UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    Form 10-Q/A


[X]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____

                       Commission File Number: 000-1170902


                          FLORIDA COMMUNITY BANKS, INC.
             (Exact name of registrant as specified in its charter)


                   Florida                                 35-2164765
       (State or Other Jurisdiction of         (IRS Employer Identification No.)
       Incorporation or Organization)


 1400 North 15th Street, Immokalee, Florida                    34142-2202
   (Address of Principal Executive Office)                (Including Zip Code)


                                 (239) 657-3171
                (Issuer's Telephone Number, Including Area Code)


                                    No Change
(Former name,former address and former fiscal year,if changed since last report)


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  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2):

    Yes             No   X
        ------         -----

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


Common Stock, $0.01 par              Outstanding at November 10, 2004: 4,519,661

<PAGE>

                                    Form 10-Q/A
                          FLORIDA COMMUNITY BANKS, INC.
                               September 30, 2004



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                           Page No.
Part I - Financial Information

  Item 1 - Consolidated Financial Statements (Unaudited)

           Consolidated Statements of Financial Condition as of September 30, 2004
<S>                        <C> <C>                                                                             <C>
              and December 31, 2003.......................................................................     3

           Consolidated Statements of Income For The Three Months Ended
              September 30, 2004 and 2003.................................................................     4

           Consolidated Statements of Income For The Nine Months Ended
              September 30, 2004 and 2003.................................................................     5

           Consolidated Statement of Shareholders' Equity For The Nine Months
              Ended September 30, 2004....................................................................     6

           Consolidated Statements of Cash Flows For The Nine Months
              Ended September 30, 2004 and 2003...........................................................     7

           Notes to Consolidated Financial Statements.....................................................     8

  Item 2 - Management's Discussion and Analysis of
           Financial Condition and Results of Operations..................................................    14

  Item 3 - Quantitative and Qualitative Disclosures About Market Risk.....................................    21

  Item 4 - Controls and Procedures........................................................................    22

Part II - Other Information

  Item 1 - Legal Proceedings..............................................................................    23

  Item 5 - Other Information..............................................................................    23

  Item 6 - Exhibits.......................................................................................    24

Signatures
</TABLE>

                                       2
<PAGE>

PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements

                          FLORIDA COMMUNITY BANKS, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
              September 30, 2004 (Unaudited) and December 31, 2003
<TABLE>
<CAPTION>


                                                                                  September 30,
                                                                                      2004           December 31,
                                                                                   (Unaudited)           2003
Assets
<S>                                                                             <C>               <C>
   Cash and due from banks...................................................   $     18,426,282  $      15,897,716
   Federal funds sold........................................................          8,515,000         13,765,000
   Interest-bearing deposits with banks......................................          1,755,322            857,133
                                                                                ----------------  -----------------
       Cash and Cash Equivalents.............................................         28,696,604         30,519,849

Securities available for sale................................................          3,184,977          3,184,977
Securities held-to-maturity, fair value of $41,706,400 and $35,296,326.......         41,803,645         35,752,905

Loans, net of unearned income................................................        512,223,250        437,592,827
Allowance for loan losses....................................................         (9,228,466)        (8,066,817)
                                                                                ----------------  -----------------
       Net Loans.............................................................        502,994,784        429,526,010

Premises and equipment, net..................................................         12,865,260         12,767,507
Accrued interest.............................................................          2,966,769          2,709,102
Foreclosed real estate.......................................................          5,880,033          6,121,833
Deferred taxes, net..........................................................          3,688,150          3,162,883
Other assets.................................................................          1,432,957          1,762,640
                                                                                ----------------  -----------------
       Total Assets..........................................................   $    603,513,179  $     525,507,706
                                                                                ================  =================
Liabilities and Shareholders' Equity

Liabilities
   Non-interest-bearing......................................................   $     96,035,952  $      78,296,949
   Interest-bearing..........................................................        387,716,369        344,987,453
                                                                                ----------------  -----------------
       Total Deposits........................................................        483,752,321        423,284,402

Short-term borrowings........................................................         15,000,000          7,500,000
Federal Home Loan Bank advances..............................................         40,000,000         40,000,000
Notes payable................................................................                  -             21,698
Subordinated debentures......................................................         10,310,000         10,310,000
Deferred compensation........................................................            330,714            372,870
Accrued interest.............................................................          1,439,177            858,783
Other liabilities............................................................          2,013,270          1,074,184
                                                                                ----------------  -----------------
       Total Liabilities.....................................................        552,845,482        483,421,937

Shareholders' Equity
   Common stock-par value $.01 per share, 10,000,000 shares
     authorized, 4,519,661 and 4,497,169 shares issued
     and outstanding.........................................................             45,197             44,972
   Paid-in capital...........................................................         17,144,566         16,672,565
   Retained earnings.........................................................         33,477,934         25,368,232
                                                                                ----------------  -----------------
       Total Shareholders' Equity............................................         50,667,697         42,085,769
                                                                                ----------------  -----------------
Total Liabilities and Shareholders' Equity...................................   $    603,513,179  $     525,507,706
                                                                                ================  =================
</TABLE>


                 See notes to consolidated financial statements


                                       3
<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                 Three months Ended September 30, 2004 and 2003
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                           Three Months
                                                                                        Ended September 30,
                                                                                      2004               2003

Interest Income
<S>                                                                             <C>               <C>
   Interest and fees on loans................................................   $      9,649,473  $       8,149,959
   Interest and dividends
     Taxable securities......................................................            381,228            284,050
     Tax-exempt securities...................................................                  -                  -
   Interest on federal funds sold and other interest income..................            110,076             67,802
                                                                                ----------------  -----------------
       Total Interest Income.................................................         10,140,777          8,501,811

Interest Expense
   Interest on deposits......................................................          1,774,026          1,862,040
   Interest on borrowed funds................................................            508,287            518,518
                                                                                ----------------  -----------------
       Total Interest Expense................................................          2,282,313          2,380,558
                                                                                ----------------  -----------------
Net Interest Income..........................................................          7,858,464          6,121,253

Provision for loan losses....................................................            750,000            700,000
                                                                                ----------------  -----------------
Net Interest Income After Provision for Loan Losses..........................          7,108,464          5,421,253

Noninterest Income
   Customer service fees.....................................................            453,665            508,363
   Real estate rental income ................................................             20,406             20,283
   Other non-interest income.................................................            184,486            134,113
                                                                                ----------------  -----------------
       Total Noninterest Income..............................................            658,557            662,759

Noninterest Expenses
   Salaries and employee benefits............................................          1,937,230          1,903,948
   Occupancy and equipment expense...........................................            432,407            378,015
   Other non-interest expenses...............................................            592,801            652,331
                                                                                ----------------  -----------------
       Total Noninterest Expenses............................................          2,962,438          2,934,294
                                                                                ----------------  -----------------
Income before income taxes...................................................          4,804,583          3,149,718
Provision for income tax expense.............................................          1,804,852          1,184,675
                                                                                ----------------  -----------------
Net Income...................................................................   $      2,999,731  $       1,965,043
                                                                                ================  =================
Earnings Per Common Share
   Basic.....................................................................   $           0.66  $           0.44
   Diluted...................................................................               0.66              0.43

Weighted Average Shares Outstanding
   Basic.....................................................................          4,519,661          4,497,575
   Diluted...................................................................          4,575,409          4,520,195

</TABLE>

                 See notes to consolidated financial statements

                                       4
<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                  Nine months Ended September 30, 2004 and 2003
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                           Nine Months
                                                                                        Ended September 30,
                                                                                      2004               2003

Interest Income
<S>                                                                             <C>               <C>
   Interest and fees on loans................................................   $     27,443,900  $      23,950,231
   Interest and dividends
     Taxable securities......................................................          1,080,006          1,004,934
     Tax-exempt securities...................................................                  -                  -
   Interest on federal funds sold and other interest income..................            270,595            297,717
                                                                                ----------------  -----------------
       Total Interest Income.................................................         28,794,501         25,252,882

