U.S. SECURITIES AND EXCHANGE
                           COMMISSION Washington, D.C.
                                      20549


                                    FORM 10-Q

(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, 2003


                                       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 0-22608


                               FFLC BANCORP, INC.
                               ------------------
             (Exact Name of Registrant as Specified in Its Charter)


          Delaware                                        59-3204891
--------------------------------                     -------------------
(State or Other Jurisdiction                          (I.R.S. Employer
of Incorporation or Organization)                    Identification No.)


800 North Boulevard West, Post Office Box 490420, Leesburg, Florida  34749-0420
-------------------------------------------------------------------  ----------
(Address of Principal Executive Offices)                             (Zip Code)


Registrant's Telephone Number, Including Area Code  (352) 787-3311
                                                    --------------


Former  Name,  Former  Address and Former  Fiscal  Year,  if Changed  Since Last
Report.

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

     Indicate by check mark whether the Registrant is an  accelerated  filer (as
defined in Rule 12B-2 of the Exchange Act):   Yes [ ]  No [X]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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


Common stock, par value                      5,391,749 shares outstanding at
    $.01 per share                                    April 23, 2003
------------------------                     ---------------------------------












                               FFLC BANCORP, INC.

                                      INDEX


Part I. FINANCIAL INFORMATION

   Item 1. Financial Statements                                                                    Page
                                                                                                   ----
                                                                                                 
     Condensed Consolidated Balance Sheets -
       at March 31, 2003 (Unaudited) and at December 31, 2002........................................2

     Condensed Consolidated Statements of Income (Unaudited) -
       Three months ended March 31, 2003 and 2002....................................................3

     Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) -
       Three months ended March 31, 2003 and 2002..................................................4-5

     Condensed Consolidated Statements of Cash Flows (Unaudited) -
       Three months ended March 31, 2003 and 2002..................................................6-7

     Notes to Condensed Consolidated Financial Statements (Unaudited).............................8-13

     Review by Independent Certified Public Accountants.............................................14

     Report on Review by Independent Certified Public Accountants...................................15

   Item 2. Management's Discussion and Analysis of Financial Condition
     and Results of Operations...................................................................16-21

   Item 3.  Quantative and Qualitative Disclosures About Market Risk................................22

   Item 4.  Controls and Procedures.................................................................22

Part II. OTHER INFORMATION

   Item 1.  Legal Proceedings.......................................................................22

   Item 2.  Changes in Securities...................................................................22

   Item 3.  Default upon Senior Securities..........................................................22

   Item 4.  Submission of Matters to a Vote of Security Holders.....................................23

   Item 5.  Other Information.......................................................................23

   Item 6.  Exhibits and Reports on Form 8-K........................................................23

SIGNATURES..........................................................................................24

CERTIFICATIONS...................................................................................24-26







                               FFLC BANCORP, INC.

                          Part I. FINANCIAL INFORMATION

                          Item 1. Financial Statements

                      Condensed Consolidated Balance Sheets
                   ($ in thousands, except per share amounts)





                                                                                    At                At
                                                                                 March 31,       December 31,
                                                                                 ---------       ------------
                                                                                   2003              2002
                                                                                   ----              ----
            Assets                                                              (unaudited)

                                                                                               
Cash and due from banks                                                         $  36,223            20,157
Interest-earning deposits                                                          58,027            49,237
                                                                                 --------          --------

            Cash and cash equivalents                                              94,250            69,394

Securities available for sale                                                      88,720            77,324
Loans, net of allowance for loan losses of $5,311 in 2003
    and $5,181 in 2002                                                            733,567           735,338
Accrued interest receivable                                                         3,720             4,181
Premises and equipment, net                                                        19,617            19,369
Foreclosed assets                                                                     906               626
Federal Home Loan Bank stock, at cost                                               7,700             7,700
Deferred income taxes                                                                 709               487
Other assets                                                                        1,467             1,402
                                                                                ---------         ---------

            Total                                                               $ 950,656           915,821
                                                                                  =======           =======

            Liabilities and Stockholders' Equity

Liabilities:
    Noninterest-bearing demand deposits                                            24,854            18,867
    NOW and money-market accounts                                                 149,750           137,858
    Savings accounts                                                               25,951            25,403
    Certificates                                                                  493,663           485,930
                                                                                  -------           -------

            Total deposits                                                        694,218           668,058

Advances from Federal Home Loan Bank                                              149,000           149,000
Other borrowed funds                                                               17,081            14,303
Guaranteed preferred beneficial interest in junior subordinated debentures          5,000             5,000
Accrued expenses and other liabilities                                             12,630             8,398
                                                                                  -------         ---------

            Total liabilities                                                     877,929           844,759
                                                                                  -------           -------

Stockholders' equity:
    Preferred stock, $.01 par value, 1,000,000 shares authorized,
        none outstanding                                                                -                 -
    Common stock, $.01 par value, 9,000,000 shares authorized,
        6,371,440 in 2003 and 4,574,944 in 2002 shares issued                          64                46
    Additional paid-in-capital                                                     31,660            31,638
    Retained income                                                                60,219            58,409
    Accumulated other comprehensive income                                            540               636
    Treasury stock, at cost (994,274 shares in 2003 and
        991,669 shares in 2002)                                                   (19,756)          (19,667)
                                                                                  -------           -------

            Total stockholders' equity                                             72,727            71,062
                                                                                 --------           -------

            Total                                                               $ 950,656           915,821
                                                                                  =======           =======



See accompanying Notes to Condensed Consolidated Financial Statements.


                                       2




                               FFLC BANCORP, INC.

             Condensed Consolidated Statements of Income (Unaudited)
                   ($ in thousands, except per share amounts)






                                                                      Three Months Ended
                                                                            March 31,
                                                                     --------------------
                                                                       2003          2002
                                                                       ----          ----
Interest income:
                                                                               
    Loans                                                          $  12,722         12,842
    Securities                                                           588            761
    Other interest-earning assets                                        267            240
                                                                   ---------      ----------

            Total interest income                                     13,577         13,843
                                                                   ---------      ----------

Interest expense:
    Deposits                                                           4,415          5,218
    Borrowed funds                                                     2,127          2,273
                                                                   ----------     ----------

            Total interest expense                                     6,542          7,491
                                                                   ---------      ---------

            Net interest income                                        7,035          6,352

Provision for loan losses                                                406            258
                                                                   ---------     ----------

            Net interest income after provision for loan losses        6,629          6,094
                                                                   ---------      ---------

Noninterest income:
    Deposit account fees                                                 231            218
    Other service charges and fees                                       584            461
    Net gain on sales of loans held for sale                             271             46
    Other                                                                197            168
                                                                   ---------      ----------

            Total noninterest income                                   1,283            893
                                                                   ---------      ----------

Noninterest expense:
    Salaries and employee benefits                                     2,446          2,016
    Occupancy expense                                                    648            573
    Data processing expense                                              273            252
    Professional services                                                103            102
    Advertising and promotion                                            137            111
    Other                                                                515            390
                                                                   ---------      ----------

            Total noninterest expense                                  4,122          3,444
                                                                   ---------      ---------

Income before income taxes                                             3,790          3,543

            Income taxes                                               1,436          1,335
                                                                   ---------      ---------

Net income                                                         $   2,354          2,208
                                                                   =========      =========

Basic income per share                                             $     .44          .41
                                                                   ===========    =========

Weighted-average number of shares outstanding for basic            5,373,607      5,351,664
                                                                   =========      =========

Diluted income per share                                           $     .43            .41
                                                                   ===========    =========

Weighted-average number of shares outstanding for diluted          5,479,331      5,459,600
                                                                   ===========    ==========

Dividends per share $                                                    .10            .09
                                                                   ===========    ==========



See accompanying Notes to Condensed Consolidated Financial Statements

                                       3





                               FFLC BANCORP, INC.

