UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB


[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: 33-58832


                         FIRST CENTRAL BANCSHARES, INC.
        (Exact name of small business issue as specified in its charter)


                                    Tennessee
         (State or other jurisdiction of incorporation or organization)
                  725 Highway 321 North, Lenoir City, Tennessee
                     (Address of principal executive office)


                                   62-1482501
                      (I.R.S. Employer Identification No.)
                                   37771-0230
                                   (Zip Code)


Registrant's telephone number, including area code:  (865) 986-1300

Securities registered pursuant to Section 12(b) of the Act:  None

Securities  registered  pursuant to Section 12(g) of the Act:  Common Stock (par
value $5.00 per share)

         Indicate  by mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes [x] No [ ]

         Indicate by mark whether the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12, 13, or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
                                 Yes [x] No [ ]

         The number of outstanding shares of the registrant's  Common Stock, par
value $5.00 per share, was 547,228 on April 30, 2002.





                                   FORM 10-QSB
                                      Index
                                                                           Page
                                                                          Number
PART I.           FINANCIAL INFORMATION

Item 1.     Financial Statements

            Consolidated Balance Sheets as of
            March 31, 2002 and December 31, 2001...............................3

            Consolidated Statements of Income for the
            three months ended March 31, 2002 and 2001.........................4

            Consolidated Statements of Cash Flows for the
            three months ended March 31, 2002 and 2001.........................5

            Consolidated Statements of Comprehensive Income
            for the three months ended March 31, 2002
            and 2001...........................................................6

            Notes to Consolidated Financial Statements.......................7-8

Item 2.     Management's Discussion and Analysis of
            Financial Condition and Results of Operations...................9-14

PART II.          OTHER INFORMATION

Item 1.     Legal Proceedings.................................................14

Item 2.     Changes in Securities.............................................14

Item 3.     Defaults Upon Senior Securities...................................14

Item 4.     Submission of Matters to a Vote
            of Securities Holders..........................................14-15

Item 5.     Other Information.................................................15

Item 6.     Exhibits and Reports on Form 8-K..................................15

Signatures....................................................................16






                                       2



PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements

                  FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY

                           Consolidated Balance Sheets

                                 (In Thousands)



                                                                               (Unaudited)
                                                                               March 31,         December 31,
                                                                                     2002               2001
                                                                                    ------             ------
- -ASSETS-
                                                                                               
 Cash and Due from Banks                                                          $ 3,605            $ 5,698
 Federal Funds Sold                                                                10,450             11,758
                                                                                  --------           --------
    Total Cash and Cash Equivalents                                                14,055             17,456

 Investment Securities Available for Sale                                          35,683             31,559
 Loans, Net                                                                        86,994             89,509
 Premises and Equipment (Net)                                                       4,426              4,484
 Accrued Interest Receivable                                                          740                714
 Other Assets                                                                         370                306
                                                                                  --------              -----

TOTAL ASSETS                                                                     $142,268           $144,028
                                                                                 =========          =========

- -LIABILITIES AND SHAREHOLDERS' EQUITY-
 Liabilities:
  Deposits
   Non-Interest Bearing                                                          $ 23,001           $ 22,184
   Interest Bearing                                                               106,642            108,846
                                                                                 ---------          ---------
    Total Deposits                                                                129,643            131,030

  Securities Sold Under Agreement to Repurchase                                       572                820
  Accrued Interest Payable                                                            392                467
  Other Liabilities                                                                    81                230
                                                                                    ------              -----
    Total Liabilities                                                             130,688            132,547
                                                                                 ---------          ---------

 Shareholders' Equity:
  Common Stock - Par Value $5.00, Authorized
   2,000,000 Shares; Issued 564,361 Shares                                          2,822              2,822
  Additional Paid-In Capital                                                        5,430              5,430
  Treasury Stock, at Cost; 17,133 Shares
   (17,333 Shares at December 31, 2001)                                             (426)              (431)
  Retained Earnings                                                                 3,878              3,641
  Accumulated Other Comprehensive Income (Loss)                                     (124)                19
                                                                                   ------             ------
   Total Shareholders' Equity                                                      11,580             11,481
                                                                                  --------           --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                       $142,268           $144,028
                                                                                 =========          =========














See accompanying notes to financial statements.

