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 March 31, 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 MARCH 31, 2002
      PER SHARE                              5,694,531












                                       1
<PAGE>


Item 1. Financial Statements
FLORIDA BANKS, INC.
CONDENSED BALANCE SHEETS (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
                                                                                          March 31,          December 31,
                                                                                            2002                2001
<S>                                                                                     <C>                  <C>
ASSETS
CASH AND DUE FROM BANKS                                                                 $ 25,828,427         $ 19,332,159
FEDERAL FUNDS SOLD AND REPURCHASE AGREEMENTS                                              35,507,000           54,657,000
                                                                                        ------------         ------------
           Total cash and cash equivalents                                                61,335,427           73,989,159

INVESTMENT SECURITIES:
  Available for sale, at fair value (cost $44,011,519 and $33,562,507
    at March 31, 2002 and December 31, 2001)                                              44,301,762           33,954,045
  Held to maturity, at cost (fair value $2,903,663 and $2,934,245
    at March 31, 2002 and December 31, 2001)                                               2,879,205            2,867,163
  Other investments                                                                        2,064,550            2,064,550
                                                                                        ------------         ------------
           Total investment securities                                                    49,245,517           38,885,758

LOANS:
  Commercial real estate                                                                 230,995,711          210,373,284
  Commercial                                                                             148,714,163          142,910,691
  Residential mortgage                                                                    25,198,213           22,308,820
  Consumer                                                                                28,247,662           23,158,053
  Credit card and other loans                                                              1,916,116            2,911,884
                                                                                        ------------         ------------
           Total loans                                                                   435,071,865          401,662,732
  Allowance for loan losses                                                               (5,064,904)          (4,692,216)
  Net deferred loan fees                                                                    (265,080)            (218,821)
                                                                                        ------------         ------------
           Net loans                                                                     429,741,881          396,751,695

PREMISES AND EQUIPMENT, NET                                                                3,274,751            3,361,882
ACCRUED INTEREST RECEIVABLE                                                                1,919,562            1,722,746
DEFERRED INCOME TAXES, NET                                                                 3,760,242            4,016,786
DERIVATIVE INSTRUMENTS                                                                       192,532              279,784
OTHER REAL ESTATE OWNED                                                                    2,534,848            2,777,827
OTHER ASSETS                                                                                 496,030              537,588
                                                                                        ------------         ------------
TOTAL ASSETS                                                                            $552,500,790         $522,323,225
                                                                                        ============         ============

LIABILITIES AND SHAREHOLDERS' EQUITY
DEPOSITS:
  Noninterest-bearing demand                                                            $ 62,241,280         $ 99,899,425
  Interest-bearing demand                                                                 19,356,734           19,164,133
  Regular savings                                                                         91,455,411           64,338,080
  Money market accounts                                                                    7,134,832            6,342,009
  Time $100,000 and over                                                                 198,551,474          193,816,109
  Other time                                                                              65,488,423           67,689,519
                                                                                        ------------         ------------
          Total deposits                                                                 444,228,154          451,249,275

REPURCHASE AGREEMENTS SOLD                                                                39,177,781            4,495,547
OTHER BORROWED FUNDS                                                                      12,731,208            9,714,692
ACCRUED INTEREST PAYABLE                                                                   2,735,750            2,863,882
ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                                      1,299,076            2,038,795
                                                                                        ------------         ------------
          Total liabilities                                                              500,171,969          470,362,191
                                                                                        ------------         ------------
COMPANY OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES
   OF SUBSIDIARY TRUST                                                                     5,789,810            5,819,000
                                                                                        ------------         ------------
SHAREHOLDERS' EQUITY:
  Series B Preferred Stock, $68.00 par value, 1,000,000 shares authorized,
    102,283 shares issued and outstanding                                                  6,955,244            6,955,244
  Common stock, $.01 par value; 30,000,000 shares authorized; 5,996,731 and
    5,979,860 shares issued, respectively                                                     59,968               59,799
  Additional paid-in capital                                                              46,914,522           46,828,142
  Accumulated deficit (deficit of $8,434,037
     eliminated upon quasi-reorganization on December 31, 1995)                           (5,705,551)          (6,079,156)
  Treasury stock 302,200 shares at cost.                                                  (1,866,197)          (1,866,197)
  Accumulated other comprehensive income, net of tax                                         181,025              244,202
                                                                                        ------------         ------------
          Total shareholders' equity                                                      46,539,011           46,142,034
                                                                                        ------------         ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                              $552,500,790         $522,323,225
                                                                                        ============         ============
See notes to condensed financial statements

