FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

         (Mark One)
 X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---     EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2002

                                       OR

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

        For the transition period from _____ to _____

                         Commission File Number 0-24683

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

                 FLORIDA                                         58-2364573
        (State or other jurisdiction of                      (I.R.S. Employer
          incorporation or organization)                     Identification No.)

                          5210 BELFORT ROAD, SUITE 310
                                JACKSONVILLE, FL
                                      32256
                    (Address of principal executive offices)

                                 (904) 332-7770
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ___

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

        Title                                  Outstanding
        COMMON STOCK, $.01 PAR VALUE           OUTSTANDING AT SEPTEMBER 30, 2002
        PER SHARE                              6,751,420



<PAGE>


<TABLE>
PART I.  Financial Information
Item 1.  Financial Statements
FLORIDA BANKS, INC.
CONDENSED BALANCE SHEETS  (Unaudited)
-------------------------------------------------------------------------------------------------------------------
                                                                                September 30,          December 31,
ASSETS                                                                              2002                  2001

<S>                                                                             <C>                  <C>
CASH AND DUE FROM BANKS                                                         $ 30,590,467         $   19,332,159
FEDERAL FUNDS SOLD AND REPURCHASE AGREEMENTS                                      76,465,000             54,657,000
                                                                                ------------         --------------
           Total cash and cash equivalents                                       107,055,467             73,989,159
INVESTMENT SECURITIES:
  Available for sale, at fair value (cost $45,938,056  and $33,562,507
    at September 30, 2002 and  December 31, 2001)                                 46,796,983             33,954,045
  Held to maturity, at cost (fair value $558,871 and $2,934,245
    at September 30, 2002 and  December 31, 2001)                                    551,638              2,867,163
  Other investments                                                                2,253,350              2,064,550
                                                                                ------------         --------------
           Total investment securities                                            49,601,971             38,885,758
LOANS:
  Commercial real estate                                                         289,837,209            210,373,284
  Commercial                                                                     159,496,235            142,910,691
  Residential mortgage                                                            22,050,991             22,308,820
  Consumer                                                                        41,004,553             23,158,053
  Credit card and other loans                                                      2,290,457              2,911,884
                                                                                ------------         --------------
           Total loans                                                           514,679,445            401,662,732
  Allowance for loan losses                                                       (6,384,650)            (4,692,216)
  Net deferred loan fees                                                            (471,131)              (218,821)
                                                                                ------------         --------------
           Net loans                                                             507,823,664            396,751,695
PREMISES AND EQUIPMENT, NET                                                        5,411,999              3,361,882
ACCRUED INTEREST RECEIVABLE                                                        2,354,383              1,722,746
DEFERRED INCOME TAXES, NET                                                         3,288,869              4,016,786
DERIVATIVE INSTRUMENTS                                                             2,649,634                279,784
OTHER REAL ESTATE OWNED                                                            3,187,348              2,777,827
OTHER ASSETS                                                                         497,100                537,588
                                                                                ------------         --------------
TOTAL ASSETS                                                                    $681,870,435         $  522,323,225
                                                                                ============         ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
DEPOSITS:
  Noninterest-bearing demand                                                    $ 74,720,584         $   99,899,425
  Interest-bearing demand                                                         49,226,495             19,164,133
  Regular savings                                                                 63,925,493             64,338,080
  Money market accounts                                                           22,415,092             6,342,009
  Time $100,000 and over                                                         269,493,975            194,016,109
  Other time                                                                      83,064,794             67,489,519
                                                                                ------------         --------------
          Total deposits                                                         562,846,433            451,249,275
REPURCHASE AGREEMENTS SOLD                                                        42,098,751             4,495,547
OTHER BORROWED FUNDS                                                              10,308,781             9,714,692
ACCRUED INTEREST PAYABLE                                                           2,566,281              2,863,882
ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                              3,092,724              2,038,795
                                                                                ------------         --------------
          Total liabilities                                                      620,912,970            470,362,191
                                                                                ------------         --------------
COMPANY OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES                     13,537,016             5,819,000
                                                                                ------------         --------------
   OF SUBSIDIARY TRUST
SHAREHOLDERS' EQUITY:
  Series B Preferred Stock, $68.00 par value, 1,000,000 shares authorized,
102,283 shares issued and outstanding at December 31, 2001                                                6,955,244
  Common stock, $.01 par value; 30,000,000 shares authorized;
    7,053,620  and 5,979,860 shares issued, respectively                              70,537                 59,799
  Additional paid-in capital                                                      54,099,061             46,828,142
  Accumulated deficit (deficit of $8,434,037
     eliminated upon quasi-reorganization on December 31, 1995)                   (5,418,664)            (6,079,156)
  Treasury stock 302,200 shares at cost                                           (1,866,197)            (1,866,197)
  Accumulated other comprehensive income, net of tax                                 535,712                244,202
                                                                                ------------         --------------
          Total shareholders' equity                                              47,420,449             46,142,034
                                                                                ------------         --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                      $681,870,435         $  522,323,225
                                                                                ============         ==============
</TABLE>

See notes to condensed financial statements.

                                      -2-
<PAGE>


FLORIDA BANKS, INC.
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
                                                                           Three-Month Period Ended        Nine-Month Period Ended
                                                                                September 30,                  September 30,
                                                                           ------------------------        -----------------------

                                                                            2002            2001           2002            2001
                                                                           -----            ----           ----            ----

<S>                                                                    <C>             <C>             <C>             <C>
 INTEREST INCOME:
   Loans, including fees                                               $  8,208,741    $  7,022,541    $ 23,386,476    $ 20,432,642
   Investment securities                                                    570,382         696,435       1,716,879       2,050,150
   Federal funds sold                                                       287,774         303,339         647,361         834,555
                                                                       ------------    ------------    ------------    ------------
           Total interest income                                          9,066,897       8,022,315      25,750,713      23,317,347
                                                                       ------------    ------------    ------------    ------------

 INTEREST EXPENSE:
   Deposits                                                               3,899,450       3,711,474      10,839,723      11,413,299
   Repurchase agreements                                                    128,367         272,910         379,825       1,014,244
   Borrowed funds                                                            98,299          87,942         323,402         276,576
                                                                       ------------    ------------    ------------    ------------

           Total interest expense                                         4,126,116       4,072,326      11,542,950      12,704,119
                                                                       ------------    ------------    ------------    ------------

 NET INTEREST INCOME                                                      4,940,781       3,949,989      14,207,763      10,613,228

 PROVISION FOR LOAN LOSSES                                                  699,286         820,257       2,107,236       1,443,670
                                                                       ------------    ------------    ------------    ------------

 NET INTEREST INCOME AFTER
    PROVISION FOR LOAN LOSSES                                             4,241,495       3,129,732      12,100,527       9,169,558
                                                                       ------------    ------------    ------------    ------------

 NONINTEREST INCOME:
   Service fees                                                             431,390         336,020       1,200,908         851,600
   Gain (loss) on sale of available for sale investment  securities          (3,967)         73,988          (3,967)         73,976
   Gain on sale of loans                                                     42,888          42,888
   Other noninterest income                                                 284,778         180,999         621,015         387,782
                                                                       ------------    ------------    ------------    ------------

                                                                            755,089         591,007       1,860,844       1,313,358
                                                                       ------------    ------------    ------------    ------------
 NONINTEREST EXPENSES:
   Salaries and benefits                                                  2,799,217       2,154,002       7,510,262       6,318,970
   Occupancy and equipment                                                  532,467         460,054       1,505,757       1,323,426
   Data processing                                                          224,260         179,484         621,456         510,931
   Dividends on preferred security of subsidiary trust                      205,126         428,866
   Other                                                                    817,120         573,296       2,414,724       1,777,182
                                                                       ------------    ------------    ------------    ------------

                                                                          4,578,190       3,366,836      12,481,065       9,930,509
                                                                       ------------    ------------    ------------    ------------
 INCOME  BEFORE PROVISION
   FOR INCOME TAXES                                                         418,394         353,903       1,480,306         552,407

 PROVISION FOR INCOME TAXES                                                 152,950         133,930         557,039         208,895
                                                                       ------------    ------------    ------------    ------------

 NET INCOME                                                            $    265,444    $    219,973    $    923,267    $    343,512
                                                                       ============    ============    ============    ============

PREFERRED STOCK DIVIDENDS                                                                  (127,373)       (140,058)       (127,373)
                                                                       ------------    ------------    ------------    ------------

 NET INCOME APPLICABLE TO COMMON SHARES                                $    265,444    $     92,600    $    783,209    $    216,139
                                                                       ============    ============    ============    ============

 INCOME PER COMMON SHARE:
   Basic                                                               $       0.04    $       0.02    $       0.12    $       0.04
                                                                       ============    ============    ============    ============
   Diluted                                                             $       0.04    $       0.02    $       0.12    $       0.04
                                                                       ============    ============    ============    ============
</TABLE>

 See notes to condensed financial statements.

