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, 2001

                                       OR

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

        For the transition period from _____ to _____

                         Commission File 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 28, 2001
PER SHARE                                      5,697,660

<PAGE>
<TABLE>

Item 1. Financial Statements
FLORIDA BANKS, INC.

CONDENSED BALANCE SHEETS  (Unaudited)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                   September 30,        December 31,
                                                                                                       2001                 2000

ASSETS
<S>                                                                                               <C>                 <C>
CASH AND DUE FROM BANKS                                                                           $  12,761,384       $  12,730,964
FEDERAL FUNDS SOLD AND REPURCHASE AGREEMENTS PURCHASED                                               54,607,000          30,957,000
                                                                                                     ----------          ----------

           Total cash and cash equivalents                                                           67,368,384          43,687,964

INVESTMENT SECURITIES:
  Available for sale, at fair value (cost $29,920,193  and $32,039,307
    at September 30, 2001 and December 31, 2000)                                                     30,624,447          32,061,545
  Held to maturity, at cost (fair value $3,486,603 and $3,486,595
    at September 30, 2001 and December 31, 2000)                                                      3,419,892           3,428,558
  Other investments                                                                                   1,621,900           1,266,000
                                                                                                     ----------          ----------
           Total Investment Securities                                                               35,666,239          36,756,103

LOANS:
  Commercial real estate                                                                            189,558,513         158,653,667
  Commercial                                                                                        130,025,736         102,391,117
  Residential mortgage                                                                               19,003,982           9,795,665
  Consumer                                                                                           19,786,824          13,036,447
  Credit card and other loans                                                                         2,273,443           1,747,145
                                                                                                     ----------          ----------
           Total loans                                                                              360,648,498         285,624,041
  Allowance for loan losses                                                                          (4,236,263)         (3,510,677)
  Net deferred loan fees                                                                               (188,186)            (98,421)
                                                                                                     ----------          ----------
           Net loans                                                                                356,224,049         282,014,943

PREMISES AND EQUIPMENT, NET                                                                           3,302,400           3,300,170

ACCRUED INTEREST RECEIVABLE                                                                           2,017,164           1,897,303

DEFERRED INCOME TAXES, NET                                                                            4,139,616           4,605,153

DERIVATIVE INSTRUMENTS                                                                                  168,252

OTHER ASSETS                                                                                            480,112             535,408
                                                                                                     ----------          ----------
TOTAL ASSETS                                                                                      $ 469,366,216       $ 372,797,044
                                                                                                  =============       =============
LIABILITIES AND SHAREHOLDERS' EQUITY

DEPOSITS:
  Noninterest-bearing demand                                                                      $  47,686,512       $  41,965,131

  Interest-bearing demand                                                                            15,129,510          12,259,897
  Regular savings                                                                                    62,540,068          46,121,007
  Money market accounts                                                                               5,452,268           2,795,661
  Time $100,000 and over                                                                            160,075,412         116,824,179
  Other time                                                                                         85,066,958          85,273,577
                                                                                                     ----------          ----------
          Total deposits                                                                            375,950,728         305,239,452

REPURCHASE AGREEMENTS SOLD                                                                           33,823,205          18,812,378

OTHER BORROWED FUNDS                                                                                  9,706,337           7,223,402

ACCRUED INTEREST PAYABLE                                                                              2,459,999           2,206,379

ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                                                 1,297,277             758,994
                                                                                                     ----------          ----------
          Total liabilities                                                                         423,237,546         334,240,605
                                                                                                     ----------          ----------

SHAREHOLDERS' EQUITY:
   Series B Preferred Stock, $68.00 par value, 1,000,000 shares authorized, 102,283                   6,955,244
     and 0 shares issued and outstanding, respectively
  Common stock, $.01 par value; 30,000,000 shares authorized;                                            59,799              59,298
    5,979,860 and 5,929,751 shares issued, respectively
  Additional paid-in capital                                                                         46,839,341          46,750,329
  Accumulated deficit (deficit of $8,434,037
     eliminated upon quasi-reorganization on December 31, 1995)                                      (6,416,710)         (6,760,222)
  Treasury stock, 282,200 and 241,100 shares, respectively,  at cost                                 (1,748,247)         (1,506,836)
  Accumulated other comprehensive income, net of tax                                                    439,243              13,870
                                                                                                     ----------          ----------
          Total shareholders' equity                                                                 46,128,670          38,556,439
                                                                                                     ----------          ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                        $ 469,366,216       $ 372,797,044
                                                                                                  =============       =============
      See notes to condensed financial statements.
</TABLE>

                                       2
<PAGE>
<TABLE>


FLORIDA BANKS, INC.
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
------------------------------------------------------------------------------------------------------------------------------------