</TABLE>


                                       2
<PAGE>

FLORIDA BANKS, INC.
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
                                                                                Three-Month Period Ended
                                                                                         March 31,
                                                                      ---------------------------------------------
                                                                             2002                       2001
                                                                      --------------------       ------------------
<S>                                                                     <C>                        <C>
INTEREST INCOME:

  Loans, including fees                                                 $    7,230,160             $    6,766,915

  Investment securities                                                        575,134                    697,829

  Federal funds sold and repurchase agreements                                 202,859                    291,968
                                                                        --------------             --------------
          Total interest income                                              8,008,153                  7,756,712
                                                                        --------------             --------------
INTEREST EXPENSE:

  Deposits                                                                   3,485,513                  3,945,698

  Repurchase agreements                                                        126,135                    391,659

  Borrowed funds                                                               117,136                     96,157
                                                                        --------------             --------------
          Total interest expense                                             3,728,784                  4,433,514
                                                                        --------------             --------------

NET INTEREST INCOME                                                          4,279,369                  3,323,198

PROVISION FOR LOAN LOSSES                                                      380,434                    239,384
                                                                        --------------             --------------

NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES                                                 3,898,935                  3,083,814
                                                                        --------------             --------------
NONINTEREST INCOME:
  Service fees                                                                 368,448                    224,247

  Other noninterest income                                                     168,760                     94,672
                                                                        --------------             --------------
                                                                               537,208                    318,919

NONINTEREST EXPENSES:
  Salaries and benefits                                                      2,188,843                  2,161,337

  Occupancy and equipment                                                      466,550                    436,485

  Data processing                                                              196,914                    163,269

  Dividends on preferred security of subsidiary trust                           82,982

  Other                                                                        697,870                    545,612
                                                                        --------------             --------------

                                                                             3,633,159                  3,306,703

INCOME BEFORE PROVISION
   FOR INCOME TAXES                                                            802,984                     96,030

PROVISION FOR INCOME TAXES                                                     306,662                     35,470
                                                                        --------------             --------------
NET INCOME                                                              $      496,322             $       60,560
                                                                        ==============             ==============
PREFERRED STOCK DIVIDENDS                                                     (120,049)

NET INCOME APPLICABLE TO COMMON SHARES                                  $      376,273             $       60,560
                                                                        ==============             ==============
EARNINGS  PER COMMON SHARE:
  Basic                                                                 $         0.07             $         0.01
                                                                        ==============             ==============
  Diluted                                                               $         0.07             $         0.01
                                                                        ==============             ==============
See notes to condensed financial statements

</TABLE>



                                       3
<PAGE>


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



<TABLE>

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


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

BALANCE, DECEMBER 31, 2001                           102,283       6,955,244    5,979,860      59,799     46,828,142     (6,079,156)
Comprehensive income:
   Net Income                                                                                                               496,322
  Unrealized gain on available for sale
     investment securities, net of tax
     of $38,118

      Comprehensive income
Issuance of common stock to Employee
    Stock Purchase Plan                                                            16,871         169         86,380
Series B Preferred Stock Dividends Paid                                                                                    (122,717)
Purchase of treasury stock
                                                     -------      ----------    ---------     -------    -----------      ---------

BALANCE, MARCH 31, 2002  (Unaudited)                 102,283      $6,955,244    5,996,731     $59,968    $46,914,522    $(5,705,551)
                                                     =======      ==========    =========     =======    ===========    ===========




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


BALANCE, JANUARY 1, 2001                                  $ 13,870       $(1,506,836)     $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)        (359,361)

BALANCE, DECEMBER 31, 2001                                 244,202        (1,866,197)      46,142,034
Comprehensive income:
   Net Income                                                                                 496,322
  Unrealized gain on available for sale
     investment securities, net of tax
     of $38,118                                            (63,177)                           (63,177)
                                                                                          -----------
      Comprehensive income                                                                    433,145
Issuance of common stock to Employee
    Stock Purchase Plan                                                                        86,549
Series B Preferred Stock Dividends Paid                                                      (122,717)
Purchase of treasury stock                                                                          -
                                                          --------       -----------      -----------

BALANCE, MARCH 31, 2002  (Unaudited)                      $181,025       $(1,866,197)     $46,539,011
                                                          ========       ===========      ===========
</TABLE>


