UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    Form 10-Q


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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 April 23, 2004: 3,766,384

<PAGE>

                                    Form 10-Q

                          FLORIDA COMMUNITY BANKS, INC.

                                 March 31, 2004


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                           Page No.
Part 1 - Financial Information

  Item 1 - Consolidated Financial Statements (Unaudited)

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

           Consolidated Statements of Income For The Three Months Ended
              March 31, 2004 and 2003.....................................................................     4

           Consolidated Statement of Shareholders' Equity For The Three Months
              Ended March 31, 2004........................................................................     5

           Consolidated Statements of Cash Flows For The Three Months
              Ended March 31, 2004 and 2003...............................................................     6

           Notes to Consolidated Financial Statements.....................................................     7

  Item 2 - Management's Discussion and Analysis of
           Financial Condition and Results of Operations..................................................    12

  Item 3 - Quantitative and Qualitative Disclosures About Market Risk.....................................    18

  Item 4 - Controls and Procedures........................................................................    19

Part 2 - Other Information

  Item 1 - Legal Proceedings..............................................................................    20

  Item 6 - Exhibits and Reports on Form 8-K...............................................................    20

Signatures

Certifications of Periodic Financial Reports
</TABLE>

                                       2

<PAGE>

PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements

                          FLORIDA COMMUNITY BANKS, INC.

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                March 31, 2004 (Unaudited) and December 31, 2003
<TABLE>
<CAPTION>

                                                                                    March 31,
                                                                                      2004           December 31,
                                                                                   (Unaudited)           2003
Assets                                                                          ----------------  -----------------
<S>                                                                             <C>               <C>
   Cash and due from banks...................................................   $     18,372,887  $      15,897,716
   Federal funds sold........................................................         37,611,000         13,765,000
   Interest-bearing deposits with banks......................................          1,301,263            857,133
                                                                                ----------------  -----------------
       Cash and Cash Equivalents.............................................         57,285,150         30,519,849

Securities available for sale................................................          3,184,977          3,184,977
Securities held-to-maturity, fair value of $34,595,201 and $35,296,326.......         34,413,189         35,752,905

Loans, net of unearned income................................................        453,588,703        437,592,827
Allowance for loan losses....................................................         (8,419,086)        (8,066,817)
                                                                                ----------------  -----------------
       Net Loans.............................................................        445,169,617        429,526,010

Premises and equipment, net..................................................         12,693,823         12,767,507
Accrued interest.............................................................          2,769,580          2,709,102
Foreclosed real estate.......................................................          5,617,081          6,121,833
Deferred taxes, net..........................................................          3,322,365          3,162,883
Other assets.................................................................          1,589,322          1,762,640
                                                                                ----------------  -----------------

       Total Assets..........................................................   $    566,045,104  $     525,507,706
                                                                                ================  =================

Liabilities and Shareholders' Equity

Liabilities

Deposits
   Noninterest-bearing.......................................................   $     84,731,202  $      78,296,949
   Interest-bearing..........................................................        381,891,734        344,987,453
                                                                                ----------------  -----------------
       Total Deposits........................................................        466,622,936        423,284,402

Notes payable................................................................             20,456             21,698
Short-term borrowings........................................................            250,000          7,500,000
Federal Home Loan Bank advances..............................................         40,000,000         40,000,000
Subordinated debentures......................................................         10,310,000         10,310,000
Deferred compensation........................................................            358,685            372,870
Accrued interest.............................................................            978,275            858,783
Other liabilities............................................................          2,166,098          1,074,184
                                                                                ----------------  -----------------
       Total Liabilities.....................................................        520,706,450        483,421,937

Shareholders' Equity

     Common  stock - par value $.01 per  share,  10,000,000  shares  authorized,
     3,766,384  shares issued and  outstanding  at at March 31, 2004;  3,747,641
     shares issued and outstanding
     at December 31, 2003....................................................             37,664             37,476
   Paid-in capital...........................................................         17,147,377         16,680,061
   Retained earnings.........................................................         28,153,613         25,368,232
                                                                                ----------------  -----------------
       Total Shareholders' Equity............................................         45,338,654         42,085,769
                                                                                ----------------  -----------------

Total Liabilities and Shareholders' Equity...................................   $    566,045,104  $     525,507,706
                                                                                ================  =================
</TABLE>

               See notes to the consolidated financial statements

                                       3
<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.

