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 June 30, 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 $.01 per share      5,393,105 shares outstanding at July 21, 2003
--------------------------------------      ---------------------------------------------













                               FFLC BANCORP, INC.

                                      INDEX


Part I. FINANCIAL INFORMATION

   Item 1. Financial Statements                                                                              Page
                                                                                                             ----
                                                                                                          
     Condensed Consolidated Balance Sheets -
       at June 30, 2003 (Unaudited) and at December 31, 2002....................................................2

     Condensed Consolidated Statements of Income (Unaudited) -
       Three and Six months ended June 30, 2003 and 2002........................................................3

     Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) -
       Six months ended June 30, 2003 and 2002................................................................4-5

     Condensed Consolidated Statements of Cash Flows (Unaudited) -
       Six months ended June 30, 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..............................................................................16-23

   Item 3.  Quantative and Qualitative Disclosures About Market Risk...........................................24

   Item 4.  Controls and Procedures............................................................................24

Part II. OTHER INFORMATION

   Item 1.  Legal Proceedings..................................................................................24

   Item 2.  Changes in Securities..............................................................................24

   Item 3.  Default upon Senior Securities.....................................................................24

   Item 4.  Submission of Matters to a Vote of Security Holders................................................25

   Item 5.  Other Information..................................................................................26

   Item 6.  Exhibits and Reports on Form 8-K...................................................................26

SIGNATURES.....................................................................................................27








                               FFLC BANCORP, INC.

                          Part I. FINANCIAL INFORMATION

                          Item 1. Financial Statements

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





                                                                                    At                At
                                                                                 June 30,        December 31,
                                                                                 --------        ------------
                                                                                   2003              2002
                                                                                   ----              ----
            Assets                                                              (unaudited)

                                                                                               
Cash and due from banks                                                         $  35,786            20,157
Interest-earning deposits                                                          27,411            49,237
                                                                                ---------           -------

            Cash and cash equivalents                                              63,197            69,394

Securities available for sale                                                      82,530            77,324
Loans, net of allowance for loan losses of $5,426 in 2003
    and $5,181 in 2002                                                            743,137           735,338
Accrued interest receivable                                                         3,846             4,181
Premises and equipment, net                                                        20,408            19,369
Foreclosed assets                                                                     718               626
Federal Home Loan Bank stock, at cost                                               6,900             7,700
Deferred income taxes                                                                 861               487
Other assets                                                                        1,337             1,402
                                                                                ---------           -------

            Total                                                               $ 922,934           915,821
                                                                                =========           =======

            Liabilities and Stockholders' Equity

Liabilities:
    Noninterest-bearing demand deposits                                            24,606            18,867
    NOW and money-market accounts                                                 147,523           137,858
    Savings accounts                                                               25,886            25,403
    Certificates                                                                  484,042           485,930
                                                                                ---------           -------

            Total deposits                                                        682,057           668,058

Advances from Federal Home Loan Bank                                              133,000           149,000
Other borrowed funds                                                               17,287            14,303
Guaranteed preferred beneficial interest in junior subordinated debentures          5,000             5,000
Accrued expenses and other liabilities                                             11,117             8,398
                                                                                ---------           -------

            Total liabilities                                                     848,461           844,759
                                                                                ---------           -------

Stockholders' equity:
    Preferred stock, $.01 par value, 1,000,000 shares authorized,
        none outstanding                                                             -                 -
    Common stock, $.01 par value, 15,000,000 shares authorized,
        6,393,103 in 2003 and 4,574,944 in 2002 shares issued                          64                46
    Additional paid-in-capital                                                     31,794            31,638
    Retained income                                                                62,045            58,409
    Accumulated other comprehensive income                                            484               636
    Treasury stock, at cost (1,000,048 shares in 2003 and
        991,669 shares in 2002)                                                   (19,914)          (19,667)
                                                                                ---------           -------

            Total stockholders' equity                                             74,473            71,062
                                                                                ---------           -------

            Total                                                               $ 922,934           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                       Six Months Ended
                                                                June 30,                               June 30,
                                                                --------                               --------
                                                          2003           2002             2003             2002
                                                          ----           ----             ----             ----
                                                                                             
Interest income:
    Loans                                            $   12,590          13,151          25,312          25,993
    Securities                                              537             779           1,125           1,540
    Other interest-earning assets                           202             184             469             424
                                                     ----------       ---------       ---------       ---------

            Total interest income                        13,329          14,114          26,906          27,957
                                                     ----------       ---------       ---------       ---------

Interest expense:
    Deposits                                              4,230           4,954           8,645          10,172
    Borrowed funds                                        2,087           2,330           4,214           4,603
                                                     ----------       ---------       ---------       ---------

            Total interest expense                        6,317           7,284          12,859          14,775
                                                     ----------       ---------       ---------       ---------

            Net interest income                           7,012           6,830          14,047          13,182

Provision for loan losses                                   388             613             794             871
                                                     ----------       ---------       ---------       ---------

            Net interest income after provision
                for loan losses                           6,624           6,217          13,253          12,311
                                                     ----------       ---------       ---------       ---------