                                                                       Three-Month Period Ended             Nine-Month Period Ended
                                                                            September 30,                        September 30,
                                                                      ------------------------------ -------------------------------

                                                                         2001             2000             2001             2000
                                                                      ----------       ----------       ----------       ----------

<S>                                                                 <C>              <C>              <C>              <C>
INTEREST INCOME:
  Loans, including fees                                             $  7,022,541     $  5,350,755     $ 20,432,642     $ 13,804,320
  Investment securities                                                  696,435          682,268        2,050,150        1,961,162
  Federal funds sold                                                     303,339          317,730          834,555          901,492
                                                                         -------          -------          -------          -------
          Total interest income                                        8,022,315        6,350,753       23,317,347       16,666,974
                                                                       ---------        ---------       ----------       ----------
INTEREST EXPENSE:
  Deposits                                                             3,711,474        3,510,830       11,413,299        8,597,015
  Repurchase agreements                                                  272,910          225,121        1,014,244          608,822
  Borrowed funds                                                          87,942          112,983          276,576          309,441
                                                                          ------          -------          -------          -------
          Total interest expense                                       4,072,326        3,848,934       12,704,119        9,515,278
                                                                       ---------        ---------       ----------        ---------

NET INTEREST INCOME                                                    3,949,989        2,501,819       10,613,228        7,151,696

PROVISION FOR LOAN LOSSES                                                820,257          876,846        1,443,670        1,586,302
                                                                         -------          -------        ---------        ---------
NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES                                           3,129,732        1,624,973        9,169,558        5,565,394
                                                                       ---------        ---------        ---------        ---------
NONINTEREST INCOME:
  Service fees                                                           336,020          122,190          851,600          459,782
  Gain (loss) on sale of available for sale investment                    73,988            4,747           73,976           (4,203)
securities
  Other noninterest income                                               180,999          124,787          387,782          148,730
                                                                         -------          -------          -------          -------
                                                                         591,007          251,724        1,313,358          604,309
                                                                         -------          -------        ---------          -------
NONINTEREST EXPENSES:
  Salaries and benefits                                                2,154,002        1,641,529        6,318,970        5,092,913
  Occupancy and equipment                                                460,054          398,964        1,323,426        1,130,339
  Data processing                                                        179,484          130,280          510,931          322,243
  Other                                                                  573,296          467,840        1,777,182        1,446,755
                                                                         -------          -------        ---------        ---------
                                                                       3,366,836        2,638,613        9,930,509        7,992,250
                                                                       ---------        ---------        ---------        ---------
INCOME (LOSS) BEFORE PROVISION (BENEFIT)
  FOR INCOME TAXES                                                       353,903         (791,916)         552,407       (1,822,547)

PROVISION (BENEFIT) FOR INCOME TAXES                                     133,930         (286,709)         208,895         (685,824)
                                                                         -------         --------          -------         --------

NET INCOME (LOSS)                                                        219,973         (475,207)         343,512       (1,136,723)

PREFERRED STOCK DIVIDENDS                                               (127,373)                         (127,373)
                                                                        --------         --------         --------       ----------
NET INCOME (LOSS) AVAILABLE TO COMMON SHARES                        $     92,600     $   (475,207)    $    216,139     $ (1,136,723)
                                                                    ============     ============     ============     ============


EARNINGS (LOSS) PER COMMON SHARE:
  Basic                                                             $       0.02     $      (0.08)    $       0.04     $      (0.20)
                                                                    ============     ============     ============     ============
  Diluted                                                           $       0.02     $      (0.08)    $       0.04     $      (0.20)
                                                                    ============     ============     ============     ============
See notes to condensed financial statements.
</TABLE>


                                       3
<PAGE>


<TABLE>


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




                                                                Preferred Stock            Common Stock                 Additional
                                                                -------------------------------------------------         Paid-In
                                                                Shares     Par Value       Shares       Par Value         Capital

<S>                                                             <C>        <C>             <C>          <C>            <C>
BALANCE, JANUARY 1, 2000                                                                   5,853,756    $    58,538    $ 46,383,936
Comprehensive loss:
  Net loss
  Unrealized gain on available for sale
     investment securities, net of tax of $411,821
      Comprehensive loss
  Issuance of common stock to Employee
    Stock Purchase Plan                                                                       75,995            760         366,393
  Purchase of treasury stock
                                                                -------    -----------     ---------    -----------    ------------
BALANCE,  DECEMBER 31, 2000                                                                5,929,751         59,298      46,750,329
Comprehensive income:
  Net Income
  Unrealized gain on available for sale
     investment securities, net of tax of $125,184
      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                                     (137,575)
  Purchase of treasury stock
                                                                -------    -----------     ---------    -----------    ------------
BALANCE, SEPTEMBER 30, 2001                                     102,283    $ 6,955,244     5,979,860       $ 59,799    $ 46,839,341
                                                                =======    ===========     =========    ===========    ============