Interest Expense
   Interest on deposits......................................................          5,173,556          6,309,702
   Interest on borrowed funds................................................          1,525,347          1,625,728
                                                                                ----------------  -----------------
       Total Interest Expense................................................          6,698,903          7,935,430
                                                                                ----------------  -----------------
Net Interest Income..........................................................         22,095,598         17,317,452

Provision for loan losses....................................................          1,250,000          1,300,000
                                                                                ----------------  -----------------
Net Interest Income After Provision for Loan Losses..........................         20,845,598         16,017,452

Noninterest Income
   Customer service fees.....................................................          1,413,583          1,400,832
   Real estate rental income ................................................             61,898             63,836
   Other non-interest income.................................................            613,918            490,748
   Gain on sale of fixed assets..............................................            414,508                  -
                                                                                ----------------  -----------------
       Total Noninterest Income..............................................          2,503,907          1,955,416

Noninterest Expenses
   Salaries and employee benefits............................................          5,853,628          5,272,619
   Occupancy and equipment expense...........................................          1,287,218          1,137,240
   Other non-interest expenses...............................................          1,697,674          1,729,084
                                                                                ----------------  -----------------
       Total Noninterest Expenses............................................          8,838,520          8,138,943
                                                                                ----------------  -----------------
Income before income taxes...................................................         14,510,985          9,833,925
Provision for income tax expense.............................................          5,459,687          3,712,877
                                                                                ----------------  -----------------
Net Income...................................................................   $      9,051,298  $       6,121,048
                                                                                ================  =================
Earnings Per Common Share
   Basic.....................................................................   $           2.00  $           1.36
   Diluted...................................................................               1.98              1.35

Cash Dividends Declared
   Cash dividends declared per common share..................................   $           0.21  $           0.00

Weighted Average Shares Outstanding
   Basic.....................................................................          4,515,556          4,497,575
   Diluted...................................................................          4,567,390          4,522,566
</TABLE>


                 See notes to consolidated financial statements

                                       5
<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                      Nine months Ended September 30, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>




                                                   Common           Paid-in          Retained
                                                    Stock           Capital          Earnings            Total

<S>                 <C> <C>                    <C>              <C>               <C>              <C>
Balance at December 31, 2003...............    $       44,972   $   16,672,565    $   25,368,232   $     42,085,769

Net income - Nine months ended
   September 30, 2004......................                 -                -         9,051,298          9,051,298

Payment of cash dividends..................                 -                -          (941,596)          (941,596)

Sale of common stock.......................               225          464,977                 -            465,202

Effect of expensing stock options..........                 -            7,024                 -              7,024
                                               --------------   --------------   ----------------  -----------------
Balance at September 30, 2004..............    $       45,197   $   17,144,566    $    33,477,934   $     50,667,697
                                               ==============   ==============   ================  =================
</TABLE>

                 See notes to consolidated financial statements


                                       6

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Nine months Ended September 30, 2004 and 2003
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                           Nine Months
                                                                                        Ended September 30,
                                                                                ----------------  -----------------
                                                                                      2004               2003

Operating Activities
<S>                                                                             <C>               <C>
   Net Income................................................................   $      9,051,298  $       6,121,048
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Provision for loan losses.............................................          1,250,000          1,300,000
       Depreciation, amortization, and accretion, net........................            682,530            542,942
       Deferred tax benefit..................................................           (525,351)                 -
       (Increase) decrease in accrued interest receivable....................           (257,667)           125,724
       (Decrease) increase in accrued interest payable.......................            580,394           (704,031)
       Other, net............................................................            959,657            (33,404)
                                                                                ----------------  -----------------
       Net Cash Provided By Operating Activities.............................         11,740,861          7,352,279

Investing Activities
   Net (increase) decrease in held-to-maturity securities....................         (6,050,740)         6,719,284
   Net decrease in available-for-sale securities.............................                  -            500,000
   Loans made to customers, net of repayments................................        (74,630,423)        (7,845,418)
   Purchase of fixed assets, net.............................................           (594,571)        (2,957,048)
   Net decrease (increase) in other real estate owned........................            241,800         (6,055,411)
                                                                                ----------------  -----------------
       Net Cash Used In Investing Activities.................................        (81,033,934)        (9,638,593)

Financing Activities
   Net increase in noninterest-bearing deposits..............................         17,739,003         12,737,371
   Net increase (decrease) in interest-bearing deposits......................         42,728,917        (27,602,636)
   Dividends paid............................................................           (941,596)                 -
   Increase in short-term borrowings.........................................          7,500,000                  -
   Decrease in other debt....................................................            (21,698)           (13,076)
   Decrease in Federal Home Loan Bank advances...............................                  -        (10,000,000)
   Sale of common stock......................................................            465,202                  -
                                                                                ----------------  -----------------
       Net Cash Provided By (Used In) Financing Activities...................         67,469,828        (24,878,341)
                                                                                ----------------  -----------------
Net Decrease in Cash and Cash Equivalents....................................         (1,823,245)       (27,164,655)

Cash and Cash Equivalents at Beginning of Period.............................         30,519,849         58,834,665
                                                                                ----------------  -----------------
Cash and Cash Equivalents at End of Period...................................   $     28,696,604  $      31,670,010
                                                                                ================  =================
</TABLE>

                 See notes to consolidated financial statements

                                       7

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004
                                   (Unaudited)



Note A - Basis of Presentation

Florida  Community  Banks,  Inc.  ("FCBI" or the  "Company")  is a bank  holding
company, which owns all of the common stock of Florida Community Bank ("Bank" or
"FCB") and a special  purpose  business trust organized to issue Trust Preferred
Securities.  The  special  purpose  business  trust is not  consolidated  in the
financial  statements  that are  included  elsewhere  herein.  The  accompanying
unaudited  consolidated  financial  statements  have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and  with the  instructions  to Form  10-Q and  Article  10 of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the nine-month  period ended  September 30, 2004, are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2004.

The statement of financial condition at December 31, 2003, has been derived from
the audited  financial  statements at that date, but does not include all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements.

For further information, refer to the financial statements and footnotes thereto
for Florida Community Banks, Inc. for the year ended December 31, 2003, included
in Form 10-K filed in March 2004.


Note B - Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

The  determination  of the adequacy of the allowance for loan losses is based on
estimates  that are  particularly  susceptible  to  significant  changes  in the
economic environment and market conditions. In connection with the determination
of the estimated losses on loans,  management obtains independent appraisals for
significant collateral. While management uses available information to recognize
losses on loans,  further  reductions  in the  carrying  amounts of loans may be
necessary based on changes in local economic conditions. In addition, regulatory
agencies, as an integral part of their examination process,  periodically review
the estimated  losses on loans.  Such agencies may require the Bank to recognize
additional losses based on their judgments about  information  available to them
at the time of their  examination.  Because of these  factors,  it is reasonably
possible  that the estimated  losses on loans may change  materially in the near
term.  However,  the amount of the change that is reasonably  possible cannot be
estimated.

                                       8
<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004
                                   (Unaudited)


Note C - Income Taxes

The  effective tax rates of  approximately  37.6% and 37.6% for the three months
ended  September 30, 2004 and 2003 and 37.6% and 37.8% for the nine months ended
September 30, 2004 and 2003,  respectively,  are more than the federal statutory
tax rate for  corporations  principally  because of the  effect of state  income
taxes, net of federal tax benefit.