Noninterest income:
    Deposit account fees                                    255             233             486             451
    Other service charges and fees                          702             433           1,286             914
    Net gain on sales of loans held for sale                359             126             630             152
    Other                                                   116              83             313             251
                                                     ----------       ---------       ---------       ---------

            Total noninterest income                      1,432             875           2,715           1,768
                                                     ----------       ---------       ---------       ---------

Noninterest expense:
    Salaries and employee benefits                        2,500           2,134           4,946           4,150
    Occupancy expense                                       702             585           1,350           1,158
    Data processing expense                                 280             240             553             492
    Professional services                                   120              95             223             197
    Advertising and promotion                               116             123             253             234
    Other                                                   545             420           1,060             810
                                                     ----------       ----------      ---------

            Total noninterest expense                     4,263           3,597           8,385           7,041
                                                     ----------       ----------      ---------       ---------

Income before income taxes                                3,793           3,495           7,583           7,038
                                                     ----------       ----------      ---------       ---------

            Income taxes                                  1,427           1,282           2,863           2,617

Net income                                           $    2,366           2,213           4,720           4,421
                                                     ==========       ==========      =========       =========

Basic income per share                               $      .44             .41             .88             .83
                                                     ==========       ==========      =========       =========

Weighted-average number of shares outstanding
    for basic                                         5.385.407       5,356,839       5,380,428       5,354,199
                                                     ==========       =========       =========       =========

Diluted income per share                             $      .43             .40             .86             .81
                                                     ==========       =========       =========       =========

Weighted-average number of shares outstanding
    for diluted                                       5,483,407       5,468,751       5,480,746       5,464,815
                                                     ==========       =========       =========       =========

Dividends per share                                  $      .10             .09             .20             .19
                                                     ==========       =========       =========       =========




See accompanying Notes to Condensed Consolidated Financial Statements


                                       3



                               FFLC BANCORP, INC.

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

                     Six Months Ended June 30, 2003 and 2002
                                ($ in thousands)






                                                   Common Stock                                          Accumulated
                                               ---------------------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)                           -         -           -           -         4,421          -            4,421

  Change in unrealized gains on securities
     available for sale, net of income tax
     benefit of $23 (unaudited)                    -         -           -           -            -           38              38
                                                                                                                          ------

Comprehensive income (unaudited)                                                                                           4,459
                                                                                                                          ------

Net proceeds from the issuance of common
  stock, stock options exercised
  (unaudited)                                  21,796         1         168          -            -           -              169

Dividends paid   (unaudited)                                 -           -           -         (999)          -             (999)


Purchase of treasury stock, 7,961 shares
  (unaudited)                                      -         -           -         (188)          -           -             (188)
                                            ---------      ----      ------     -------       ------         ---          ------

Balance at June 30, 2002 (unaudited)        4,564,749      $ 46      31,523     (19,535)      54,997         478          67,509
                                            =========      ====      ======     =======       ======         ===          ======

                                                                                                                     (continued)


                                       4




                               FFLC BANCORP, INC.

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

                     Six Months Ended June 30, 2003 and 2002
                                ($ in thousands)






                                                    Common Stock                                          Accumulated
                                               -------------------------- 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)                            -               -         -           -       4,720          -           4,720

Change in unrealized gains on securities
       available for sale, net of income tax
       benefit of $51 (unaudited)                   -               -         -           -       -            (86)            (86)

  Change in unrealized loss on derivative
       instrument, net of income tax
       benefit of $41 (unaudited)                   -               -         -           -       -            (66)            (66)
                                                                                                                            ------

Comprehensive income (unaudited)                                                                                             4,568
                                                                                                                            ------
Net proceeds from the issuance of common
  stock, stock options exercised
  (unaudited)                                   25,890              -          174        -        -             -             174

Dividends paid (unaudited)                          -               -        -            -      (1,084)         -              -
(1,084)

Purchase of treasury stock, 8,379 shares
  (unaudited)                                       -               -         -         (247)       -            -            (247)

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

Balance at June 30, 2003 (unaudited)         6,393,103           $ 64     31,794     (19,914)    62,045        484          74,473
                                             =========           ====     ======     =======     ======        ===          ======









See accompanying Notes to Condensed Consolidated Financial Statements.



                                       5






                               FFLC BANCORP, INC.

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




                                                                                                 Six Months Ended
                                                                                                           June 30,
                                                                                                   ----------------
                                                                                                2003           2002
                                                                                                ----           ----
                                                                                                         
Cash flows from operating activities:
    Net income                                                                             $    4,720          4,421
    Adjustments to reconcile net income to net cash provided by (used in) operating
      activities:
        Provision for loan losses                                                                 794            871
        Depreciation and amortization                                                             632            518
        Credit for deferred income taxes                                                         (282)          (146)
        Net amortization of premiums and discounts on securities                                  559             53
        Net amortization of deferred loan fees and costs                                          147             76
        Net gain on sales of loans held for sale                                                 (630)          (152)
        Loans originated for sale                                                             (41,851)        (6,727)
        Proceeds from sales of loans held for sale                                             42,412          9,144
        Decrease in accrued interest receivable                                                   335              2
        Decrease (increase) in other assets                                                        65           (342)
        Increase in accrued expenses and other liabilities                                      2,612          1,289
                                                                                           ----------        -------