See notes to condensed financial statements


                                        4
<PAGE>

FLORIDA BANKS, INC.
CONDENSED STATEMENTS OF CASH FLOWS  (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
                                                                                                          Three-Month Period Ended
                                                                                                                   March 31,
                                                                                                      ------------------------------
OPERATING ACTIVITIES:                                                                                       2002              2001
                                                                                                      ------------------------------
<S>                                                                                                   <C>              <C>
  Net income                                                                                          $    496,322     $     60,560
  Adjustments to reconcile net income to net cash provided by (used in) operating activities:
      Depreciation and amortization                                                                        206,930          170,840
      Reinvested dividends on investment securities                                                        (40,686)
      Deferred income tax provision                                                                        294,662           35,470
      Loss on disposition of furniture and equipment                                                                          6,577
      Accretion of discount on investments, net                                                            (25,488)         (79,347)
      Amortization of premium on loans                                                                      42,223
      Provision for loan losses                                                                            380,434          239,384
      Loss on foreign currency translation                                                                  23,594
      Loss on derivative instruments                                                                        13,277
      Increase in accrued interest receivable                                                             (196,816)         (82,475)
      Decrease in accrued interest payable                                                                (128,132)        (190,440)
      Decrease (increase) in other assets                                                                   41,558         (602,519)
      Decrease in other liabilities                                                                       (739,719)        (221,210)
                                                                                                      ------------     ------------
           Net cash provided by operating activities                                                       368,159         (663,160)
                                                                                                      ------------     ------------

INVESTING ACTIVITIES:
  Proceeds from sales, paydowns and maturities of investment securities:
    Available for sale                                                                                   2,745,158        1,829,730
    Held to maturity                                                                                                      2,579,079
  Purchases of investment securities:
    Available for sale                                                                                 (13,140,037)      (4,346,584)
    Held to maturity                                                                                                     (3,361,015)
    Other investments                                                                                                      (136,700)
  Net increase in loans                                                                                (33,436,437)     (15,048,133)
  Proceeds from sale of other real estate owned                                                            242,979
  Purchases of premises and equipment                                                                     (119,799)        (173,025)
                                                                                                      ------------     ------------
           Net cash used in investing activities                                                       (43,708,136)     (18,656,648)
                                                                                                      ------------     ------------

FINANCING ACTIVITIES:
  Net (decrease) increase in demand deposits, money market accounts and savings accounts                (9,394,866)       6,736,396
  Net increase in time deposits                                                                          2,534,269        3,016,153
  Increase in repurchase agreements                                                                     34,682,234       15,519,385
  Increase (decrease) in borrowed funds                                                                     16,516           (2,657)
  Proceeds from FHLB advances                                                                            3,000,000
  Preferred dividends paid                                                                                (122,718)
  Issuance cost of trust preferred securities                                                              (29,190)
           Net cash provided by financing activities                                                    30,686,245       25,269,277

 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                  (12,653,732)       5,949,469
CASH AND CASH EQUIVALENTS:
  Beginning of period                                                                                   73,989,159       43,687,964
                                                                                                      ------------     ------------

  End of period                                                                                       $ 61,335,427     $ 49,637,433
                                                                                                      ============     ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid for interest                                                                            $ 12,653,732     $  4,623,954
                                                                                                      ============     ============
NONCASH FINANCING ACTIVITIES:
Proceeds from demand deposits used to purchase shares of
     common stock under Employee Stock Purchase Plan                                                  $     86,549     $     91,995
                                                                                                      ============     ============

</TABLE>

See notes to condensed financial statements.


                                       5
<PAGE>

FLORIDA BANKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED
MARCH 31, 2002 AND 2001 (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

      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-month  period
      ended March 31, 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.

                                                     Three-Month Period Ended
                                                            March 31,
                                                     ------------------------
                                                        2002          2001
                                                     -----------  -----------

      Weighted average number of common
       shares outstanding - Basic                     5,692,094    5,691,365

      Incremental shares from the assumed
       conversion of stock options                       16,497        2,817
                                                      ---------    ---------

      Total - Diluted                                 5,708,591    5,694,182
                                                      =========    =========


      The  incremental  shares from the assumed  conversion of stock options for
      the  three-month  periods  ended March 31,  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 stock was


                                       6
<PAGE>


FLORIDA BANKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED
MARCH 31, 2002 AND 2001 (UNAUDITED)  (Continued)
--------------------------------------------------------------------------------


      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:

                                                          March 31, 2002
                                                  ------------------------------
                                                  Contract/Notional       Fair
                                                        Amount            Value

      Interest rate swap agreement                  $  7,813,348      $ (34,918)
      Foreign currency swap agreement               $  2,000,000      $ 227,450


      Interest rate swap agreement consists of one agreement which qualifies for
      the fair value method of hedge  accounting  under the  "short-cut  method"
      based  on the  guidelines  established  by SFAS  No.  133,  and  one  loan
      participation  agreement  accounted  for as a  derivative  which  does not
      qualify for hedge  accounting.  The Company  recognized  a loss of $28,362
      during the three-month  period ended March 31, 2002 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  $8,509  during  the
      three-month period ended March 31, 2002 as a result of changes in the fair
      value of the foreign currency agreement.

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. See footnote 6 below.








                                       7
<PAGE>


FLORIDA BANKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED
MARCH 31, 2002 AND 2001 (UNAUDITED)  (Continued)
--------------------------------------------------------------------------------

      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
      March 31, 2002 was $7,075,293.

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 will not have an 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.  SFAS No. 142 is required
      to be adopted for fiscal years  beginning  after December 15, 2001. As the
      Company  currently has no goodwill or intangible  assets,  the adoption of
      the  Statement  will  not have an  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-MONTH PERIODS ENDED
MARCH 31, 2002 AND 2001 (UNAUDITED)  (Continued)
--------------------------------------------------------------------------------


      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.  It does not appear the
      Statement  will  have a  material  impact  on the  Company's  consolidated
      financial position and results of operations.

6.    SUBSEQUENT EVENT

      On April 16, 2002,  all 102,283  shares of preferred  stock,  described in
      footnote 4 above,  automatically converted into 1,022,830 shares of common
      stock as a result of the average  closing  price of the  Company's  common
      stock  closing above $8.00 for the period from March 4, 2002 through April
      15,  2002.  Holders of Series B Preferred  Stock at  conversion  date will
      receive cash dividends through April 15, 2002 of $20,008.














                                       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.

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 the management  discussion and analysis on
Form  10-K 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 March 31, 2002 Compared to Three Months Ended March 31,2001

The Company's net income for the first quarter of 2002 was $496,000, compared to
$61,000 for the three-month  period ending March 31, 2001. Net Income applicable
to common shares was $376,000 for the first quarter of 2002, compared to $61,000
for the same period in 2001. The Company had no outstanding  preferred shares at
March 31,  2001,  and no  preferred  dividends  accrued or payable at that date.
Basic earnings per common share for the first quarter of 2002 was $0.07 compared
to $.01 for the  first  quarter  of 2001.  The  increase  in net  income  can be
primarily attributed to increased net interest income.

The  increase in net interest  income of $956,000 or 28.8%,  to $4.3 million for
the first  quarter of 2002  compared to $3.3  million  for the first  quarter in
2001,  consists of an increase in interest  income of $251,000,  or 3.2%,  and a
decrease in interest  expense of  $705,000,  or 15.9%.  The increase in interest
income in the first quarter of 2002 is primarily  attributable to an increase of
$463,000  in  interest  and  fees on loans  resulting  from  growth  in the loan
portfolio.  The decrease in interest expense resulted  primarily from a decrease
of $460,000  in  interest on deposits  and a decrease of $266,000 in interest on
repurchase agreements. These decreases are attributable to a decline in interest
rates payable on these liabilities.

The  provision  for loan  losses  charged to  operations  increased  $141,000 to
$380,000  for the first  quarter of 2002 from  $239,000 in the first  quarter of
2001.  Provisions  for loan losses are charged to income to bring our  allowance
for loan losses to a level deemed  appropriate  by  management  based on factors
discussed under "Allowance for Loan Losses".

Non-interest income increased 68.4% or $218,000 to $537,000 for the three months
ended March 31, 2002 from  $319,000  for the three  months ended March 31, 2001.
The  increase in  non-interest  income  primarily  resulted  from an increase in
service fees of $144,000 to $368,000 for the first quarter of 2002 from $224,000
for first quarter of 2001. The increase in service fees resulted  primarily from
an increase in deposit accounts.