                        CONSOLIDATED STATEMENTS OF INCOME

                   Three months Ended March 31, 2004 and 2003
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                           Three Months
                                                                                          Ended March 31,
                                                                                -----------------------------------
                                                                                      2004               2003
                                                                                ----------------  -----------------
Interest Income
<S>                                                                             <C>               <C>
   Interest and fees on loans................................................   $      8,649,618  $       7,844,759
   Interest and dividends
     Taxable securities......................................................            325,270            380,284
   Interest on federal funds sold and other interest income..................             82,570             78,991
                                                                                ----------------  -----------------
     Total Interest Income...................................................          9,057,458          8,304,034
                                                                                ----------------  -----------------

Interest Expense
   Interest on deposits......................................................          1,657,267          2,266,256
   Interest on borrowed funds................................................            514,324            552,007
                                                                                ----------------  -----------------
     Total Interest Expense..................................................          2,171,591          2,818,263
                                                                                ----------------  -----------------

Net Interest Income..........................................................          6,885,867          5,485,771

Provision for loan losses....................................................            300,000            300,000
                                                                                ----------------  -----------------

Net Interest Income After Provision for Loan Losses..........................          6,585,867          5,158,771

Noninterest Income
   Customer service fees.....................................................            488,064            422,632
   Insurance commissions.....................................................              3,368              2,325
   Other noninterest income..................................................            235,569            201,525
                                                                                ----------------  -----------------
       Total Noninterest Income..............................................            727,001            626,482
                                                                                ----------------  -----------------

Noninterest Expenses
   Salaries and employee benefits............................................          1,867,841          1,657,967
   Occupancy and equipment expense...........................................            432,826            368,146
   Other noninterest expenses................................................            547,131            531,119
                                                                                ----------------  -----------------
       Total Noninterest Expenses............................................          2,847,798          2,557,232
                                                                                ----------------  -----------------

Income before income taxes...................................................          4,465,070          3,255,021
Provision for income tax expense.............................................          1,679,690          1,226,341
                                                                                ----------------  -----------------

Net Income...................................................................   $      2,785,380  $       2,028,680
                                                                                ================  =================

Weighted Average Common Shares Outstanding - Basic...........................          3,756,086          3,747,641
Weighted Average Common Shares Outstanding - Diluted.........................          3,791,733          3,775,146

Basic Earnings Per Common Share..............................................   $           0.74  $            0.54
Diluted Earnings Per Common Share............................................               0.73               0.54
</TABLE>

               See notes to the consolidated financial statements

                                       4

<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                        Three months Ended March 31, 2004
                                   (Unaudited)



<TABLE>
<CAPTION>

                                                 Common            Paid-in          Retained
                                                  Stock            Capital          Earnings             Total
                                               ------------    -------------     --------------    ----------------

<S>                 <C> <C>                    <C>             <C>               <C>               <C>
Balance at December 31, 2003..............     $      37,476   $   16,680,061    $   25,368,232    $     42,085,769

Issuance of common stock..................               188          465,014                --             465,202

Issuance of stock options.................                --            2,303                --               2,303

Net income - Three months ended
   March 31, 2004.........................                --               --         2,785,380           2,785,380
                                               -------------   --------------    --------------    ----------------

Balance at March 31, 2004.................     $      37,664   $   17,147,378    $   28,153,612    $     45,338,654
                                               =============   ==============    ==============    ================
</TABLE>

               See notes to the consolidated financial statements

                                       5

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   Three months Ended March 31, 2004 and 2003
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                           Three Months
                                                                                          Ended March 31,
                                                                                -----------------------------------
                                                                                      2004               2003
                                                                                ----------------  -----------------