                                       3



                                  FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY

                                        Consolidated Statements of Income

                                                   (Unaudited)




                                                                                     (In Thousands Except
                                                                                      per Share Information)
                                                                                     -----------------------
                                                                                         Three Months Ended
                                                                                               March 31,
                                                                                  2002                 2001
                                                                                 ------               ------

INTEREST INCOME
                                                                                                
 Loans                                                                           $1,616               $1,784
 Investment Securities                                                              461                  530
 Federal Funds Sold                                                                  47                  109
                                                                                   ----                -----
  Total Interest Income                                                           2,124                2,423
                                                                                 ------               ------

INTEREST EXPENSE
 Deposits                                                                           934                1,267
 Securities Sold Under
  Agreement to Repurchase                                                             6                    9
                                                                                   ----                 ----
  Total Interest Expense                                                            940                1,276
                                                                                 ------               ------

Net Interest Income                                                               1,184                1,147

PROVISION FOR LOAN LOSSES                                                            55                   51
                                                                                  -----                -----

Net Interest Income After
 Provision for Loan Losses                                                        1,129                1,096

NONINTEREST INCOME
 Service Charges on Demand Deposits                                                 228                  238
 Loan Fees and Other Service Charges                                                 94                  103
 Net Gain on Sales of Loans                                                          95                   46
 Other                                                                               12                   15
                                                                                  -----                 ----
  Total Noninterest Income                                                          429                  402
                                                                                   ----                 ----

NONINTEREST EXPENSE
 Salaries and Employee Benefits                                                     650                  593
 Occupancy                                                                          116                  108
 Data Processing Fees                                                               125                  110
 Furniture and Equipment                                                             77                   91
 Federal Insurance Premiums                                                          15                   12
 Advertising and Promotion                                                           31                   17
 Office Supplies and Postage                                                         74                   65
 Other                                                                              109                   84
                                                                                  -----                -----
  Total Noninterest Expense                                                       1,197                1,080
                                                                                 ------               ------

INCOME BEFORE INCOME TAX                                                            361                  418

INCOME TAXES                                                                        124                  161
                                                                                   ----                -----

NET INCOME                                                                       $  237                $ 257
                                                                                 ======                =====

BASIC EARNINGS PER COMMON SHARE                                                  $ 0.43               $ 0.46
                                                                                 ======               ======



See accompanying notes to financial statements.

                                       4



                                  FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY

                                      Consolidated Statements of Cash Flows
                                                   (Unaudited)
                                                 (In Thousands)



                                                                                           Three Months Ended
                                                                                                 March 31,
                                                                                           -------------------
                                                                                         2002            2001
                                                                                        ------          ------
CASH FLOWS FROM OPERATING ACTIVITIES
                                                                                                  
 Net Income                                                                             $ 237           $ 257
                                                                                        ------          ------
 Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
   Provision for Loan Losses                                                               55              51
   Depreciation                                                                            63              73
   Loss on Sale of Fixed Assets                                                            -0-              1
   Net (Gain) on Sales of Loans                                                           (95)            (46)
   (Increase)Decrease in Interest Receivable                                              (26)            282
   (Decrease) in Interest Payable                                                         (75)            (37)
   Amortization of Premiums (Discounts) on
    Investment Securities, Net                                                             41             (23)
   FHLB Stock Dividends                                                                    (4)             (7)
   Decrease (Increase) in Other Assets                                                     23             (88)
   (Decrease) Increase in Other Liabilities                                              (149)             75
                                                                                        ------          ------
    Total Adjustments                                                                    (167)            281
                                                                                        ------           -----
     Net Cash Provided by Operating Activities                                             70             538
                                                                                          ----           -----

CASH FLOWS FROM INVESTING ACTIVITIES
 Proceeds From Maturities, Principal Paydowns and
  Redemption of Investment Securities Available
  for Sale                                                                              5,485           8,092
 Purchase of Investment Securities Available
  for Sale                                                                             (9,876)         (6,941)
 (Increase) in Loans                                                                   (9,486)        (10,844)
 Proceeds From Sales of Loans                                                          12,041           8,003
 Purchases of Premises and Equipment                                                       (5)            (17)
                                                                                       -------           -----
     Net Cash Used in Investing Activities                                             (1,841)         (1,707)
                                                                                      --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES
 Increase (Decrease) in Deposits                                                       (1,387)          3,784
 Increase (Decrease) in Securities Sold
  Under Agreement to Repurchase                                                          (248)            553
 Sale of Treasury Stock                                                                     5             -0-
                                                                                      --------           -----
     Net Cash Provided by (Used in) Financing Activities                               (1,630)          4,337
                                                                                      --------         -------

INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                                                                  (3,401)          3,168
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                       17,456          10,769
                                                                                      --------        --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                           $ 14,055        $ 13,937
                                                                                     =========       =========