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)

                   Three Months Ended March 31, 2003 and 2002
                                ($ in thousands)





                                                                                                        Accumulated
                                                Common Stock       Additional                               Other           Total
                                               ---------------
                                          Number of                 Paid-In    Treasury     Retained   Comprehensive   Stockholders'
                                          Shares         Amount     Capital      Stock       Income       Income          Equity
                                        ----------       ------   ----------- -----------    ------       ------        -----------

                                                                                                     
Balance at December 31, 2001              4,542,953        $ 45      31,355     (19,347)      51,575         440          64,068
                                                                                                                          ------

Comprehensive income:
  Net income (unaudited)                     -              -          -           -           2,208         -             2,208

  Change in unrealized gains on securities
       available for sale, net of income tax
       benefit of $135 (unaudited)           -              -          -           -           -            (223)           (223)
                                                                                                                          --------

Comprehensive income (unaudited)                                                                                           1,985
                                                                                                                          -------

Net proceeds from the issuance of common
  stock, stock options exercised
  (unaudited)                                15,427           1         114        -            -            -               115

Dividends paid   (unaudited)                 -              -          -           -            (499)        -              (499)


Purchase of treasury stock, 6,944 shares
  (unaudited)                                -              -          -           (160)        -            -              (160)
                                          ----------       -----  ----------   ---------  -----------       -----         -------

Balance at March 31, 2002 (unaudited)     4,558,380        $ 46      31,469     (19,507)      53,284         217          65,509
                                          =========          ==      ======      ======       ======        =====         =======


                                                                    (continued)

                                       4







                               FFLC BANCORP, INC.

 Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited), Continued

                   Three Months Ended March 31, 2003 and 2002
                                ($ in thousands)



                                                                                                        Accumulated
                                            Common Stock          Additional                               Other          Total
                                          Number of                 Paid-In    Treasury     Retained   Comprehensive  Stockholders'
                                          Shares         Amount     Capital      Stock       Income       Income          Equity
                                        ----------       ------   ----------- -----------    ------       ------        -----------

                                                                                                     
Balance at December 31, 2002              4,574,944       $ 46       31,638     (19,667)     58,409          636          71,062
                                                                                                                          -------

Comprehensive income:
  Net income (unaudited)                     -             -           -           -          2,354          -             2,354

Change in unrealized gains on securities
       available for sale, net of income tax
       benefit of $52 (unaudited)            -             -           -           -          -              (86)            (86)

  Change in unrealized loss on derivative
       instrument, net of income tax
       benefit of $6 (unaudited)             -             -           -           -          -              (10)            (10)
                                                                                                                          --------

Comprehensive income (unaudited)                                                                                           2,258
                                                                                                                          -------

Net proceeds from the issuance of common
  stock, stock options exercised
  (unaudited)                                 4,227        -             40        -           -             -                40

Dividends paid (unaudited)                  -              -           -           -           (544)         -              (544)


Purchase of treasury stock, 2,605 shares
  (unaudited)                               -              -           -            (89)       -             -               (89)


Three-for-two stock split (unaudited)     1,792,269         18          (18)      -            -             -             -
                                          ---------         --     -------- -----------   ---------        -----      ----------

Balance at March 31, 2003 (unaudited)     6,371,440       $ 64       31,660     (19,756)     60,219          540          72,727
                                          =========         ==       ======      ======      ======         =====        =======


See accompanying Notes to Condensed Consolidated Financial Statements.


                                       5






                               FFLC BANCORP, INC.

           Condensed Consolidated Statements of Cash Flows (Unaudited)
                                 (In thousands)


                                                                               Three Months Ended
                                                                                     March 31,
                                                                              2003            2002
                                                                              ----            ----
Cash flows from operating activities:
                                                                                        
    Net income                                                           $  2,354             2,208
    Adjustments to reconcile net income
        to net cash provided by (used in) operating activities:
            Provision for loan losses                                         406               258
            Depreciation and amortization                                     301               259
            Credit for deferred income taxes                                 (164)              (44)
            Gain on sale of foreclosed assets                                -                  (30)
            Net amortization of premiums and discounts on securities          235                22
            Net deferral of loan fees and costs                              (134)              (82)
            Net gain on sales of loans held for sale                         (271)              (46)
            Loans originated for sale                                     (16,339)           (1,623)
            Proceeds from sales of loans held for sale                     16,556             3,576
            Decrease in accrued interest receivable                           461                 2
            Increase in other assets                                          (65)             (266)
            Increase in accrued expenses and other liabilities              4,216             4,436
                                                                          -------           -------

                    Net cash provided by operating activities               7,556             8,670
                                                                           ------           -------

Cash flows from investing activities:
    Proceeds from principal repayments and maturities on securities
        available for sale                                                  7,827             4,567
    Purchase of securities available for sale                             (19,596)          (15,223)
    Loan disbursements                                                    (65,800)          (63,687)
    Principal repayments on loans                                          66,532            46,229
    Purchase of premises and equipment, net                                  (549)             (757)
    Proceeds from sales of foreclosed assets                                  541               354
                                                                         --------          --------

                    Net cash used in investing activities                 (11,045)          (28,517)
                                                                           ------            ------

Cash flows from financing activities:
    Net increase in deposits                                               26,160             7,449
    Net increase in other borrowed funds                                    2,778             4,071
    Issuance of common stock                                                   40               115
    Purchase of treasury stock                                                (89)             (160)
    Cash dividends paid                                                      (544)             (499)
                                                                         --------           -------

                    Net cash provided by financing activities              28,345            10,976
                                                                           ------            ------

Net increase (decrease) in cash and cash equivalents                       24,856            (8,871)

Cash and cash equivalents at beginning of period                           69,394            49,792
                                                                           ------            ------

Cash and cash equivalents at end of period                               $ 94,250            40,921
                                                                        =========           =======

                                                                     (continued)


                                       6







                               FFLC BANCORP, INC.