                    Net cash provided by operating activities                                   9,513          9,007
                                                                                           ----------        -------

Cash flows from investing activities:
    Proceeds from principal repayments and maturities on securities available for sale         13,748          6,650
    Purchase of securities available for sale                                                 (19,650)       (15,325)
    Loan disbursements                                                                       (127,297)      (131,060)
    Principal repayments on loans                                                             117,889         83,220
    Purchase of premises and equipment, net                                                    (1,671)        (1,474)
    Redemption (purchase) of Federal Home Loan Bank stock                                         800           (500)
    Net proceeds from sales of foreclosed assets                                                  645            592
                                                                                           ----------        -------

                    Net cash used in investing activities                                     (15,536)       (57,897)
                                                                                           ----------        -------

Cash flows from financing activities:
    Net increase in deposits                                                                   13,999         51,403
    Net (decrease) increase in advances from Federal Home Loan Bank                           (16,000)        10,000
    Net increase in other borrowed funds                                                        2,984          2,653
    Issuance of common stock                                                                      174            169
    Purchase of treasury stock                                                                   (247)          (188)
    Cash dividends paid                                                                        (1,084)          (999)
                                                                                           ----------        -------

                    Net cash (used in)  provided by financing activities                         (174)        63,038
                                                                                           ----------        -------

Net (decrease) increase in cash and cash equivalents                                           (6,197)        14,148

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

Cash and cash equivalents at end of period                                                 $   63,197         63,940
                                                                                           ==========        =======


                                                                                                           (continued)



                                       6



                               FFLC BANCORP, INC.

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




                                                                                                Six Months Ended
                                                                                                         June 30,
                                                                                                  --------------
                                                                                               2003          2002
                                                                                               ----          ----
                                                                                                       
Supplemental disclosures of cash flow information-
    Cash paid during the period for:
        Interest                                                                           $   12,900        14,907
                                                                                           ==========        ======

        Income taxes                                                                       $    3,383         2,780
                                                                                           ==========        ======

Noncash investing and financing activities:
    Accumulated other comprehensive income:
        Net change in unrealized gain on securities available for sale, net of tax         $      (86)           38
                                                                                           ==========        ======

        Net change in unrealized loss on derivative instrument, net of tax benefit         $      (66)           -
                                                                                           ==========        ======

    Transfer from loans to foreclosed assets                                               $      873           664
                                                                                           ==========        ======

    Loans originated on sales of foreclosed assets                                         $      136           141
                                                                                           ==========        ======

    Loans funded by and sold to correspondent                                              $    7,633         4,891
                                                                                           ==========        ======











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
     June 30, 2003 and the results of  operations  for the three- and  six-month
     periods  ended  June 30,  2003 and 2002 and cash  flows  for the  six-month
     periods  ended June 30, 2003 and 2002.  The results of  operations  for the
     three-and  six-month  periods  ended  June 30,  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 June 30, 2003            At December 31, 2002
                                                              --------------------------  --------------------
                                                                               % of                       % of
                                                                Amount        Total        Amount          Total
                                                                ------        -----        ------          -----
                                                                                               
      Mortgage loans:
          One-to-four-family residential *                   $ 382,990        49.95%    $ 395,116          52.23%
          Construction and land                                 34,618         4.52        30,792           4.07
          Multi-family units                                    21,767         2.84        22,796           3.01
          Commercial real estate, churches and other           150,532        19.63       140,770          18.61
                                                             ---------       ------     ---------         ------

              Total mortgage loans                             589,907        76.94       589,474          77.92

      Consumer loans                                           147,276        19.21       138,202          18.26
      Commercial loans                                          29,546         3.85        28,879           3.82
                                                             ---------       ------     ---------         ------

              Total loans (1)                                  766,729       100.00%      756,555         100.00%
                                                                             ======                       ======

      Undisbursed portion of loans in process                  (18,860)                   (16,770)
      Net deferred loan costs                                      694                        734
      Allowance for loan losses (2)                             (5,426)                    (5,181)
                                                             =========                  =========
              Loans, net                                     $ 743,137                  $ 735,338
                                                             =========                  =========


      *    Includes $14.5 million and $14.4 million of loans held for sale
           at June 30, 2003 and December 31, 2002, respectively.