Supplementary Disclosures of Cash Flow Information:
 Cash Paid During the Period for:
  Interest                                                                            $ 1,015         $ 1,313
  Income Taxes                                                                          $ 258           $ 223
Supplementary Disclosures of Noncash Investing Activities:
 Change in Unrealized Gain(Loss)on Investment Securities                               $ (230)          $ 515
 Change in Deferred Income Tax Associated with
  Unrealized Gain (Loss) on Investment Securities                                       $ (87)          $ 196
 Change in Net Unrealized Gain (Loss) on
  Investment Securities                                                                $ (143)          $ 319







See accompanying notes to financial statements.


                                       5



                                  FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY

                                 Consolidated Statements of Comprehensive Income

                                                   (Unaudited)

                                                 (In Thousands)





                                                                                         Three Months Ended
                                                                                               March 31,
                                                                                        ---------------------
                                                                                         2002           2001
                                                                                        ------         ------

                                                                                                
Net Income                                                                             $  237         $  257
                                                                                       -------        -------

Other Comprehensive Income (Loss), Net of Tax:
  Unrealized Gains/Losses on Investment Securities                                       (230)            515
 Less Reclassification Adjustment for Gains
  Included in Net Income                                                                  -0-            -0-
 Less Income Taxes Related to Unrealized
  Gains/Losses on Investment Securities                                                    87            (196)
                                                                                       -------        -------
   Other Comprehensive Income (Loss), Net of Tax                                         (143)            319
                                                                                       -------        -------

Comprehensive Income                                                                   $   94         $  576
                                                                                       =======        =======






































See accompanying notes to financial statements.

                                       6



                  FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             March 31, 2002 and 2001

NOTE 1 - ORGANIZATION AND BUSINESS

First Central Bancshares,  Inc. (the "Company") was incorporated in 1993 for the
purpose of becoming a one bank holding  company.  On April 3, 1993,  the Company
acquired  100% of First  Central  Bank (the  "Bank")  through  a share  exchange
agreement  approved by the  shareholders  of the Bank.  The  investment in First
Central Bank represents virtually all of the assets of First Central Bancshares,
Inc.

The  consolidated  financial  statements  include the accounts of First  Central
Bancshares,  Inc.,  its  wholly-owned  subsidiary,  First Central Bank,  and the
Bank's subsidiary,  FCB Financial  Services,  Inc. All significant  intercompany
transactions and balances have been eliminated.

NOTE 2 - BASIS OF PRESENTATION

The  accompanying  consolidated  financial  statements have been prepared by the
Company.  Certain  information  and footnote  disclosures  normally  included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted.  In the
opinion of the Company's  management,  the disclosures made are adequate to make
the  information  presented  not  misleading,  and  the  consolidated  financial
statements  contain all  adjustments  necessary to present  fairly the financial
position as of March 31, 2002,  results of operations for the three months ended
March 31,  2002 and 2001,  and cash flows for the three  months  ended March 31,
2002 and 2001.

The  results of  operations  for the three  months  ended March 31, 2002 are not
necessarily indicative of the results to be expected for the full year 2002.

NOTE 3 - EARNINGS PER SHARE

Basic  earnings  per share are based on the  weighted  average  number of shares
outstanding  during the period.  For the three  months  ended March 31, 2002 and
2001,   the  weighted   average  number  of  shares  was  547,106  and  564,361,
respectively.  During the period  ended  March 31, 2002 and 2001 the Company did
not have any dilutive securities.

NOTE 4 - REGULATORY MATTERS AND RECENT LEGISLATION

The Bank is state chartered and federally  insured,  and is subject to the rules
and regulations of the Tennessee Department of Financial Institutions (TDFI) and
the Federal Deposit Insurance  Corporation  (FDIC).  The holding company is also
subject to the rules and  regulations of the Federal  Reserve Bank (FRB) and the
Securities and Exchange Commission (SEC).

In June 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standard (SFAS) No. 141, Business Combinations and SFAS No.
142 Goodwill and Other  Intangible  Assets.  SFAS 141 requires that the purchase
method of accounting be used for all business combinations  initiated after June
30, 2001. Since the Company has not purchased any other banks or entities,  this
statement  is not  expected  to have any  impact on the  Company's  consolidated
financial  statements.  SFAS 142 requires  that  goodwill  and other  intangible
assets  with  indefinite  useful  lives no longer be  amortized,  but instead be
tested for impairment annually. SFAS 142 is effective January 1, 2002. Since the
Company does not have any goodwill or other intangible assets, this statement is
not  expected  to have any impact on their  consolidated  financial  position or
results of operations.