Operating Activities
<S>                                                                             <C>               <C>
   Net Income................................................................   $      2,785,380  $       2,028,680
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Provision for loan losses.............................................            300,000            300,000
       Depreciation, amortization, and accretion, net........................            226,417            119,672
       (Increase) decrease in accrued interest receivable....................            (60,478)           121,758
       Increase (decrease) in accrued interest payable.......................            119,492           (479,128)
       Other, net............................................................          1,089,984           (170,718)
                                                                                ----------------  -----------------
       Net Cash Provided By Operating Activities.............................          4,460,795          1,920,264
                                                                                ----------------  -----------------

Investing Activities
   Net decrease in held-to-maturity securities...............................          1,339,716          4,790,349
   Loans made to customers, net of repayments................................        (15,995,876)        (3,977,784)
   Proceeds from sale of other real estate owned.............................            504,752                 --
   Purchase of fixed assets..................................................            (96,580)          (960,272)
                                                                                ----------------  -----------------
       Net Cash Used In Investing Activities.................................        (14,247,988)          (147,707)
                                                                                ----------------  -----------------

Financing Activities
   Net increase in noninterest-bearing deposits..............................          6,434,253         19,809,810
   Net increase (decrease) in interest-bearing deposits......................         36,904,281        (26,324,301)
   Sale of common stock......................................................            465,202                 --
   Net decrease in borrowings................................................         (7,251,242)            (6,071)
                                                                                ----------------  -----------------
       Net Cash Provided By (Used In) Financing Activities...................         36,552,494         (6,520,562)
                                                                                ----------------  -----------------

Net Increase (Decrease) in Cash and Cash Equivalents.........................         26,765,301         (4,748,005)

Cash and Cash Equivalents at Beginning of Period.............................         30,519,849         58,834,665
                                                                                ----------------  -----------------

Cash and Cash Equivalents at End of Period...................................   $     57,285,150  $      54,086,660
                                                                                ================  =================
</TABLE>

               See notes to the consolidated financial statements

                                       6

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004


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  three-month  period  ended March 31,  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.

                                       7

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004

Note C - Income Taxes

The  effective tax rates of  approximately  37.6% and 37.7% for the three months
ended March 31, 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).

At  March  31,  2004,   the  Bank  had  no  net   unrealized   gains/losses   in
available-for-sale  securities,  which are reflected in the presented assets and
resulted in no change in shareholders' equity. There were no trading securities.


Note E - Shareholders' Equity

In December 2003,  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.



              [The remainder of this page intentionally left blank]

                                       8

<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004


Note G - Stock-Based Compensation

The Company adopted the 2002 Key Employee Stock Compensation Program under which
statutory  and  non-statutory  stock  options  may be  granted  to  certain  key
employees  to purchase up to 87,440  shares (as  adjusted  for stock  splits) at
various prices from $12.50 to $24.00 per share.  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.

<TABLE>
<CAPTION>

                                                                                             Three Months
                                                                                            Ended March 31
                                                                                    -------------------------------
                                                                                        2004              2003
                                                                                    -------------    --------------
<S>                                                                                 <C>              <C>
Net Income, as reported.........................................................    $   2,785,380    $    2,028,680

Add: Stock-based compensation expense included in net income,
   net of related taxes.........................................................            2,358             1,264

Deduct: Total stock-based employee compensation expense
   determined under the fair value method for all awards,
   net of related taxes.........................................................          (4,563)            (5,362)
                                                                                    ------------     --------------

Pro Forma Net Income............................................................    $   2,783,175    $    2,024,582
                                                                                    =============    ==============

Basic Earnings per Common Share
   As reported..................................................................    $        0.74    $        0.54
                                                                                    =============    =============
   Pro Forma....................................................................    $        0.74    $        0.54
                                                                                    =============    =============

Diluted Earnings per Common Share
   As reported..................................................................    $        0.73    $        0.54
                                                                                    =============    =============
   Pro Forma....................................................................    $        0.73    $        0.54
                                                                                    =============    =============
</TABLE>

                                       9

<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004


Note G - Stock-Based Compensation - continued

The following information relates to options outstanding under the plan at March
31, 2004.
<TABLE>
<CAPTION>

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

10/25/01 Options with an Exercise
<S>      <C>                                                   <C>       <C>   <C>          <C>              <C>
Price of $12.50......................................          66,240    10/25/11           7.57             39,744