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



                                                                      At
                                                      ----------------------------
                                                         June 30, 2003            December 31, 2002
                                                         ------------------------------------------
                                                                         % of                 % of
                                                          Amount        Total     Amount      Total
                                                          ------        -----     ------      -----

                                                                                   
      Residential                                      $ 372,528        48.58%  $ 385,711      50.98%
      Commercial                                         244,019        31.83     229,930      30.39
      Consumer                                           150,182        19.59     140,914      18.63
                                                       ---------       ------   ---------     ------
                                                       $ 766,729       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
                             -------------------------
                               June 30, 2003           December 31, 2002
                             ------------------------- -----------------
                                             % to                  % to
                                            Gross                 Gross
                              Amount        Loans       Amount    Loans
                              ------        -----       ------    -----

      Residential            $ 1,174         .32%      $ 1,175      .30%
      Commercial               3,126        1.28         2,949     1.28
      Consumer                 1,126         .75         1,057      .75
                             -------                   -------

                             $ 5,426         .71%      $ 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             Six Months Ended
                                             June 30,                   June 30,
                                     ----------------            ---------------
                                  2003           2002         2003          2002
                                  ----           ----         ----          ----

      Residential              $ 51,578        40,076       96,591       70,953
      Commercial                 27,038        30,102       52,936       54,110
      Consumer                   26,274        24,378       47,247       42,481
                               --------        ------       ------       ------

                               $104,890        94,556      196,774      167,544
                               ========        ======      =======      =======

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         Six Months Ended
                                            June 30,                  June 30,
                                     ----------------------    -----------------
                                  2003          2002        2003          2002
                                  ----          ----        ----          ----

      Beginning balance         $ 5,311        4,273        5,181         4,289
      Provision for loan losses     388          613          794           871
      Net loans charged-off        (273)        (185)        (549)         (459)
                                -------        -----        -----         -----

      Ending balance            $ 5,426        4,701        5,426         4,701
                                =======        =====        =====         =====

                                                                     (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
                                                                                    -----------------
                                                                           June 30,       December 31,
                                                                           --------       ------------
                                                                             2003             2002
                                                                             ----             ----

         Loans identified as impaired:
                                                                                         
             Gross loans with no related allowance for losses             $ 2,981               -
             Gross loans with related allowance for losses recorded           400              400
             Less:  Allowances on these loans                                 (50)             (50)
                                                                          -------              ---
         Net investment in impaired loans                                 $ 3,331              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         Six Months Ended
                                                                              June 30,                   June 30,
                                                                    ------------------           ----------------
                                                                     2003         2002           2003        2002
                                                                     ----         ----           ----        ----

                                                                                                   
            Average net investment in impaired loans                $  594          -            518           19
                                                                    ======        ===            ===           ==

            Interest income recognized on impaired loans            $    7          -              9           -
                                                                    ======        ===            ===           ==

            Interest income received on impaired loans              $    7          -              9           -
                                                                    ======        ===            ===           ==


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




                                                                                               At
                                                                               ------------------
                                                                      June 30,       December 31,
                                                                      --------       ------------
                                                                        2003             2002
                                                                        ----             ----

                                                                                    
            Nonaccrual loans                                           $ 5,170            2,592
            Accruing loans past due ninety days or more                     46                -
                                                                       -------            -----

                Total                                                  $ 5,216            2,592
                                                                       =======            =====


The  increase in impaired and nonaccrual  loans during 2003 mainly resulted from
     two loans to an  agriculture  borrower  being  identified  as impaired  and
     placed on nonaccrual  status.  Management  estimates  equity in the related
     collateral is sufficient and no loss is anticipated on these two loans.

                                                                     (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          Six Months Ended
                                                                               June 30,                     June 30,
                                                                      ---------------------------    ---------------
                                                                     2003          2002           2003          2002
                                                                                                 
Weighted-average shares of common stock issued and
           outstanding before adjustments for RRP and
           common stock options                                   5,389,510      5,360,942     5,384,531     5,358,302
        Adjustment to reflect the effect of unallocated
           RRP shares                                                (4,103)        (4,103)       (4,103)       (4,103)
                                                                 ----------      ---------     ---------     ---------

        Weighted-average shares for basic income per share        5,385,407      5,356,839     5,380,428     5,354,199

        Basic income per share                                   $      .44            .41           .88           .83
                                                                 ==========      =========     =========     =========

        Total weighted-average common shares and
           equivalents outstanding for basic income per
           share computation                                      5,385,407      5,356,839     5,380,428     5,354,199
                                                                 ==========      =========     =========     =========

        Additional dilutive shares using the average market
           value for the period utilizing the treasury stock
           method regarding stock options                            98,000        111,912       100,318       110,616
                                                                 ----------      ---------     ---------     ---------

        Weighted-average common shares and equivalents
           outstanding for diluted income per share               5,483,407      5,468,751     5,480,746     5,464,815
                                                                 ==========      =========     =========     =========

        Diluted income per share                                 $      .43            .40           .86           .81
                                                                 ==========      =========     =========     =========



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 June 30, 2003.

  The Company also has a 1993 stock  option plan (the "1993  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 June 30,
     2003,  50,571 options  (adjusted)  remain available under the 1993 Plan for
     future grant to directors, officers and employees.