     Condensed Consolidated Statements of Cash Flows (Unaudited), Continued
                                 (In thousands)

                                                                                                Three Months Ended
                                                                                                    March 31,
                                                                                                ------------------
                                                                                                 2003       2002
                                                                                                 ----       ----
Supplemental disclosures of cash flow information- Cash paid during the period
    for:
                                                                                                       
        Interest                                                                                $ 6,583      7,467
                                                                                                ========   =======

        Income taxes                                                                            $    398       270
                                                                                                ========   =======

Noncash investing and financing activities:

    Accumulated other comprehensive income:
        Net change in unrealized gain on securities available for sale, net of tax benefit      $   (86)      (223)
                                                                                                ========   =======

        Net change in unrealized loss on derivative instrument, net of tax benefit              $   (10)        -
                                                                                                ========   =======

    Transfers from loans to foreclosed assets                                                   $    821       407
                                                                                                 =======   =======

    Loans originated on sales of foreclosed assets                                              $      -       141
                                                                                                ========   =======

    Loans funded by and sold to correspondent                                                   $  3,592     2,798
                                                                                                ========   =======



See accompanying Notes to Condensed Consolidated Financial Statements.

                                       7






                               FFLC BANCORP, INC.

        Notes to Condensed Consolidated Financial Statements (Unaudited)


1.   Basis of  Presentation.  In the opinion of the  management of FFLC Bancorp,
     Inc. (the  "Holding  Company"),  the  accompanying  condensed  consolidated
     financial   statements  contain  all  adjustments   (consisting  of  normal
     recurring  accruals)  necessary to present fairly the financial position at
     March  31,  2003 and the  results  of  operations  and cash  flows  for the
     three-month  periods  ended  March  31,  2003  and  2002.  The  results  of
     operations  for the  three-month  period  ended  March  31,  2003,  are not
     necessarily  indicative of results that may be expected for the year ending
     December 31, 2003.

     The condensed consolidated financial statements include the accounts of the
     Holding Company and its three  subsidiaries,  First Federal Savings Bank of
     Lake County (the "Bank"),  First  Alliance  Title,  LLC and FFLC  Statutory
     Trust  I and  the  Bank's  wholly-owned  subsidiary,  Lake  County  Service
     Corporation  (together,   the  "Company").   All  significant  intercompany
     accounts and transactions have been eliminated in consolidation.

2.   Loans.  The following  table sets forth the  composition of the Bank's loan
     portfolio in dollar  amounts and  percentages  at the dates  indicated  (in
     thousands):



                                                                      At March 31, 2003         At December 31, 2002
                                                                   -----------------------      ---------------------
                                                                                     % of                      % of
                                                                       Amount        Total       Amount         Total
            Mortgage loans:
                                                                                                     
                One-to-four-family residential *                   $ 388,995        51.50%    $ 395,116          52.23%
                Construction and land                                 34,083         4.51        30,792           4.07
                Multi-family units                                    21,845         2.89        22,796           3.01
                Commercial real estate, churches and other           140,686        18.63       140,770          18.61
                                                                     -------       ------       -------        --------

                    Total mortgage loans                             585,609        77.53       589,474          77.92

            Consumer loans                                           141,116        18.68       138,202          18.26
            Commercial loans                                          28,604         3.79        28,879           3.82
                                                                    --------     --------      --------       ---------

                    Total loans (1)                                  755,329       100.00%      756,555         100.00%
                                                                                   ======                       ======

            Undisbursed portion of loans in process                  (17,123)                   (16,770)
            Net deferred loan costs                                      672                        734
            Allowance for loan losses (2)                             (5,311)                    (5,181)
                                                                   ---------                   -------- -

                    Loans, net                                     $ 733,567                  $ 735,338
                                                                     =======                    =======



*    Includes  $14.5  million and $14.4  million of loans held for sale at March
     31, 2003 and December 31, 2002, respectively.

(1)  Total  loans  outstanding  by  department  consists  of the  following  (in
     thousands):

                                                         At
                                 ---------------------------
                                   March 31, 2003           December 31, 2002
                                 ----------------------------------------------
                                                   % of                   % of
                                    Amount        Total       Amount    Total
                                    ------        -----       ------    -----

            Residential          $ 379,460       50.23%    $ 385,711     50.98%
            Commercial             231,257       30.62       229,930     30.39
            Consumer               144,612       19.15       140,914     18.63
                                   -------     -------       -------   --------

                                 $ 755,329      100.00%    $ 756,555    100.00%
                                   =======      ======       =======    ======

                                                                     (continued)

                                       8



                               FFLC BANCORP, INC.

   Notes to Condensed Consolidated Financial Statements (Unaudited), Continued


2.  Loans, Continued.

(2) Total allowance for loan losses by department consist of the following (in
thousands):

                                                        At
                                 --------------------------
                                  March 31, 2003          December 31, 2002
                                 --------------------------------------------
                                                % to                   % to
                                                Gross                  Gross
                                  Amount        Loans       Amount     Loans
                                  ------        -----       ------     -----

            Residential          $ 1,207         .32%      $ 1,175       .30%
            Commercial             2,968        1.28         2,949      1.28
            Consumer               1,136         .79         1,057       .75
                                   -----                     -----

                                 $ 5,311      .70%         $ 5,181    .68%
                                   =====     ====            =====   ====

Total gross loans originated by department,  including unfunded construction and
line of credit loans, consist of the following (in thousands):


                                      Three Months Ended
                                                March 31,
                                 -----------------------
                                   2003             2002
                                   ----             ----

            Residential           $ 45,013        30,877
            Commercial              25,898        24,008
            Consumer                20,973        18,103
                                    ------        -------

                                  $ 91,884        72,988
                                    ======        =======

3.   Loan  Impairment  and Loan Losses.  The Company  also  prepares a quarterly
     review of the  adequacy of the  allowance  for loan losses to identify  and
     value  impaired  loans in  accordance  with  guidance in the  Statements of
     Financial Accounting Standards No. 114 and 118.

     An analysis of the change in the  allowance  for loan losses was as follows
     (in thousands):

                                                   Three Months Ended
                                                             March 31,
                                                  ----------------------
                                                  2003             2002
                                                  ----             ----

            Balance at January 1                $ 5,181         4,289
            Provision for loan losses               406           258
            Net loans charged-off                  (276)         (274)
                                                 ------        ------

            Balance at March 31                 $ 5,311         4,273
                                                  =====         =====


                                                                     (continued)
                                       9





                               FFLC BANCORP, INC.