                                       7




NOTE 4 - RECENT REGULATORY AND ACCOUNTING PRONOUNCEMENTS, continued

In June 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial   Accounting   Standard  No.  143,  Accounting  for  Asset  Retirement
Obligations.   SFAS  143  applies  to  legal  obligations  associated  with  the
retirement of long-lived assets that result from the acquisition,  construction,
development  and/or the  normal  operation  of a  long-lived  asset,  except for
certain  obligations  of  lessees.  SFAS  No.  143 is  effective  for  financial
statements  issued for fiscal years  beginning  after June 15,  2002.  Since the
Company does not have any legal  obligations as described above,  this statement
is not  expected  to have any  impact on the  Company's  consolidated  financial
position or results of operations.

In August 2001, the Financial  Accounting  Standards  Board issued  Statement of
Financial  Standard  No.  144,  Accounting  for the  Impairment  or  Disposal of
Long-Lived Assets.  This statement  supersedes SFAS No. 121,  Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, and
the  accounting  and reporting  provisions of APB Opinion No. 30,  Reporting the
Results  of  Operations-Reporting  the  Effects  of  Disposal  of a Segment of a
Business,  and  Extraordinary,  Unusual and  Infrequently  Occurring  Events and
Transactions, for the disposal of a segment of a business (as previously defined
in that Opinion).  SFAS No. 144 is effective for financial statements issued for
fiscal years beginning after December 15, 2001, and interim periods within those
fiscal years. This statement is not expected to have a significant impact on the
Company's consolidated financial position or results of operations.


                                       8



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


BALANCE SHEET ANALYSIS - COMPARISON AT MARCH 31, 2002 TO DECEMBER 31, 2001

Assets  totaled  $142.3  million as of March 31,  2002,  as  compared  to $144.0
million as of December 31, 2001, a decrease of 1.18%.


INVESTMENT SECURITIES

Investment  securities were $35.7 million or 25.1% of total assets,  as of March
31, 2002 an increase of $4.1 million from $31.6 million as of December 31, 2001.
During the three month period there were $5.5 million in calls, maturities,  and
principal  paydowns  offset  primarily by the purchase of $9.9 million in agency
and mortgage-backed securities.

The investment  portfolio is primarily  comprised of U.S. Government and federal
agency  obligations  and  mortgage-backed  securities  issued by various federal
agencies.  Mortgage-backed  issues comprised 50.16% of the portfolio as of March
31, 2002 and 57.13% as of December 31, 2001.

As of March 31,  2002 and  December  31,  2001,  the  Bank's  entire  investment
portfolio was classified as available for sale and reflected on the consolidated
balance sheets at fair value with  unrealized  gains and losses  reported in the
consolidated  statements of comprehensive income (loss), net of any deferred tax
effect. The net unrealized loss on securities available for sale, net of tax was
approximately  $124,000 as of March 31, 2002, a change of approximately $143,000
from December 31, 2001, a result of a decline in the bond market. The fair value
of securities fluctuates with the movement of interest rates. Generally,  during
periods of decreasing  interest  rates,  the fair values  increase,  whereas the
opposite may hold true during a rising interest rate environment.


LOANS

During the first three months of 2001, total gross loans  outstanding  decreased
by  approximately  $2.6 million to $88.0 million as of March 31, 2002 from $90.6
million as of  December  31, 2001  attributable  primarily  to $22.0  million in
originated  loans  offset by  amortization  and payoffs of  approximately  $12.6
million and sales of residential  mortgage  loans of $12.0 million.  As of March
31, 2002 and December  31, 2001,  net loans  outstanding  represented  61.1% and
62.1%  of  total  assets,  respectively.  Table 1  summarizes  the  Bank's  loan
portfolio by major category as of March 31, 2002 and December 31, 2001.