                                       10
<PAGE>


Non-interest  expense  increased  $326,000  or  9.9%  to  $3.6  million  for the
three-month  period  ended  March 31,  2002  compared  to $3.3  million  for the
three-month  period ended March 31, 2001. The increase in  non-interest  expense
resulted  primarily  from  $83,000 for  dividends  on  preferred  securities  of
subsidiary  trust,  an item which was not present in the first  quarter of 2001,
and increases in data processing  expenses and other  expenses.  Data processing
expenses increased $34,000 or 20.6% to $197,000 for the three months ended March
31,  2002 as compared to  $163,000  for the same period in 2001.  This  increase
resulted primarily from the additional  processing  expenses associated with the
increased  volume of loans and deposit  accounts.  All other expenses  increased
$152,000,  or 27.9% to  $698,000  for the  first  quarter  of 2002  compared  to
$546,000 for the first quarter of 2001. This increase is primarily attributed to
the expenses associated with supporting operations related to the overall growth
of the Company, together with $38,000 of expenses related to the parcel of other
real estate owned.

A provision  for income taxes of $307,000  was  recognized  for the  three-month
period  ended March 31, 2002 as compared to $35,000 for the  three-month  period
ended March 31, 2001.  These  provisions for income taxes represent an estimated
effective annual tax rate of approximately 38%.

FINANCIAL CONDITION

Total assets at March 31, 2002 were $552.5 million, an increase of $30.2 million
or 5.8%,  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  $10.3 million or 30.5% to $44.3 million at March 31, 2002 as compared
to $34.0 million at December 31, 2001. Federal fund sold decreased $19.2 million
or 35.0% to $35.5  million at March 31, 2002 from $54.7  million at December 31,
2001. The decrease in federal funds sold reflects reinvestment of these funds in
loans and investment securities during the first three months of 2002.

Total loans  increased  $33.4  million,  or 8.3%, to $435.1 million at March 31,
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 $373,000 or 7.9% during the
first three months of 2001. The increase  resulted from net charge-offs of loans
of $7,000 plus  additional  provisions  of  $380,000,  during that  period.  The
allowance  for loan  losses as a percent  of total  loans was 1.16% at March 31,
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  decreased  $7.0 million,  or 1.6%, to $444.2 million at March 31, 2002
from $451.2  million at  December  31,  2001.  The  decrease  in total  deposits
resulted  from a decrease of $37.7  million or 37.7% in  non-interest  deposits.
This is a result of the transfer of almost all repurchase  agreements  sold into
demand  deposit  accounts by our customers at December 31, 2001 to avoid payment
of Florida  intangible taxes on those  securities.  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 March 31, 2002 and
December 31, 2001.  Interest-bearing demand deposits increased $193,000 or 1.0%.
Savings  deposits  increased  $27.1  million  or 42.1%.  Money  market  accounts
increased  $793,000 or 12.5%.  Time deposits  $100,000 and over  increased  $4.7
million or 2.4%, and other time deposits  decreased $2.2 million,  or 3.3%. 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.

Repurchase  agreements sold increased $34.7 million, or 771.5%, to $39.2 million
at March 31, 2002 from $4.5 million at December 31, 2001, for reasons  discussed
in the previous paragraph. Other borrowed funds increased $3.0 million, or 31.1%
to $12.7  million at March 31, 2002 from $9.7 million at December 31, 2001.  The



                                       11
<PAGE>

increase in other  borrowed  funds is primarily  due to  increased  use of these
instruments  to help  fund  continued  loan  growth.  Accrued  interest  payable
decreased  $128,000 or 4.5%, to $2.7 million at March 31, 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  decreased  $740,000  or 36.3% to $1.3
million at March 31, 2002 from $2.0 million at December 31, 2001.  This decrease
results  primarily from the payment of incentives and bonuses of $812,000 during
the first quarter of 2002.

Shareholders'  equity  increased by $397,000 to $46.5 million at March 31, 2002,
from $46.1  million at December 31, 2001.  This increase is primarily the result
of net income  for the first  quarter of  $496,000,  combined  with the issue of
stock  under the  Company's  employee  stock  purchase  plan of  $86,000.  These
increases  were  partially  offset by a decrease in other  comprehensive  income
related to an unrealized  gain in the Company's bond  portfolio of $63,000,  and
cash dividends paid on Series B preferred stock of $123,000.

Non-accrual  loans were $1.1 million at March 31,  2002,  and 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 in a Bank of this size 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 Florida Bank,
N.A.

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. These adjustments reflect management's best estimate
of the level of loan losses  resulting  from these  conditions by  determining a
range for each current condition adjustment,  "lower range to upper range". This
allows us to  "shock"  the loan  portfolio  and look at the level of  allowances
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.