                                      -3-
<PAGE>

FLORIDA BANKS, INC.
CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY  (Unaudited)
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------

                                            Preferred Stock       Common Stock      Additional
                                          ----------------------------------------   Paid-In    Accumulated   Treasury
                                          Shares    Par Value    Shares  Par Value   Capital      Deficit       Stock

<S>                                                            <C>        <C>       <C>          <C>          <C>
BALANCE, JANUARY 1, 2001                                       5,929,751  $59,298   $46,750,329  $(6,760,222) $(1,506,836)
Comprehensive income:

Net Income                                                                                           808,439
Unrealized gain on available for sale
   investment securities,
     net of tax of $160,168

Comprehensive income
Issuance of common stock to Employee

Stock Purchase Plan                                                50,109     501       226,587

Issuance of Series B Preferred Stock      102,283  $ 6,955,244                         (148,774)

Series B Preferred Stock Dividends Paid                                                             (127,373)

Purchase of treasury stock                                                                                       (359,361)
                                          _______  ___________  _________  ______   ___________  ___________  ___________

BALANCE, JANUARY 1, 2002                  102,283    6,955,244  5,979,860  59,799    46,828,142   (6,079,156)  (1,866,197)
Comprehensive income:

Net Income                                                                                           923,267
Unrealized gain on available for sale
   investment securities,
     net of tax of $337,502

Comprehensive income
Issuance of common stock to Employee

Stock Purchase Plan                                                41,133     412       210,359

Series B Preferred Stock Dividends Paid                                                             (262,775)
Conversion of Series B Preferred
   Stock to Common                       (102,283)  (6,955,244) 1,022,830  10,228     6,945,015

Exercise of stock options and
   issue of stock grants                                            9,797      98       115,545
                                          _______  ___________  _________ _______   ___________  ___________  ___________

BALANCE, September 30, 2002  (Unaudited)        -  $         -  7,053,620 $70,537   $54,099,061  $(5,418,664) $(1,866,197)
                                          =======  ===========  ========= =======   ===========  ===========  ===========





                                                        Accumulated
                                                          Other
                                                      Comprehensive
                                                      (loss) income
                                                        Net of Tax     Total




BALANCE, JANUARY 1, 2001                                $ 13,870    $38,556,439
Comprehensive income:

Net Income                                                              808,439
Unrealized gain on available for sale
   investment securities,
     net of tax of $160,168                              230,332        230,332

Comprehensive income                                                  1,038,771
Issuance of common stock to Employee

Stock Purchase Plan                                                     227,088

Issuance of Series B Preferred Stock                                  6,806,470

Series B Preferred Stock Dividends Paid                                (127,373)

Purchase of treasury stock                                             (359,361)
                                                        ________    ___________

BALANCE, JANUARY 1, 2002                                 244,202     46,142,034
Comprehensive income:

Net Income                                                              923,267
Unrealized gain on available for sale
   investment securities,
     net of tax of $337,502                              291,510        291,510
                                                                    ___________

Comprehensive income                                                  1,214,777
Issuance of common stock to Employee

Stock Purchase Plan                                                     210,771

Series B Preferred Stock Dividends Paid                                (262,775)
Conversion of Series B Preferred
   Stock to Common

Exercise of stock options and
   issue of stock grants                                                115,643
                                                        ________    ___________

BALANCE, September 30, 2002  (Unaudited)                $535,712    $47,420,449
                                                        ========    ===========
</TABLE>

See notes to condensed financial statements.

                                      - 4 -
<PAGE>

FLORIDA BANKS, INC.
CONDENSED STATEMENTS OF CASH FLOWS  (Unaudited)
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        Nine-Month Period Ended
                                                                                                              September 30,
                                                                                                  ----------------------------------
OPERATING ACTIVITIES:                                                                                    2002              2001
                                                                                                  ----------------------------------
<S>                                                                                               <C>                 <C>
  Net income                                                                                      $     923,267       $     343,512
  Adjustments to reconcile net income to net cash provided by operating activities:
      Depreciation and amortization                                                                     579,343             569,660
      Reinvested dividends on investment securities                                                    (116,826)
      Deferred income tax provision                                                                     537,751             208,894
      Loss on disposition of furniture and equipment                                                     14,518
      Amortization of premium on investments, net                                                       (37,177)           (227,180)
      Amortization of premium on loans                                                                   95,356
      Loss (gain) on sale of securities                                                                   3,967             (73,976)
      Provision for loan losses                                                                       2,107,236           1,443,670
      Loss on foreign currency translation                                                               41,675
      Gain on derivative instruments                                                                    (43,056)            (31,654)
      Increase in accrued interest receivable                                                          (631,637)           (119,861)
      (Decrease) increase in accrued interest payable                                                  (297,601)            253,620
      Decrease (increase) in other assets                                                                40,488              55,296
      Increase in other liabilities                                                                   1,053,929             538,283
                                                                                                  -------------       -------------
           Net cash provided by operating activities                                                  4,256,715           2,974,782
                                                                                                  -------------       -------------
INVESTING ACTIVITIES:
  Proceeds from sales, paydowns and maturities of investment securities:
    Available for sale                                                                               16,271,660          12,196,782
    Held to maturity                                                                                  2,360,879           3,579,079
  Purchases of investment securities:
    Available for sale                                                                              (28,528,240)         (9,985,910)
    Held to maturity                                                                                 (3,361,015)
    Other investments                                                                                  (188,800)           (355,900)
  Net increase in loans                                                                            (113,968,736)        (75,685,755)
  Proceeds from sale of other real estate owned                                                         242,979
  Purchases of premises and equipment                                                                (2,629,460)           (586,408)
                                                                                                  -------------       -------------
           Net cash used in investing activities                                                   (126,439,718)        (74,199,127)
                                                                                                  -------------       -------------
FINANCING ACTIVITIES:
  Net increase in demand deposits, money market accounts and savings accounts                        20,754,787          27,893,750
  Net increase in time deposits                                                                      88,726,347          42,940,995
  Increase in repurchase agreements                                                                  37,603,204          15,010,827
  (Decrease) increase in borrowed funds                                                              (2,405,911)          2,482,935
  Proceeds from FHLB advances                                                                         3,000,000
  Proceeds from exercise of stock options and issuance of stock grants                                  115,643
  Purchase of treasury stock                                                                                               (241,411)
  Proceeds from sale of Series B preferred stock                                                                          6,817,669
  Preferred dividends paid                                                                             (262,775)
  Proceeds from issuance of trust preferred securities, net                                           7,718,016
                                                                                                  -------------       -------------
           Net cash provided by financing activities                                                155,249,311          94,904,765
                                                                                                  -------------       -------------
 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                33,066,308          23,680,420
CASH AND CASH EQUIVALENTS:
  Beginning of period                                                                                73,989,159          43,687,964
                                                                                                  -------------       -------------

  End of period                                                                                   $ 107,055,467       $  67,368,384
                                                                                                  =============       =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid for interest                                                                        $  11,840,551       $  12,450,499
                                                                                                  =============       =============
NONCASH FINANCING ACTIVITIES:
Proceeds from demand deposits used to purchase shares of
     common stock under Employee Stock Purchase Plan                                              $     210,771       $     227,088
                                                                                                  =============       =============
</TABLE>

See notes to condensed financial statements.