   Notes to Condensed Consolidated Financial Statements (Unaudited), Continued


3.   Loan Impairment and Loan Losses,  Continued.  The following  summarizes the
     amount of  impaired  loans,  all of which  were  collateral  dependent  (in
     thousands):

                                                                                                          At
                                                                                    -------------------------
                                                                                    March 31,      December 31,
                                                                                      2003             2002
                                                                                      ----             ----

                                                                                                  
            Loans identified as impaired:
                Gross loans with no related allowance for losses                    $   -                 -
                Gross loans with related allowance for losses recorded                 631              400
                Less:  Allowances on these loans                                       (85)             (50)
                                                                                      ----             ----

            Net investment in impaired loans                                        $  546              350
                                                                                     ======            =====

    The average net investment in impaired loans and interest income recognized
        and received on impaired loans was as follows (in thousands):

                                                                                      Three Months Ended
                                                                                            March 31,
                                                                                         ------------
                                                                                       2003         2002

            Average net investment in impaired loans                                $   443            38
                                                                                    ========        =======

            Interest income recognized on impaired loans                            $     2            -
                                                                                    ========        =======

            Interest income received on impaired loans                              $     2            -
                                                                                    ========        =======

    Nonaccrual and past due loans were as follows (in thousands):

                                                                                                          At
                                                                                    ------------------------
                                                                                    March 31,      December 31,
                                                                                    ---------      ------------
                                                                                      2003             2002
                                                                                      ----             ----

            Nonaccrual loans                                                         $ 2,741            2,592
            Accruing loans past due ninety days or more                                   46           -
                                                                                      ------        ---------

                Total                                                                $ 2,787            2,592
                                                                                    =========      ==========

                                                                     (continued)

                                       10




                               FFLC BANCORP, INC.

   Notes to Condensed Consolidated Financial Statements (Unaudited), Continued


4.   Income Per Share of Common  Stock.  Basic  income per share of common stock
     has  been  computed  by  dividing  the net  income  for the  period  by the
     weighted-average  number of  shares  outstanding.  Shares  of common  stock
     purchased by the RRP incentive plans are only considered  outstanding  when
     the shares are  released or  committed  to be released  for  allocation  to
     participants.  Diluted  income per share is computed by dividing net income
     by the weighted-average number of shares outstanding including the dilutive
     effect of stock options  computed using the treasury stock method.  All per
     share amounts  reflect the  three-for-two  stock split declared on February
     14, 2003. The following table presents the calculation of basic and diluted
     income per share of common stock:




                                                                                              Three Months Ended
                                                                                               March 31,
                                                                                            2003             2002
                                                                                            ----             ----
                                                                                                     
           Weighted-average shares of common stock issued and
             outstanding before adjustments for RRP and
             common stock options                                                        5,377,710         5,355,767
           Adjustment to reflect the effect of unallocated RRP shares                       (4,103)           (4,103)
                                                                                       -----------      ------------

           Weighted-average shares for basic income per share                            5,373,607         5,351,664
                                                                                         =========         =========

           Basic income per share                                                 $            .44               .41
                                                                                    ==============    ==============

           Total weighted-average common shares and equivalents
             outstanding for basic income per share computation                          5,373,607         5,351,664

           Additional dilutive shares using the average market value for
             the period utilizing the treasury stock method regarding stock options        105,724           107,936
                                                                                       -----------       -----------

           Weighted-average common shares and equivalents outstanding for
             diluted income per share                                                    5,479,331         5,459,600
                                                                                         =========         =========

           Diluted income per share                                               $            .43               .41
                                                                                    ==============    ==============


5.      Stock Split. On February 14, 2003, the Board of Directors declared a
        three-for-two stock split on all outstanding common shares for
        shareholders of record on February 28, 2003, which were distributed on
        March 14, 2003. Any fractional shares resulting from the split were paid
        in cash based on the closing price on the record date.

                                                                     (continued)

                                       11



                               FFLC BANCORP, INC.

   Notes to Condensed Consolidated Financial Statements (Unaudited), Continued


6. Stock Option Plans. During 2002,the Company adopted a new stock option plan
     (the  "2002  Plan")  which  authorizes  the  Company to issue up to 375,000
     shares (adjusted) in connection with options granted to directors, officers
     or  employees  of the  Company.  The  terms  and  vesting  periods  will be
     determined  as each option is granted,  but the option price cannot be less
     than the then  current  market value of the common stock at the grant date.
     No options have been granted under the 2002 Plan through March 31, 2003.

The  Company also has a 1993 stock  option plan (the "Plan")  under which common
     shares are  authorized to be issued in connection  with options  granted to
     directors, officers and employees of the Company. Options granted under the
     Plan are exercisable at the market price of the common stock at the date of
     grant.  Such incentive  stock options granted to officers and employees are
     exercisable in three equal annual installments,  with the first installment
     becoming  exercisable  one year from the date of grant.  Options granted to
     outside  directors  are  exercisable  immediately,  but any  common  shares
     obtained  from  exercise  of the  options may not be sold prior to one year
     from the date of grant.  All options expire at the earlier of ten years for
     officers and employees or twenty years for directors from the date of grant
     or one year  following  the date  which the  outside  director,  officer or
     employee  ceases  to serve in such  capacity.  At March  31,  2003,  50,570
     options  (adjusted)  remain  available  under  the Plan for grant to future
     directors, officers and employees.

The  following is a summary of stock option  transactions during the three-month
     periods  ended  March 31, 2003 and 2002 (All  options and option  price per
     share  information  has been  adjusted to reflect the  three-for-two  stock
     split in 2003):





                                                                                    Weighted-
                                                                    Range of         Average
                                                    Number of       Per Share       Per Share
                                                    Options         Option Price      Price

                                                                              
            Outstanding, December 31, 2001          200,312       $ 4.00-14.17         6.01
                                                                                           =
            Exercised                               (23,140)        4.00-10.83          4.55
                                                    -------

            Outstanding, March 31, 2002             177,172       $ 4.00-14.17          6.27
                                                    =======         ==========          ====

            Outstanding, December 31, 2002          152,327         4.00-14.17          6.61
            Exercised                                (6,340)        4.00-10.20          6.45
                                                    -------

            Outstanding, March 31, 2003             145,987       $ 4.00-14.17          6.53
                                                    =======         ==========          ====


                                                                    (continued)
                                       12





                               FFLC BANCORP, INC.