                                                                                              Accumulated
                                                                                                 Other
                                                                                              Comprehensive
                                                            Accumulated        Treasury       Income (loss)
                                                              Deficit           Stock          Net of Tax          Total

BALANCE, JANUARY 1, 2000                                   $ (5,680,069)    $ (858,844)        $ (668,706)     $ 39,234,855
Comprehensive loss:
  Net loss                                                   (1,080,153)                                         (1,080,153)
  Unrealized gain on available for sale
     investment securities, net of tax of $411,821                                                682,576           682,576
                                                                                                               ------------
      Comprehensive loss                                                                                           (397,577)
  Issuance of common stock to Employee
    Stock Purchase Plan                                                                                             367,153
  Purchase of treasury stock                                                  (647,992)                            (647,992)
                                                           ------------    -----------         ----------      ------------
BALANCE,  DECEMBER 31, 2000                                  (6,760,222)    (1,506,836)            13,870        38,556,439
Comprehensive income:
  Net Income                                                    343,512                                             343,512
  Unrealized gain on available for sale
     investment securities, net of tax of $125,184                                                425,373           425,373
      Comprehensive income                                                                                          768,885
  Issuance of common stock to Employee
    Stock Purchase Plan                                                                                             227,088
  Issuance of Series B Preferred Stock                                                                            6,817,669
  Purchase of treasury stock                                                  (241,411)                            (241,411)
                                                           ------------    -----------         ----------      ------------
BALANCE, SEPTEMBER 30, 2001                                $ (6,416,710)  $ (1,748,247)         $ 439,243      $ 46,128,670
                                                           ============   ============          =========      ============

        See notes to condensed financial statements.

</TABLE>

                                       4
<PAGE>

<TABLE>


FLORIDA BANKS, INC.
CONDENSED STATEMENTS OF CASH FLOWS  (Unaudited)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         Nine-Month Period Ended
                                                                                                                September 30,
                                                                                                  ----------------------------------
                                                                                                          2001              2000
                                                                                                  ----------------------------------

OPERATING ACTIVITIES:
<S>                                                                                                 <C>               <C>
  Net income (loss)                                                                                 $     343,512     $  (1,136,723)
  Adjustments to reconcile net income (loss) to net cash provided by operating activities:
      Depreciation and amortization                                                                       569,660           486,608
      Loss on disposition of furniture and equipment                                                       14,518
      Deferred income tax provision (benefit)                                                             208,894          (685,824)
      Loss (gain) on sale of securities                                                                   (73,976)            4,203
      Amortization of premiums on investments, net                                                       (227,180)         (127,640)
      Provision for loan losses                                                                         1,443,670         1,586,302
      Loss on derivative instruments                                                                      (31,654)
      Increase in accrued interest receivable                                                            (119,861)         (603,091)
      (Decrease) increase in accrued interest payable                                                     253,620         1,104,557
      (Increase) decrease in other assets                                                                  55,296          (421,815)
      Increase (decrease) in other liabilities                                                            538,283           (77,206)
                                                                                                    -------------     --------------
           Net cash provided by operating activities                                                    2,974,782           129,371
                                                                                                    -------------     --------------

INVESTING ACTIVITIES:
  Proceeds from sales, paydowns and maturities of investment securities:
    Available for sale                                                                                 12,196,782         9,146,407
    Held to maturity                                                                                    3,579,079         1,044,918
  Purchases of investment securities:
    Available for sale                                                                                 (9,985,910)      (14,247,574)
    Held to maturity                                                                                   (3,361,015)       (4,100,767)
    Other investments                                                                                    (355,900)         (280,350)
  Net increase in loans                                                                               (75,685,755)     (104,201,421)
  Purchases of premises and equipment                                                                    (586,408)       (1,058,547)
                                                                                                    -------------     --------------
           Net cash used in investing activities                                                      (74,199,127)     (113,697,334)
                                                                                                    -------------     --------------

FINANCING ACTIVITIES:
  Net increase in demand deposits, money market accounts and savings accounts                          27,893,750        12,536,615
  Net increase in time deposits                                                                        42,940,995        96,287,553
  Increase in repurchase agreements                                                                    15,010,827         4,665,667
  Increase (decrease) in borrowed funds                                                                 2,482,935           (19,067)
  Purchase of treasury stock                                                                             (241,411)         (647,992)
  Exercise of stock options                                                                               367,153
  Proceeds from sale of Series B preferred stock                                                        6,817,669
                                                                                                    -------------     --------------
           Net cash provided by financing activities                                                   94,904,765       113,189,929
                                                                                                    -------------     --------------

 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                  23,680,420          (378,034)
CASH AND CASH EQUIVALENTS:
  Beginning of period                                                                                  43,687,964        25,958,628
                                                                                                    -------------     --------------

  End of period                                                                                     $  67,368,384     $  25,580,594
                                                                                                    =============     =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid for interest                                                                          $  12,450,499     $   4,772,436
                                                                                                    =============     =============
NONCASH FINANCING ACTIVITIES:
Proceeds from demand deposits used to purchase shares of
     common stock under Employee Stock Purchase Plan                                                $     227,088     $     161,497
                                                                                                    =============     =============

See notes to condensed financial statements.