Note D - Securities

The Company  applies the accounting and reporting  requirements  of Statement of
Financial  Accounting  Standards No. 115,  Accounting for Certain Investments in
Debt and Equity Securities ("SFAS 115").  This  pronouncement  requires that all
investments  in debt  securities  be  classified  as  either  "held-to-maturity"
securities,  which are reported at amortized cost; trading securities, which are
reported at fair value,  with unrealized  gains and losses included in earnings;
or  "available-for-sale"  securities,  which are  reported at fair  value,  with
unrealized  gains and losses  excluded  from earnings and reported in a separate
component of shareholders' equity (net of deferred tax effect).

The carrying  amounts of securities as shown in the  consolidated  statements of
financial  condition and their approximate fair values at September 30, 2004 and
December 31, 2003 were as follows:
<TABLE>
<CAPTION>

                                                                      Gross            Gross           Estimated
                                                  Amortized        Unrealized       Unrealized           Fair
                                                    Cost              Gains           Losses             Value
Securities Available-for-Sale

September 30, 2004:
<S>                                            <C>              <C>               <C>              <C>
   Equity Securities........................   $     3,184,977  $             -   $             -  $      3,184,977

December 31, 2003:
   Equity Securities........................   $     3,184,977  $             -   $             -  $      3,184,977

</TABLE>

<TABLE>
<CAPTION>

Securities Held-to-Maturity

September 30, 2004:
   U. S. Government and
<S>                                            <C>              <C>              <C>                <C>
     agency securities......................   $     3,748,555  $         4,911  $             561  $      3,752,905
   Mortgage-backed securities...............        38,055,090          156,599            258,194        37,953,495
                                                --------------   --------------   ----------------  ----------------

                                               $    41,803,645  $       161,510  $         258,755  $     41,706,400
                                               ===============  ===============  =================  ================
December 31, 2003:
   U. S. Government and
     agency securities......................   $     1,768,406  $         52,182  $            438  $      1,820,150
   Mortgage-backed securities...............        33,984,499           140,176           648,499        33,476,176
                                               ---------------   ---------------   ---------------- ----------------
                                               $    35,752,905  $        192,358  $        648,937  $     35,296,326
                                               ===============  ================  ================  ================

</TABLE>

                                       9

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004
                                   (Unaudited)

Note D - Securities - continued

The following  tables show our  investments'  gross  unrealized  losses and fair
value,  aggregated  by  investment  category and length of time that  individual
securities have been in a continuous  unrealized loss position, at September 30,
2004 and December 31, 2003.

September 30, 2004:
<TABLE>
<CAPTION>

                                   Less Than 12 Months           12 Months or More                 Total
                                -------------------------   --------------------------  ---------------------------
                                    Fair       Unrealized       Fair        Unrealized       Fair       Unrealized
   Description of Securities        Value        Losses         Value         Losses         Value        Losses
                                -------------------------   --------------------------  ---------------------------
U.S. Treasury obligations
   and direct obligations
   of U.S. government
<S>                            <C>             <C>          <C>            <C>          <C>             <C>
   agencies..................  $   3,752,905   $       561  $           -  $         -  $   3,752,905   $       561
Federal agency mortgage
   backed securities.........     29,867,081       133,457      8,072,750      124,737     37,939,831       258,194
                               --------------  -----------  -------------  -----------  -------------  ------------
    Total Temporarily
     Impaired Securities.....  $   33,619,986  $   134,018  $   8,072,750  $   124,737  $  41,692,736  $    258,755
                               ==============  ===========  =============  ===========  =============  ============
</TABLE>


At September 30, 2004 the Company had 14 individual  securities  that were in an
unrealized loss position or impaired for the timeframes  indicated above. All of
these    investment    positions'    impairments    are   deemed   not   to   be
other-than-temporary  impairments.  Substantially  all of  these  positions  are
backed by 1-4 family  mortgages and the unrealized  loss of these  securities is
based solely on interest rate changes and not due to credit ratings.  Management
intends to hold these securities until maturity.
<TABLE>
<CAPTION>


December 31, 2003:
                                   Less Than 12 Months           12 Months or More                 Total
                                -------------------------   --------------------------  ---------------------------
                                    Fair       Unrealized       Fair        Unrealized       Fair        Unrealized
   Description of Securities        Value        Losses         Value         Losses         Value        Losses
                                -------------------------   --------------------------  ---------------------------
U.S. Treasury obligations
   and direct obligations
   of U.S. government
<S>                            <C>             <C>          <C>            <C>          <C>             <C>
   agencies..................  $   1,820,150   $       438  $           -  $         -  $   1,820,150   $       438
Federal agency mortgage
   backed securities.........     33,476,176       648,499              -                 33,476,176       648,499
                               --------------  -----------  -------------  -----------  -------------  ------------
    Total Temporarily
     Impaired Securities.....  $  33,296,326   $   648,937  $           -  $         -  $  35,296,326   $   648,937
                               ==============  ===========  =============  ===========  =============  ============

</TABLE>

At December 31, 2003,  the Company had 9 individual  securities  that were in an
unrealized loss position or impaired for the timeframes  indicated above. All of
these    investment    positions'    impairments    are   deemed   not   to   be
other-than-temporary  impairments.  Substantially  all of  these  positions  are
backed by 1-4 family  mortgages  and the  related  securities  have  experienced
volatility in their market prices as a result of the  fluctuating  home mortgage
interest rate environment during 2003.

                                       10


<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004
                                   (Unaudited)


Note E - Shareholders' Equity

In October  2004,  the Company  declared a stock split of 1.2 shares for each of
the  Company's  outstanding  shares of common  stock.  This effect of this stock
split  has  been  retroactively  reflected  in  the  financial  statements.  All
references to weighted average shares outstanding and per share amounts included
in the accompanying  financial  statements and notes reflect the stock split and
its retroactive effects.


Note F - Segment Information

All of the Company's offices offer similar products and services, are located in
the same geographic  region, and serve the same customer segments of the market.
As a  result,  management  considers  all  units as one  operating  segment  and
therefore  feels  that the basic  financial  statements  and  related  footnotes
provide details related to segment reporting.


Note G - Stock-Based Compensation



During 2002 the Company adopted a Key Employee Stock Compensation  Program under
which  statutory and  non-statutory  stock options may be granted to certain key
employees.  The  options  granted  provide for these key  employees  to purchase
shares of the Company's  $0.01 par value common stock at no less than the market
value at the dates of grant.  The options  granted may be  exercised  within ten
years from the dates of grant  subject to vesting  requirements.  Prior to 2003,
the  Company  accounted  for this plan  under the  recognition  and  measurement
provisions  of APB No. 25,  Accounting  for Stock Issued to  Employees,  and the
related Interpretations. Effective January 1, 2003, the Company adopted the fair
value  recognition  provisions  of SFAS  No.  123,  Accounting  for  Stock-Based
Compensation,   as  provided  by  SFAS  No.  148,   Accounting  for  Stock-Based
Compensation - Transition and Disclosure.  SFAS No. 148 allows for a prospective
method of adoption of SFAS 123, whereas,  the Company can prospectively  account
for the  current  expense of options  granted  during 2003 and  thereafter.  The
following  table  illustrates the effect on net income and earnings per share as
if the fair value based method had been applied to all  outstanding and unearned
awards in each period.