  The following is a summary of stock option  transactions during the  six-month
     periods  ended June 30,  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       Per Share      Per Share
     1993 Plan:                            of Options   Option Price     Price
     ----------                            ----------   ------------     -----

     Outstanding, December 31, 2001        200,312     $ 4.00-14.17      6.01
     Exercised                             (32,694)      4.00-10.83      4.54
                                           -------

     Outstanding, June 30, 2002            167,618     $ 4.00-14.17      6.37
                                           =======     ============      ====

     Outstanding, December 31, 2002        152,327       4.00-14.17      6.61
     Exercised                             (28,003)      4.00-11.75      5.50
                                           -------

     Outstanding, June 30, 2003            124,324     $ 4.00-14.17      6.97
                                           =======     ============      ====

                                                                     (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  six-month  periods
     ended June 30,  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        Six Months Ended
                                                                              June 30,                     June 30,
                                                                     ------------------             ---------------
                                                                  2003            2002           2003          2002
                                                                  ----            ----           ----          ----

                                                                                                  
          Net income, as reported                               $ 2,366           2,213         4,720         4,421

          Deduct:  Total stock-based employee compensation
               determined under the fair value based method
               for all awards, net of related tax benefit         -                  (2)         -               (5)
                                                                -------           -----         -----         -----

          Proforma net income                                   $ 2,366           2,211         4,720         4,416
                                                                =======           =====         =====         =====

          Basic income per share:
               As reported                                      $   .44             .41           .88           .83
                                                                =======           =====         =====         =====

               Proforma                                         $   .44             .41           .88           .83
                                                                =======           =====         =====         =====

          Diluted income per share:
               As reported                                      $   .43             .40           .86           .81
                                                                =======           =====         =====         =====

               Proforma                                         $   .43             .40           .86           .81
                                                                =======           =====         =====         =====


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 June 30,
2003,  and for the three- and  six-month  periods  ended June 30,  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 June 30, 2003, the
related condensed consolidated statements of income for the three- and six-month
periods  ended June 30,  2003 and 2002 and the  related  condensed  consolidated
statements of changes in  stockholders'  equity and cash flows for the six-month
periods ended June 30, 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
July 9, 2003






                                       15





                               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   ("LCSC")
     (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 is in the process of constructing two
     new branches, 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, and 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 June  30,  2003  follows  (in
     thousands):

        Commitments to extend credit                        $ 28,382
                                                            ========
        Unused lines of credit                              $ 58,420
                                                            ========
        Undisbursed portion of loans in process             $ 18,860
                                                            ========
        Standby letters of credit                           $  3,440
                                                            ========

     The Bank believes that it will have sufficient  funds available to meet its
     commitments. At June 30, 2003, certificates of deposit which were scheduled
     to  mature  in one  year or less  totaled  $262.5  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 June 30, 2003,  the
     Bank meets all capital adequacy requirements to which it is subject.



                                       17




                               FFLC BANCORP, INC.


     As of June 30, 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 June 30, 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                           8.2%   $  76,015
    Less: investment in
        nonincludable
        subsidiary                                   (551)
    Less: unrealized gain on
        securities available for sale                (667)
                                                   ------

    Tangible capital,
        and ratio to adjusted
        total assets                     8.1%   $  74,797           1.5%    $ 13,830
                                                =========                   ========

    Tier 1 (core) capital, and
        ratio to adjusted total
        assets                           8.1%   $  74,797           3.0%    $ 27,660            5.0%    $ 46,100
                                                =========                   ========                    ========

    Tier 1 capital, and ratio
        to risk-weighted assets         12.2%      74,797           4.0%    $ 24,517            6.0%    $ 36,776
                                                                            ========                    ========

    Tier 2 capital (allowance for
        loan losses)                                5,350
                                                ---------

    Total risk-based capital,
        and ratio to risk-
        weighted assets                 13.1%   $  80,147           8.0%    $ 49,034           10.0%    $ 61,293
                                                =========                   ========                    ========

    Total assets                                $ 923,226
                                                =========


    Adjusted total assets                       $ 922,007
                                                =========

    Risk-weighted assets                        $ 612,927
                                                =========



                                       18




                               FFLC BANCORP, INC.

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



                                                                    Six Months                            Six Months
                                                                       Ended           Year Ended            Ended
                                                                     June 30,         December 31,         June 30,
                                                                     --------         ------------         --------
                                                                       2003               2002               2002
                                                                                                  
        Average equity as a percentage
           of average assets                                            7.86%              7.67%            7.83%

        Total equity to total assets at end of period                   8.07%              7.76%            7.57%

        Return on average assets (1)                                    1.01%              1.00%            1.05%

        Return on average equity (1)                                   12.87%             13.05%           13.38%

        Noninterest expense to average assets (1)                       1.80%              1.68%            1.67%

        Nonperforming assets to total assets
           at end of period                                              .64%               .35%             .22%

        Operating efficiency ratio (1)                                 50.02%             48.23%           47.10%


(1)   Annualized for the six months ended June 30, 2003 and 2002.



