SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C.  20549


                             FORM 10-KSB


         Annual Report pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934

             For the fiscal year ended December 31, 1999


                  Commission File Number:  0-22606

                 Britton & Koontz Capital Corporation
            (Name of Small Business Issuer in its Charter)

          Mississippi                                  64-0665423
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                    Identification No.)


           500 Main Street
        Natchez, Mississippi                              39120
(Address of Principal Executive Offices)                (Zip Code)


                            (601) 445-5576
            (Issuer's Telephone Number, Including Area Code)


    Securities registered pursuant to Section 12(b) of the Exchange Act:

                                 None

    Securities registered pursuant to Section 12(g) of the Exchange Act:

                    Common Stock, $2.50 Par Value
                          (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  [X]

The issuer's revenues for the 1999 fiscal year were $15,826,604.

The aggregate market value of the issuer's voting stock held by non-affiliates
computed by reference to the price at which the stock was sold as of March 21,
1999 is $19,416,690 for 1,093,898 shares at an estimated $17.75 per share.


    State the number of shares outstanding of each of the issuer's classes of
                  common equity, as of March 31, 2000.

              Common Stock, $2.50  Par Value: 1,759,064 shares


Transitional Small Business Disclosure Format (check one): Yes   No  [X]


<PAGE>


                             DOCUMENTS INCORPORATED BY REFERENCE

         1.       Portions of the Registrant's annual report to shareholders for
                  the fiscal year ended December 31, 1999, (the "Annual Report")
                  are  incorporated  by  reference  into Part II of this  annual
                  report on Form 10-KSB.

         2.       Portions of the Registrant's definitive proxy statement, filed
                  on March 27, 2000 with the Securities and Exchange Commission,
                  (the "Proxy  Statement")  are  incorporated  by reference into
                  Part III of this annual report on Form 10-KSB.

                                                       i


<PAGE>



                                               CROSS REFERENCE INDEX

                                                        TO

                                                    FORM 10-KSB

         Certain  information   required  by  Form  10-KSB  is  incorporated  by
reference from the annual report to shareholders as indicated  below.  Only that
information  expressly  incorporated  by  reference  is  deemed  filed  with the
Commission.

                                                      PART I

ITEM  1.       DESCRIPTION OF BUSINESS.........................................*
ITEM  2.       DESCRIPTION OF PROPERTY........................................ *
ITEM  3.       LEGAL PROCEEDINGS.............................................. *
ITEM  4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............*

                                                      PART II

ITEM  5.       MARKET FOR COMMON EQUITY AND RELATED
               STOCKHOLDER MATTERS.............................................*
ITEM  6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR
               PLAN OF OPERATION..............................................**
ITEM  7.       FINANCIAL STATEMENTS...........................................**
ITEM  8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE ............................*

                                                     PART III

ITEM  9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
               AND CONTROL PERSONS; COMPLIANCE WITH
               SECTION 16(a) OF THE EXCHANGE ACT.............................***
ITEM 10.       EXECUTIVE COMPENSATION........................................***
ITEM 11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
               AND MANAGEMENT................................................***
ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................***
ITEM 13.       EXHIBITS, LIST AND REPORTS ON FORM 8-K..........................*


* This  information  is included in this annual report on Form 10-KSB and is not
incorporated by reference from the Annual Report or the Proxy Statement.

** This  information  is  incorporated  by reference from portions of the Annual
Report pursuant to Instruction E(2) of Form 10-KSB. Those portions of the Annual
Report are included as Exhibit 13 to this annual report on Form 10-KSB.

*** The  material  required by Items 9 through 12 is  incorporated  by reference
from the Proxy Statement pursuant to Instruction E(3) of Form 10-KSB.

                                                       ii


<PAGE>



                                                      PART I

Item 1.  Description of Business.

General

         The Company

         Britton & Koontz Capital Corporation (the "Company") was organized as a
Mississippi  business  corporation in July of 1982 and became a one-bank holding
company  registered  under the Bank Holding Company Act of 1956, as amended (the
"BHCA"),  when it acquired all of the issued and outstanding shares of Britton &
Koontz First  National Bank, a national  banking  association  headquartered  in
Natchez,  Mississippi  (the "Bank"),  later that same year. The Bank is the only
wholly-owned  subsidiary  of the  Company  and its stock is the  Company's  most
significant  asset. In July,  1993, the Company  acquired  Natchez First Federal
Savings Bank ("Natchez  First Federal") and merged it into the Bank. In December
1998,  the Company  invested  $1.0  million for a 35%  interest in Sumx Inc.,  a
company  formed to develop  and market  internet-  based  electronic  banking to
financial institutions. See "Sumx Inc." In January 1999, the bank purchased from
Union Planters Bank,  N.A. two local branches with total deposits of $12 million
and $1.8 million in loans.  In July 1999, the company  completed the acquisition
of another branch office with deposits of $6 million and $1.4 million in loans.