01/17/03 Options with an Exercise
Price of $16.67......................................           7,200    01/17/13           8.81              2,880

12/22/03 Options with an Exercise
Price of $24.00......................................          14,000    12/22/13           9.73                 --
                                                       --------------                                   -----------

Total................................................          87,440                       8.01             42,624
                                                       ==============                                   ===========
</TABLE>

The following table presents the activity in the plan for the three months ended
March 31, 2004 and 2003:
<TABLE>
<CAPTION>

                                                                         Three Months Ended March 31,
                                                       ------------------------------------------------------------
                                                                    2004                          2003
                                                       -----------------------------  -----------------------------
                                                          Weighted                       Weighted
                                                           Average                        Average
                                                           Shares         Price           Shares         Price
                                                       --------------  -------------  -------------  --------------

<S>                    <C>                                     <C>     <C>                   <C>     <C>
Outstanding at January 1,............................          87,440  $       14.68         66,240  $        12.50
Granted..............................................              --           0.00          7,200           16.67
Forfeited............................................              --           0.00             --            0.00
Expired..............................................              --           0.00             --            0.00
                                                       --------------                 -------------

Outstanding at March 31,.............................          87,440          14.68         73,440           12.91
                                                       ==============                 =============

Exercisable at March 31,.............................          42,624          12.78         26,496           12.50
</TABLE>

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 many of the  commitments  are expected to expire without
being drawn upon, the total amounts 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.

                                       10

<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004

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

<TABLE>
<CAPTION>

                                                                                    March 31,        December 31,
                                                                                ----------------  -----------------
                                                                                      2004               2003
                                                                                ----------------  -----------------
<S>                                                                             <C>               <C>
Commitments to extend credit.................................................   $    121,240,000  $      99,186,000

Standby and commercial letters of credit.....................................          4,488,000          3,810,000
                                                                                ----------------  -----------------

Total commitments and contingencies..........................................   $    125,728,000  $     102,996,000
                                                                                ================  =================
</TABLE>


Note I - Subsequent Events

On April 22, 2004 the Board of Directors  declared a dividend payable on June 1,
2004, of $0.25 per share, to all shareholders of record as of May 20, 2004.


              [The remainder of this page intentionally left blank]

                                       11

<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.

                                 March 31, 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  March  31,  2004,  Form  10-Q,  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, 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

March 31, 2004 compared to December 31, 2003

The Bank continued its operations  concentrating  in the origination of loans in
southwestern Florida. As discussed more fully below, the most significant change
in earning  assets was  represented  by loan growth  during the first quarter of
2004. No significant  changes in operating goals or policies occurred during the
first quarter of 2004.

                                       12

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.

                                 March 31, 2004

Loans

Loans  comprised the largest  single  category of the Bank's  earning  assets on
March 31,  2004.  Loans,  net of unearned  income and  reserve for loan  losses,
totaled  81.1% of total  assets at March 31,  2004,  compared  to 83.3% of total
assets at December 31, 2003. During the quarter,  loans increased  approximately
$16  million,  a  significant  increase  in the growth rate that the Company has
experienced over the past two years. The Company  originated  approximately  $95
million  in loans or lines of  credit  during  the  first  quarter  of 2004.  In
contrast, during the first quarter of 2003, the Company originated approximately
$42 million in loans or lines of credit.  The higher loan  origination  activity
occurred  because loan demand  increased in the Company's  primary  market area,
likely  stimulated by lower level of interest  rates on loans.  Should  interest
rates increase in future periods, loan demand may slow.

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 Bank.  Investment  securities  and other  short-term
investments  increased  $24.3  million  during  the  first  quarter  of  2004 as
certificates of deposits increased $24.6 million,  with more modest increases in
other deposit categories.