The Company's actual and pro forma information follows:
<TABLE>
<CAPTION>

                                                                                           Nine Months
                                                                                        Ended September 30,
                                                                                      2004               2003
                                                                                ----------------  ----------------
Net Income

<S>                                                                             <C>               <C>
As Reported..................................................................   $      9,051,298  $       6,121,048

Add: Stock-based compensation expense
   included in net income, net of related
   income tax benefit........................................................              7,024                  -

Deduct: Total stock-based employee compensation expense determined
   under fair value based method for all awards, net of tax..................            (12,859)           (16,800)
                                                                                ----------------  -----------------

Pro forma net income.........................................................   $      9,045,463  $       6,104,248
                                                                                ================  =================
</TABLE>

                                       11

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004
                                   (Unaudited)


Note G - Stock-Based Compensation - Continued
<TABLE>
<CAPTION>

                                                                                           Nine Months
                                                                                        Ended September 30,
                                                                                      2004               2003
                                                                                ----------------  -----------------

Basic earnings per share:

<S>                                                                             <C>               <C>
As Reported..................................................................   $           2.00  $           1.36

Pro forma....................................................................   $           2.00  $           1.36

Diluted earnings per share:

As Reported..................................................................   $           1.98  $           1.35

Pro forma....................................................................   $           1.98  $           1.35
</TABLE>


The  following  information  relates  to options  outstanding  under the plan at
September 30, 2004.
<TABLE>
<CAPTION>


                                                                                         Weighted
                                                         Number of                        Average      Number of
                                                           Options      Expiration    Contractual        Options
                                                         Outstanding       Date         Life-Years     Exercisable

10/25/01 Options with an Exercise
<S>      <C>                                                   <C>       <C>   <C>           <C>             <C>
Price of $10.42......................................          79,488    10/25/11            7.07            47,693
01/17/03 Options with an Exercise
Price of $13.89......................................           8,640    01/17/13            8.30             3,456
02/22/03 Options with an Exercise
Price of $20.00......................................          16,800    12/22/13            9.22                 -
09/16/04 Options with an Exercise
Price of $22.92......................................          65,400     9/16/14            9.96                 -
                                                        -------------                                   -----------
Total................................................         170,328                        8.45            51,149
                                                        =============                                   ===========
</TABLE>
<TABLE>
<CAPTION>

The following table presents the activity in the plan for the nine months ended
September 30, 2004 and 2003:
                                                                    Nine Months Ended September 30,
                                                                    2004                          2003
                                                        ---------------------------  ------------------------------
                                                                         Weighted                       Weighted
                                                                          Average                        Average
                                                                         Exercise                       Exercise
                                                           Shares         Price           Shares         Price
                                                        -------------  ------------  --------------  --------------
<S>                    <C>                                    <C>      <C>                   <C>     <C>
Outstanding at January 1,............................         104,928  $       12.13         79,488  $        10.42
Granted..............................................          65,400          22.92          8,640           13.89
Forfeited............................................               -           0.00              -            0.00
Expired..............................................               -           0.00              -            0.00
                                                        -------------  -------------  --------------  --------------
Outstanding at September 30,.........................         170,328          16.34          88,128           10.76
                                                        =============  =============  ==============  ==============

Exercisable at September 30,.........................          51,149                         41.610           10.71
</TABLE>

                                       12


<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004
                                   (Unaudited)


Note H - Commitments and Contingencies

In the normal course of business the Company  enters into  commitments to extend
credit,  which  are  agreements  to lend to  customers  as long as  there  is no
violation of any condition  established in the contract.  Commitments  generally
have fixed expiration dates or other termination clauses and generally require a
payment of fees.  Since  commitments  may expire  without being drawn upon,  the
total reported above do not necessarily represent expected future cash flows.

Standby letters of credit are commitments issued by the Company to guarantee the
performance  of a customer to a third  party.  These  guarantees  are  primarily
issued  to  support  public  and  private  borrowing   arrangements,   including
commercial  paper,  bond  financing  and  similar  transactions,  and  expire in
decreasing  amounts with terms  ranging from one to four years.  The credit risk
involved in issuing  letters of credit is essentially  the same as that involved
in extending loan facilities to customers.

The following represents the Company's  commitments to extend credit and standby
letters of credit as of September 30, 2004 and December 31, 2003:

<TABLE>
<CAPTION>


                                                                                  September 30,     December 31,
                                                                                      2004               2003
                                                                                ----------------  -----------------
<S>                                                                             <C>               <C>
Commitments to extend credit.................................................   $    152,037,000  $      99,186,000

Standby and commercial letters of credit.....................................          3,524,000          3,810,000
                                                                                ----------------  -----------------

Total commitments and contingencies..........................................   $    155,561,000  $     102,996,000
                                                                                ================  =================

</TABLE>

              [The remainder of this page intentionally left blank]


                                       13



<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                               September 30, 2004




Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations

This  discussion  is  intended  to  assist  an  understanding  of the  Company's
financial  condition and results of operations.  This analysis should be read in
conjunction  with  the  consolidated  financial  statements  and  related  notes
appearing in Item 1 of the September 30, 2004,  Form 10-Q/A,  and  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations,"
appearing  in the  Company's  Annual  Report  on Form  10-K for the  year  ended
December 31, 2003.

Forward-Looking Information

Certain statements  contained in this Quarterly Report on Form 10-Q/A, which are
not historical  facts,  are  forward-looking  in nature and relate to trends and
events that may affect the  Company's  future  financial  position and operating
results. In addition, the Company,  through its senior management,  from time to
time makes  forward-looking  public  statements  concerning its expected  future
operations  and  performance  and  other   developments.   All   forward-looking
statements  are made  pursuant  to the safe  harbor  provisions  of the  Private
Securities  Litigation  Reform Act of 1995. The terms  "expect,"  "anticipates,"
"intend" and "project" and similar words or expression  are intended to identify
forward-looking  statements.  In  addition to risks and  uncertainties  that may
affect  operations,  performance,  growth  projections  and the  results  of the
Company's business,  which include,  but are not limited to, fluctuations in the
economy,  the  relative  strength and  weakness in the  commercial  and consumer
sector and in the real estate market,  the actions taken by the Federal  Reserve
Board for the purpose of managing  the economy,  interest  rate  movements,  the
impact of competitive products,  services and pricing, timely development by the
Company of  technology  enhancements  for its  products and  operating  systems,
legislation and similar matters,  the Company's future operations,  performance,
growth  projections  and  results  will  depend on its ability to respond to the
challenges  associated  with a weakening  economy,  particularly  in real estate
development,  which is  prominent  in the  Company's  primary  market.  Although
management  of the Company  believes  that the  expectations  reflected  in such
forward-looking  statements are  reasonable,  it can give no assurance that such
expectations will prove to be correct.  Prospective investors are cautioned that
any such  forward-looking  statements are not guaranties of future  performance,
involve risks and  uncertainties,  and that actual results may differ materially
from those contemplated by such forward-looking statements. The Company makes no
commitment  to update any  forward-looking  statement  or to disclose any facts,
events or  circumstances  that may affect the  accuracy  of any  forward-looking
statement.


FINANCIAL CONDITION

September 30, 2004 compared to December 31, 2003

The Bank continued its operations  concentrating  in the origination of loans in
southwestern  and other areas of Florida.  As discussed more fully below,  loans
increased 17.1% during the first nine months of 2004,  while equity capital grew
at a somewhat higher rate (20.4%).  No significant changes in operating goals or
policies occurred during 2004.

                                       14
<PAGE>


                          FLORIDA COMMUNITY BANKS, INC.
                               September 30, 2004


Loans

Loans comprised the largest single  category of the Company's  earning assets on
September 30, 2004. Loans, net of unearned income, totaled 84.9% of total assets
at  September  30, 2004  compared to 83.3% of total assets at December 31, 2003.
During the first nine months of 2004, loans increased approximately $75 million,
a relatively  large increase  compared with recent periods.  The rapid influx of
population  to southwest  Florida  continued  to  influence  the demand for real
estate loans,  particularly  construction  and  development  loans.  That demand
during 2003 was tempered  somewhat by the national  economic  conditions,  which
included depressed stock market values, increased job losses, and lower economic
growth.  In addition,  during 2004,  the Company  increased  its  investment  in
brokered loans.

Investment Securities and Other Earning Assets

The investment securities portfolio is used to provide a source of liquidity, to
serve as collateral for borrowings  and to secure certain  government  deposits.
Federal  funds sold are the most liquid  earning asset and is used to manage the
daily cash position of the Company.  Investment  securities and other short-term
investments  did not change  significantly  compared  to  December  31, 2003 and
totaled $52.7 million at September 30, 2004.