                                       12
<PAGE>


    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  feels  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
prescribe the measurement methods, income recognition and disclosures related to
impaired loans.  Specific allowances totaled $1.1 million at March 31, 2002. The
range for the  allowance for loan losses at March 31, 2002,  including  specific
allowances,  were  determined  to be between  $4.0 million or .92% of loans (low
range) and $7.8 million or 1.79% of loans (high range).

At March 31,  2002,  our total  allowance  for credit  losses is $5.1 million or
1.16% of loans as  compared to $4.7  million or 1.17% of loans at  December  31,
2001.  Criticized/Classified  assets have remained fairly constant when measured
against loans outstanding.  At March 31, 2002, this benchmark was 2.40% of loans
outstanding  compared  to 2.27% at  December  31,  2001.  Past  due  loans  have
increased  slightly to .32% of loans  outstanding  at March 31, 2002 compared to
..20% at December 31, 2002.  Non-Performing  Assets have declined as a percentage
of total  loans  including  other real  estate  owned to .83% at March 31,  2002
versus .96% at December  31,  2001.  Net loan losses for the first  quarter were



                                       13
<PAGE>

$7,746 or .002% of average loans outstanding.

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
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 March 31,  2002
financial  statements  evidence a satisfactory  liquidity position as total cash
and cash  equivalents  amounted to $61.3  million,  representing  11.1% of total
assets.  Investment  securities  available for sale  amounted to $44.3  million,
representing 8% 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 three-month  period ended
March 31, 2002,  total  deposits  decreased  from $451.2 million at December 31,
2001 to $444.2 million, or 1.6%. During this period,  repurchase agreements sold
increased from $4.5 million to $39.2 million, or 771.5%, and other borrowed fund
increased  from  $9.7  million  to $12.7  million,  or  31.1%.  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.

The table  below  illustrates  the  Bank's  regulatory  capital  ratios at March
31,2002:

                                         March 31,         Regulatory
     Bank                                  2002            Requirement
     ----                            -----------------   ---------------

Tier 1 Capital                             9.85 %              4.00 %
                                          =====                ====

Total risk-based capital ratio            10.91 %              8.00 %
                                          =====                ====

Leverage ratio                            8.99  %              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.







                                       14
<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 March 31, 2002,
the Bank had a  cumulative  gap  ratio of  approximately  1.05 for the  one-year
period  ending March 31, 2003.  At March 31, 2002,  the Company had a cumulative
gap ratio of 1.39 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 December 31, 2001,  indicates  that a 200 basis point
increase in rates would cause an increase in net interest  income of  $1,149,000
over the next  twelve-month  period.  Conversely,  a 200 basis point decrease in




                                       15
<PAGE>

rates  would  cause a  decrease  in net  interest  income of  $1,248,000  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 in the shape of the Treasury  yield curve would cause  significantly
different changes to net interest income than indicated above.

     At March 31, 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 March 31, 2002, 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

        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.


















                                       16
<PAGE>


Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits.

     4.1  Indenture,  dated December 18, 2001,  between Florida Banks,  Inc. and
          State  Street  Bank  and  Trust  Company  of   Connecticut,   National
          Association.
     4.2  Amended and Restated Declaration of Trust, dated December 18, 2001, by
          and among State Street Bank and Trust Company of Connecticut, National
          Association, Florida Banks, Inc. and the administrators named therein.
     10.1 Placement  Agreement,  dated December 4, 2001,  between Florida Banks,
          Inc.,  First Tennessee  Capital  Markets and Keefe,  Bruyette & Woods,
          Inc.
     10.2 Subscription  Agreement,  dated  December  18, 2001,  between  Florida
          Banks,  Inc.,  Florida  Banks  Statutory  Trust I and  Preferred  Term
          Securities IV, Ltd.
     10.3 Guarantee  Agreement,  dated December 18, 2001, by and between Florida
          Banks,  Inc. and State Street Bank and Trust  Company of  Connecticut,
          National Association.


     (b)  Reports on Form 8-K.

          No  report  on  Form 8-K was filed during  the quarter ended March 31,
          2002.
































                                       17
<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:  May 10, 2002               By:  /s/ Charles E. Hughes, Jr.
                                       -------------------------------
                                           Charles E. Hughes, Jr.
                                           President and Chief Executive Officer


Date:  May 10, 2002               By:  /s/ T. Edwin Stinson, Jr.
                                       ----------------------------------
                                           T. Edwin Stinson, Jr.
                                           Chief Financial Officer






























                                       18