                                     - 5 -
<PAGE>



FLORIDA BANKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE-MONTH PERIODS ENDED
SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)
--------------------------------------------------------------------------------


1.    BASIS OF PRESENTATION

      Florida Banks,  Inc. (the "Company") was incorporated  October 15, 1997 to
      become a bank holding  company and acquire  First  National  Bank of Tampa
      (the "Bank").  On August 4, 1998, the Company completed its initial public
      offering and its merger (the "Merger") with the Bank pursuant to which the
      Bank was merged with and into  Florida  Bank No. 1, N.A.,  a  wholly-owned
      subsidiary of the Company, and renamed Florida Bank, N.A.

      The condensed  financial  statements have been prepared in accordance with
      the  rules and  regulations  of the  Securities  and  Exchange  Commission
      related  to  interim  financial  statements.   These  unaudited  condensed
      financial statements do not include all disclosures provided in the annual
      financial statements. The condensed financial statements should be read in
      conjunction with the financial  statements and notes thereto  contained in
      the Company's Annual Report to Shareholders incorporated by reference into
      the  Company's  Form  10-K for the  year  ended  December  31,  2001.  All
      adjustments  of a  normal  recurring  nature  which,  in  the  opinion  of
      management,  are  necessary  to fairly  present the results of the interim
      periods  have  been  made.  Results  of  operations  for  the  three-  and
      nine-month   periods  ended   September  30,  2002,  are  not  necessarily
      indicative of the results to be expected for the full year.

      The consolidated  financial statements include the accounts of the Company
      and  its   subsidiaries.   All  significant   intercompany   balances  and
      transactions have been eliminated in consolidation.

2.    EARNINGS PER COMMON SHARE

      The  following  is  a  reconciliation  of  the  denominator  used  in  the
      computation of basic and diluted earnings per common share.

<TABLE>
                                            Three-Month Period Ended           Nine-Month Period Ended
                                                  September 30,                     September 30,
                                         --------------------------------   -------------------------------
                                              2002             2001             2002             2001
                                         ---------------  ---------------   --------------   --------------

<S>                                         <C>              <C>               <C>              <C>
Weighted average number of common
  shares outstanding - Basic                6,751,156        5,726,851         6,335,832        5,709,203

Incremental shares from the assumed
  conversion of stock options                  97,729            1,514            85,233            2,531
                                            ---------        ---------         ---------        ---------

Total - Diluted                             6,848,885        5,728,365         6,421,065        5,711,734
                                            =========        =========         =========        =========
</TABLE>


      The  incremental  shares from the assumed  conversion of stock options for
      the three- and nine-month  periods ended  September 30, 2002 and 2001 were
      determined  using the  treasury  stock  method,  under  which the  assumed
      proceeds  were equal to (1) the amount that the Company would receive upon
      exercise of the options  plus (2) the amount of tax benefit  that would be
      credited to additional  paid-in capital assuming  exercise of the options.
      The assumed proceeds are used to purchase outstanding common shares at the
      Company's average market value for the period.  The convertible  preferred


                                     - 6 -
<PAGE>


FLORIDA BANKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE-MONTH PERIODS ENDED
SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)  (Continued)
--------------------------------------------------------------------------------


      stock outstanding at September 30, 2001 was considered to be anti-dilutive
      and is therefore  excluded from the  computation  of diluted  earnings per
      share.

3.    DERIVATIVE INSTRUMENTS

      The Company  adopted  Statement of  Accounting  Standards  (SFAS) No. 133,
      Accounting for Derivative Instruments and Hedging Activities,  as amended,
      on January 1, 2001. This statement requires all derivative  instruments to
      be recorded on the balance sheet at fair value.

      The following  instruments  qualify as  derivatives as defined by SFAS No.
      133:

                                                    September 30, 2002
                                           -------------------------------------
                                           Contract/Notional         Fair
                                                Amount               Value

      Interest rate swap agreements        $ 42,500,000          $ 2,584,240
      Foreign currency swap agreements     $  2,000,000          $    65,394


      Interest  rate swap  agreements  at  September  30, 2002  consist of seven
      agreements,  which  effectively  convert  the  interest  rate  on  certain
      certificates  of  deposit  from a fixed  rate to a  variable  rate to more
      closely match the interest rate  sensitivity  of the Company's  assets and
      liabilities.  The Company has designated  and assessed the  derivatives as
      highly  effective  fair value  hedges,  as defined  by SFAS No.  133.  The
      Company  recognized  losses of $0 and $49,643 during the  three-month  and
      nine-month  periods ended September 30, 2002 as a result of changes in the
      fair value of loan  participation  agreements,  which  contained  imbedded
      derivatives at December 31, 2001, and were no longer in place at September
      30, 2002.  Additionally,  the Company entered into a foreign currency swap
      agreement  during the first quarter of 2001.  This swap agreement does not
      qualify for hedge accounting under SFAS No. 133. Accordingly,  all changes
      in the fair value of the foreign  currency swap agreement are reflected in
      the earnings of the Company.  The Company  recognized gains of $34,855 and
      $17,506 during the three-month and nine-month  periods ended September 30,
      2002 as a result of  changes  in the fair  value of the  foreign  currency
      agreement and the related translation adjustment.

4.    PREFERRED STOCK

      On June 29, 2001,  the Company issued 100,401 shares of Series B Preferred
      stock. On July 24, 2001, the Company issued an additional  1,882 shares of
      Series B Preferred  Stock.  All Series B Preferred  shares were issued for
      $68.00  per share  through a private  placement.  On April 16,  2002,  all
      102,283 shares of Series B Preferred  stock  automatically  converted into
      1,022,830  shares of common stock as a result of the average closing price
      of the Company's  common stock being above $8.00 for the period from March
      4, 2002 through April 15, 2002.


                                     - 7 -
<PAGE>

FLORIDA BANKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE-MONTH PERIODS ENDED
SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)  (Continued)
--------------------------------------------------------------------------------


5.    RECENT ACCOUNTING PRONOUNCEMENTS

      In July of 2001, the Financial  Accounting Standards Board ("FASB") issued
      Statement of Financial  Accounting  Standards  ("SFAS") No. 141, "Business
      Combinations"  and SFAS No. 142,  "Goodwill and Other Intangible  Assets".
      SFAS No. 141 establishes  accounting and reporting  standards for business
      combinations.    This    Statement    eliminates    the    use    of   the
      pooling-of-interests  method  of  accounting  for  business  combinations,
      requiring  future  business  combinations  to be  accounted  for using the
      purchase  method of accounting.  The provisions of this Statement apply to
      all business  combinations  initiated  after June 30, 2001. This Statement
      also applies to all business combinations accounted for using the purchase
      method of accounting  for which the date of acquisition is July 1, 2001 or
      later. The Statement had no impact on the Company's consolidated financial
      position and results of operations.

      SFAS No. 142 establishes  accounting and reporting  standards for goodwill
      and other intangible assets. With the adoption of this Statement, goodwill
      is no longer  subject to  amortization  over its  estimated  useful  life.
      Rather,  goodwill  will be  subject to at least an annual  assessment  for
      impairment by applying a fair-value  based test. The Company  adopted SFAS
      No. 142 on January 1, 2002.  As the Company  currently  has no goodwill or
      intangible assets, the adoption of the Statement did not have an impact on
      the Company's consolidated financial position and results of operations.