   Notes to Condensed Consolidated Financial Statements (Unaudited), Continued


6.  Stock Option Plans, Continued
    No stock options were granted under the Plans during the three-month periods
     ended March 31, 2003 or 2002.  SFAS No. 123  requires  pro forma fair value
     disclosures  if the  intrinsic  value  method  is being  utilized  to value
     stock-based compensation awards. For purposes of pro forma disclosures, the
     estimated fair value of stock options granted is included in expense in the
     period vesting occurs.  The proforma  information has been determined as if
     the Company had accounted for its stock options under the fair value method
     of SFAS No. 123.  The Company  accounts  for their stock option plans under
     the recognition  and  measurement  principles of APB No. 25. No stock-based
     employee  compensation  cost is reflected in net income  during the periods
     presented,  as all stock  options  granted  under the plans had an exercise
     price equal to the market value of the underlying  common stock on the date
     of grant.  The  following  table  illustrates  the effect on net income and
     basic and  diluted  income per share as if the Company had applied the fair
     value  recognition  provisions  of SFAS  No.  123 to  stock-based  employee
     compensation (in thousands, except per share amounts):





                                                                               Three Months Ended
                                                                               March 31,
                                                                               2003          2002
                                                                               ----          ----
                                                                                      
             Weighted-average grant-date fair value of stock options
                  issued during the period                                $    N/A          N/A
                                                                          =========     =========

             Net income, as reported                                      $   2,354         2,208

             Deduct:  Total stock-based employee compensation
                  determined under the fair value based method for
                  all awards, net of related tax benefit                      -                (3)
                                                                          ---------      --------

             Proforma net income                                         $    2,354         2,205
                                                                          =========     =========

             Basic income per share:
                  As reported                                             $     .44           .41
                                                                          =========     =========

                  Proforma                                                $     .44           .41
                                                                          =========     =========

             Diluted income per share:
                  As reported                                             $     .43           .41
                                                                          =========     =========

                  Proforma                                                $     .43          .41
                                                                          =========     =========



7.  Reclassifications.  Certain  amounts  in the  2002  condensed  consolidated
     financial  statements  have  been  reclassified  to  conform  to  the  2003
     presentation.

                                       13







                               FFLC BANCORP, INC.

               Review by Independent Certified Public Accountants


Hacker,   Johnson  &  Smith  PA,  the  Company's  independent  certified  public
accountants,  have made a limited  review of the financial  data as of March 31,
2003, and for the three-month periods ended March 31, 2003 and 2002 presented in
this  document,  in  accordance  with  standards  established  by  the  American
Institute of Certified Public Accountants.

Their  report  furnished  pursuant to Article 10 of  Regulation  S-X is included
herein.


                                       14





          Report on Review by Independent Certified Public Accountants



The Board of Directors
FFLC Bancorp, Inc.
Leesburg, Florida:

     We have reviewed the accompanying  condensed  consolidated balance sheet of
FFLC Bancorp,  Inc. and  Subsidiaries  (the "Company") as of March 31, 2003, and
the  related   condensed   consolidated   statements   of  income,   changes  in
stockholders'  equity and cash flows for the three-month periods ended March 31,
2003 and 2002. These interim financial  statements are the responsibility of the
Company's management.

     We conducted our reviews in accordance  with  standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing  standards  generally  accepted in the United States of
America,  the objective of which is the  expression of an opinion  regarding the
financial  statements taken as a whole.  Accordingly,  we do not express such an
opinion.

     Based on our reviews,  we are not aware of any material  modifications that
should  be made  to the  condensed  consolidated  interim  financial  statements
referred  to  above  for them to be in  conformity  with  accounting  principles
generally accepted in the United States of America.

     We have previously audited, in accordance with auditing standards generally
accepted in the United States of America,  the consolidated  balance sheet as of
December 31, 2002, and the related consolidated statements of income, changes in
stockholders'  equity  and cash  flows for the year then  ended  (not  presented
herein);  and in our report dated  January 15, 2003 we expressed an  unqualified
opinion  on  those  consolidated  financial  statements.  In  our  opinion,  the
information set forth in the accompanying  condensed  consolidated balance sheet
as of December 31, 2002, is fairly stated, in all material respects, in relation
to the consolidated balance sheet from which it has been derived.






HACKER, JOHNSON & SMITH PA
Orlando, Florida
April 8, 2003





                               FFLC BANCORP, INC.

                      Management's Discussion and Analysis
                of Financial Condition and Results of Operations


General

     FFLC Bancorp,  Inc., (the "Holding Company") is the holding company for its
     three subsidiaries, First Federal Savings Bank of Lake County (the "Bank"),
     First  Alliance  Title,  LLC and  FFLC  Statutory  Trust  I and the  Bank's
     wholly-owned  subsidiary,  Lake County Service Corporation  (together,  the
     "Company").  The Company's consolidated results of operations are primarily
     those of the Bank.

     The Bank's principal  business  continues to be attracting  retail deposits
     from the  general  public  and  investing  those  deposits,  together  with
     principal  repayments on loans and  investments  and funds  generated  from
     operations,  primarily  in mortgage  loans  secured by  one-to-four-family,
     owner-occupied  homes,  commercial  loans,  consumer loans and, to a lesser
     extent,  construction  loans,  other loans,  and  multi-family  residential
     mortgage  loans.  In  addition,  the Bank holds  investments  permitted  by
     federal  laws  and  regulations  including  securities  issued  by the U.S.
     Government  and  agencies   thereof.   The  Bank's   revenues  are  derived
     principally  from  interest  on its  loan  and  mortgage-backed  securities
     portfolios  and interest and dividends on its  investment  securities.  The
     Bank is a member of the  Federal  Home Loan Bank  ("FHLB")  system  and its
     deposits are insured up to the applicable limits by the Savings Association
     Insurance Fund ("SAIF") of the Federal Deposit  Insurance  Corporation (the
     "FDIC").  The  Bank is  subject  to  regulation  by the  Office  of  Thrift
     Supervision  (the  "OTS")  as its  chartering  agency,  and the FDIC as its
     deposit insurer.

     The Bank has 14 full-service banking facilities in Lake, Sumter, Citrus and
     Marion Counties,  Florida.  The Bank has plans to begin construction on two
     new  branches  during  2003,  one in Citrus  County and the other in Sumter
     County.

     The  Company's  results of  operations  depend  primarily  on net  interest
     income,  which  is  the  difference  between  the  interest  income  earned
     primarily  on its loan and  securities  portfolios,  and its cost of funds,
     consisting  of the  interest  paid  on its  deposits  and  borrowings.  The
     Company's  operating results are also affected,  to a lesser extent, by fee
     income. The Company's  operating expenses consist primarily of salaries and
     employee benefits, occupancy expenses, and other general and administrative
     expenses.  The  Company's  results  of  operations  are also  significantly
     affected  by general  economic  and  competitive  conditions,  particularly
     changes in market  interest  rates,  government  policies,  and  actions of
     regulatory authorities.

                                       16









                               FFLC BANCORP, INC.


Capital Resources

     The Bank's  primary  sources of funds  include  proceeds  from payments and
     prepayments on mortgage loans and mortgage-backed securities, proceeds from
     maturities  of  investment  securities,  increases in deposits and advances
     from  the  Federal  Home  Loan  Bank.   While   maturities   and  scheduled
     amortization of loans and investment  securities are predictable sources of
     funds,  deposit inflows and mortgage  prepayments are greatly influenced by
     local conditions, general interest rates, and regulatory changes.