Asset Quality

From  December 31, 2003 to March 31, 2004,  the Bank's  asset  quality  remained
satisfactory  as measured by three key ratios.  The ratio of loan loss allowance
to total  nonperforming  assets (defined as nonaccrual loans,  loans past due 90
days or greater,  restructured  loans,  nonaccruing  securities,  and other real
estate) improved from 47.0% to 105.9%. The percentage of nonperforming assets to
total assets improved from 3.27% to 1.40%,  and the percentage of  nonperforming
loans to total loans improved from 3.93% to 1.75%. These ratios were affected by
a $9.2 million decrease in nonperforming loans during the first quarter of 2004.
During the past three months,  nonperforming loans have decreased significantly,
due primarily to principal and interest payments on nonperforming  loans made by
borrowers from the proceeds of collateral  sales. In response to the decrease in
nonperforming   loans,   the   allowance  for  loan  losses  was  not  increased
significantly.  As a percent of loans the  allowance  was 1.84% at December  31,
2003, and 1.86% at March 31, 2004.

During the first  quarter of 2004,  recoveries on loans  previously  charged-off
exceeded the amount of loans charged-off by $52 thousand.

Deposits

Total deposits of $466.6  million at March 31, 2004,  represented an increase of
$43.3 million  (10.2%) from total  deposits of $423.3  million at year-end 2003.
The increase was  attributable  to growth in non-interest  bearing  deposits and
certificates  of deposit.  At March 31, 2004,  brokered  certificates of deposit
totaled  approximately  $129.8  million  and  Internet  certificates  of deposit
totaled approximately $8.1 million.

                                       13

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.

                                 March 31, 2004


Shareholders' Equity

Shareholders'  equity increased $3.3 million from December 31, 2003 to March 31,
2004,  due to retention of earnings  ($2.8 million) and sale of 18,743 shares of
common stock to the Employee  Stock  Ownership Plan ($435  thousand)  during the
first quarter of 2004. On March 31, 2004,  the Company and the Bank exceeded the
regulatory minimums and qualified as  well-capitalized  under the regulations of
the Federal Reserve System, the State of Florida, and the FDIC.

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 Bank's 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 Bank 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 for the Bank to meet the needs of its customer base,
but to maintain an appropriate  balance  between  interest-sensitive  assets and
interest-sensitive  liabilities  so that the Bank 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 Bank, 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  or principal  repayments  of  investment
securities.  Loans that mature in one year or less, equaled approximately $156.3
million  at March  31,  2004,  and  there  are  approximately  $5.4  million  of
investment securities interest and principal payments expected within one year.

The liability  portion of the balance sheet provides  liquidity through deposits
to various customers' interest-bearing and noninterest-bearing deposit accounts,
brokered and Internet  certificated  of deposit.  At March 31, 2004,  funds also
were  available  through  the  purchase  of  federal  funds  from  correspondent
commercial banks from available lines of up to an aggregate of $41.5 million and
credit  availability  at the  Federal  Home  Loan  Bank  of up to 15% of  assets
(approximately  $85  million) of which $45 million is available  and unused.  At
March 31, 2004,  the bank had unused  collateral  totaling  approximately  $24.2
million, thus limiting the advances potentially available to that amount.

Capital Resources

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

Bank regulatory authorities are placing increased emphasis on the maintenance of
adequate capital. In 1990, new risk-based capital requirements became effective.
The guidelines take into consideration  risk

                                       14

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.

                                 March 31, 2004


factors, as defined by regulators, associated with various categories of assets,
both on and off the balance sheet.  Under the  guidelines,  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  less  goodwill  plus  qualifying  Trust  Preferred
securities issued,  amounted to $55.3 million at March 31, 2004. Tier II capital
components include  supplemental capital components such as qualifying allowance
for loan losses and qualifying  subordinated  debt. Tier I capital plus the Tier
II capital  components are referred to as Total Risk-Based capital and was $61.8
million at March 31, 2004.

The Bank's current  capital  positions  also exceed the  regulatory  guidelines.
Management  has reviewed  and will  continue to monitor the Bank's asset mix and
product pricing, and the loan loss allowance,  which are the areas determined to
be most affected by these new requirements.


RESULTS OF OPERATIONS

Three months ended March 31, 2004 and 2003

Summary

Net earnings of the Company for the three  months ended March 31, 2004,  totaled
$2,785,380  compared to $2,028,680  for the same period in 2003,  representing a
37.3%  increase.  The increase was due  principally  to the  increased  interest
income ($753  thousand) and lower interest  expense ($647  thousand),  partially
offset by higher  operating  expenses ($290  thousand).  As explained more fully
below,  the increase in interest income was due to an increase in both rates and
average  volume of loans while the  decrease  in interest  expense was caused by
higher volume more than offset by lower rates on interest-bearing deposits.