      In June  2001,  the  FASB  issued  SFAS No.  143,  "Accounting  for  Asset
      Retirement Obligations". SFAS No. 143 requires entities to record the fair
      value of a liability for an asset  retirement  obligation in the period in
      which it is incurred and requires that the amount  recorded as a liability
      be capitalized by increasing the carrying amount of the related long-lived
      assets.  Subsequent to initial  measurement,  the liability is accreted to
      the  ultimate  amount  anticipated  to be paid,  and is also  adjusted for
      revisions to the timing or amount of estimated cash flows. The capitalized
      cost is  depreciated  over the  useful  life of the  related  asset.  Upon
      settlement of the  liability,  an entity either settles the obligation for
      its recorded amount or incurs a gain or loss upon settlement. SFAS No. 143
      is required to be adopted for fiscal years  beginning after June 15, 2002,
      with earlier application encouraged. The Statement will not have an impact
      on  the  Company's   consolidated   financial   position  and  results  of
      operations.

      In  August,  2001,  the FASB  issued  SFAS No.  144,  "Accounting  for the
      Impairment or Disposal of Long-Lived  Assets".  This statement  supersedes
      SFAS No. 121  "Accounting  for  Impairment  of  Long-Lived  Assets and for
      Long-Lived Assets to be Disposed of". SFAS No. 144 retains the fundamental
      provisions  of SFAS No. 121 for (a)  recognition  and  measurement  of the
      impairment of long-lived assets to be held and used and (b) measurement of
      long-lived assets to be disposed of by sale. SFAS No. 144 is effective for
      fiscal  years  beginning  after  December  15,  2001.  The adoption of the
      Statement  did not have a material  impact on the  Company's  consolidated
      financial position and results of operations.


                                     - 8 -
<PAGE>

FLORIDA BANKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE-MONTH PERIODS ENDED
SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)  (Continued)
--------------------------------------------------------------------------------


      In April 2002, the Financial  Accounting  Standards  Board issued SFAS No.
      145,  "Rescission of FASB Statements No. 4, 44, and 64,  Amendment of FASB
      Statement No. 13, and Technical Corrections". This Statement rescinds SFAS
      No. 4, "Reporting  Gains and Losses from  Extinguishment  of Debt", and an
      amendment of that Statement, SFAS No. 64, "Extinguishments of Debt Made to
      Satisfy Sinking-Fund Requirements".  This Statement also rescinds SFAS No.
      44,  "Accounting for Intangible Assets of Motor Carriers".  This Statement
      amends SFAS No. 13, "Accounting for Leases", to eliminate an inconsistency
      between the required  accounting for  sale-leaseback  transactions and the
      required  accounting  for certain lease  modifications  that have economic
      effects that are similar to  sale-leaseback  transactions.  This Statement
      also amends other existing  authoritative  pronouncements  to make various
      technical  corrections,  clarify meanings, or describe their applicability
      under changed  conditions.  This  Statement will be effective for the year
      ended  December 31, 2003 and for  transactions  entered into after May 15,
      2002. It does not appear that this statement  will have a material  effect
      on the financial position, operations or cash flows of the Company.

      In June 2002,  the Financial  Accounting  Standards  Board issued SFAS No.
      146,  "Accounting for Costs Associated with Exit or Disposal  Activities".
      This Statement nullifies Emerging Issues Task Force (EITF) Issue No. 94-3,
      "Liability Recognition for Certain Employee Termination Benefits and Other
      Costs  to  Exit  an  Activity  (including  Certain  Costs  Incurred  in  a
      Restructuring)."  Under  Issue  94-3,  a  liability  for an exit  cost was
      recognized  at the date of an entity's  commitment  to an exit plan.  This
      Statement  requires that a liability for a cost associated with an exit or
      disposal  activity be recognized when the liability is incurred.  SFAS No.
      146 is effective for exit or disposal  activities that are initiated after
      December 31, 2002, with early application  encouraged.  It does not appear
      that this statement will have a material effect on the financial position,
      operations or cash flows of the Company.

6.    TRUST PREFERRED SECURITIES

      On April 10, 2002, the Company  participated  in a pooled trust  preferred
      offering.  In connection with the  transaction,  the Company,  through its
      subsidiary  trust,  Florida  Banks  Capital II (the  "Trust  II"),  issued
      $4,000,000  in  trust  preferred  securities.  The  Trust  II also  issued
      $124,000 of common  securities to the Company and used the total  proceeds
      to purchase $4,124,000 in 30-year subordinated  debentures of the Company.
      The trust  preferred  securities pay dividends at an initial rate of 6.02%
      through  October 22, 2002.  The rate then becomes a floating rate based on
      6-month  LIBOR plus  3.70%,  adjusted  semi-annually  after each  dividend
      payment date.  Dividend  payment dates are April 22 and October 22 of each
      year.   There  is  a  par  call  option  beginning  April  22,  2007.  The
      subordinated  debentures  are the  sole  assets  of the  Trust  II and are
      eliminated,  along  with the  related  income  statement  effects,  in the
      Company's consolidated financial statements.

      On June 28, 2002, the Company  participated in an additional  pooled trust
      preferred  offering.  In  connection  with the  transaction,  the Company,
      through its  subsidiary  trust,  Florida  Banks Capital I (the "Trust I"),
      issued $4,000,000 in trust preferred  securities.  The Trust I also issued


                                     - 9 -
<PAGE>

FLORIDA BANKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE-MONTH PERIODS ENDED
SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)  (Continued)
--------------------------------------------------------------------------------



      $124,000 of common  securities to the Company and used the total  proceeds
      to purchase $4,124,000 in 30-year subordinated  debentures of the Company.
      The trust  preferred  securities pay dividends at an initial rate of 5.48%
      through September 30, 2002. The rate then becomes a floating rate based on
      3-month LIBOR plus 3.75%,  adjusted  quarterly after each dividend payment
      date.  Dividend  payment  dates are March 30,  June 30,  September  30 and
      December 30 of each year.  There is a par call option  beginning  June 30,
      2007. The  subordinated  debentures are the sole assets of the Trust I and
      are eliminated,  along with the related income statement  effects,  in the
      Company's consolidated financial statements.


7.    SUBSEQUENT EVENT

      On November 1, 2002, the Company sold one of the two parcels of Other Real
      Estate  Owned which were  carried on the balance  sheet at  September  30,
      2002. This parcel had a carrying value of $2,534,848.  The net proceeds of
      the sale were  $2,528,145,  resulting in a loss on the disposal of $6,703.
      The carrying amount of the remaining parcel is $652,500.











                                     - 10 -
<PAGE>


PART II.  Other Information
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

The  following  discussion  should  be read in  conjunction  with the  financial
statements and related notes  appearing  elsewhere in this  Quarterly  Report on
Form 10-Q.

Critical Accounting Policies

The accounting and reporting  policies for the Company and its  subsidiaries are
in accordance with accounting principles generally accepted in the United States
and conform to general practices within the banking industry.  The more critical
accounting  and  reporting  policies  include the Company's  accounting  for the
allowance for loan losses,  other real estate owned and derivative  instruments.
In particular,  the accounting for these areas requires significant judgments to
be made  by  management.  Different  assumptions  in the  application  of  these
policies  could  result  in  material  changes  in  the  Company's  consolidated
financial  position or  consolidated  results of operations.  See "Allowance for
Loan Losses"  herein for a complete  discussion.  Please also refer to Note 1 in
the "Notes to Consolidated  Financial Statements" in the Company's Annual Report
and  "Critical  Accounting  Policies" in  management's  discussion  and analysis
section of the Company's  Form 10-K for the year ended December 31, 2001 on file
with the  Securities and Exchange  Commission  for details  regarding all of the
Company's critical and significant accounting policies.

RESULTS OF OPERATIONS

Three Months Ended  September 30, 2002 Compared to Three Months Ended  September
30, 2001

The  Company's  net income  applicable to common shares for the third quarter of
2002 was  $265,444,  compared  to $92,600 for the third  quarter of 2001.  Basic
income per common share for the third  quarter of 2002 was $.04 compared to $.02
for the third  quarter of 2001.  The increase in net income can be attributed to
increased net interest income, increased non-interest income, and a reduction in
the provision for loan losses,  partially  offset by an increase in non-interest
expenses.