Table 1 - Loan Portfolio by Category



                                                                                        (In Thousands)
                                                                                March 31,        December 31,
                                                                                    2002                2001
                                                                                   ------              ------
Loans secured by real estate:
                                                                                               
 Commercial properties                                                           $29,872             $30,472
 Construction and land development                                                16,334              14,341
 Residential and other properties                                                 22,264              26,058
                                                                                ---------            --------
  Total loans secured by real estate                                              68,470              70,871
 Commercial and industrial loans                                                  10,631              10,092
 Consumer loans                                                                    8,680               9,311
 Other loans                                                                         268                 347
                                                                                  -------             -------
                                                                                  88,049              90,621
 Less:  Allowance for loan losses                                                   (936)              (967)
        Unearned interest                                                            (74)              (101)
        Unearned loan fees                                                           (45)               (44)
                                                                                    -----              -----

   Loans, Net                                                                    $86,994             $89,509
                                                                                 ========            ========


                                       9



As of March 31, 2002, there were outstanding commitments to advance construction
funds and to originate  loans in the amount of $5.8 million and  commitments  to
advance  existing  home equity,  letters of credit and other credit lines in the
amount of $18.5 million.

Loans are  carried  net of the  allowance  for loan  losses.  The  allowance  is
maintained at a level to absorb possible losses within the loan portfolio. As of
March  31,  2002  and  December  31,  2001,  the  allowance  had  a  balance  of
approximately  $936,000 and  $967,000,  respectively.  There were  approximately
$410,000  and  $305,000  of loans on which  the  accrual  of  interest  had been
discontinued  as of March 31, 2002 and December 31,  2001,  respectively.  There
were approximately $1,279,000 in loans specifically classified as impaired as of
March 31, 2002 as defined by SFAS No. 114 compared to  $1,472,000 as of December
31, 2001.  Table 2 summarizes  the  allocation of the loan loss reserve by major
categories  and Table 3 summarizes the activity in the loan loss reserve for the
three month period.

Table 2 - Allocation of the Loan Loss Reserve (In Thousands)


                                                                March 31,                December 31,
                                                                  2002       % to            2001       % to
Balance applicable to:                                         $ Amount      Total        $ Amount      Total
                                                               --------     -------       --------     -------
                                                                                            
Commercial, Financial, and Agricultural                           $321       34.29%          $410       42.40%
Real Estate - Construction                                         203       21.69%           104       10.75%
Real Estate - Residential Mortgages                                147       15.69%           150       15.51%
Installment - Consumer Loans                                       223       23.80%           269       27.82%
Other                                                               42        4.53%            34        3.52%
                                                                  ----       ------          ----      -------
Total                                                             $936      100.00%          $967      100.00%
                                                                  ====      =======          ====      =======

Table 3 - Analysis of Loan Loss Reserve
                                                                                         March 31,    March 31,
(In Thousands)                                                                              2002        2001
                                                                                          -------      -------

Balance, beginning of period                                                                 $967         $739
                                                                                             ----         ----

Charge-offs:
Commercial, financial, and agricultural                                                       -0-           10
Real estate - construction                                                                    -0-          -0-
Real estate - mortgage                                                                        -0-          -0-
Installment - customers                                                                       107           33
Other                                                                                         -0-          -0-

Recoveries:
Commercial, financial, and agricultural                                                       -0-          -0-
Real estate - construction                                                                    -0-          -0-
Real estate - mortgages                                                                       -0-          -0-
Installment - consumers                                                                        21           14
Other                                                                                         -0-          -0-
                                                                                             ----         ----

Net charge-offs                                                                                86           29
Additions to loan loss reserve                                                                 55           51
                                                                                             ----         ----
Balance, end of period                                                                       $936         $761
                                                                                             ====         ====

Ratio of net charge-offs to average loans outstanding                                        .10%         .04%


DEPOSITS

Deposits  decreased by $1.4 million to $129.6  million as of March 31, 2002 from
$131.0  million as of December 31, 2001, a decrease of 1.07%.  Demand  deposits,
which  include  regular,  money  market,  NOW and  demand  deposits,  were $60.3
million, or 46.5% of total deposits, at March 31, 2002. Core deposits were 28.8%
of total  deposits at March 31, 2002.  During the three month period ended March
31, 2002, the Bank had a $24,000  increase in the balances in the demand deposit
category  and  remained  at $60.3  million as of March 31,  2002.  Term  deposit
accounts  were $69.3  million at March 31,  2002,  a  decrease  of $1.4  million
compared to $70.7 million as of December 31, 2001. Table 4 summarizes the Bank's
deposits by major category as of March 31, 2002 and December 31, 2001. Table 4 -
Deposits by Category

                                       10





                                                                                      (In Thousands)
                                                                                March 31,         December 31,
                                                                                    2002                 2001
                                                                                   ------               ------
Demand Deposits:
                                                                                               
 Noninterest-bearing accounts                                                   $ 23,001             $ 22,184
 NOW and MMDA accounts                                                            30,364               31,715
 Savings accounts                                                                  6,975                6,417
                                                                                  ------               ------
  Total Demand Deposits                                                           60,340               60,316
                                                                                 -------              -------

Term Deposits:
 Less than $100,000                                                               49,582               51,722
 $100,000 or more                                                                 19,721               18,992
                                                                                 -------              -------
  Total Term Deposits                                                             69,303               70,714
                                                                                 -------              -------
                                                                                $129,643             $131,030
                                                                                ========             ========


CAPITAL

During  the three  month  period  ended  March 31,  2002,  shareholders'  equity
increased  by  $99,000  to $11.6  million,  due to net  income for the period of
$237,000,  the decrease in value of  securities  available for sale of $143,000,
and the sale of $5,000 of treasury stock.