Asset Quality

From  December  31, 2003 to September  30, 2004,  the  Company's  asset  quality
improved  slightly  as  measured  by three  key  ratios.  The ratio of loan loss
allowance to total  nonperforming  assets (defined as non-accrual  loans,  loans
past due 90 days or greater,  restructured loans,  non-accruing securities,  and
other real estate) improved from 42.6% to 54.9%. The percentage of nonperforming
assets to total  assets  decreased  from  3.6% to 2.8%,  and the  percentage  of
nonperforming  loans to total loans  decreased  from 4.3% to 3.3%.  These ratios
were  positively  affected by the resolution of loans to a significant  borrower
during the first nine months of 2004. However,  during August and September 2004
several borrowers' businesses and financial prospects were adversely affected by
hurricanes that struck southwestern and other Florida areas.

In  response  to the  potential  loan losses  caused by the  hurricane  related,
deteriorating  financial  condition  of  the  Company's  borrowers,   management
undertook a review of the entire loan  portfolio  and  determined  that  several
loans  needed to be  downgraded  and the  allowance  for loan  losses  increased
accordingly.  During the third quarter of 2004, the company provided $750,000 to
increase the allowance for loan losses to $9.2 million.

During the first nine months of 2004, net charge-offs totaled $88.4 thousand.

Deposits

Total deposits of $483.8 million at September 30, 2004,  represented an increase
of $60.5 million (12.5%) from total deposits of $423.3 million at year-end 2003.
The  majority  of  the  increase  was   attributable  to  two  deposit  sources:
certificates of deposit and demand deposit accounts. In addition, an increase of
approximately  $8.3  million  occurred in money  market  accounts  deposit.  The
increase in certificates  of deposit was caused by increased  brokered funds. At
September 30, 2004, brokered  certificates of deposit totaled approximately $140
million.

Shareholders' Equity

Shareholders' equity increased $10.1 million from December 31, 2003 to September
30, 2004, due to retained net income during the nine months ended  September 30,
2004,  and the sale of common stock to the Company's  Employee  Stock  Ownership
Plan ($465  thousand).  On September  30, 2004 the Company and the Bank exceeded
regulatory minimum capital ratio requirements and qualified as  well-capitalized
under the regulations of the Federal Reserve System,  the State of Florida,  and
the FDIC.

                                       15

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                               September 30, 2004

Liquidity Management

Liquidity  is  defined  as the  ability  of a  company  to  convert  assets  (by
liquidating or pledging for borrowings)  into cash or cash  equivalents  without
significant loss.  Liquidity management involves maintaining the ability to meet
the  day-to-day  cash  flow  requirements  of its  customers,  whether  they are
depositors wishing to withdraw funds or borrowers  requiring funds to meet their
credit needs. Without proper liquidity management, the Company would not be able
to  perform  the  primary  function  of  a  financial  intermediary  and  would,
therefore,  not  be  able  to  meet  the  production  and  growth  needs  of the
communities it serves.

The primary  function of asset and  liability  management  is not only to ensure
adequate  liquidity in order to meet the needs of its customer base, but also to
maintain  an  appropriate   balance   between   interest-sensitive   assets  and
interest-sensitive  liabilities so that the Company can also meet the investment
requirements of its  shareholders.  Daily  monitoring of the sources and uses of
funds  is  necessary  to  maintain  an  acceptable   position  that  meets  both
requirements. To the Company, both assets and liabilities are considered sources
of liquidity funding and both are, therefore, monitored on a daily basis.

The asset portion of the balance sheet provides liquidity primarily through loan
principal repayments and maturities of investment securities.  Loans that mature
in one year or less equaled  approximately  $200 million at September  30, 2004,
and there are  approximately  $6.9  million of  investment  securities  maturing
within one year.

The liability  portion of the balance sheet provides  liquidity through deposits
to  various  customers'   interest-bearing  and   non-interest-bearing   deposit
accounts.  At September 30, 2004, funds also were available through the purchase
of federal funds from correspondent  commercial banks from available lines of up
to an aggregate of $45 million and credit  availability at the Federal Home Loan
Bank  ("FHLB") of up to 15% of assets  (approximately  $90 million) of which $50
million is  available  and unused.  At September  30, 2004,  the bank had unused
collateral totaling  approximately $26 million,  thus limiting the FHLB advances
potentially available to that amount.

Capital Resources

A strong capital position is vital to the continued profitability of the Company
and the Bank because it promotes depositor and investor  confidence and provides
a solid  foundation  for future  growth of the  organization.  The  Company  has
provided a significant portion of its capital requirements through the retention
of earnings.

On June 21, 2002,  FCBI Capital  Trust I ("FCBI  Trust"),  a Delaware  statutory
trust established by the Company,  received  $10,000,000 in proceeds in exchange
for $10,000,000  principal amount of FCBI Trust's floating rate cumulative trust
preferred  securities (the "preferred  securities") in a trust preferred private
placement.  The  proceeds  of that  transaction  were then used by FCBI Trust to
purchase  an  equal  amount  of  floating  rate  subordinated   debentures  (the
"subordinated   debentures")   of  the  Company.   The  Company  has  fully  and
unconditionally guaranteed all obligations of FCBI Trust on a subordinated basis
with respect to the preferred  securities.  Subject to certain limitations,  the
preferred  securities  qualify  as  Tier 1  capital  and  are  presented  in the
Consolidated Statements of Financial Condition as subordinated  debentures.  The
sole asset of FCBI Trust is the subordinated  debentures  issued by the Company.
Both the preferred  securities of FCBI Trust and the subordinated  debentures of
the Company each have approximately 30-year lives. However, both the Company and
FCBI Trust have a call  option of five  years,  subject  to  regulatory  capital
requirements.

Regulatory  authorities  are placing  increased  emphasis on the  maintenance of
adequate capital.  Capital strength is measured in two tiers,  which are used in
conjunction  with  risk-adjusted  assets to  determine  the  risk-based  capital
ratios.  The Company's  Tier I capital,  which consists of common equity and the
2002 issue of  subordinated  debentures,  subject to  limitation,  totaled $60.7
million at September 30, 2004. Tier II capital components  include  supplemental
capital components such as qualifying  allowance for loan losses and the portion
of the guaranteed  preferred  beneficial interest in the Company's  subordinated
debentures  which exceeds the allowable  Tier I capital  amount.  Tier I capital
plus the Tier II capital  components is referred to as Total Risk-Based  capital
and was $67.7 million at September 30, 2004.



                                       16

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                               September 30, 2004


The Company's current capital positions exceed the "well-capitalized" regulatory
guidelines.  Management  has reviewed and will continue to monitor the Company's
asset mix and the loan loss allowance, which are the areas determined to be most
affected by these capital requirements.


RESULTS OF OPERATIONS

Three months ended September 30, 2004 and 2003

Summary

Net  earnings of the Company for the three  months  ended  September  30,  2004,
totaled  $2,999,731  compared  to  $1,965,044  for  the  same  period  in  2003,
representing  a 52.7%  increase.  The  increase  was due  principally  to a $1.7
million  increase in net interest  income.  As explained  more fully below,  the
increase in net  interest  income was due to the  combined  effect of added loan
volume,  loans  reaching  the  floored  interest  rates,  and a drop in  deposit
interest expenses due to lower interest rates.

Net Interest Income

Net interest  income,  the difference  between interest earned on assets and the
cost of interest-bearing  liabilities, is the largest component of the Company's
income.  Net interest  income  during the three months ended  September 30, 2004
increased $1.7 million  (28.4%) from the same period in 2003.  This increase was
due primarily to higher average loan volume,  the effect of over $200 million in
loans that reached the floored interest rate in the contract, and lower interest
rates on deposits.