The  increase in net interest  income of $991,000 or 25.1%,  to $4.9 million for
the third  quarter of 2002  compared to $3.9  million  for the third  quarter of
2001,  consists of an increase in interest income of $1.0 million, or 13.0%, and
an increase in interest  expense of $54,000,  or 1.3%.  The increase in interest
income in the third quarter of 2002 is primarily  attributable to an increase of
$1.2 million in interest and fees on loans resulting from the growth in the loan
portfolio.  The increase in interest expense resulted primarily from an increase
of $188,000  in  interest on deposits  and a decrease of $145,000 in interest on
repurchase agreements. The increase in interest expense on deposits is primarily
attributable  to an  increase  in  deposits,  partially  offset by a decrease in
market  interest  rates  on  deposits.  The  decrease  in  interest  expense  on
repurchase  agreements  is  primarily  attributable  to the  decline  in  market
interest rates on repurchase agreements.

The  provision  for loan  losses  charged to  operations  decreased  $121,000 to
$699,000  for the third  quarter of 2002 from  $820,000 in the third  quarter of
2001.  This  decrease  primarily  reflects  slower  growth of the  overall  loan
portfolio in the third quarter of 2002 as compared to the third quarter of 2001.
For a more detailed  discussion of the provision for loan losses, see "Allowance
for Loan Losses" in the "Financial Condition" section below.

Non-interest income increased 27.8% or $164,000 to $755,000 for the three months
ended  September 30, 2002 from $591,000 for the three months ended September 30,
2001. The increase in non-interest income primarily resulted from an increase in

                                     - 11 -
<PAGE>

other  noninterest  income of $104,000 to $285,000  for the three  months  ended
September 30, 2002 from $181,000 for the three months ended  September 30, 2001,
combined with a $43,000 gain on sale of loans for the  three-month  period ended
September 30, 2002,  compared to $0 for the same period in 2001. The increase in
other  non-interest  income is primarily  attributable  to increases in mortgage
loan  origination  fees and Automated  Clearing House fees.  These  increases in
non-interest  income  were  partially  offset by a decrease  in gains on sale of
available for sale  securities.  Income on sale of available for sale securities
decreased  $78,000,  or 105.4%, to a loss of ($4,000) for the three months ended
September 30, 2002, compared to a gain of $74,000 for the same period in 2001.

Non-interest  expense  increased  $1.0  million or 29.9% to $4.6 million for the
three-month  period ended  September  30, 2002  compared to $3.4 million for the
three-month  period  ended  September  30, 2001.  The  increase in  non-interest
expense resulted primarily from increases in salaries and benefits, dividends on
preferred  security  of  subsidiary  trust,  and other  expenses.  Salaries  and
benefits  expenses  increased  $645,000 to $2.8 million for the third quarter of
2002  compared to $2.2 million for the third  quarter of 2001.  This increase is
primarily the result of additional  staff  associated with the overall growth of
the  Company's  business and with the addition in the third quarter of 2002 of a
wholesale  mortgage  division.   Dividends  on  trust  preferred  securities  of
subsidiary trust were $205,000 for the third quarter of 2002. The Company had no
subsidiary trust securities  outstanding during the third quarter of 2001. Other
expenses increased $244,000,  or 42.5% to $817,000 for the third quarter of 2002
compared to $574,000 for the third  quarter of 2001.  This increase is primarily
attributed to the expenses associated with supporting  operations related to the
overall growth of the Company.  Specific  operational  expenses which  increased
include communications,  recruitment expenses and expenses related to other real
estate owned.

A provision for income taxes of $153,000 was recognized for the third quarter of
2002  compared to $134,000  for the same period in 2001.  These  provisions  for
income taxes represent an estimated  effective  annual tax rate of approximately
38%.

Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30,
2001

The Company's  net income  applicable to common shares for the first nine months
of 2002 was $783,000, compared to $216,000 for same period in 2001. Basic income
per common share for the first nine months of 2002 was $.12 compared to $.04 for
the same period 2001.  The increase in net income can be attributed to increased
net interest income and increased  non-interest  income,  partially offset by an
increase in the provision for loan losses and increased non-interest expenses.

The increase in net interest  income of $3.6 million or 33.9%,  to $14.2 million
for the first nine months of 2002,  compared to $10.6 million the same period in
2001,  consists of an increase in interest income of $2.4 million, or 10.4%, and
a decrease  in  interest  expense of $1.1  million,  or 9.1%.  The  increase  in
interest income in the first nine months of 2002 is primarily attributable to an
increase of $3.0 million in interest and fees on loans resulting from the growth
in the loan  portfolio.  The  decrease  in  interest  expense for the first nine
months of 2002 is primarily  attributable  to a decrease of $574,000 in interest
on deposits  and a decrease of  $634,000 in interest on  repurchase  agreements.
These  decreases in interest  expense are  attributable to the decline in market
interest rates on deposits and repurchase agreements.

The provision for loan losses charged to operations  increased  $664,000 to $2.1
million  for the first nine  months of 2002 from $1.4  million in the first nine
months of 2001. This increase  primarily reflects the growth of the overall loan
portfolio.  For a more detailed discussion of the provision for loan losses, see
"Allowance for Loan Losses" in the "Financial Condition" section below.
--------------------------

                                     - 12 -
<PAGE>


Non-interest  income  increased  41.7% or $548,000 to $1.9  million for the nine
months  ended  September  30, 2002 from $1.3  million for the nine months  ended
September 30, 2001. The increase in non-interest  income primarily resulted from
an  increase in service  fees of  $349,000  to $1.2  million for the nine months
ended  September 30, 2002 from $852,000 for the nine months ended  September 30,
2001.  The  increase  in service  fees  resulted  primarily  from an increase in
deposits.  Other noninterest  income increased $233,000 to $621,000 for the nine
months ended  September 30, 2002 from $388,000 for the same period in 2001. This
increase was primarily  attributable  to increases in mortgage loan  origination
fees and Automated Clearing House fees.

Non-interest  expense  increased  $2.1 million or 21.4% to $12.5 million for the
nine-month period ended September 30, 2002 compared to $9.9 million for the same
period in 2001. The increase in  non-interest  expense  resulted  primarily from
increases  in  salaries  and  benefits,   dividends  on  preferred  security  of
subsidiary trust, and other expenses.  Salaries and benefits expenses  increased
$1.2 million to $7.5 million for the first nine months of 2002  compared to $6.3
million for the first nine months of 2001. This increase is primarily the result
of  additional  staff  associated  with  the  overall  growth  of the  Company's
business, together with the addition of a wholesale mortgage division during the
third  quarter of 2002.  Dividends on trust  preferred  securities of subsidiary
trust  were  $429,000  for the first nine  months of 2002.  The  Company  had no
subsidiary  trust securities  outstanding  during the first nine months of 2001.
Other expenses increased  $638,000,  or 35.9% to $2.4 million for the first nine
months of 2002 compared to $1.8 million for the first nine months of 2001.  This
increase is primarily  attributed  to the expenses  associated  with  supporting
operations  related to the overall growth of the Company.  Specific  operational
expenses which increased include Automated  Clearing House expenses and expenses
related to other real estate owned.

A provision  for income  taxes of $557,000  was  recognized  for the  nine-month
period ended  September  30, 2002 as compared to $209,000 for the same period in
2001. These provisions for income taxes represent an estimated  effective annual
tax rate of approximately 38%.

FINANCIAL CONDITION

Total assets at September  30, 2002 were $681.9  million,  an increase of $159.5
million or 30.6%,  from $522.3  million at December  31,  2001.  The increase in
total assets  primarily  resulted from the  investment of new deposit growth and
other borrowed funds in loans and investment  securities.  Securities  available
for sale increased $12.8 million or 37.8% to $46.8 million at September 30, 2002
as compared to $34.0 million at December 31, 2001.  Federal funds sold increased
$21.8 million or 39.9% to $76.5 million at September 30, 2002 from $54.7 million
at December 31, 2001.  The increase in federal  funds sold  reflects  additional
deposit growth late in the second quarter that had not yet been deployed in loan
growth.