         The  Company's  major source of income in 1999 was  dividends  from the
Bank in the amount of  $1,400,000.  The Company  expects that dividends from the
Bank will  continue to be the  Company's  major source of income in 2000.  As of
December 31, 1999, the Company had total  consolidated  assets of  approximately
$209 million,  and total consolidated  shareholders' equity of approximately $20
million.

         The Bank

         The Bank conducts a full service banking  business from its main office
and three branch  offices in Natchez,  Mississippi  and one branch in Vicksburg,
Mississippi.  It also opened a loan production office in Baton Rouge,  Louisiana
for the purpose of originating 1-4 family  residential first mortgage loans. The
Bank provides commercial and consumer banking and trust services to customers in
Adams and Warren Counties and the adjoining counties and parishes of Mississippi
and  Louisiana,  respectively.  The  geographical  area  serviced by the Bank is
economically   diverse  and  includes  public  and  private  sector  industries,
including government service,  manufacturing,  tourism,  agriculture and oil and
gas exploration.

         The  products and  services  offered by the Bank  include  personal and
commercial checking accounts,  money market deposit accounts,  savings accounts,
and  automated  clearinghouse  services.  The Bank also  offers  money  transfer
services,  safe  deposit  box  facilities  and access to a network of  automated
teller machines. In recent years and primarily as a result of its merger

                                                       1


<PAGE>



with Natchez First  Federal in July,  1993,  the Bank has become a  full-service
residential  and  commercial  mortgage  lender.  The Bank also  engages in other
commercial and consumer lending activities,  including,  among other things, the
issuance of VISA and MasterCard credit cards. The Bank's trust department offers
a  range  of  trust  services,  acting  as  trustee,  executor,   administrator,
custodian,  guardian  and  agent  with  responsibility  for  total  assets as of
December 31, 1999, of approximately $27 million.

         In 1995, the bank became an Internet  Service  Provider for the Natchez
area. The service of Internet dial up access has been extended to the Vicksburg,
Ms. market. In 1996, the bank began offering  Internet-based online banking. The
software employed was developed by Interbank Systems ("Interbank"), now Sumx Inc
("Sumx").

         As of December  31, 1999,  the Bank had total  assets of  approximately
$208 million and total deposits of approximately $167 million.

         As of December 31, 1999, the Company and the Bank had  approximately 91
full-time and 10 part-time employees for a total of 101 employees. The employees
are not represented by a collective  bargaining  unit. The Company believes that
its relationship with its employees is good.

         Sumx Inc.

         On December 3, 1998, the Company acquired  1,000,000 shares of Series A
Preferred  Stock  in  Sumx  Inc.  ("Sumx"),  a  Mississippi   corporation,   for
$1,000,000.  Sumx is owned 35% by the Company,  19.5% by Mr.  Bazile R. Lanneau,
Jr., President and CEO of Sumx and Executive Vice President of the Bank and Vice
President  of  the  Company,  and  45.5%  by  Summit  Research,  Inc.,  a  Texas
corporation.  The  funds  provided  to Sumx have  been  used for  marketing  and
continued  development  of the SumxNet  Internet  banking system and for service
bureau operations.  Sumx maintains offices in Madison,  Mississippi and Highland
Village, Texas.

         Mr. Lanneau has devoted and it is anticipated that he will  continue to
devote  in  the future substantial portions of his time to the business of Sumx.
Pursuant to a  Management  Services Agreement, Sumx pays the Company $90,000 per
year for the services of Mr. Lanneau.  Mr. Lanneau receives no compensation from
Sumx and is compensated by the  Company  and the Bank.  Mr. Ogden, President and
CEO of the  Company  and  the  Bank, serves  without compensation as a director,
and Secretary/Treasurer of Sumx.


Supervision and Regulation

         The banking  industry is extensively  regulated under federal and state
law. As a bank holding  company,  the Company is subject to regulation under the
BHCA and to supervision by the Board of Governors of the Federal  Reserve System
(the "FRB").  Pursuant to the BHCA,  the Company may not directly or  indirectly
acquire the  ownership or control of more than 5% of any class of voting  shares
or substantially all of the assets of any other company, including a bank,

                                                       2


<PAGE>



without the prior approval of the FRB. The BHCA further limits the activities of
both the Company and the Bank to the business of banking and activities  closely
related or incidental to banking.