LIQUIDITY AND CAPITAL RESOURCES

The Bank's primary sources of liquidity are deposit balances, available-for-sale
securities,  principal and interest payments on loans and investment  securities
and FHLB advances.

As of March  31,  2002,  the  Bank  held  $35.7  million  in  available-for-sale
securities  and  during  the  first  three  months  of 2002  the  Bank  received
$5,485,000 in proceeds from  maturities,  redemptions and principal  payments on
its investment  portfolio.  Deposits  decreased by $1.39 million during the same
three month period.

The Bank is a member of the Federal Home Loan Bank (FHLB) of  Cincinnati  and is
eligible to obtain both short and long term credit advances.  Borrowing capacity
is limited to the Bank's available qualified collateral which consists primarily
of certain 1-4 family residential  mortgages and certain investment  securities.
The Bank had no advances outstanding from the FHLB at March 31, 2002.

The Bank can also enter into repurchase  agreement  transactions should the need
for additional  liquidity  arise. At March 31, 2002, the Bank had  approximately
$572,000 of repurchase agreements outstanding.

As of March 31, 2002,  the Bank had capital of $11.6  million,  or 8.2% of total
assets, as compared to $11.5 million,  or 8.0%, at December 31, 2001.  Tennessee
chartered  banks  that are  insured by the FDIC are  subject to minimum  capital
requirements.  Regulatory  guidelines  define the minimum  amount of  qualifying
capital an institution must maintain as a percentage of risk-weighted assets and
total assets.


                                       11



Table 5 - Regulatory Capital



                                                                          (Dollars in Thousands)
                                                                                                      Minimum
                                                               March 31,       December 31,        Regulatory
                                                                   2002               2001             Ratios
                                                                  ------             ------           --------
                                                                                               
Tier 1 Capital as a Percentage
 of Risk-Weighted Assets                                          12.0%              11.7%              4.00%
Total Capital as a Percentage
 of Risk-Weighted Assets                                          12.9%              12.7%              8.00%
Leverage Ratio                                                     8.2%               8.1%         Up to 5.00%
Total Risk-Weighted Assets                                      $97,687            $97,627


As of March 31, 2002 and December 31, 2001, the Bank exceeded all of the minimum
regulatory capital ratio requirements.


RESULTS OF OPERATIONS FOR THE THREE MONTH PERIODS ENDED
 MARCH 31, 2002 AND 2001

GENERAL

The Bank reported net income of $237,000, or $0.43 per share for the three month
period ended March 31, 2002 as compared  with  $257,000,  or $0.46 per share for
the same period in 2001, a decrease of 7.8%.

NET INTEREST INCOME

Net interest income increased $37,000 to $1.2 million for the three month period
in 2002 from the comparable period in 2001. Contributing to this increase was an
increase  in average  interest  earning  assets and a much lower  interest  rate
environment  compared to the first  quarter of 2001.  Average  interest  earning
assets at a yield of 6.45%  totaled  $133.5  million  as of March 31,  2002.  In
comparison  to 2001,  average  interest  earning  assets,  at a yield of  8.25%,
totaled $119.1 million.

Total interest income decreased  $299,000 for the three month period ended March
31,  2002  compared to the same  period in 2001,  while the  average  balance in
interest  earning  assets  increased  approximately  $14.4  million,  or  12.1%,
compared to the three month  period  ended March 31,  2001.  Interest  income on
loans decreased  $168,000 over the same two periods due to a lower interest rate
environment,  while  average  loans  outstanding  increased  approximately  $9.0
million.  The  average  yield on loans  decreased  from 9.2% for the three month
period  ended March 31, 2001 to 7.48% for the three month period ended March 31,
2002.  Over the same two periods,  interest on investments  decreased by $69,000
due to a decrease in the yield on investments.  The yield on taxable investments
decreased  from  6.85%  to  5.58%  and the  yield  for  non-taxable  investments
decreased  from 3.94% to 3.72% for the three month  period  ended March 31, 2002
compared  to the same  period  in  2001.  The  average  balance  of  investments
increased  approximately  $1,855,000  or 5.7% for the three month  period  ended
March 31, 2002 compared to the same period in 2001.  Interest  income on Federal
Funds Sold  decreased by $62,000 due to a decrease in the yield on Federal Funds
sold from 5.62%  during the  quarter  ended March 31, 2001 to 1.67% for the same
quarter in 2002,  offset by an increase in average  balance  outstanding of $3.6
million over the same period in 2001.