Total loans increased  $113.0 million,  or 28.1%, to $514.7 million at September
30, 2002,  from $401.7 million at December 31, 2001. The increase in total loans
was funded by increases in depository accounts,  repurchase  agreements sold and
other borrowings.  The allowance for loan losses increased $1.7 million or 36.1%
during the first nine months of 2002. The increase resulted from net charge-offs
of loans of $415,000  plus  additional  provisions  of $2.1 million  during that
period.  The  allowance for loan losses as a percent of total loans was 1.24% at
September 30, 2002 and 1.17% at December 31, 2001. Management believes that such
allowance for loan losses is sufficient to cover estimated  losses in the Bank's
loan portfolio.

Deposits increased $111.6 million,  or 24.7%, to $562.8 million at September 30,
2002 from $451.2  million at December 31, 2001.  The increase in total  deposits
primarily  resulted  from an increase of $75.5 million or 38.9% in time deposits
$100,000  and over,  combined  with an  increase  of $30.1  million or 156.9% in
interest-bearing  demand deposits.  Time deposits often fluctuate in response to
interest rate changes and can vary rather  significantly  on a quarterly  basis.

                                     - 13 -


<PAGE>


The increase in time  deposits  $100,000  and over  resulted  primarily  from an
increase in brokered  deposits.  Noninterest-bearing  deposits  decreased  $25.2
million or 25.2%.  This is a result of the  transfer  of almost  all  repurchase
agreements  sold into demand  deposit  accounts by our customers at December 31,
2001 as part of their  intangible  tax  strategy.  These funds  flowed back into
repurchase  agreements after year-end,  as can be seen by comparing the relative
balances of demand deposits and repurchase agreements sold at September 30, 2002
and December 31, 2001. Savings deposits decreased $413,000 or 0.6%. Money market
accounts increased $16.0 million or 253.4%.  Growth in money market accounts are
primarily  attributable to continued expansion of the Company's customer base as
a result of ongoing marketing activities.

Repurchase  agreements sold increased $37.6 million, or 836.5%, to $42.1 million
at  September  30, 2002 from $4.5  million at  December  31,  2001,  for reasons
discussed in the previous  paragraph,  together with continued  expansion of the
Company's  customer base.  Other borrowed  funds  increased  $594,000 or 6.1% to
$10.3  million at  September  30, 2002 from $9.7  million at December  31, 2001.
Accrued  interest  payable  decreased  $298,000  or 10.4%,  to $2.6  million  at
September 30, 2002 from $2.9 million at December 31, 2001.  This decrease is due
primarily to a reduction in overall interest rates.

Accounts  payable and accrued  expenses  increased $1.1 million or 51.7% to $3.1
million at September 30, 2002 from $2.0 million at December 31, 2001.

Shareholders' equity increased by $1.3 million to $47.4 million at September 30,
2002,  from $46.1  million at December 31, 2001.  This increase is the result of
net income  for the first nine  months of 2002 of  $923,000,  combined  with the
issue of stock under the Company's employee stock purchase plan of $211,000, the
issue of stock  related  to  exercise  of options  and issue of stock  grants of
$116,000, and an increase in other comprehensive income related to an unrealized
gain in the Company's bond portfolio of $292,000. These increases were partially
offset by cash dividends paid on Series B preferred stock of $263,000.

Non-accrual loans were $355,000 at September 30, 2002, a decrease of $735,000 or
67.4%, compared to the balance of $1.1 million at December 31, 2001. These loans
were reclassified  under the Bank's policy of transferring  loans to non-accrual
status  when they  become  more than 90 days  past due on  either  principal  or
interest.  The Company believes the specific reserves placed against these loans
are adequate,  and payment is being sought from secondary  sources,  such as the
sale of collateral.

Allowance for Loan Losses
-------------------------

Management  determines  the allowance for loan losses by  establishing a general
allowance  by loan pool  determined  for  groups of  smaller,  homogenous  loans
possessing  similar  characteristics  and  non-homogeneous  loans  that  are not
classified. All classified loans are reviewed on an individual basis.

General Allowance

It is difficult for a lending  institution the size of the Bank to use migration
analysis  or other more  sophisticated  approaches  due to the small size of the
loan portfolio,  and the significant  changes in the lending strategy and mix of
the loan  portfolio from the date of the Merger.  For this reason,  a reasonable
indicator  of the  Bank's  potential  future  losses in the  non-criticized  and
non-specialized pools of loans is the historical  performance of the Bank's peer
group on a rolling  four-quarter  basis. This information is gathered  quarterly
from the Uniform  Bank  Performance  Report  provided  by the Federal  Financial
         ----------------------------------
Institutions Examination Council. As the bank matures, and growth stabilizes, it
is management's intention to replace this peer group methodology with the actual
loss experience of the Bank.

                                     - 14 -
<PAGE>

Added to the peer group historical performance are those current conditions that
are  probable  to impact  future  loan  losses.  To  account  for these  current
conditions,  management has reviewed  various factors to determine the impact on
the current loan portfolio.  This methodology  involves  determining a range for
each current  condition  adjustment,  "lower range to upper  range".  The "lower
range" represents  management's  opinion of a higher near term probability.  The
"upper range" represents  management's  opinion of a lower near term probability
that allows  management  to "shock" the loan  portfolio and look at the level of
reserves  required  should  an  "upper  range"  scenario  start to  unfold.  The
following current condition factors were considered in this analysis:

      o     Changes in lending policies and procedures,  including  underwriting
            standards and collection, charge-off, and recovery practices.

      o     Changes in national  and local  economic  and  business  conditions,
            including the condition of various market segments.

      o     Changes in the nature and volume of the portfolio.

      o     Changes in the experience,  ability, and depth of lending management
            and staff.

      o     Changes in the volume and severity of past due and classified loans;
            and the volume of  non-accruals,  trouble  debt  restructurings  and
            other loan modifications.

      o     The  existence  and  effect of any  concentrations  of  credit,  and
            changes in the level of such conditions.

      o     The effect of external  factors,  such as competition  and legal and
            regulatory requirements,  on the level of estimated credit losses in
            the Bank's portfolio.

Specific Allowance

Management  believes  that given the small number of classified  loans,  type of
historical loan losses,  and the nature of the underlying  collateral,  creating
specific  allowances  for  classified  assets  results in the most  accurate and
objective   allowance.   Should  the  number  of  these  types  of  assets  grow
substantially, other methods may have to be considered.

The method used in setting the specific  allowance uses current  appraisals as a
starting point, based on the Bank's possible  liquidation of the collateral.  On
assets other than real estate, which tend to depreciate rapidly, another current
valuation is used. For instance,  in the case of commercial loans collateralized
by automobiles,  the current NADA wholesale value is used. On collateral such as
over-the-road equipment,  trucks or heavy equipment,  valuations are sought from
firms or  persons  knowledgeable  in the area,  and  adjusted  for the  probable
condition of the collateral.  Other  collateral such as furniture,  fixtures and
equipment,  accounts receivable,  and inventory,  are considered separately with
more emphasis given to the borrower's financial condition and trends rather than
the  collateral  support.  The value of the  collateral is then  discounted  for
estimated selling cost.

Summary

The various methodologies  included in this analysis take into consideration the
historic  loan  losses and  specific  allowances.  In  addition,  the  allowance
incorporates the results of measuring impaired loans as provided by Statement of
Financial  Accounting  Standards  (SFAS) No. 114,  "Accounting  by Creditors for
Impairment of a Loan" and SFAS No. 118,  "Accounting by Creditors for Impairment
of a Loan - Income  Recognition and  Disclosures".  These  accounting  standards


                                     - 15 -
<PAGE>

prescribe the measurement methods, income recognition and disclosures related to
impaired loans.  Specific allowances totaled $1.7 million at September 30, 2002.
The range for the  allowance  for loan losses at September  30, 2002,  including
specific allowances, was determined to be between $5.7 million or 1.17% of loans
(low range) and $9.0 million or 1.86% of loans (high range).