                                                                           At               At              At
                                                                        June 30,       December 31,       June 30,
                                                                          2003             2002            2002
                                                                          ----             ----            ----
                                                                                                   
   Weighted-average interest rates:
        Interest-earning assets:
           Loans                                                            6.74%          7.10%            7.33%
           Securities                                                       4.24%          4.45%            4.68%
           Other interest-earning assets                                    1.76%          1.77%            2.70%
                Total interest-earning assets                               6.31%          6.52%            6.94%
        Interest-bearing liabilities:
           Interest-bearing deposits                                        2.57%          2.78%            3.41%
           Borrowed funds                                                   5.09%          5.38%            5.16%
                Total interest-bearing liabilities                          2.96%          3.29%            3.80%
        Interest-rate spread                                                3.35%          3.23%            3.14%


Changes in Financial Condition

Total assets  increased $7.1 million or .8%, from $915.8 million at December 31,
2002 to $922.9  million at June 30, 2003 primarily as a result of a $7.8 million
increase in net loans and an increase in  securities  available for sale of $5.2
million,  partially  offset by a decrease in cash and cash  equivalents  of $6.2
million.  Deposits  increased  $14.0 million from $668.1 million at December 31,
2002 to $682.1  million at June 30,  2003.  Advances  from the Federal Home Loan
Bank decreased  $16.0 million from $149.0 million at December 31, 2002 to $133.0
million at June 30, 2003. The $3.4 million net increase in stockholders'  equity
during  the six  months  ended June 30,  2003  resulted  from net income of $4.7
million and proceeds of $174,000 from stock options exercised,  partially offset
by  repurchases  of the  Company's  stock of  $247,000,  dividends  paid of $1.1
million  and a  $152,000,  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 June 30,
                                                                                           ---------------------------
                                                                               2003                               2002
                                                                  ----------------                   -----------------
                                                                  Interest    Average                Interest   Average
                                                        Average      and      Yield/       Average      and      Yield/
                                                        Balance   Dividends    Cost        Balance   Dividends    Cost
                                                        -------   ---------    ----        -------   ---------    ----
                                                                                       ($ in Thousands)
                                                                                                
Interest-earning assets:
    Loans                                            $  745,201    12,590      6.76%     $ 717,233     13,151     7.33%
    Securities                                           85,725       537      2.51         76,542        779     4.07
    Other interest-earning assets (1)                    49,419       202      1.63         18,696        184     3.94
                                                        -------    ------                ---------     ------

        Total interest-earning assets                   880,345    13,329      6.06        812,471     14,114     6.95
                                                                   ------                              ------

Noninterest-earning assets                               54,826                             42,125
                                                        -------                            -------

        Total assets                                 $  935,171                          $ 854,596
                                                        =======                            =======

Interest-bearing liabilities:
    NOW and money-market accounts                       148,599       217       .58        125,838        405     1.29
    Savings accounts                                     25,835        40       .62         22,896         57     1.00
    Certificates                                        487,400     3,973      3.26        438,890      4,492     4.09
    Federal Home Loan Bank advances                     141,582     1,963      5.55        160,044      2,253     5.63
    Other borrowed funds                                 21,226       124      2.34         15,785         77     1.95
                                                        -------    ------                  -------     ------

        Total interest-bearing liabilities              824,642     6,317      3.06        763,453      7,284     3.82
                                                                   ------                              ------

Noninterest-bearing deposits                             24,639                             15,985
Noninterest-bearing liabilities                          11,280                              8,262
Stockholders' equity                                     74,610                             66,896
                                                        -------                            -------

        Total liabilities and
            stockholders' equity                      $ 935,171                          $ 854,596
                                                        =======                            =======

Net interest income                                               $ 7,012                             $ 6,830
                                                                   ======                              ======

Interest-rate spread (2)                                                       3.00%                              3.13%
                                                                               ====                               ====

Net interest-earning assets,
    net margin (3)                                   $   55,703                3.19%     $  49,018                3.36%
                                                        =======                ====        =======                ====
Ratio of interest-earning assets to
    interest-bearing liabilities                           1.07                               1.06
                                                           ====                               ====



(1)  Includes interest-bearing 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  margin  is  annualized   net  interest   income   divided  by  average
     interest-earning assets.





                                       20






                               FFLC BANCORP, INC.


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 cost; (iii) net interest and 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 fees which are considered to constitute adjustments to yields.





                                                                                              Six Months Ended June 30,
                                                                           --------------------------------------------
                                                                               2003                               2002
                                                                    ---------------------------      -----------------
                                                                   Interest   Average                Interest   Average
                                                       Average        and     Yield/       Average      and      Yield/
                                                       Balance     Dividends   Cost        Balance   Dividends    Cost
                                                       -------     ---------   ----        -------   ---------    ----
                                                                                              ($ in Thousands)
                                                                                                
Interest-earning assets:
    Loans                                             $ 739,305      25,312     6.85%    $ 703,908     25,993     7.39%
    Securities                                           83,188       1,125     2.70        74,891      1,540     4.11
    Other interest-earning assets (1)                    57,915         469     1.62        25,122        424     3.38
                                                      ---------     -------              ---------    -------

        Total interest-earning assets                   880,408      26,906     6.11       803,921     27,957     6.96
                                                                    -------                           -------

Noninterest-earning assets                               52,791                             40,319
                                                      ---------                          ---------

        Total assets                                  $ 933,199                          $ 844,240
                                                      =========                          =========