Total interest expense decreased $336,000 for the three month period ended March
31, 2002 compared to the same period in 2001.  Interest on deposits increased as
a result of an increase of  approximately  $9.5 million in average deposits over
the same  period  in 2001.  The  average  rate on  interest-bearing  liabilities
decreased  to  3.52%  for the  three  month  period  in 2002  from  5.24% in the
comparable period of 2001.

                                       12

Table 6 - Average Balances, Interest and Average Rates



                                                                                               March 31    __
                                                                       ---------------------------------------
                                                                            2002   _  (in Thousands)__ _ 2001
                                                                    ------------------------------------------
                                      Average                    Average     Average                   Average
                                      Balance      Interest        Rate      Balance       Interest      Rate
                                      --------     --------       ------     --------      --------     ------
Assets:
                                                                                       
Federal Funds Sold                   $ 11,439        $   47       1.67%      $ 7,863          $ 109      5.62%
Investments:
Securities--Taxable                    31,716           436       5.58%       29,704            502      6.85%
Securities--Non-Taxable                 2,725            25       3.72%        2,882             28      3.94%
Total Loans, Including
 Amortized Fees                        87,609         1,616       7.48%       78,609          1,784      9.20%
                                      --------       ------       -----      --------        ------      -----
Total Interest Earning
 Assets                               133,489         2,124       6.45%      119,058          2,423      8.25%
                                     ---------                              ---------

Cash and Due From Banks                 4,189                                  4,330
All Other Assets                        5,347                                  5,777
Loan Loss Reserve/
 Unearned Fees                         (1,065)                                (1,055)
                                      --------                               --------
TOTAL ASSETS                         $141,960                               $128,110
                                     =========                              =========

Liabilities and Shareholders' Equity:
Interest Bearing Deposits:
Time Deposits                        $ 70,635        $  798       4.58%     $ 67,910         $1,043      5.87%
Other                                  36,531           136       1.51%       30,209            224      3.40%
Repurchase Agreements                   1,148            6        2.12%          745              9      4.06%
                                       -------         ----       -----         -----         -----     ------
Total Interest-Bearing
 Liabilities                          108,314           940       3.52%       98,864          1,276      5.24%
                                     ---------       ------       -----      --------        ------      -----
Net Interest Income                                  $1,184                                  $1,147
                                                     ======                                  ======
Non-Interest Bearing
 Deposits                              21,425                                 17,866
Total Cost of Funds                                               2.94%                                  4.38%
All Other Liabilities                     560                                    622
Shareholders' Equity                   11,746                                 10,843
Unrealized Gain/(Loss)
 on Securities                            (85)                                   (85)
                                     ---------                               --------
TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY                $141,960                               $128,110
                                     =========                              =========
Net Interest Yield                                                2.93%                                  3.01%
Net Interest Margin                                               3.60%                                  3.91%


Table 7 - Interest Rate Sensitivity



(In Thousands)                                                               March 31, 2002
                                                              -------------------------------------------------
                                                     Less       One Year     Greater         Non-
                                                     Than       Through       Than        Interest
                                                   1 Year        5 Years     5 Years      Bearing        Total
                                                  --------      --------     -------     ---------      -------
Assets:
                                                                                        
Federal Funds Sold                              $  10,450          $ -0-       $ -0-        $ -0-      $ 10,450
Investments                                        11,013         9,247       15,423        -0-          35,683
Net Loans                                          62,626        23,947          421          -0-        86,994
Non-Interest Earning Assets
 and Unearned Assets                                                                        9,141         9,141
                                                         -             -           -     ---------      -------
                                                   84,089        33,194       15,844        9,141       142,268
                                                  --------      --------     -------      --------     --------