At September  30, 2002,  the Bank's total  allowance  for credit  losses is $6.4
million  or  1.24% of loans as  compared  to $4.7  million  or 1.17% of loans at
December 31, 2001.  Criticized/Classified  assets have  increased  when measured
against loans outstanding.  This is primarily  attributable to specific reserves
resulting from the  classification  of additional  credits during the second and
third quarters of 2002. At September 30, 2002,  this benchmark was 4.7% of loans
outstanding  compared  to 2.27% at  December  31,  2001.  Past  due  loans  have
decreased to .11% of loans outstanding at September 30, 2002 compared to .20% at
December 31, 2001.  Non-Performing Assets have declined as a percentage of total
loans  including  other real estate owned to .70% at  September  30, 2002 versus
..96% at  December  31,  2001.  Net loan losses for the first nine months of 2002
were $415,000 or .09% of average loans  outstanding for the period,  compared to
$718,000, or .22% of average loans for the same nine-month period in 2001.

LIQUIDITY

The Company,  through its  subsidiary,  the Bank, has  traditionally  maintained
levels of liquidity above levels required by regulatory authorities.  The Bank's
operational needs, demand for loan disbursements, and savings withdrawals can be
met by loan principal and interest payments received,  new deposits,  and excess
liquid  assets.   Significant  loan  demand,   deposit   withdrawal,   increased
delinquencies  and increased  real estate  acquired in settlement of loans could
alter this condition. Management does not foresee any liquidity problems for the
remainder of 2002.

Liquidity and Sources of Capital
--------------------------------

Liquidity is the Company's ability to meet all deposit withdrawals  immediately,
while also  providing for the credit needs of customers.  The September 30, 2002
financial  statements  evidence a satisfactory  liquidity position as total cash
and cash  equivalents  amounted to $107.1 million,  representing  15.7% of total
assets.  Investment  securities  available for sale  amounted to $46.8  million,
representing 6.9% of total assets.  These securities  provide a secondary source
of  liquidity  since they can be  converted  into cash in a timely  manner.  The
Company's  ability  to  maintain  and  expand  its  deposit  base and  borrowing
capabilities  are also a source of liquidity.  For the  nine-month  period ended
September 30, 2002, total deposits increased from $451.2 million at December 31,
2001 to $562.8 million, or 24.7%. During this period, repurchase agreements sold
increased  from $4.5 million to $42.1  million,  or 836.5%,  and other  borrowed
funds increased $594,000 from $9.7 million to $10.3 million,  or 6.1%. There can
be no assurance  that the Company will be able to maintain this level of growth.
The Company's  management  closely monitors and maintains  appropriate levels of
interest earning assets and interest  bearing  liabilities so that maturities of
assets are such that adequate  funds are provided to meet  customer  withdrawals
and  loan  demand.  There  are  no  trends,  demands,  commitments,   events  or
uncertainties  that will result in, or are  reasonably  likely to result in, the
Company's liquidity increasing or decreasing in any material way.

The Company's Board and executive officers are committed to maintaining  capital
at a level sufficient to protect depositors,  provide for reasonable growth, and
fully comply with all regulatory requirements.

In December 2001, April 2002, and June 2002, the Company  participated in pooled
trust preferred  offerings.  By issuing trust preferred  securities  through its
subsidiary  trusts,  the  Company  was able to  increase  its Tier 1 capital for
regulatory  purposes  without  diluting  the  ownership  interests of its common
shareholders.  Also, dividends paid on trust preferred securities are deductible
as interest  expense for income tax  purposes.  For the  specific  transactions,
terms and rates of the Company's trust preferred securities issues, please refer

                                     - 16 -
<PAGE>

to  footnote  6 of Item 1 above,  together  with  footnote  13 of the  Company's
consolidated  financial  statements for the years ended December 31, 1999,  2000
and 2001 filed in conjunction  with the Company's annual report on form 10-K for
the year ended  December 31, 2001. At September 30, 2002,  the net proceeds from
pooled trust  preferred  trust  offerings  included in the calculation of Tier 1
capital for regulatory purposes is $13.5 million.

The table below  illustrates the Bank's  regulatory  capital ratios at September
30, 2002:

                                                                      Minimum
                                                September 30,        Regulatory
Bank                                                 2002            Requirement
----
                                                -------------        -----------

        Tier 1 Capital                               8.93%              4.00%
                                                     ====               ====

        Total risk-based capital ratio              10.02%              8.00%
                                                    =====               ====

        Leverage ratio                               8.17%              4.00%
                                                     ====               ====

Neither the Company nor its subsidiaries have historically  incurred off-balance
sheet  obligations  through  the  use  of or  investment  in  off-balance  sheet
derivative  financial  instruments  or  structured  finance or  special  purpose
entities organized as corporations,  partnerships or limited liability companies
or trusts.

CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING STATEMENTS

This Report contains  statements that  constitute  "forward-looking  statements"
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the Securities  Exchange Act of 1934. These statements  appear in a number of
places in this Report and include  statements  regarding  the intent,  belief or
current  expectations of the Company, its directors or its officers with respect
to, among other things: (i) potential  acquisitions by the Company;  (ii) trends
affecting the Company's financial condition or results of operations;  and (iii)
the Company's business and growth  strategies.  Investors are cautioned that any
such  forward-looking  statements are not guarantees of future  performance  and
involve risks and  uncertainties,  and that actual results may differ materially
from those  projected in the  forward-looking  statements as a result of various
factors.  These  factors  include,  but are not  limited to the  following:  (a)
competitive  pressure in the banking industry;  (b) changes in the interest rate
environment; (c) the fact that general economic conditions may be less favorable
than  the  Company  expects;   and  (d)  changes  in  the  Company's  regulatory
environment.  The accompanying information contained in this Report,  including,
without  limitation,  the information set forth under the heading  "Management's
Discussion and Analysis of Financial  Condition and Results of  Operations",  as
well as in the Company's Securities Act filings, identifies important additional
factors that could adversely affect actual results and performance.  Prospective
investors are urged to carefully consider such factors.

All  forward-looking  statements  attributable  to  the  Company  are  expressly
qualified  in  their  entirety  by  the  foregoing  cautionary  statements.  The
foregoing   discussion   should  be  read  in  conjunction  with  the  Condensed
Consolidated  Financial  Statements of the Company (including the notes thereto)
contained elsewhere in this Report.

Item 3.  Qualitative and Quantitative Disclosures About Market Risk

     The Company's  financial  performance is subject to risk from interest rate
fluctuations.  This  interest  rate risk arises due to  differences  between the
amount of interest-earning assets and the amount of interest-earning liabilities
subject  to  repricing  over a  specified  period  and the  amount  of change in
individual  interest  rates.  In the  current  interest  rate  environment,  the
liquidity and maturity  structure of the Company's  assets and  liabilities  are
important to the maintenance of acceptable performance levels. A decreasing rate

                                     - 17 -
<PAGE>

environment  negatively impacts earnings as the Company's  rate-sensitive assets
generally reprice faster than its rate-sensitive liabilities.  Conversely, in an
increasing   rate   environment,   earnings  are   positively   impacted.   This
asset/liability  mismatch in pricing is referred to as gap ratio and is measured
as rate sensitive  assets divided by rate  sensitive  liabilities  for a defined
time period. A gap ratio of 1.00 means that assets and liabilities are perfectly
matched as to  repricing.  Management  has targeted gap ratio  guidelines  for a
one-year  time horizon of between .80 and 1.20 for the Bank.  At  September  30,
2002, the Bank had a cumulative gap ratio of approximately 1.31 for the one-year
period ending September 30, 2003. This is primarily due to the Bank's receipt at
the end of June of  approximately  $22.8 million  dollars in brokered  deposits,
which were  temporarily  invested in Federal  Funds sold.  These  deposits  were
obtained to take advantage of historically  low funding costs. It is anticipated
that  the bulk of these  deposits  will be  deployed  into  loans in the  coming
months,  and prior to the end of the year,  the Bank's  one-year  cumulative gap
ratio will again be within the  targeted  range.  At  September  30,  2002,  the
Company had a  cumulative  gap ratio of 1.73 for the  three-month  time  period.
Given these gap ratios, over the next three-month period,  rate-sensitive assets
will  reprice  faster than  rate-sensitive  liabilities,  and for the  following
nine-month  period,   rate  sensitive   liabilities  will  reprice  faster  than
rate-sensitive assets.

