UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DC D.C. 20549

________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~The Securities Exchange Act of 1934~~ the

~~Date of~~Securities ~~report~~ Exchange ~~(Date~~Act of ~~earliest event reported): May 26, 2005~~ 1934

~~________________________~~Date of report (Date of earliest event reported): August 4, 2005

FIRST CAPITAL BANCORP, INC.

(Exact name of registrant as specified in ~~its~~ charter)

Georgia	000-23991	58-2362335
(State or other jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)	File Number)	Identification No.)

~~____________________________~~3320 Holcomb Bridge Road, N.W., Suite A, Norcross, GA 30092

~~3320~~(Address ~~Holcomb~~ of ~~Bridge~~principal ~~Road,~~executive ~~N.W.,~~offices) ~~Suite~~(Zip ACode)

~~Norcross~~Registrant’s telephone number, including area code (888) ~~Georgia~~ 921-2265

(~~Address~~Former of name ~~principal~~or ~~executive~~former ~~offices~~address, if changed since last report)

30092

(Zip Code)

_______________________________

Registrant's telephone number, including area code: (888) 921-2265

_______________________________

Not Applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~o Written~~ oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~o Soliciting~~ oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~o Pre~~oPre-commencement communications pursuant to to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2 (b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.~~14d~~13e-24 (bc))

oItem ~~Pre-commencement~~2.02. ~~communications~~Results ~~pursuant~~of ~~to Rule~~Operations ~~13e-4(c)~~and ~~under~~Financial ~~the Exchange Act~~ Condition.

On August 4, 2005, First Capital Bancorp, Inc. (17the ~~CFR~~“Company”) issued a press release ~~240~~ regarding its financial results for the six months ended June 30, 2005.~~13e~~ The Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-~~4(c))~~K and incorporated by reference herein.

~~Item~~The 1 information in Exhibit 99.~~01 Entry~~1 attached hereto shall not be deemed “filed” for ~~into~~ purposes aof ~~Material~~Section ~~Definitive~~18 ~~Agreement.~~of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing

OnItem ~~May 26, 2005, First Capital Bancorp, Inc~~9.01. ~~(“FCB”) and Flag~~ Financial ~~Corporation (“Flag”)~~Statements ~~entered into a definitive Agreement~~ and ~~Plan of Merger (the “Merger Agreement”) pursuant to which FCB shall be merged with and into Flag (the “Merger”)~~Exhibits. Following completion of the Merger, it is anticipated that First Capital Bank, a wholly owned subsidiary of FCB, will be merged with and into Flag Bank, a wholly owned subsidiary of Flag. Under the terms of the Merger Agreement, each outstanding share of FCB common stock will be exchanged in the Merger for 1.6 shares of Flag common stock (the “Exchange Ratio”). Any non-institutional FCB shareholder that would own more than 384,000 shares of Flag common stock following the Merger will receive a cash payment, in lieu of shares of Flag common stock over the 384,000 share threshold, equal to the number of such excess shares multiplied by the average closing price of Flag’s common stock for the 20 trading days immediately following the public announcement of the Merger. In addition, Flag will assume each outstanding option to acquire shares of FCB common and the shares subject to such options and the corresponding exercise prices will be adjusted to reflect the Exchange Ratio.

The Merger has been approved by the boards of directors of both FCB and Flag and is subject to the approval of the shareholders of both FCB and Flag. Each director of FCB and Flag has executed a support agreement pursuant to which he or she has agreed to vote all FCB or Flag shares, as the case may be, beneficially owned in favor of the Merger. In additional to shareholder approvals, the Merger is subject to customary regulatory approvals including approval by the Board of Governors of the Federal Reserve System and the Georgia Department of Banking and Finance. The Merger Agreement also includes customary representations, warranties and covenants of both parties. FCB and Flag expect the Merger to close in the fourth quarter of 2005.

(c)	Exhibits
	99.1	Press Release for First Capital Bancorp, Inc., dated August 4, 2005.

A copy of the Merger Agreement is filed with this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

2.1 Agreement and Plan of Merger dated May 26, 2005, between First Capital Bancorp, Inc. and Flag Financial Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~ registrant has duly caused this ~~Report~~report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

	FIRST CAPITAL BANCORP, INC.
Date: June 2, 2005	By:	/s/ H.N. Padget, Jr.
Date: August 4, 2005	By:	/s/ William R. Blanton
		H.N. Padget, Jr.
		William R. Blanton
		President and Chief Executive Officer
		Vice Chairman, Chief Operating Officer, and Chief Financial Officer

EXHIBIT INDEX

Exhibit No. ~~Description of~~ ~~Exhibit~~99.1 Press Release for First Capital Bancorp, Inc., dated August 4, 2005.

2.1 Agreement and Plan of Merger dated May 26, 2005, between First Capital Bancorp, Inc. and Flag Financial Corporation.

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