The Company was in an interest  sensitive  position  during 2003 and 2004 with a
larger  dollar amount of  interest-earning  assets  subject to  re-pricing  than
interest-bearing  liabilities.  Therefore, during 2003 when rates were generally
declining,  the Company's loan and investment  portfolios  rapidly  re-priced at
lower rates and reduced the net interest  margin.  During 2003 the interest rate
on certain  adjustable  rate on loans  stopped  declining  because a significant
portion of the  Company's  loan  portfolio  consists of loans that have interest
rate floors.  While the  "floored"  loans were an advantage  when rates  reached
historic  lows during 2003 and 2004,  these loans also will not re-price  upward
until a relatively significant rise in rates occurs. Furthermore, during periods
when rates generally increase, the Company's deposit costs will increase and net
interest margins may be reduced as rates rise.

Provision for Loan Losses

The provision for loan losses  represents  the charge against  current  earnings
necessary  to maintain  the reserve for loan losses at a level which  management
considers appropriate. This level is determined based upon the Bank's historical
charge-offs,   management's  assessment  of  current  economic  conditions,  the
composition  of the loan portfolio and the levels of  non-accruing  and past due
loans.  During 2004,  the Company  refined its method of estimating the level of
allowance  needed and now  considers  average  losses  compared to average loans
outstanding for a rolling ten-year historical period.

During the third  quarter of 2004 the  provision  for loan losses was  adversely
impacted by the effect of four hurricanes  that struck  Florida.  In response to
the  potential  loan  losses  caused  by the  hurricane  related,  deteriorating
financial condition of the Company's borrowers, management undertook a review of
the entire  loan  portfolio  and  determined  that  several  loans  needed to be
downgraded and the allowance for loan losses increased  accordingly.  During the
third quarter of 2004, the company  provided  $750,000 to increase the allowance
for loan losses to $9.2 million,  compared to a provision of $700,000 during the
same period in 2003. Loans charged off exceeded  recoveries by approximately $88
thousand for the three months ended September 30, 2004.  During the three months
ended September 30, 2003, net recoveries  totaled $59 thousand.  The reserve for
loan losses as a percent of outstanding loans, net of unearned income, was 1.80%
at September 30, 2004, compared to 1.84% at year-end 2003.

                                       17

<PAGE>


                          FLORIDA COMMUNITY BANKS, INC.
                               September 30, 2004


Non-interest Income

Non-interest  income for the three months  ended  September  30, 2004,  was $659
thousand  compared  to $663  for the same  period  of 2003,  an  decrease  of $4
thousand  (0.6%).  The decrease was primarily  due to lower  service  charges in
2004.

Noninterest Expenses

Noninterest  expenses  for the three  months  ended  September  30,  2004,  were
$2,962,438  reflecting a 1.0% increase from the same period of 2003. The primary
components of  noninterest  expenses are salaries and employee  benefits,  which
increased $33 thousand for the three months ended September 30, 2004 compared to
the same period in 2003, caused by added staff in new branches. Occupancy costs,
during this same  period,  increased  by  approximately  $54 thousand due to new
branch locations.

Income Taxes

The  provision  for  income  taxes of  $1,804,852  for the  three  months  ended
September 30, 2004, increased $620 thousand compared to the same period of 2003,
due to higher taxable earnings.  The effective tax rate for both periods is more
than the statutory  federal rate principally  because of state income taxes, net
of the federal tax benefit. Nine months ended September 30, 2004 and 2003

Summary

Net  earnings  of the  Company for the nine months  ended  September  30,  2004,
totaled  $9,051,298  compared  to  $6,121,049  for  the  same  period  in  2003,
representing a 47.9%  increase.  The increase was due  principally to higher net
interest income.

Net Interest Income

Net interest  income of the Company  during the nine months ended  September 30,
2004, increased $4.8 million (27.6%) from the same period in 2003. This increase
was due primarily to increased  loan interest and a decline in interest  expense
on deposits.

The  Company  was in an asset  sensitive  position  during  2004 and 2003 with a
larger  dollar amount of  interest-earning  assets  subject to  re-pricing  than
interest-bearing  liabilities.  During the first nine  months of 2002 when rates
were generally declining, the Company's interest income reduced at a faster rate
than the cost of  liabilities.  During 2003 and 2004 rates  remained low and the
Company's cost of deposits also re-priced to lower rates,  thus  contributing to
the  improved net interest  income.  In addition,  over $200 million of variable
rate loans have reached their interest rate floor, aiding in keeping the average
rate on the loan portfolio higher.

Provision for Loan Losses

The provision for loan losses was $1,250,000 for the nine months ended September
30,  2004  and  $1,300,000  for the  comparable  period  in 2003.  The  level of
non-performing  loans  declined  slightly  (from $18.9 million to $16.8 million)
during the period from December 31, 2003 to September 30, 2004.

Noninterest Income

Noninterest  income for the nine  months  ended  September  30,  2004,  was $2.5
million  compared to $2.0 for the same period of 2003.  The  increase was caused
primarily by a gain on sale of excess branch property. During 2003, there was no
similar gain from sale of fixed assets.

Noninterest Expenses

Noninterest  expenses for the nine months  ended  September  30,  2004,  totaled
$8,838,520  and reflected a 8.6% increase from the same period of 2003.  Most of
the increase occurred in salary and employee benefit costs and occupancy expense
due to branch expansion.

Income Taxes

The provision for income taxes of $5,459,687 for the nine months ended September
30,  2004  increased  $1.7  million  compared  to the same period of 2003 due to
higher  taxable  earnings.  The  effective  tax rates for 2004 and for 2003 were
higher than the federal tax rate due to the effect of state  income tax,  net of
federal tax benefit.

                                       18


<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                               September 30, 2004


Other Accounting Issues

In December of 2003,  the Financial  Accounting  Standards  Board (FASB) revised
Statement of Financial Accounting Standard (SFAS) No.132, Employers' Disclosures
about  Pensions  and  Other  Postretirement   Benefits  (SFAS  132)  to  require
additional  disclosures related to pensions and post retirement benefits.  While
retaining the existing  disclosure  requirements for pensions and postretirement
benefits,  additional  disclosures are required  related to pension plan assets,
obligations,  contributions  and net benefit costs,  beginning with fiscal years
ending after December 15,  2003.  Additional  disclosures  pertaining to benefit
payments are required for fiscal years ending after September 30, 2004. The SFAS
132  revisions  also  include  additional  disclosure  requirements  for interim
financial reports beginning after  December 15,  2003. The adoption of this SFAS
is not  expected  to have a  material  impact on our  results of  operations  or
financial condition.

In March 2004, the Emerging  Issues Task Force (EITF) reached a consensus on the
remaining portions of EITF 03-01, The Meaning of Other-Than-Temporary Impairment
and Its Application to Certain Investments,  effective for the first fiscal year
or interim  period  beginning  after June 15,  2004.  EITF  03-01  provides  new
disclosure requirements for other-than-temporary  impairments on debt and equity
investments.  Investors are required to disclose quantitative information about:
(i) the aggregate amount of unrealized  losses,  and (ii) the aggregate  related
fair values of investments with unrealized losses,  segregated into time periods
during which the investment has been in an unrealized loss position of less than
12 months and greater  than 12 months.  In addition,  investors  are required to
disclose the  qualitative  information  that supports their  conclusion that the
impairments  noted in the qualitative  disclosure are not  other-than-temporary.
The  adoption  of this EITF is not  expected  to have a  material  impact on our
results of operations or financial condition.

In March 2004, the Securities and Exchange  Commission  issued Staff  Accounting
Bulletin (SAB) issued SAB No. 105, Application of Accounting  Principles to Loan
Commitments.  SAB 105 requires that the fair value  measurement of mortgage loan
commitments,  which are  derivatives,  exclude  any  expected  future cash flows
related to the customer  relationship or servicing  rights.  The guidance in SAB
105 must be applied to mortgage  loan  commitments  entered into after March 31,
2004.  The impact on the Company is not material  given the declines in mortgage
banking volume but could be in the future. The impact is primarily the timing of
when gains should be recognized in the financial statements.