</TABLE>




                                       5
<PAGE>

FLORIDA BANKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE-MONTH PERIODS ENDED
SEPTEMBER 30, 2001 AND 2000 (UNAUDITED)
--------------------------------------------------------------------------------


1.   BASIS OF PRESENTATION

     Florida Banks,  Inc. (the  "Company") was  incorporated on October 15, 1997
     for the purpose of becoming a bank  holding  company  and  acquiring  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.  Shareholders of the Bank received  1,375,000  shares of common
     stock of the Company  valued at  $13,750,000.  The Merger was  considered a
     reverse  acquisition for accounting  purposes,  with the Bank identified as
     the accounting  acquiror.  The Merger has been accounted for as a purchase,
     but  no  goodwill  has  been  recorded  in the  Merger  and  the  financial
     statements of the Bank have become the historical  financial  statements of
     the Company.

     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,  2000.  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, 2001,  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,
                                                                  --------------------------------  --------------------------------
                                                                       2001             2000             2001             2000
                                                                  ---------------  ---------------  ---------------  ---------------

<S>                                                                 <C>               <C>              <C>               <C>
Weighted average number of common
  shares outstanding - Basic                                        5,726,851         5,672,684        5,709,203         5,678,818

Incremental shares from the assumed
  conversion of stock options                                           1,514                 -            2,531                 -
                                                                    ---------         ---------        ---------         ---------
Total - Diluted                                                     5,728,365         5,672,684        5,711,734         5,678,818
                                                                    =========         =========        =========         =========

</TABLE>

                                       6
<PAGE>



FLORIDA BANKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE-MONTH PERIODS ENDED
SEPTEMBER 30, 2001 AND 2000 (UNAUDITED)  (Continued)
--------------------------------------------------------------------------------


     The incremental shares from the assumed conversion of stock options for the
     three and nine-month periods ended September 30, 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  exercise  prices  of  stock  options  outstanding  in  the  three  and
     nine-month periods ended September 30, 2000 was above the fair market value
     of the stock  during that  period,  therefore  the  options are  considered
     anti-dilutive for purposes of calculating the loss 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, 2001
                                                 -------------------------------
                                                  Contract/Notional       Fair
                                                       Amount             Value

     Interest rate swap agreements                 $13,620,351       $   144,975
     Foreign currency swap agreements              $ 2,000,000       $    23,277


     Interest  rate swap  agreements  consist of two separate  agreements  which
     qualify for the fair value method of hedge  accounting under the "short-cut
     method" based on the  guidelines  established  by SFAS No. 133, and several
     loan  participation  agreements  accounted for as derivatives  which do not
     qualify  for hedge  accounting.  The Company  recognized  a gain of $41,356
     during the  three-month  period  ended  September  30,  2001 as a result of
     changes  in  the  fair  value  of  those  loan  participation   agreements.
     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  will be  reflected  in the
     earnings of the Company. The Company recognized a loss of $5,082 during the
     three-month  period ended  September 30, 2001, and a loss of $9,702 for the
     nine-month  period ended  September  30, 2001 as a result of changes in the
     fair value of the foreign currency agreement.


                                       7
<PAGE>



FLORIDA BANKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE-MONTH PERIODS ENDED
SEPTEMBER 30, 2001 AND 2000 (UNAUDITED)  (Continued)
--------------------------------------------------------------------------------


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.

     Conversion Rights

     Each  share of  preferred  stock is  convertible  into  ten  shares  of the
     Company's common stock at a price of $6.80 per share (subject to adjustment
     for stock splits,  stock  dividends,  etc.).  The  preferred  stock will be
     automatically  converted  to common  stock upon the  following  events:  1)
     change in control;  2) if the average closing price of the Company's common
     stock for any 30  consecutive  trading  day period is at or above $8.00 per
     share; or 3) the consummation of an underwritten public offering at a price
     of $8.00 per share or greater of the Company's common stock.

     Dividends

     Cumulative cash dividends  accrue at seven percent annually and are payable
     quarterly in arrears.