     Varying  interest  rate  environments  can  create  unexpected  changes  in
prepayment  levels of assets and  liabilities,  which are not  reflected  in the
interest sensitivity  analysis.  Prepayments may have significant effects on the
Company's  net  interest  margin.  Because of these  factors,  in a static test,
interest  sensitivity  gap reports may not provide a complete  assessment of the
Company's  exposure to changes in interest rates.  Accordingly,  management also
utilizes  computerized  interest  rate  simulation  analysis  to  determine  the
Company's  interest rate  sensitivity.  The Company is in an asset sensitive gap
position for the first year, then moves into a matched position through the five
year period.  Overall,  due to the factors  cited,  current  simulation  results
indicate a relatively low  sensitivity to parallel  shifts in interest  rates. A
liability  sensitive company will generally benefit from a falling interest rate
environment as the cost of  interest-bearing  liabilities  falls faster than the
yields on interest-bearing  assets, thus creating a widening of the net interest
margin.  Conversely,  an asset  sensitive  company  will  benefit  from a rising
interest rate  environment  as the yields on earning assets rise faster than the
costs  of  interest-bearing  liabilities.  Management  also  evaluates  economic
conditions,  the pattern of market  interest rates and  competition to determine
the  appropriate  mix and repricing  characteristics  of assets and  liabilities
required to produce a targeted net interest margin.

     In addition to the gap analysis,  management uses rate shock  simulation to
measure the rate  sensitivity of its balance sheet.  Rate shock  simulation is a
modeling  technique  used to  estimate  the  impact of  changes  in rates on the
Company's net interest  margin.  The Company  measures its interest rate risk by
estimating the changes in net interest income resulting from  instantaneous  and
sustained  parallel  shifts in interest  rates of plus or minus 200 basis points
over a period of twelve months.  The Company's most recent rate shock simulation
analysis,  performed as of September 30, 2002,  indicates that a 200 basis point
increase in rates would  cause an  increase in net  interest  income of $860,000
over the next  twelve-month  period.  Conversely,  a 200 basis point decrease in
rates would  cause a decrease  in net  interest  income of $1.3  million  over a
twelve-month period.

     This  simulation  is based on  management's  assumption as to the effect of
interest rate changes on assets and  liabilities and assumes a parallel shift of
the yield curve. It also includes certain  assumptions  about the future pricing
of loans and  deposits in response to changes in  interest  rates.  Further,  it
assumes  that  delinquency  rates  would not  change as a result of  changes  in
interest  rates  although  there can be no assurance that this will be the case.
While this  simulation  is a useful  measure  of the  Company's  sensitivity  to
changing  rates, it is not a forecast of the future results and is based on many
assumptions that if changed,  could cause a different  outcome.  In addition,  a
change in U.S. Treasury rates in the designated amounts  accompanied by a change


                                     - 18 -
<PAGE>

in the shape of the  Treasury  yield curve would cause  significantly  different
changes to net interest income than indicated above.

    At September 30, 2002, the Company was not engaged in trading activities.

The Company enters into interest rate swap  agreements to manage its exposure to
changes  in  interest  rates and to convert  the fixed rate on certain  brokered
certificates  of  deposit  to a  floating  rate in order to more  closely  match
interest rate sensitivity  between selected assets and liabilities.  The Company
does not use derivative financial  instruments for speculative  purposes.  As is
customary  for  these  types  of  instruments,  the  Company  does  not  require
collateral or other security from other parties to these  instruments.  By their
nature  all  such  instruments  involve  risk,  including  the  credit  risk  of
nonperformance   by   counterparties.   However,   at  September  30,  2002,  in
management's  opinion  there  was no  significant  risk of loss in the  event of
nonperformance of the counterparties to these financial instruments.

Item 4.  Controls and Procedures

Evaluation of Disclosure  Controls and Procedures.  Our Chief Executive  Officer
and Chief Financial Officer have reviewed and evaluated the effectiveness of our
disclosure   controls  and   procedures   (as  defined  in  Exchange  Act  Rules
240.13a-14(c)  and 15a-14(c)) as of a date within 90 days before the filing date
of this quarterly report. Based on that evaluation,  the Chief Executive Officer
and the Chief  Financial  officer  have  concluded  that our current  disclosure
controls  and   procedures   are  effective  in  providing  them  with  material
information  required to be disclosed in reports  filed by the Company under the
Exchange Act.

Changes In  Internal  Controls.  There have been no  significant  changes in the
Company's internal controls or in other factors that could significantly  affect
internal controls subsequent to the date of this evaluation.


Part II.  Other Information

Item 1.  Legal Proceedings

         No disclosure required.

Item 2.  Changes in Securities

         No disclosure required.

Item 3.  Defaults Upon Senior Securities

         No disclosure required.

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

         No disclosure required.

Item 5.  Other Information

         No disclosure required.



                                     - 19 -
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits.

         99.1   Certifying Statement of the Chief Executive Officer  pursuant to
                Section 1350 of Title 18 of the United States Code

         99.2   Certifying  Statement of the Chief Financial Officer pursuant to
                Section 1350 of Title 18 of the United States Code

(b)      Reports on Form 8-K.

                No  report  on Form  8-K was  filed  during  the  quarter  ended
                September 30, 2002.


















                                     - 20 -
<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 Banks, Inc.


Date:  November 12, 2002           By: /s/ Charles E. Hughes, Jr.
                                       --------------------------
                                           Charles E. Hughes, Jr.
                                           President and Chief Executive Officer


Date:  November 12, 2002           By: /s/ T. Edwin Stinson, Jr.
                                       -------------------------
                                           T. Edwin Stinson, Jr.
                                           Chief Financial Officer












                                     - 21 -
<PAGE>


Certification by the Chief Executive Officer pursuant to Sarbanes-Oxley  Section
302(a):

I, Charles E. Hughes, Jr., certify that:

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

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

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

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

         a) designed  such  disclosure  controls and  procedures  to ensure that
            material  information  relating  to the  registrant,  including  its
            consolidated  subsidiaries,  is made  known to us by  others  within
            those  entities,  particularly  during  the  period  in  which  this
            quarterly report is being prepared;
         b) evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and
         c) presented  in  this  quarterly  report  our  conclusions  about  the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

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

         a) all significant  deficiencies in the design or operation of internal
            controls which could adversely  affect the  registrant's  ability to
            record,  process,  summarize  and  report  financial  data  and have
            identified for the registrant's  auditors any material weaknesses in
            internal controls; and
         b) any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal controls; and

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

Date:  November 12, 2002           By: /s/ Charles E. Hughes, Jr.
                                       -----------------------------------------
                                           Charles E. Hughes, Jr.
                                           President and Chief Executive Officer




                                     - 22 -
<PAGE>

Certification by the Chief Financial Officer pursuant to Sarbanes-Oxley  Section
302(a):

I, T. Edwin Stinson, Jr., certify that:

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

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

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

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

         a. designed  such  disclosure  controls and  procedures  to ensure that
            material  information  relating  to the  registrant,  including  its
            consolidated  subsidiaries,  is made  known to us by  others  within
            those  entities,  particularly  during  the  period  in  which  this
            quarterly report is being prepared;
         b. evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and
         c. presented  in  this  quarterly  report  our  conclusions  about  the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

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

         a. all significant  deficiencies in the design or operation of internal
            controls which could adversely  affect the  registrant's  ability to
            record,  process,  summarize  and  report  financial  data  and have
            identified for the registrant's  auditors any material weaknesses in
            internal controls; and
         b. any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal controls; and

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


Date:  November 12, 2002                        By:  /s/ T. Edwin Stinson, Jr.
                                                     ---------------------------
                                                         T. Edwin Stinson, Jr.
                                                         Chief Financial Officer



                                     - 23 -