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
net income.  Net interest  income  during the three months ended March 31, 2004,
increased $1.4 million  (27.7%) from the same period in 2003. This increased was
due primarily to higher loan interest and lower deposit interest. Both loans and
deposits  experienced  increased volume.  Earning assets averaged $507.0 million
during the first  quarter of 2004 compared to $482.0  million in 2003,  with the
increase   due  to  higher  loan  and  federal   funds  sold   volume.   Average
interest-bearing  liabilities  increased  from $405.7  million  during the first
quarter  of 2003 to $407.0  million  during  the same  period in 2004.  Interest
bearing checking accounts (money market and NOW accounts) averaged $11.5 million
higher in 2004 compared to the first  quarter of 2003  reflecting an increase of
11.7%,  as did average  certificates  of deposit (up $12.8  million)  increasing
5.7%.

The Bank was in an  interest  sensitive  position  during  2003 and 2002  with a
larger  dollar  amount of  interest-earning  assets  subject to  repricing  than
interest-bearing  liabilities.  Therefore, during 2002 when rates were generally
declining,  the Bank's loan and investment  portfolios rapidly repriced at lower
rates.  By the  first  quarter  of 2003  through  the  first  quarter  of  2004,
significant  rate  declines on  deposits  continued  while the rate  declines on
earning assets began to slow. The net effect was an increase in the net interest
margin from 4.64% in first quarter of 2003 to 5.15% in 2004.

                                       15

<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.

                                 March 31, 2004

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  nonaccruing  and past due
loans.  The  provision  for loan losses was  $300,000 for the three months ended
March 31, 2004 and March 31, 2003, respectively. Recoveries exceeded charge-offs
by approximately $52 thousand and $103 thousand for the three months ended March
31,  2004 and 2003,  respectively.  The  reserve for loan losses as a percent of
outstanding loans, net of unearned income, was 1.86% at March 31, 2004, compared
to 1.84% at year-end 2003.

Noninterest Income

Noninterest  income for the three  months  ended March 31,  2004,  was  $727,001
compared to  $626,482  for the same  period of 2003,  an increase of 16.0%.  The
increase  was  primarily  due to an  increase in  customer  service  fees of $65
thousand.  During  2004,  the Bank earned  increased  fees for cash  provided to
customers and for certain services due primarily to volume.

Noninterest Expenses

Noninterest  expenses  for the  three  months  ended  March  31,  2004,  totaled
$2,847,798  reflecting  an 11.4%  increase  from the same  period  of 2003.  The
primary  components of noninterest  expenses are salaries and employee benefits,
which  increased  $210  thousand  for the three  months  ended  March 31,  2004,
compared to the same period in 2003,  caused by  additional  branch and mortgage
brokerage staff members.

Income Taxes

The provision  for income taxes of  $1,679,690  for the three months ended March
31, 2004,  increased  $453 thousand  compared to the same period of 2003, due to
higher pre-tax income.  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.



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                                       16

<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.

                                 March 31, 2004


Other Accounting Issues

In  December  2003,  the  AICPA  issued  Statement  of  Position  ("SOP")  03-3,
Accounting for Certain Loans or Debt Securities Acquired in a Transfer.  The SOP
addresses  accounting for differences  between  contractual  cash flows and cash
flows expected to be collected from an investor's initial investment in loans or
debt  securities  (loans)  acquired  in a  transfer  if  those  differences  are
attributable, at least in part, to credit quality. It includes loans acquired in
business  combinations and applies to all  nongovernmental  entities,  including
not-for-profit organizations.  The SOP does not apply to loans originated by the
entity.  The SOP is effective for loans acquired in fiscal years beginning after
December 15, 2004. Management does not expect the adoption of SOP 03-3 to have a
significant impact on the Company's financial statements.