     Liquidation Preference

     In the event of any  liquidation,  dissolution or winding up of the affairs
     of the Company,  the holders of Series B preferred stock at that time shall
     receive  $68.00  per  share  plus an amount  equal to  accrued  and  unpaid
     dividends  thereon through and including the date of distribution  prior to
     any distribution to holders of common stock. The liquidation  preference at
     September 30, 2001 was $7,082,617.

5.   RECENT ACCOUNTING PRONOUNCEMENTS

     In July of 2001, the Financial  Accounting  Standards Board ("FASB") issued
     Statements   of  Financial   Accounting   Standards   No,  141,   "Business
     Combinations"  (SFAS 141),  and No.  142,  "Goodwill  and Other  Intangible
     Assets" (SFAS 142). SFAS 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.  It does not appear the Statement will have a material impact on the
     Company's financial position or results of operations.

                                       8
<PAGE>




FLORIDA BANKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE - MONTH PERIODS ENDED
SEPTEMBER 30, 2001 AND 2000 (UNAUDITED)  (Continued)
--------------------------------------------------------------------------------



     SFAS 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. As the Company does not  currently  have
     recorded  goodwill,  it does not appear the Statement  will have a material
     impact on the Company's financial position or results of operations.


6.   SUBSEQUENT EVENT

     On November 6, 2001,  a company and its owners  filed a suit in the Circuit
     Court of  Hillsborough  County against the Company and two of its officers.
     The plaintiffs  are seeking  damages,  fees and expenses  purported to have
     been caused by the failure to consummate the Company's proposed acquisition
     of their business.

     Management  believes that the suit is without merit and the Company intends
     to vigorously  defend  itself in this action.  The Company has notified its
     insurance carrier and management  believes that the suit will be covered by
     such insurance,  net of a small  deductible.  Management  believes that the
     ultimate  outcome  of this  suit  will not have a  material  impact  on the
     Company's financial position or results of operations.









                                       9
<PAGE>



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 Form 10-Q.

RESULTS OF OPERATIONS

Three Months Ended  September 30, 2001 Compared to Three Months Ended  September
30, 2000

The  Company's  net income for the third  quarter  of 2001 was  $220,000  before
preferred stock dividends and $93,000 available to common shares,  compared to a
loss of ($475,000)  for the  three-month  period ending  September 30, 2000. The
Company  had no  outstanding  preferred  shares  at  September  30,  2000 and no
preferred  dividends  accrued or payable at that date. Basic earnings per common
share for the third quarter of 2001 was $0.02  compared to basic loss per common
share of ($.08) for the third quarter of 2000. The increase in net income can be
primarily attributed to increased net interest income.

The  increase in net interest  income of $1.4 million or 57.9%,  to $3.9 million
for the third  quarter of 2001 compared to $2.5 million for the third quarter in
2000,  consists of an increase in interest income of $1.7 million, or 26.3%, and
an increase in interest  expense of $223,000,  or 5.8%. The increase in interest
income in the third quarter of 2001 is primarily  attributable to an increase of
$1.7  million in interest  and fees on loans  resulting  from growth in the loan
portfolio.  The increase in interest expense resulted primarily from an increase
of $201,000 in interest on deposits attributable to growth in deposits.

The  provision  for loan  losses  charged  to  operations  decreased  $57,000 to
$820,000  for the third  quarter of 2001 from  $877,000 in the third  quarter of
2000. This decrease in provision reflects a decrease in net nonperforming assets
to $2,317,685 at September 30, 2001 from  $3,341,839 at September 30, 2000.  Net
nonperforming  assets are defined as nonaccrual loans plus loans 90 days or more
past due and still  accruing,  plus other real  estate  owned,  less  applicable
government loan guarantees.

Non-interest  income  increased  134.8% or $339,000  to  $591,000  for the three
months  ended  September  30,  2001 from  $252,000  for the three  months  ended
September 30, 2000. The increase in non-interest  income primarily resulted from
an increase in service fees of $214,000 to $336,000 at  September  30, 2001 from
$122,000 at September 30, 2000. The increase in service fees resulted  primarily
from an increase in deposits.

Non-interest  expense  increased  $728,000  or  27.6%  to $3.4  million  for the
three-month  period ended  September  30, 2001  compared to $2.6 million for the
three-month  period  ended  September  30, 2000.  The  increase in  non-interest
expense  resulted  primarily  from  increases  in salaries  and  benefits,  data
processing  expenses,  and  other  expenses.   Salaries  and  benefits  expenses
increased  $512,000 to $2.2  million for the third  quarter of 2001  compared to
$1.6  million for the third  quarter of 2000.  This  increase is  primarily  the
result of additional  staff  associated with the overall growth of the Company's
business.  Data processing  expenses  increased $49,000 or 37.8% to $179,000 for
the three months ended  September  30, 2001 as compared to $130,000 for the same
period in 2000. This increase resulted primarily from the additional  processing
expenses associated with the increased volume of loans and deposit accounts. All
other  expenses  increased  $167,000,  or 19.2% to $1.0  million  for the  third
quarter  of 2001  compared  to  $867,000  for the third  quarter  of 2000.  This
increase is primarily  attributed  to the expenses  associated  with  supporting
operations related to the overall growth of the Company.