     The Bank is a party to financial instruments with off-balance-sheet risk in
     the normal course of business to meet the financing needs of its customers.
     The Bank's  exposure to credit loss in the event of  nonperformance  by the
     other party to the off-balance-sheet financial instrument is represented by
     the  contractual  amount of those  instruments.  The Company  uses the same
     credit  policies  in  making  commitments  as it does for  on-balance-sheet
     instruments.  A summary of the contractual  amounts of the Bank's financial
     instruments  with  off-balance-sheet  risk at March 31,  2003  follows  (in
     thousands):

        Commitments to extend credit                   $ 32,582
                                                         ======
        Unused lines of credit                         $ 54,432
                                                         ======
        Undisbursed portion of loans in process        $ 17,123
                                                         ======
        Standby letters of credit                      $  2,499
                                                        =======

     The Bank believes that it will have sufficient  funds available to meet its
     commitments.  At  March  31,  2003,  certificates  of  deposit  which  were
     scheduled to mature in one year or less totaled  $253.5  million.  Based on
     past experience,  management believes,  that a significant portion of those
     funds will remain with the Bank.

     The Bank is subject to various regulatory capital requirements administered
     by  the  Federal  banking   agencies.   Failure  to  meet  minimum  capital
     requirements  can require  regulators to initiate  certain  mandatory-  and
     possibly additional discretionary-actions that, if undertaken, could have a
     direct material effect on the Company's financial statements. Under capital
     adequacy  guidelines  and the  regulatory  framework for prompt  corrective
     action,  the Bank  must  meet  specific  capital  guidelines  that  involve
     quantitative  measures  of the  Bank's  assets,  liabilities,  and  certain
     off-balance-sheet   items  as  calculated   under   regulatory   accounting
     practices.  The Bank's capital amounts and  classification are also subject
     to  qualitative  judgements  by  the  regulators  about  components,   risk
     weightings, and other factors.

     Quantitative  measures established by regulation to ensure capital adequacy
     require the Bank to maintain  minimum  amounts  (set forth in the table) of
     total and Tier I capital (as defined in the  regulations) to  risk-weighted
     assets (as defined).  Management  believes  that, as of March 31, 2003, the
     Bank meets all capital adequacy requirements to which it is subject.

                                       17





                               FFLC BANCORP, INC.


     As of March 31, 2003, the most recent notification from the OTS categorized
     the Bank as well  capitalized  under the  regulatory  framework  for prompt
     corrective  action.  To be categorized as well  capitalized,  the Bank must
     maintain  minimum  tangible,  Tier I (core),  Tier I (risk-based) and total
     risk-based  capital  percentages  as set forth in the  table.  There are no
     conditions or events since that notification that management  believes have
     changed the institution's category.

     The Bank's actual  capital  amounts and  percentages  at March 31, 2003 are
     also presented in the table.



                                                                                            To Be Well
                                                                            Minimum         Capitalized
                                                                            For Capital      For Prompt
                                                                            Adequacy       Corrective Action
                                                     Actual                 Purposes        Provisions
                                                     ------                 -----------    -----------------
                                                  %       Amount      %       Amount        %      Amount
                                                ----     ---------   ---    -----------    ---     -------
                                                                                ($ in thousands)
                                                                                 
Stockholders' equity,
    and ratio to total
    assets                                     7.9%      $  74,747
Less: investment in
    nonincludable
    subsidiary                                                (559)
Less: unrealized gain on
    securities available for sale                             (663)
                                                           -------

Tangible capital,
    and ratio to adjusted
    total assets                               7.7%      $  73,525   1.5%   $  14,239
                                                         =========          ===========

Tier 1 (core) capital, and
    ratio to adjusted total
    assets                                     7.7%      $  73,525   3.0%   $  28,479      5.0%    $  47,465
                                                         =========          ==========              =========

Tier 1 capital, and ratio
    to risk-weighted assets                    12.2%        73,525   4.0%   $  24,180      6.0%    $  36,270
                                                                            =========              ==========

Less: Nonincludable investment
    in 80% land loans

Tier 2 capital (allowance for
    loan losses)                                             5,185
                                                         ---------

Total risk-based capital,
    and ratio to risk-
    weighted assets                            13.0%     $  78,710   8.0%   $  48,360     10.0% $  60,450
                                                         =========          ===========         =========

Total assets                                             $ 950,536
                                                         =========

Adjusted total assets                                    $ 949,297
                                                         =========

Risk-weighted assets                                     $ 604,500
                                                         =========




                                       18






                               FFLC BANCORP, INC.

The following  table shows selected ratios for the periods ended or at the dates
indicated:



                                                           Three Months                          Three Months
                                                               Ended           Year Ended            Ended
                                                             March 31,        December 31,         March 31,
                                                               2003               2002               2002
                                                         -----------------  -----------------   --------------
                                                                                           
        Average equity as a percentage
           of average assets                                    7.77%              7.67%            7.83%

        Total equity to total assets at end of period           7.65%              7.76%            7.79%

        Return on average assets (1)                            1.01%              1.00%            1.06%

        Return on average equity (1)                           13.01%             13.05%           13.54%

        Noninterest expense to average assets (1)               1.77%              1.68%            1.65%

        Nonperforming assets to total assets
           at end of period                                      .39%               .35%             .30%

        Operating efficiency ratio (1)                         49.56%             48.23%           47.54%



(1)   Annualized for the three months ended March 31, 2003 and 2002.



                                                                   At               At              At
                                                                March 31,       December 31,      March 31,
                                                                  2003             2002            2002
                                                              ---------------  ---------------  -------------
                                                                                            
   Weighted-average interest rates:
        Interest-earning assets:
           Loans                                                    6.99%           7.10%            7.46%
           Securities                                               4.37%           4.45%            4.76%
           Other interest-earning assets                            1.66%           1.77%            2.78%
                Total interest-earning assets                       6.34%           6.52%            7.06%
        Interest-bearing liabilities:
           Interest-bearing deposits                                2.62%           2.78%            3.47%
           Borrowed funds                                           4.98%           5.38%            5.36%
                Total interest-bearing liabilities                  3.09%           3.29%            3.89%
        Interest-rate spread                                        3.25%           3.23%            3.17%



Changes in Financial Condition

Total assets  increased  $34.9 million or 3.8%,  from $915.8 million at December
31, 2002 to $950.7  million at March 31, 2003  primarily  as a result of a $24.9
million  increase in cash and cash  equivalents  and an  increase in  securities
available  for sale of $11.4  million.  Deposits  increased  $26.2  million from
$668.0  million at December 31, 2002 to $694.2  million at March 31,  2003.  The
$1.7 million net increase in stockholders'  equity during the three months ended
March 31, 2003  resulted from net income of $2.4 million and proceeds of $40,000
from stock options  exercised,  partially offset by repurchases of the Company's
stock of $89,000,  dividends paid of $544,000 and a $96,000,  net of tax benefit
decrease in accumulated other comprehensive income.