In December 2003, the Accounting  Standards  Executive Committee of the American
Institute of Certified  Public  Accountants  issued  Statement of Position (SOP)
03-3,  Accounting for Certain Loans or Debt  Securities  Acquired in a Transfer,
which addresses the accounting for differences  between  contractual  cash flows
and expected cash flows for loans acquired in a transfer when those  differences
are  attributable at least in part to a decline in credit quality.  The scope of
SOP 03-3  includes  loans where there is  evidence  of  deterioration  in credit
quality since origination, and includes loans acquired individually, in pools or
as part of a  business  combination.  Under SOP  03-3,  the  difference  between
expected cash flows and the purchase price is accreted as an adjustment to yield
over the life.  The Company does not expect its  application  to have a material
impact on our consolidated financial position or results of operations.

                                       19

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                               September 30, 2004


Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market  risk is the risk  arising  from  adverse  changes  in the fair  value of
financial  instruments  due to a change in interest  rates,  exchange  rates and
equity prices.  The Company's  primary  market risk arises from the  possibility
that interest  rates may change  significantly  and affect the fair value of the
Company's financial instruments (also known as interest rate risk).

The primary objective of Asset/Liability  Management at the Company is to manage
interest  rate risk and achieve  reasonable  stability  in net  interest  income
throughout  interest rate cycles.  This is achieved by  maintaining a reasonable
balance   between   rate   sensitive   earning   assets   and   rate   sensitive
interest-bearing  liabilities.  The amount  invested in rate  sensitive  earning
assets  compared  to the  amount of rate  sensitive  liabilities  issued are the
principal factors in projecting the effect that fluctuating  interest rates will
have on future net interest income and the fair value of financial  instruments.
Rate sensitive  earning assets and  interest-bearing  liabilities are those that
can be re-priced to current market rates within a given time period.  Management
monitors  the rate  sensitivity  of all  interest  earning  assets and  interest
bearing  liabilities,  but places particular  emphasis on the upcoming year. The
Company's Asset/Liability Management policy requires risk assessment relative to
interest  pricing and related  terms and places limits on the risk to be assumed
by the Company.

The Company uses several tools to monitor and manage interest rate  sensitivity.
One of the primary tools is simulation analysis. Simulation analysis is a method
of estimating the fair value of financial instruments, the earnings at risk, and
capital at risk under varying interest rate conditions.  Simulation  analysis is
used to estimate  the  sensitivity  of the  Company's  net  interest  income and
stockholders' equity to changes in interest rates.  Simulation analysis accounts
for the  expected  timing and  magnitude of assets and  liability  cash flows as
interest rates change,  as well as the expected  timing and magnitude of deposit
flows and rate changes  whether or not these deposits  re-price on a contractual
basis. In addition, simulation analysis includes adjustments for the lag between
movements in market interest rates on loans and interest-bearing deposits. These
adjustments  are made to reflect  more  accurately  possible  future cash flows,
re-pricing behavior and ultimately net interest income.

As of September 30, 2004, the Company's  simulation  analysis indicated that the
Company is at greatest risk in a sudden  decreasing  interest rate  environment.
This analysis  assumes that rates will change  suddenly on a specific  date. The
Company  believes  that an actual  increase of interest  rates will occur over a
prolonged  period of time and,  during the period of  change,  liabilities  will
re-price  faster than the assets (due to the effect of the "floored"  loans) and
the Company will  experience a decline in its net interest  margin.  A prolonged
increase in rates is  anticipated  to have an effect  inverse to the  simulation
analysis  depicted in the following table. This table depicts the results of the
simulation assuming one and two percent decrease and increase in market interest
rates.




              [The remainder of this page intentionally left blank]

                                       20

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                               September 30, 2004
<TABLE>
<CAPTION>



                                                             Estimated Fair Value of Financial Instruments
                                                   ----------------------------------------------------------------
                                                       Down              Up             Down               Up
                                                     1 Percent        1 Percent       2 Percent         2 Percent
                                                   ------------    -------------   -------------     --------------
                                                                        Dollars in Thousands
Interest-earning Assets:
<S>                                                <C>             <C>              <C>              <C>
   Loans.........................................  $    517,642    $     506,504    $     522,500    $      499,973
   Federal funds sold and cash equivalents.......        10,281           10,259           10,292            10,248
   Securities....................................        42,512           40,641           43,238            39,418
                                                   ------------    -------------   --------------    --------------
     Total Interest-earning Assets...............       570,435          557,404          576,030           549,639
                                                   ============    =============   ==============    ==============
Interest-bearing Liabilities
   Deposits - Savings and demand.................       164,008          158,374          166,826           155,556
   Deposits - Time...............................       229,109          223,939          231,693           221,355
   Other borrowings..............................        57,148           52,852           59,296            50,704
                                                   ------------    -------------   --------------    --------------
     Total Interest-bearing Liabilities..........       450,265          435,165          457,815           427,615
                                                   ============    =============   ==============    ==============

Net Difference in Fair Value.....................  $    120,170    $     122,239    $     118,215    $      122,024

Change in Net Interest Income....................  $       (496)   $         350    $      (1,043)   $          615
</TABLE>

                                       21

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                               September 30, 2004


Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company has  evaluated  the  effectiveness  of its  disclosure  controls and
procedures  pursuant to Rule 13a-15(e) under the Securities Exchange Act of 1934
(the "Exchange Act"), the Company's chief executive  officer and chief financial
officer  have  concluded  that  as of the  end of the  period  covered  by  this
Quarterly  Report of Form 10-Q  such  disclosure  controls  and  procedures  are
effective to ensure that information required to be disclosed by the Corporation
in  reports  that it  files or  submits  under  the  Exchange  Act is  recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities and Exchange Commission rules and forms.

Changes in Internal Controls

During the quarter under report,  there was no change in the Company's  internal
control over financial reporting that has materially affected,  or is reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.

                                       22


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<PAGE>


                          FLORIDA COMMUNITY BANKS, INC.
                               September 30, 2004


PART II - Other Information

Item 1 - Legal Proceedings

In the ordinary course of business, the Company is subject to legal proceedings,
which involve claims for substantial  monetary relief.  However,  based upon the
advice  of  legal  counsel,   management  is  of  the  opinion  that  any  legal
proceedings,  individually or in the aggregate, will not have a material adverse
effect on the Company's financial condition or results of operations.

Item 5 - Other Information

In October  2004,  the Company  declared a stock split and issued 1.2 shares for
each share  outstanding of the Company's  common stock. The effect of this stock
split has been retroactively  reflected in the Company's  consolidated financial
statements.  All references to weighted average shares outstanding and per share
amounts included in the consolidated financial statements and accompanying notes
reflect the stock split and its retroactive effect.


                                       23


              [The remainder of this page intentionally left blank]



<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                               September 30, 2004


Item 6 - Exhibits

The following Exhibits are filed with this report:
<TABLE>
<CAPTION>

Exhibit No.                                               Exhibit                                          Page

<S>  <C>                                                                                                   <C>
     3.1  Articles of  Incorporation  of FCBI (included as Exhibit 3.1 to FCBI's
          Registration  Statement  on Form 8-A  filed  with the SEC on April 15,
          2002, and incorporated herein by reference).

     3.2  By-laws  of FCBI  (included  as  Exhibit  3.2 to  FCBI's  Registration
          Statement  on Form  8-A  filed  with the SEC on April  15,  2002,  and
          incorporated herein by reference).

     4.1  Subordinated  Promissory Note dated December 24, 2001, between Florida
          Community Bank and  Independent  Bankers Bank of Florida  (included as
          Exhibit 4.1 to the Bank's Form 10-KSB for the year ended  December 31,
          2003, and incorporated herein by reference).