A provision  for income taxes of $134,000  was  recognized  for the  three-month
period  ended  September  30, 2001 as compared to a benefit for income  taxes of
($287,000) for the three-month period ended September 30, 2000. These provisions


                                       10
<PAGE>

and benefits for income taxes represent an estimated  effective  annual tax rate
of approximately 38%.


Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30,
2000

The  Company's net income before  preferred  stock  dividends for the first nine
months of 2001 was  $344,000,  and net  income  available  to common  shares was
$216,000,  compared to a loss of ($1.1 million) for the same period in 2000. The
Company  had no  outstanding  preferred  shares  at  September  30,  2000 and no
preferred  dividends  accrued or payable at that date. Basic earnings per common
share for the first  nine  months of 2001 was $0.04  compared  to basic loss per
common  share of ($.20) for the first nine months of 2000.  The  increase in net
income can be primarily attributed to increased net interest income.

The increase in net interest  income of $3.5 million or 48.4%,  to $10.6 million
for the first nine months of 2001 compared to $7.2 million the first nine months
in 2000,  consists of an increase in interest income of $6.7 million,  or 39.9%,
and an increase in interest  expense of $3.2 million,  or 33.5%. The increase in
interest income in the first nine months of 2001 is primarily attributable to an
increase of $6.6 million in interest and fees on loans resulting from the growth
in the loan  portfolio.  The  increase  in  interest  expense for the first nine
months of 2001 is  primarily  attributable  to an  increase  of $2.8  million in
interest on deposits resulting from the growth in deposits.

The provision for loan losses charged to operations  decreased  $143,000 to $1.4
million  for the first nine  months of 2001 from $1.6  million in the first nine
months  of  2000.  This  decrease  in  provision  reflects  a  decrease  in  net
nonperforming  assets to  $2,317,685  at September  30, 2001 from  $3,341,839 at
September 30, 2000.  Net  nonperforming  assets are defined as nonaccrual  loans
plus loans 90 days or more past due and still  accruing,  plus other real estate
owned, less applicable government loan guarantees.

Non-interest  income  increased  117.3% or $709,000 to $1.3 million for the nine
months  ended  September  30,  2001  from  $604,000  for the nine  months  ended
September 30, 2000. The increase in non-interest  income primarily resulted from
an increase in service fees of $392,000 to $852,000 at  September  30, 2001 from
$460,000 at September 30, 2000. The increase in service fees resulted  primarily
from an increase in deposits.  Other  noninterest  income increased  $239,000 to
$388.000 for the nine months ended September 30, 2001 from $149,000 for the same
period in 2000.  This  increase  was  primarily  attributable  to an increase in
ACH/EFT (Automated Clearing House/Electronic Funds Transfer) activities.

Non-interest  expense  increased  $1.9  million or 24.3% to $9.9 million for the
nine-month  period  ended  September  30, 2001  compared to $8.0 million for the
nine-month period ended September 30, 2000. The increase in non-interest expense
resulted primarily from increases in salaries and benefits, data processing, and
other expenses.  Salaries and benefits  expenses  increased $1.2 million to $6.3
million for the first nine months of 2001 compared to $5.1 million for the first
nine months of 2000.  This increase is primarily the result of additional  staff
associated  with the overall growth of the Company's  business.  Data processing
expenses  increased  $189,000  or 58.6% to $511,000  for the nine  months  ended
September  30, 2001 as compared  to $322,000  for the same period in 2000.  This
increase resulted primarily from the additional  processing  expenses associated
with the  increased  volume of loans and deposit  accounts.  All other  expenses
increased  $524,000,  or 20.3% to $3.1 million for the first nine months of 2001
compared to $2.6  million for the first nine  months of 2000.  This  increase is
primarily  attributed  to the expenses  associated  with  supporting  operations
related to the overall growth of the Company.

A provision  for income  taxes of $209,000  was  recognized  for the  nine-month
period  ended  September  30, 2001 as compared to a benefit for income  taxes of
($686,000) for the same period ended  September 30, 2000.  These  provisions and

                                       11
<PAGE>


benefits for income taxes  represent an estimated  effective  annual tax rate of
approximately 38%.