Interest-bearing liabilities:
    NOW and money-market accounts                       146,099         454     .62        122,941        805     1.31
    Savings accounts                                     25,781          81     .63         22,637        113     1.00
    Certificates                                        488,355       8,110    3.32        437,139      9,254     4.23
    Federal Home Loan Bank advances                     145,271       3,965    5.46        157,039      4,455     5.67
    Other borrowed funds                                 20,697         249    2.41         14,904        148     1.99
                                                      ---------     -------              ---------    -------

        Total interest-bearing liabilities              826,203      12,859    3.11        754,660     14,775     3.92
                                                                    -------                           -------
Noninterest-bearing deposits                             22,926                             15,488
Noninterest-bearing liabilities                          10,747                              7,996
Stockholders' equity                                     73,323                             66,096
                                                      ---------                          ---------

        Total liabilities and stockholders' equity    $ 933,199                          $ 844,240
                                                      =========                          =========

Net interest income                                                 $14,047                           $13,182
                                                                    =======                           =======

Interest-rate spread (2)                                                       3.00%                              3.04%
                                                                               ====                               ====

Net interest-earning assets,
    net margin (3)                                    $  54,205                3.19%     $  49,261                3.28%
                                                      =========                ====      =========                ====

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



(1)  Includes interest-bearing 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  margin  is  annualized   net  interest   income   divided  by  average
     interest-earning assets.



                                       21






                               FFLC BANCORP, INC.

       Comparison of the Three-Month Periods Ended June 30, 2003 and 2002


General Operating Results.  Net income for the three-month period ended June 30,
     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 $.40 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 $182,000 in
     net interest  income,  an increase of $557,000 in noninterest  income and a
     decrease in the provision for loan losses of $225,000,  partially offset by
     an increase of $666,000 in noninterest expense.

Interest Income.  Interest  income  decreased  $785,000 to $13.3 million for the
     three-month  period ended June 30, 2003. The decrease was due to a decrease
     in the average yield earned on  interest-earning  assets from 6.95% for the
     three  months  ended June 30, 2002 to 6.06% for the three months ended June
     30, 2003,  partially  offset by a $67.9 million or 8.4% increase in average
     interest-earning  assets  outstanding  for the three  months ended June 30,
     2003 compared to the 2002 period.

Interest  Expense.  Interest  expense  decreased  $967,000  or 13.3%,  from $7.3
     million for the three-month  period ended June 30, 2002 to $6.3 million for
     the three-month  period ended June 30, 2003. The decrease was primarily due
     to a decrease  in the average  cost of  interest-bearing  liabilities  from
     3.82% for the three months ended June 30, 2002 to 3.06% for the  comparable
     2003 period,  partially  offset by an increase of $61.2  million in average
     interest-bearing liabilities outstanding. Average interest-bearing deposits
     increased  $74.2 million from $587.6 million  outstanding  during the three
     months  ended  June 30,  2002 to  $661.8  million  outstanding  during  the
     comparable period for 2003. Average borrowings decreased $13.0 million from
     $175.8  million  during  the three  months  ended  June 30,  2002 to $162.8
     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 June 30, 2003
     and 2002 of $388,000 and $613,000,  respectively. Net loans charged off for
     the  three-month  periods  ended June 30, 2003 and 2002 were  $273,000  and
     $185,000,  respectively.  Management  believes  that the allowance for loan
     losses,  which was $5.4  million or .71% of gross loans at June 30, 2003 is
     adequate.

Noninterest Income. Noninterest income increased $557,000 or 63.7% from $875,000
     during the 2002 period to $1.4 million during the 2003 period. The increase
     was partly due to a  $233,000  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 $666,000 or 18.5% from
     $3.6 million for the three-month period ended June 30, 2002 to $4.3 million
     for the three-month  period ended June 30, 2003. The increase was primarily
     due to increases of $366,000 in salaries and employee benefits and $117,000
     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 June 30, 2002 (an effective tax rate of 36.7%) to
     $1.4 million (an effective tax rate of 37.6%) for the corresponding  period
     in 2003.


                                       22



                               FFLC BANCORP, INC.

        Comparison of the Six-Month Periods Ended June 30, 2003 and 2002


General Operating  Results.  Net income for the six-month  period ended June 30,
     2003 was $4.7 million,  or $.88 per basic share and $.86 per diluted share,
     compared  to $4.4  million,  or $.83 per basic  share and $.81 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 $865,000 in
     net  interest  income and an increase of  $947,000 in  noninterest  income,
     partially offset by an increase of $1.3 million in noninterest expense.

Interest Income. Interest income decreased $1.1 million to $26.9 million for the
     six-month period ended June 30, 2003. The decrease was due to a decrease in
     the average yield earned on interest-earning  assets from 6.96% for the six
     months ended June 30, 2002 to 6.11% for the six months ended June 30, 2003,
     partially   offset  by  a  $76.5   million  or  9.5%  increase  in  average
     interest-earning  assets outstanding for the six months ended June 30, 2003
     compared to the 2002 period.