                                       19





                               FFLC BANCORP, INC.

Results of Operations

The following table sets forth, for the periods indicated, information regarding
(i) the total dollar amount of interest and dividend  income of the Company from
interest-earning  assets and the resultant average yields; (ii) the total dollar
amount of interest  expense on  interest-bearing  liabilities  and the resultant
average costs; (iii) net  interest/dividend  income; (iv) interest-rate  spread;
and (v)  net  interest  margin.  Yields  and  costs  were  derived  by  dividing
annualized  income or expense by the average  balance of assets or  liabilities,
respectively, for the periods shown. The average balance of loans includes loans
on which the Company has discontinued  accruing  interest.  The yields and costs
include certain fees which are considered to constitute adjustments to yields.





                                                                                           Three Months Ended March 31,
                                                                                -------------------------------------------
                                                                                2003                                 2002
                                                      ---------------------------------------------------------------------
                                                                   Interest     Average                Interest    Average
                                                       Average        and       Yield/     Average       and       Yield/
                                                       Balance     Dividends    Cost       Balance     Dividends   Cost
                                                       -------     ---------    ----       -------     ---------   ----
                                                                           ($ in Thousands)
Interest-earning assets:
                                                                                                   
    Loans                                             $ 733,343     12,722       6.94%     $ 690,435     12,842      7.44%
    Securities                                           88,324        588       2.66         73,222        761      4.16
    Other interest-earning assets (1)                    58,805        267       1.82         31,619        240      3.04
                                                      ---------   ----------               ---------    -------

          Total interest-earning assets                 880,472     13,577       6.17        795,276     13,843      6.96
                                                                  ----------                            -------

Noninterest-earning assets                               50,727                               38,494
                                                      ---------                            ---------

          Total assets                                $ 931,199                            $ 833,770
                                                      =========                            =========

Interest-bearing liabilities:
    NOW and money-market accounts                       142,689        236        .66        120,017        400      1.33
    Savings accounts                                     25,727         41        .64         22,375         56      1.00
    Certificates                                        489,321      4,138       3.38        435,369      4,762      4.38
    Federal Home Loan Bank advances                     149,000      2,002       5.37        154,000      2,202      5.72
    Other borrowed funds                                 20,161        125       2.48         14,014         71      2.03
                                                      ---------   ----------                --------    -------

          Total interest-bearing liabilities            826,898      6,542       3.16        745,775      7,491      4.02
                                                                  ----------                             ------

Noninterest-bearing deposits                             21,720                               15,033
Noninterest-bearing liabilities                          10,218                                7,714
Stockholders' equity                                     72,363                               65,248
                                                      ---------                            ---------

          Total liabilities and stockholders' equity  $ 931,199                            $ 833,770
                                                      =========                            =========

Net interest income                                               $  7,035                              $ 6,352
                                                                  ==========                            =======

Interest-rate spread (2)                                                         3.01%                               2.94%
                                                                                =======                           =======

Net interest-earning assets, net margin (3)           $  53,574                  3.20%   $  49,501                   3.19%
                                                      =========                 =======      =======              =======

Ratio of interest-earning assets to
    interest-bearing liabilities                           1.06                               1.07
                                                      =========                            =========




(1)  Includes interest-earning deposits and Federal Home Loan Bank stock.

(2)  Interest-rate spread represents the difference between the average yield on
     interest-earning   assets  and  the   average   cost  of   interest-bearing
     liabilities.

(3)  Net interest  margin is annualized  net interest  income divided by average
     interest-earning assets.

                                       20





                               FFLC BANCORP, INC.

       Comparison of the Three-Month Periods Ended March 31, 2003 and 2002


General Operating Results. Net income for the three-month period ended March 31,
     2003 was $2.4 million,  or $.44 per basic share and $.43 per diluted share,
     compared  to $2.2  million,  or $.41 per basic  share and $.41 per  diluted
     share,  for the comparable  period in 2002. All per share  information  has
     been  adjusted  to  reflect  the  three-for-two  stock  split in 2003.  The
     increase in net income was primarily a result of an increase of $683,000 in
     net  interest  income and an increase of  $390,000 in  noninterest  income,
     partially offset by an increase of $678,000 in noninterest expense.

Interest Income.  Interest  income  decreased  $266,000 to $13.6 million for the
     three-month period ended March 31, 2003. The decrease was due to a decrease
     in the average yield earned on  interest-earning  assets from 6.96% for the
     three months ended March 31, 2002 to 6.17% for the three months ended March
     31, 2003,  partially offset by a $85.2 million or 10.7% increase in average
     interest-earning  assets  outstanding  for the three months ended March 31,
     2003 compared to the 2002 period.

Interest  Expense.  Interest  expense  decreased  $949,000  or 12.7%,  from $7.5
     million for the three-month period ended March 31, 2002 to $6.5 million for
     the three-month period ended March 31, 2003. The decrease was primarily due
     to a decrease  in the average  cost of  interest-bearing  liabilities  from
     4.02% for the three months ended March 31, 2002 to 3.16% for the comparable
     2003  period,  partially  offset by  increases  of $79.9  million  and $1.2
     million in average  interest-bearing  deposits and borrowings  outstanding,
     respectively.  Average  interest-bearing  deposits  increased  from  $577.8
     million  outstanding during the three months ended March 31, 2002 to $657.7
     million   outstanding  during  the  comparable  period  for  2003.  Average
     borrowings  increased  from $168.0  million  during the three  months ended
     March 31, 2002 to $169.2 million for the comparable 2003 period.

Provision for Loan Losses. The provision for loan losses is charged to income to
     increase the total  allowance to a level deemed  appropriate by management.
     It is based upon the volume and type of lending  conducted  by the Company,
     the Company's  charge-off  experience,  industry  standards,  the amount of
     nonperforming  loans,  general  economic  conditions,  particularly as they
     relate to the  Company's  market  area,  and other  factors  related to the
     collectibility  of the  Company's  loan  portfolio.  The  Company  recorded
     provisions for loan losses for the three-month periods ended March 31, 2003
     and 2002 of $406,000 and $258,000,  respectively. Net loans charged off for
     the  three-month  periods  ended March 31, 2003 and 2002 were  $276,000 and
     $274,000,  respectively.  Management  believes  that the allowance for loan
     losses,  which was $5.3 million or .70% of gross loans at March 31, 2003 is
     adequate.

Noninterest Income. Noninterest income increased $390,000 or 43.7% from $893,000
     during the 2002 period to $1.3 million during the 2003 period. The increase
     was mainly due to a  $225,000  increase  in gain on sales of loans held for
     sale.  The Company has decided to sell an  increased  number of  fixed-rate
     residential mortgage loans it originates in the secondary market due to the
     low interest-rate environment.