FINANCIAL CONDITION

Total assets at  September  30, 2001 were $469.4  million,  an increase of $96.6
million or 25.9%,  from $372.8  million at December  31,  2000.  The increase in
total assets  primarily  resulted from the  investment of new deposit growth and
other  borrowed  funds in loans and  federal  funds  sold.  Federal  funds  sold
increased  $23.7  million or 76.4% to $54.6  million at  September  30,  2001 as
compared  to  $31.0  million  at  December  31,  2000.  These  assets  represent
short-term  reserves for future  funding of loan growth.  Investment  securities
decreased $1.1 million or 3.0% to $35.7 million at September 30, 2001 from $36.8
million at December 31, 2000.  The decrease in  investment  securities  reflects
sales  and  maturities  of  investment  securities  in excess  of  purchases  of
investment securities during the first nine months of 2001.

Total loans  increased  $75.0 million,  or 26.3%, to $360.6 million at September
30, 2001,  from $285.6 million at December 31, 2000. The increase in total loans
was funded by increases in depository accounts,  repurchase  agreements sold and
other borrowings.  The allowance for loan losses increased $726,000 or 20.7% for
the first nine months of 2001.  The increase  resulted from net  charge-offs  of
loans of  $718,000  plus  additional  provisions  of $1.4  million,  during  the
nine-month  period ended  September 30, 2001. The allowance for loan losses as a
percent of total loans was 1.18% at September 30, 2001 and 1.23% at December 31,
2000.  Management  believes that such allowance for loan losses is sufficient to
cover estimated losses in the Bank's loan portfolio.

Deposits  increased $70.7 million,  or 23.2%, to $375.9 million at September 30,
2001 from $305.2  million at December 31, 2000.  The increase in total  deposits
resulted from an increase of $5.7 million or 13.6% in non-interest  deposits, an
increase of $2.9  million or 23.4% in  interest-bearing  demand,  an increase of
$16.4 million or 35.6% in savings, an increase of $2.7 million or 95.0% in money
market accounts, an increase of $43.3 million or 37.0% in time deposits $100,000
and over,  partially  offset by a decrease of $207,000,  or 0.2%,  in other time
deposits. Time deposits often fluctuate in response to interest rate changes and
can vary  rather  significantly  on a  quarterly  basis.  The  increase  in time
deposits  resulted  primarily from an increase in brokered  deposits.  Growth in
other deposit  categories are primarily  attributable to continued  expansion of
the Company's customer base as a result of ongoing marketing activities, and the
conversion of the Marion County (Ocala)  office to a full-service  office during
the second quarter of 2001.

Repurchase  agreements sold increased $15.0 million,  or 79.8%, to $33.8 million
at September  30, 2001 from $18.8 million at December 31, 2000.  Other  borrowed
funds  increased  $2.5  million,  or 34.4% to $9.7 million at September 30, 2001
from $7.2 million at December 31, 2000.  The increases in repurchase  agreements
sold and  other  borrowed  funds are  primarily  due to  increased  use of these
instruments  to help  fund  continued  loan  growth.  Accrued  interest  payable
increased  $254,000 or 11.5%,  to $2.5 million at  September  30, 2001 from $2.2
million at December 31, 2000.  This  increase is due primarily to an increase in
the level of  interest-bearing  liabilities  at September 30, 2001 from December
31, 2000, partially offset by a reduction in overall interest rates.

Shareholders' equity increased by $7.6 million to $46.1 million at September 30,
2001,  from $38.6  million at December 31, 2000.  This increase is primarily the
result of the private  placement  of $6.8  million of Series B  Preferred  Stock
during the second  quarter,  combined  with an increase  in other  comprehensive
income  related  to an  unrealized  gain  in the  Company's  bond  portfolio  of
$425,000, and net income for the first nine months of 2001 of $344,000.


                                       12
<PAGE>


Non-accrual  loans increased $1.4 million to $2.9 million at September 30, 2001,
compared to $1.5 million at December 31, 2000. The increase  primarily  resulted
from loans outstanding to one customer being changed from accrual to non-accrual
status during the first half of 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.

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
2001.

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, 2001
financial  statements  evidence a satisfactory  liquidity position as total cash
and cash  equivalents  amounted to $67.4  million,  representing  14.4% of total
assets.  Investment  securities amounted to $35.7 million,  representing 7.6% 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, 2001, total
deposits  increased from $305.2 million at December 31, 2000 to $376.0  million,
or 23.2%.  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.