     4.2  Specimen Common Stock  Certificate of FCBI (included as Exhibit 4.1 to
          FCBI's Registration  Statement on Form 8-A filed with the SEC on April
          15, 2002, and incorporated herein by reference).

     10.1 Employment  agreement  with  Thomas S. Junker  dated  December 9, 1997
          (included as Exhibit 10.1 to the Bank's Registration Statement on Form
          10-SB-A for the year ended December 31, 1998, and incorporated  herein
          by reference).

     10.2 2002 Key  Employee  Stock  Compensation  Program of FCBI  (included as
          Appendix D to the Bank's Definitive  Schedule 14-A filed with the FDIC
          on March 22, 2002, and incorporated herein by reference).

     10.3 Amended and Restated Trust  Agreement among Florida  Community  Banks,
          Inc. as  depositor,  Wilmington  Trust  Company as  property  trustee,
          Wilmington Trust Company,  as Delaware trustee,  and Stephen L. Price,
          and Thomas V.  Ogletree as  administrators,  dated as of June 21, 2002
          (included as Exhibit 10.3 to the  Company's  Form 10-Q for the quarter
          ended June 30, 2002, and incorporated herein by reference).

     10.4 Guarantee   Agreement   between  Florida   Community  Banks,  Inc.  as
          guarantor, and Wilmington Trust Company as guarantee trustee, dated as
          of June 21, 2002  (included as Exhibit 10.4 to the Company's Form 10-Q
          for the quarter ended September 30, 2002, and  incorporated  herein by
          reference).

     10.5 Junior  Subordinated  Indenture  between Florida Community Banks, Inc.
          (as Company) and  Wilmington  Trust Company (as trustee),  dated as of
          June 21, 2002 (included as Exhibit 10.5 to the Company's Form 10-Q for
          the  quarter  ended  June  30,  2002,  and   incorporated   herein  by
          reference).

     10.6 Term Loan Agreement  between  Florida  Community  Banks,  Inc. and The
          Bankers  Bank,  Atlanta,  Georgia,  dated June 13, 2002  (included  as
          Exhibit 10.6 to the Company's Form 10-Q for the quarter ended June 30,
          2002, and incorporated herein by reference).

                                       24

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                               September 30, 2004

Exhibit No.                                               Exhibit                                          Page


     10.7 Employee  Stock  Ownership  Plan  (included  as  Exhibit  10.5  to the
          Company's Form S-8 filed May 6, 2004.

     11   Statement re: computation of earnings per common share                                              27

     14   Code of Ethics  (included  as Exhibit 99.1 to the  Company's  Form 8-K
          filed on March 3, 2003, and incorporated herein by reference.)

     31.1 Chief Executive Officer - Certification of principal executive officer
          pursuant to the Exchange Act Rule 13(a)-14(a) or 15(d)-14(a).                                       28

     31.2 Chief Financial Officer - Certification of principal financial officer
          pursuant to the Exchange Act Rule 13(a)-14(a) or 15(d)-14(a).                                       29

     32.1 Chief Executive Officer - Certification  pursuant to 18 U.S.C. Section
          1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of
          2002.                                                                                               30

     32.2 Chief Financial Officer - Certification  pursuant to 18 U.S.C. Section
          1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of
          2002.                                                                                               30
</TABLE>




             [The remainder of this page intentionally left blank.]

                                       25

<PAGE>



                                   SIGNATURES


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


                          FLORIDA COMMUNITY BANKS, INC.



By:  /s/ Stephen L. Price                             November 15, 2004
    -------------------------------------             ----------------------
    Stephen L. Price                                  Date
    President and Chief Executive Officer




By:  /s/ Thomas V. Ogletree                           November 15, 2004
    -------------------------------------             ----------------------
    Thomas V. Ogletree                                Date
    Chief Financial Officer

                                       26

<PAGE>



Exhibit 11 - Statements Re: Computation of Per Share Earnings


                          FLORIDA COMMUNITY BANKS, INC.

                    COMPUTATION OF EARNINGS PER COMMON SHARE



The following  tabulation presents the calculation of basic and diluted earnings
per common share for the three-month and nine-month  periods ended September 30,
2004 and 2003. Average shares outstanding have been retroactively adjusted on an
equivalent  share  basis for the  effects of the stock  dividends  and splits as
discussed in the notes to the financial statements.

<TABLE>
<CAPTION>

                                                                Three Months                   Nine Months
                                                             Ended September 30,           Ended September 30,
                                                     -----------------------------    -----------------------------
                                                          2004            2003             2004           2003
                                                     -------------    -------------   -------------  --------------
Basic Earnings Per Share:
<S>                                                  <C>              <C>             <C>            <C>
   Net income....................................    $   2,999,731    $   1,965,043   $   9,051,298  $    6,121,048
                                                     -------------    -------------   -------------  --------------
   Earnings on common shares.....................    $   2,999,731    $   1,965,043   $   9,051,298  $    6,121,048
                                                     -------------    -------------   -------------  --------------
   Weighted average common shares
     outstanding - basic.........................        4,519,661        4,497,575       4,515,556       4,497,575
                                                     -------------    -------------   -------------  --------------

   Basic earnings per common share...............    $        0.66    $        0.44   $        2.00  $         1.36
                                                     -------------    -------------   -------------  --------------

Diluted Earnings Per Share:
   Net income....................................    $   2,999,731    $   1,965,043   $   9,051,298  $    6,121,048
                                                     -------------    -------------   -------------  --------------

   Weighted average common shares
     outstanding - diluted.......................        4,575,409        4,520,195       4,567,390       4,522,566
                                                     -------------    -------------   -------------  --------------

   Diluted earnings per common share.............    $        0.66    $        0.43   $        1.98  $         1.35
                                                     -------------    -------------   -------------  --------------
</TABLE>


                                       27

<PAGE>


Exhibit 31.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Stephen L. Price, certify that:

1. I have reviewed  this  quarterly  report on Form 10-Q/A of Florida  Community
Banks, Inc.

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

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

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

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

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          first quarter that has materially  affected or is reasonably likely to
          materially  affect,  the registrant's  internal control over financial
          reporting;

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

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.



Date: November 15, 2004     By:  /s/ Stephen L. Price
                                 ------------------------------------------
                            Stephen L. Price, President, Chief Executive Officer
                            and Chairman of the Board of Directors


                                       28

<PAGE>


Exhibit 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Thomas V. Ogletree, certify that:

1.   I have reviewed this quarterly  report on Form 10-Q/A of Florida  Community
     Banks, Inc.

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

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

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

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

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          first quarter that has materially  affected or is reasonably likely to
          materially  affect,  the registrant's  internal control over financial
          reporting;

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

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.



Date: November 15, 2004   By: /s/ Thomas V. Ogletree
                             ----------------------------------------------
                              Thomas V. Ogletree
                              Chief Financial Officer


                                       29
<PAGE>



EXHIBIT 32.1

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
                    AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002


In connection with Florida Community Banks, Inc.'s ("Company")  Quarterly Report
on Form 10-Q/A for the period ended September 30, 2004  ("Report"),  each of the
undersigned certify that:

1.   The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.



Date:  November 15, 2004       By:   /s/ Stephen L. Price
                                  --------------------------------------------
                                  Stephen L. Price
                                  President and Chief Executive Officer



EXHIBIT 32.2

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
                    AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002


In connection with Florida Community Banks, Inc.'s ("Company")  Quarterly Report
on Form 10-Q/A for the period ended September 30, 2004  ("Report"),  each of the
undersigned certify that:

1.   The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.





Date:  November 15, 2004       By:   /s/ Thomas V. Ogletree
                                     ---------------------------------------
                                     Thomas V. Ogletree
                                     Chief Financial Officer


                                       30