Liabilities and Shareholders' Equity:
Interest-Bearing Deposits                          79,640        27,002          -0-          -0-       106,642
Non-Interest Bearing Deposits                         -0-           -0-          -0-       23,001        23,001
Repurchase Agreements                                 572           -0-          -0-          -0-           572
Noninterest Bearing Liabilities
 and Shareholders' Equity                             -0-           -0-          -0-       12,053        12,053
                                                     -----         -----        ----      --------      -------
Total                                              80,212        27,002          -0-       35,054       142,268
                                                  --------      --------     -------      --------     --------
Interest Rate Sensitivity Gap                       3,877         6,192       15,844      (25,913)          -0-
                                                 ---------      --------     -------     ---------         ----
Cumulative Interest Rate
 Sensitivity Gap                                 $  3,877       $ 10,069     $25,913        $ -0-         $ -0-
                                                 =========      ========     =======        ======        =====



                                       13



NONINTEREST INCOME

Total noninterest income was $429,000 for the three month period ended March 31,
2002 as  compared  to  $402,000  for the same  period in 2001,  an  increase  of
$27,000.  Noninterest  income is comprised  primarily of customer  service fees,
loan fees, and other items.

NONINTEREST EXPENSE

Total noninterest expense was $1,197,000,  or 0.84% of average total assets, for
the three month period ended March 31, 2002 as compared to $1,080,000, or 0.84%,
for the same period in 2001.  Salaries and employee  benefits,  occupancy,  data
processing  fees and office supplies and postage are categories of expenses with
increases when comparing the two periods.  The percentage of operating  expenses
remained level as average total assets increased approximately $13.8 million for
the year ended March 31, 2002.

INCOME TAXES

The Bank recognizes income taxes using the Financial  Accounting Standards Board
Statement No. 109, Accounting for Income Taxes. Under this method,  deferred tax
assets and liabilities are established for the temporary differences between the
accounting  basis and the tax basis of the  Bank's  assets  and  liabilities  at
enacted tax rates  expected  to be in effect  when the  amounts  related to such
temporary  differences are realized or settled. The Bank's deferred tax asset is
reviewed  quarterly  and  adjustments  to such asset are  recognized as deferred
income tax expense or benefit  based on  management's  judgment  relating to the
realizability of such asset.

During the three month period ending March 31, 2002, the Bank recorded  $124,000
in tax  expense  which  resulted  in an  approximate  effective  rate of  34.4%.
Comparably, in 2001, the Bank recorded $161,000 in tax expense,  resulting in an
approximate effective rate of 38.5%.

                                  FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY

PART 2- OTHER INFORMATION

Item 1.       Legal Proceedings
              None.
Item 2.       Changes in Securities
              None.
Item 3.       Defaults Upon Senior Securities
              None.
Item 4.       Submission of Matters to a Vote of Security Holders

               On April 18, 2002, First Central  Bancshares,  Inc. held its 2002
               Annual  Meeting  of  Shareholders.   The  following  is  a  brief
               description  of each  matter  voted  upon and the  results of the
               voting.



          1.   Election of Directors

                      Nominee                                __For               Against        Withheld
                      ----------------------                   -----             -------        --------
                                                                                              
                      Barry H. Gordon                        331,668              11,023              -0-
                      Robert D. Grimes                       342,691               -0-                -0-
                      Joseph Hamdi                           342,691               -0-                -0-
                      Benny L. Shubert                       342,691               -0-                -0-
                      Ted L. Wampler, Jr.                    331,668              11,023              -0-


               There were no abstentions or broker non-votes.

               The terms of the Office of Directors Ed F. Bell, Gary Kimsey,  G.
               Bruce  Martin,  Peter G.  Stimpson,  and  James W.  Wilburn,  III
               continued after the meeting.


                                       14


          2.   The shareholders also approved the appointment of Pugh & Company,
               P.C. as independent  auditors for 2002. 331,522 shares were voted
               in favor of the  appointment,  with no shares withheld and 11,169
               shares voted against the appointment.

Item 5.       Other Information
              None.
Item 6.       Exhibits and Reports on Form 8-K
              None.

                                       15



                                 FORM 1O-QSB

                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.





                           FIRST CENTRAL BANCSHARES, INC.

Date: March 13, 2002       By:  /s/ Ed F. Bell
                                ------------------------------------------------
                                Ed F. Bell, Chairman and Chief Executive Officer

Date: March 13, 2002       By:  /s/ Joseph Hamdi
                                ------------------------------------------------
                                Joseph Hamdi, President

Date: March 13, 2002       By:  /s/ Ralph Micalizzi
                                ------------------------------------------------
                                Ralph Micalizzi, Vice President, Cashier
                                 and Controller, First Central Bank


                                       16