and Plan of Reorganization between Republic Bancshares, Inc. and BB&T Corporation dated as of December 1, 2003                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|            | 
|3.1         |  | Amended and restated Articles of Incorporation of Republic(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|3.2         |  | By-Laws of Republic(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|4.1         |  | Specimen Common Stock Certificate(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|4.2         |  | Indenture dated as of December 18, 1996, among Republic and Southtrust Bank of Florida, N.A. as Trustee, including the form of specimen 6% convertible subordinated debenture(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|4.3         |  | Republics 1995 Stock Option Plan, as amended(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|4.4         |  | Form of Indenture, among Republic and Wilmington Trust Company, as Trustee, including the form of specimen junior subordinated debenture(4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|4.4         |  | Indenture, dated as of September 17, 1999, between Republic and U.S. Trust Bank National Associated, as Trustee(5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|4.5         |  | Indenture, dated as of May 8, 2001, among Republic and U.S. Trust Bank National Association, as Trustee, including the form of 7% convertible subordinated debenture(6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|10.1        |  | Trust Agreement, dated as of May 29, 1997, among Republic, Wilmington Trust Company, a Delaware banking corporation, as trustee, John W. Sapanski, William R. Falzone and Christopher M. Hunter(4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|10.2        |  | Form of Amended and Restated Trust Agreement, among Republic, Wilmington Trust Company, a Delaware banking corporation, as trustee, John W. Sapanski, William R. Falzone and Christopher M.
Hunter(4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            | 
|10.3        |  | Employment agreements between Republic Bank and the Named Executive Officers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|12.1        |  | Ratio of Earnings to Fixed Charges(6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            | 
|14.1        |  | Code of Ethics                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|16.1        |  | Letter re: Change in Certifying Accountant(8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|21.1        |  | List of Subsidiaries(7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|23.1        |  | Independent Auditors Consent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|23.2        |  | Explanation concerning absence of current written consent of Arthur Andersen LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|24.1        |  | Power of Attorney (see signature page)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|31.1        |  | Certification by the Chief Executive Officer of Registrant submitted to the Securities and Exchange Commission pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|31.2        |  | Certification by the Treasurer of Registrant submitted to the Securities and Exchange Commission pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|32.1        |  | Certification by the Chief Executive Officer of Registrant submitted to the Securities and Exchange Commission pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. This Certification shall not be deemed to be filed with the Commission or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Registrant specifically requests that such
Certification is incorporated by reference into a filing under the Securities Act or Exchange Act. This Certification is being furnished to the Commission and accompanies this report pursuant to SEC Release No. 33-8212.
|            | 
|32.2        |  | Certification by the Chief Financial Officer of Registrant submitted to the Securities and Exchange Commission pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. This Certification shall not be deemed to be filed with the Commission or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Registrant specifically requests that such
Certification is incorporated by reference into a filing under the Securities Act or Exchange Act. This Certification is being furnished to the Commission and accompanies this report pursuant to SEC Release No. 33-8212.

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|(1) | Incorporated by reference to Republics Registration Statement on Form S-4, File No. 33-80895, filed December 28, 1995
|--- | ----------------------------------------------------------------------------------------------------------------------



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|(2) | Incorporated by reference to Republics Amendment No. 1 to Registration Statement on Form S-2, File No. 333-32151, filed October 31, 1997
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to Republics Registration Statement on Form S-8, filed March 3, 1999
|--- | -----------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to Republics Registration Statement on Form S-2, File Nos. 333-28213 and 333-2813-01, filed May 30, 1997
|--- | -----------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to Republics Registration Statement on Form S-3, filed November 18, 1999
|--- | ---------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to Republics Registration Statement on Form S-3, File No. 333-101672, filed December 5, 2002
|--- | -----------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to Republics Annual Report on Form 10-K/A filed April 13, 1998
|--- | -----------------------------------------------------------------------------------------

|(8) | Incorporated by reference to Republics current report on Form 8-K, filed April 25, 2002
|--- | ----------------------------------------------------------------------------------------