The table below  illustrates the Bank's  regulatory  capital ratios at September
30, 2001:

<TABLE>


                                                                 September 30,               Regulatory
Bank                                                                  2001                   Requirement
----                                                          ---------------------     ----------------------

<S>                                                                 <C>                         <C>
          Tier 1 Capital                                            9.74 %                      4.00 %
               =                                                    ====                        ====

          Total risk-based capital ratio                           10.86 %                      8.00 %
                                                                   =====                        ====

          Leverage ratio                                            8.55 %                      4.00 %
                                                                    ====                        ====

</TABLE>



                                       13
<PAGE>


CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING STATEMENTS

The foregoing  Management's  Discussion and Analysis  contains  various "forward
looking  statements"  within the meaning of Section 27A of the Securities Act of
1933,  as amended,  and Section 21E of the  Securities  Exchange Act of 1934, as
amended, which represent the Company's expectations or beliefs concerning future
events,  including,  but not limited to, statements regarding growth in sales of
the Company's products, profit margins and the sufficiency of the Company's cash
flow for its future liquidity and capital resource needs. These  forward-looking
statements  are further  qualified by important  factors that could cause actual
results to differ materially from those in the forward-looking statements.


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
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,
2001, the Bank had a cumulative gap ratio of approximately  .84 for the one-year
period  ending  September  30, 2002.  At September  30, 2001,  the Company had a
cumulative gap ratio of 1.52 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 a liability 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, 2001,  indicates that a 200 basis point
increase in rates would  cause an  increase in net  interest  income of $679,000
over the next  twelve-month  period.  Conversely,  a 200 basis point decrease in
rates  would  cause  a  decrease  in net  interest  income  of  $879,000  over a

                                       14
<PAGE>


twelve-month  period.  While the gap  analysis  indicates  the Bank is liability
sensitive  over the next  twelve-month  period,  a decrease in interest rates is
projected to have a negative  impact on net interest  income.  This is because a
movement in interest  rates on assets,  primarily  loans tied to the prime rate,
does not necessarily result in an equivalent  movement in rates paid on deposits
and borrowings.  Also, certain liabilities,  primarily  certificates of deposit,
reprice only at maturity.  Because certain liabilities reprice only at maturity,
a decrease in interest rates does not produce any reduction in interest  expense
related to those liabilities until they mature.

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

     At September 30, 2001, 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,  2001,  in
management's  opinion  there  was no  significant  risk of loss in the  event of
nonperformance of the counterparties to these financial instruments.



Part II.  Other Information

Item 1.  Legal Proceedings

         No disclosure required.

Item 2.  Changes in Securities

         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  shares of Series B
         Preferred  stock were  issued  for  $68.00 per share  through a private
         placement.

         Each share of  preferred  stock is  convertible  into ten shares of the
         Company's  common  stock at a price  of $6.80  per  share  (subject  to
         adjustment  for stock splits,  stock  dividends,  etc.).  The preferred
         stock  will  be  automatically  converted  to  common  stock  upon  the
         following events: 1) change in control; 2) if the average closing price
         of the Company's common stock for any 30 consecutive trading day period
         is  at  or  above  $8.00  per  share;  or  3)  the  consummation  of an
         underwritten  public  offering at a price of $8.00 per share or greater
         of the Company's common stock.

         Cumulative  cash  dividends  accrue at seven  percent  annually and are
         payable  quarterly  in  arrears.  In  the  event  of  any  liquidation,


                                       15
<PAGE>


         dissolution or winding up of the affairs of the Company, the holders of
         Series B preferred  stock at that time shall  receive  $68.00 per share
         plus an amount equal to accrued and unpaid  dividends  thereon  through
         and including the date of  distribution  prior to any  distribution  to
         holders of common stock.

         The Series B Preferred  Stock  issued in  connection  with the offering
         were not required to be registered  because such securities were issued
         in a transaction not involving any "public offering" within the meaning
         of Section 4(2) of the Securities Act of 1933, as amended,  in reliance
         on Rule 506 under the  Securities  Act. In  connection  therewith,  the
         Company   obtained  a   representation   that  each  purchaser  was  an
         "accredited  investor" as defined in Rule 501(a)  under the  Securities
         Act.  In  addition,  there  was  no  general  solicitation  or  general
         advertising in connection with such issuance.  The Company plans to use
         the proceeds  received in the offering to fund its continued  expansion
         and growth in the dynamic markets of Florida.


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.

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits.  No Exhibits were required to be filed with this Report.

         (b)  Reports on Form 8-K.

              On July 3, 2001, the Company filed a Form 8-K to announce the sale
              of $6.8 million of the Company's Series B Preferred Stock.


                                       16
<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 9, 2001                  By:  /s/ Charles E. Hughes, Jr.
                                              ----------------------------------
                                         Charles E. Hughes, Jr.
                                         President and Chief Executive Officer


Date:  November 9, 2001                  By:  /s/ T. Edwin Stinson, Jr.
                                              ----------------------------------
                                         T. Edwin Stinson, Jr.
                                         Chief Financial Officer


                                       17