In December 2003, the AICPA issued Statement of Position ("SOP") 03-4, Reporting
Financial  Highlights and Schedule of Investments  by  Nonregistered  Investment
Partnerships:  An  Amendment  to SOP  95-2,  Financial  Reporting  By  Nonpublic
Investment  Partnerships.  The SOP will provide guidance on reporting  financial
highlights   and   schedule  of   investments   by   nonregistered   investments
partnerships.  The SOP is effective for annual financial  statements  issued for
fiscal  years  ending  after  December  15,  2003,  and  for  interim  financial
statements  issued after  initial  application.  However,  the  provisions  that
require certain  nonregistered  investment  partnerships to compute and disclose
internal  rate of return  would be  effective  for annual  financial  statements
issues for fiscal years beginning after December 15, 2003. The management of the
Company is still  assessing  this statement but does not anticipate the adoption
of  SOP  03-4  will  have  a  significant  impact  on  the  Company's  financial
statements.

In March 2004, the SEC issued Staff Accounting Bulletin ("SAB") 105, Application
of Accounting  Principles to Loan Commitments to inform  registrants of the fair
value of the recorded loan  commitments,  that are required to follow derivative
accounting  under SFAS 133,  Accounting for Derivative  Instruments  and Hedging
Activities.  This SAB also requires the registrant to disclose their  accounting
policy for loan  commitments  pursuant  to APB No.  22,  including  methods  and
assumptions  used to  estimate  fair  market  value and any  associated  hedging
strategies,  as required  by SFAS 107.  The  provisions  of this  statement  are
effective for loan  commitments  accounted for as  derivatives  that are entered
into after March 31, 2004. Management does not expect the adoption of SAB 105 to
have a significant impact on the Company's financial statements.


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                                       17
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.

                                 March 31, 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 Bank's primary market risk arises from the possibility  that
interest rates may change  significantly and affect the fair value of the Bank's
financial instruments (also known as interest rate risk).

The primary  objective of  Asset/Liability  Management  at the Bank 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
Bank'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 Bank.

The Bank 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  Bank'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.


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                                       18
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.

                                 March 31, 2004


As of March 31, 2004, the Bank's simulation  analysis indicated that the Bank is
at greatest  risk in a  decreasing  interest  rate  environment.  The table that
follows  depicts  the  results of the  simulation  assuming  one and two percent
decreases and increases in market interest rates.

<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.........................................  $    452,210    $     444,366    $     455,549    $      440,020
   Deposits in banks.............................         1,309            1,293            1,317             1,285
   Federal funds sold............................        37,611           37,611           37,611            37,611
   Securities....................................        35,196           33,824           35,738            32,937
                                                   ------------    -------------    -------------    --------------
     Total Interest Earning Assets...............       526,326          517,094          530,215           511,853
                                                   ------------    -------------    -------------    --------------
Interest Bearing Liabilities:
   Deposits - Savings and demand.................       146,152          144,360          147,048           143,464
   Deposits - Time...............................       239,639          233,629          242,644           230,624
   Other borrowings..............................        41,062           38,937           42,125            37,785
                                                   ------------    -------------    -------------    --------------
     Total Rate Sensitive Liabilities............       426,853          416,926          431,817           411,873
                                                   ------------    -------------    -------------    --------------
Net Difference in Fair Value.....................  $     99,473    $     100,168    $      98,398    $       99,980
                                                   ============    =============    =============    ==============
Change in Net Interest Income....................  $       (415)   $         304    $        (805)   $          573
                                                   ============    =============    =============    ==============
</TABLE>


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 Securities  Exchange Act Rule 13a-15. The evaluation was
performed  under  the  supervision  and with the  participation  of  management,
including the chief executive officer and the chief financial officer, within 90
days prior to the date of the  filing of this  quarterly  report.  Based on this
evaluation,  the chief  executive  officer  and  chief  financial  officer  have
concluded that the disclosure  controls and procedures are effective in ensuring
that all material  information required to be disclosed in this quarterly report
has been communicated to them in a manner  appropriate to allow timely decisions
regarding required disclosure.

Changes in internal controls

Subsequent to the date of their evaluation, there were no significant changes in
internal  controls or other  factors that could  significantly  affect  internal
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.