Noninterest  Expense.  Noninterest  expense  increased by $678,000 or 19.7% from
     $3.4  million  for the  three-month  period  ended  March 31,  2002 to $4.1
     million for the  three-month  period ended March 31, 2003. The increase was
     primarily  due to increases  of $430,000 in salaries and employee  benefits
     and  $75,000 in  occupancy  expense  related to the  overall  growth of the
     Company.

Income Taxes.  The income tax  provision  increased  from $1.3  million  for the
     three-month period ended March 31, 2002 (an effective tax rate of 37.7%) to
     $1.4 million (an effective tax rate of 37.9%) for the corresponding  period
     in 2003.

                                       22





                               FFLC BANCORP, INC.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Market risk is the risk of loss from adverse  changes in market  prices and
     rates. The Company's market risk arises primarily from  interest-rate  risk
     inherent  in its lending and  deposit  taking  activities.  The Company has
     little or no risk  related  to  trading  accounts,  commodities  or foreign
     exchange.

     Management  actively  monitors and manages its interest rate risk exposure.
     The primary objective in managing  interest-rate  risk is to limit,  within
     established guidelines,  the adverse impact of changes in interest rates on
     the  Company's  net  interest  income  and  capital,  while  adjusting  the
     Company's asset-liability structure to obtain the maximum yield-cost spread
     on that  structure.  Management  relies  primarily  on its  asset-liability
     structure to control interest rate risk.  However, a sudden and substantial
     increase in interest rates could adversely  impact the Company's  earnings,
     to the extent that the interest  rates borne by assets and  liabilities  do
     not change at the same  speed,  to the same  extent,  or on the same basis.
     There  have  been no  significant  changes  in the  Company's  market  risk
     exposure  since  December 31,  2002.  The Company does not believe that the
     interest  rate swap entered  into in September  2002 exposes the Company to
     significant interest rate risk.

Item 4. Controls and Procedures

     a.   Evaluation  of  disclosure   controls  and  procedures.   The  Company
          -------------------------------------------------------
          maintains controls and procedures  designed to ensure that information
          required  to be  disclosed  in the reports  that the Company  files or
          submits  under  the  Securities  Exchange  Act of  1934  is  recorded,
          processed,  summarized and reported within the time periods  specified
          in the rules  and forms of the  Securities  and  Exchange  Commission.
          Based upon their evaluation of those controls and procedures performed
          within 90 days of the filing date of this report,  the Chief Executive
          and  Chief  Financial  officers  of the  Company  concluded  that  the
          Company's disclosure controls and procedures were adequate.

     b.   Changes in internal controls.  The Company made no significant changes
          ----------------------------
          in its internal controls or in other factors that could  significantly
          affect these  controls  subsequent  to the date of the  evaluation  of
          those controls by the Chief Executive and Chief Financial officers.

                           Part II - OTHER INFORMATION

Item 1. Legal Proceedings

     There are no material pending legal proceeding to which FFLC Bancorp,  Inc.
     or any of its  subsidiaries is a party or to which any of their property is
     subject.

Item 2. Changes in Securities

     The Holding Company has the right at one or more times,  unless an event of
     default  exists  under the  floating  rate junior  subordinated  deferrable
     interest  debentures  due September 26, 2032 (the  "Debentures"),  to defer
     interest payments on the Debentures for up to twenty consecutive  quarterly
     periods.  During that time,  the Holding  Company will be  prohibited  from
     declaring or paying cash dividends on its common stock.

Item 3. Defaults upon Senior Securities

     Not applicable

                                       23




                               FFLC BANCORP, INC.




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

     Not applicable

Item 5. Other Information

     Not applicable

Item 6. Exhibits and Reports on Form 8-K

     (a) The following exhibits are filed as part of this report.

          3.1  Certificate of Incorporation of FFLC Bancorp, Inc.*

          3.2  Bylaws of FFLC Bancorp, Inc. ***

          4.0  Stock Certificate of FFLC Bancorp, Inc.*

          10.1 First  Federal  Savings  Bank  of  Lake  County  Recognition  and
               Retention Plan**

          10.2 First  Federal  Savings  Bank  of  Lake  County  Recognition  and
               Retention Plan for Outside Directors**

          10.3 FFLC Bancorp,  Inc. Incentive Stock Option Plans for Officers and
               Employees**

          10.4 FFLC Bancorp, Inc. Stock Option Plan for Outside Directors**

          99.1 CEO  Certification  required under Section 906 of  Sarbanes-Oxley
               Act of 2002

          99.2 CFO  Certification  required under Section 906 of  Sarbanes-Oxley
               Act of 2002

     *    Incorporated  herein by reference into this document from the Exhibits
          to Form S-1, Registration Statement,  initially filed on September 27,
          1993, Registration No. 33-69466.

     **   Incorporated  herein by reference  into this  document  from the Proxy
          Statement for the Annual Meeting of Stockholders held on May 12, 1994.

     ***  Incorporated herein by reference into this document from the September
          30, 1999 FFLC Bancorp, Inc. Form 10-Q filed November 3, 1999.

     (b)  There was one Form 8-K filed  during the three  months ended March 31,
          2003.  On February 14, 2003,  the Company filed a Form 8-K to announce
          the three-for-two common stock split effective February 28, 2003.

                                       24








                               FFLC BANCORP, INC.



                                   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.



                                              FFLC BANCORP, INC.
                                                 (Registrant)





Date:  April 23, 2003                         By:  /s/ Stephen T. Kurtz
      ----------------                        ----------------------------------
                                              Stephen T. Kurtz, President and
                                              Chief Executive Officer





Date:  April 23, 2003                         By:  /s/ Paul K. Mueller
      ----------------                        ----------------------------------
                                              Paul K. Mueller,
                                              Executive Vice President
                                              and   Treasurer



                                 CERTIFICATIONS
                                 --------------



I, Stephen T. Kurtz, certify, that:

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

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

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

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

                                       25




     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

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

     (a)  all  significant  deficiencies  in  the  design  or  operation  of the
          internal  controls  which  could  adversely  affect  the  registrant's
          ability to record,  process,  summarize and report  financial data and
          have identified for the registrant's  auditors any material weaknesses
          in internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

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


        Date: April 23, 2003              By: /s/ Stephen T. Kurtz
              ---------------                 ----------------------------------
                                              Stephen T. Kurtz, President and
                                              Chief Executive Officer


I, Paul K. Mueller, certify, that:

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

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

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

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

                                       26




     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

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

     (a)  all  significant  deficiencies  in  the  design  or  operation  of the
          internal  controls  which  could  adversely  affect  the  registrant's
          ability to record,  process,  summarize and report  financial data and
          have identified for the registrant's  auditors any material weaknesses
          in internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

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



        Date: April 23, 2003              By: /s/ Paul K. Mueller
             ----------------                 ----------------------------------
                                              Paul K. Mueller,
                                              Executive Vice President
                                               and Treasurer


                                       27