Interest Expense.  Interest expense  decreased $1.9 million or 13.0%, from $14.8
     million for the  six-month  period ended June 30, 2002 to $12.9 million for
     the six-month period ended June 30, 2003. The decrease was primarily due to
     a decrease in the average cost of  interest-bearing  liabilities from 3.92%
     for the six months  ended June 30,  2002 to 3.11% for the  comparable  2003
     period,  partially  offset  by an  increase  of $71.5  million  in  average
     interest-bearing liabilities outstanding. Average interest-bearing deposits
     increased  $77.5  million from $582.7  million  outstanding  during the six
     months  ended  June 30,  2002 to  $660.2  million  outstanding  during  the
     comparable period for 2003. Average borrowings  decreased $6.0 million from
     $172.0  million during the six months ended June 30, 2002 to $166.0 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  six-month  periods ended June 30, 2003
     and 2002 of $794,000 and $871,000,  respectively. Net loans charged off for
     the  six-month  periods  ended  June 30,  2003 and 2002 were  $549,000  and
     $459,000,  respectively.  Management  believes  that the allowance for loan
     losses,  which was $5.4  million or .71% of gross loans at June 30, 2003 is
     adequate.

Noninterest Income.  Noninterest  income  increased  $947,000 or 53.6% from $1.8
     million during the 2002 period to $2.7 million during the 2003 period.  The
     increase  was mainly due to a $478,000  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 $1.4 million or 19.1% from
     $7.0 million for the  six-month  period ended June 30, 2002 to $8.4 million
     for the  six-month  period ended June 30, 2003.  The increase was primarily
     due to increases of $796,000 in salaries and employee benefits and $192,000
     in occupancy expense related to the overall growth of the Company.

Income Taxes.  The income tax  provision  increased  from $2.6  million  for the
     six-month  period ended June 30, 2002 (an  effective  tax rate of 37.2%) to
     $2.9 million (an effective tax rate of 37.8%) for the corresponding  period
     in 2003.




                                       23





                               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






                                       24





                               FFLC BANCORP, INC.



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

     The Annual Meeting of Shareholders  (the "Annual Meeting") of FFLC Bancorp,
     Inc.  was held on May 8,  2003,  to  consider:  (i) the  election  of three
     directors each for a term of three years, (ii) approval of the amendment of
     the Articles of Incorporation and (iii) the ratification of the appointment
     of the  Company's  independent  auditors  for the year ending  December 31,
     2003. At the Annual Meeting, incumbent Directors Joseph J. Junod, Claron D.
     Wagner and Paul K. Mueller,  were reelected.  The terms of Directors Howard
     H. Hewitt,  H.D. Robuck,  Jr., Stephen T. Kurtz,  James P. Logan and Ted R.
     Ostrander, Jr. continued after the Annual Meeting.

     At the Annual Meeting, 4,550,473 shares were present in person or by proxy.
     The  following is a summary and  tabulation  of the matters that were voted
     upon at the Annual Meeting:


     Proposal I.

     The election of three directors, each for a term of three years:



                                                                  Abstentions
                                                                  and Broker
                                 For       Withheld   Against      Nonvotes
                                 ---       --------   -------      --------

       Claron D. Wagner       4,291,974     258,499      -            -
                              =========     =======   =======     ===========

       Joseph J. Junod        4,294,678     255,795      -            -
                              =========     =======   =======     ===========

       Paul K. Mueller        4,293,055     257,418      -            -
                              =========     =======   =======     ===========

     Proposal II:

     To amend the Articles of Incorporation to increase the number of authorized
     common shares from 9,000,000 to 15,000,000:

                                                                  Abstentions
                                                                  and Broker
                                 For       Withheld   Against      Nonvotes
                                 ---       --------   -------      --------

                              4,206,782        -      319,532       24,159
                              =========     =======   =======     ===========

     Proposal III:

     To ratify the  appointment  of Hacker,  Johnson & Smith PA as the Company's
     independent auditors for the year ending December 31, 2003:

                                                                  Abstentions
                                                                  and Broker
                                 For        Withheld  Against     Nonvotes
                                 ---        --------  -------     --------

                              4,533,171      -            902        16,400
                              =========     =======   =======     ===========


                                       25




                               FFLC BANCORP, INC.



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
          99.2 CFO Certification
          99.3 CEO  Certification  required under Section 906 of  Sarbanes-Oxley
               Act of 2002
          99.4 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)  The  following  Form 8-K's were filed  during the  three-month  period
          ended June 30, 2003:

          On April 11, 2003,  the Company  filed a Form 8-K to disclose that the
          Company had issued a press  release to announce  the  Company's  first
          quarter earnings and declaration of a dividend.

          On June 16, 2003,  the Company  filed a Form 8-K to disclose  that the
          Company had issued a press  release to  announce  that the Company was
          slated to join the Russell 3000 Index.




                                       26






                               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 hereunto duly authorized.


Date:   July 11, 2003

                                           FFLC Bancorp Inc.
                                   By:     /s/ Stephen T. Kurtz
                                           -------------------------------------
                                   Name:   Stephen T. Kurtz
                                   Title:  President and Chief Executive Officer
                                   By:
                                           /s/ Paul K. Mueller
                                           -------------------------------------
                                   Name:   Paul K. Mueller
                                   Title:  Executive Vice President and Chief
                                           Financial Officer

                                       27