                                       19

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.

                                 March 31, 2004

PART 2 - 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 6  - Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>

Exhibit No.                                               Exhibit                                          Page
--------- ----------------------------------------------------------------------                          ------

     (a)  Financial Statements, Financial Schedules and Exhibits.

<S>  <C>                                                           <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).

                                       20

<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.

                                 March 31, 2004


Exhibit No.                                               Exhibit                                          Page
--------- ----------------------------------------------------------------------                          ------

     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  June 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).

     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                                             23

     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).                                      24

     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).                                      25

     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.                                                                                              26

     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.                                                                                              26

     (b)  Reports on Form 8-K

     On January 21, 2004 Florida Community Banks, Inc. filed a current report on
     Form 8-K in which it furnished a press  release  announcing  its  financial
     results  for  the  year-ended  December  31,  2004,  pursuant  to Item 12 -
     Disclosure of Results of Operations  and Financial  Condition in accordance
     with Guidelines issued by the Securities and Exchange Commission in Release
     33-8216. A copy of this press release, dated January 21, 2004, was attached
     as an exhibit to the current report on Form 8-K.
</TABLE>

                                       21

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.

                                 March 31, 2004


                                   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                                  May 14, 2004
   -------------------------------------                   ---------------------
   Stephen L. Price                                        Date
   President and Chief Executive Officer



By:  /s/ Thomas V. Ogletree                                May 14, 2004
   -------------------------------------                   ---------------------
   Thomas V. Ogletree                                      Date
   Chief Financial Officer

                                       22

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.

                                 March 31, 2004


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  periods  ended  March 31, 2004 and 2003.
Average shares  outstanding  have been  retroactively  adjusted on an equivalent
share basis for the stock split as  discussed  in the notes to the  consolidated
financial statements.

<TABLE>
<CAPTION>

                                                                                             Three Months
                                                                                            Ended March 31
                                                                                    -------------------------------
                                                                                        2004              2003
                                                                                    -------------    --------------
Basic Earnings Per Share:
<S>                                                                                 <C>              <C>
   Net income...................................................................    $   2,785,380    $    2,028,680
                                                                                    =============    ==============

   Earnings on common shares....................................................    $   2,785,380    $    2,028,680
                                                                                    =============    ==============

   Weighted average common shares
     outstanding - basic........................................................        3,756,086         3,747,641
                                                                                    =============    ==============

   Basic earnings per common share..............................................    $        0.74    $         0.54
                                                                                    =============    ==============

Diluted Earnings Per Share:
   Net income...................................................................    $   2,785,380    $    2,028,680
                                                                                    =============    ==============

   Earnings on common shares....................................................    $   2,785,380    $    2,028,680
                                                                                    =============    ==============


   Weighted average common shares
     outstanding - diluted......................................................        3,791,733         3,775,146
                                                                                    =============    ==============

   Diluted earnings per common share............................................    $        0.73    $         0.54
                                                                                    =============    ==============
</TABLE>

                                       23
<PAGE>


EXIHIBIT 31.1


                    CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER

     I, Stephen L. Price, certify that:

1.   I have reviewed  this  quarterly  report on Form 10-Q 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:  May 14, 2004       By:   /s/  Stephen L. Price
                            ----------------------------------------------------
                            Stephen L. Price, President, Chief Executive Officer
                            and Chairman of the Board of Directors

                                       24

<PAGE>

EXIHIBIT 31.2


                    CERTIFICATIONS OF CHIEF FINANCIAL OFFICER

     I, Thomas V. Ogletree, certify that:

1.   I have reviewed  this  quarterly  report on Form 10-Q 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:  May 14, 2004       By:   /s/  Thomas V. Ogletree
                            ----------------------------------------------------
                            Thomas V. Ogletree
                            Chief Financial Officer

                                       25

<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 for the  period  ended  March  31,  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:   May 14, 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 on Form
10-Q for the period  ended March 31, 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:   May 14, 2004                     By:   /s/ Thomas V. Ogletree
                                           -------------------------------------
                                           Thomas V. Ogletree
                                           Chief Financial Officer

                                       26