         As a national  bank,  the Bank is subject to  supervision  and  regular
examination   by  the  Office  of  the   Comptroller   of  the   Currency   (the
"Comptroller").  Such examinations,  however, are for the protection of the Bank
Insurance Fund ("BIF") and, indirectly to a degree, for depositors,  and not for
the  protection  of  investors  and  shareholders.  Pursuant to the terms of the
Federal Deposit Insurance Act (the "FDIA"), the deposits of the Bank are insured
through  the BIF and the  Savings  Association  Insurance  Fund  ("SAIF") of the
Federal Deposit  Insurance  Corporation (the "FDIC").  Accordingly,  the Bank is
subject to regulation  by the FDIC and is also subject to the Federal  Reserve's
requirements to maintain  reserves against  deposits,  restrictions on the types
and  amounts of loans that may be granted and the  interest  that may be charged
thereon,  and  limitations on the types of investments  that may be made and the
types of services that may be offered.

         In 1991,  Congress  enacted the Federal Deposit  Insurance  Corporation
Improvement Act ("FDICIA"), which, among other things, substantially revised the
depository  institution  regulatory and funding  provisions of the FDIA.  FDICIA
also expanded the regulatory and enforcement powers of bank regulatory agencies.
Most  significantly,  FDICIA  mandates  annual  examinations  of  banks by their
primary  regulators  and  requires the federal  banking  agencies to take prompt
"corrective action" whenever financial  institutions do not meet minimum capital
requirements.   FDICIA  establishes  five  capital  tiers:  "well  capitalized,"
"adequately capitalized,"  "undercapitalized,"  "significantly undercapitalized"
and "critically  undercapitalized."  A depository  institution's  capitalization
status will depend on how well its capital  levels  compare to various  relevant
capital measures and certain other factors, as established by regulation.  As of
December 31, 1999,  the Bank  maintained a capital  level which  qualified it as
being "well capitalized" under such regulations.

         FDICIA also prohibits a depository  institution from making any capital
distribution  (including  payment of a dividend) or paying any management fee to
its  holding  company  if  the  depository   institution   would  thereafter  be
"undercapitalized."  For additional  information  regarding  restrictions on the
Bank's payment of dividends,  see Item 5 - "Market for Common Equity and Related
Stockholder Matters -- Dividends," below.

         The  banking  industry  is  affected  by the  policies  of the FRB.  An
important  function of the FRB is to regulate the national supply of bank credit
to moderate recessions and to curb inflation.  Among the instruments of monetary
policy used by the FRB to implement its objectives are:  open-market  operations
in U.S. Government  securities,  changes in the discount rate on bank borrowings
and changes in reserve requirements on bank deposits.

                                                       3


<PAGE>



Interstate Banking and Branching Legislation

         Federal Law

         In  1994,  Congress  passed  the  Riegle-Neal  Interstate  Banking  and
Branching Efficiency Act ("Riegle-Neal"),  which affected the interstate banking
and branching abilities of bank holding companies and banks.

         Beginning  June  1,  1997,   Riegle-Neal  authorizes  a  national  bank
domiciled  in one state to  establish  branches  in any  other  state as long as
neither  state  has  opted  out of  interstate  branching  between  the  date of
enactment of  Riegle-Neal  and May 31, 1997.  Riegle-Neal,  however,  does allow
states to preserve certain restrictions on the entry of out-of-state banks, such
as the fashion in which entry can be made, an age  requirement  for a bank being
merged  or  acquired,  and a deposit  cap.  Under  Riegle-Neal,  once a bank has
established a branch in another  state,  it may exercise the same rights in that
state as national and state banks enjoy in that state,  including the ability to
branch  intra-state.  Riegle-Neal  provides  that  states  may opt in  early  to
interstate branching prior to June 1, 1997.

         Riegle-Neal  also  permits  states to allow banks to enter the state by
establishing  a de novo  branch in that  state.  In order to allow de novo entry
into a state,  that state must expressly  provide for de novo branching.  Once a
bank has established a branch in a host state through de novo branching,  it may
exercise  the same  rights in that  state as  national  and state  banks  enjoy,
including the ability to branch  intra-state.  If a state opts out of interstate
branching,  no bank  domiciled  in that state may  establish  branches  in other
states,  and no bank  domiciled in another state may establish  branches in that
state.

         Mississippi Law

         On March 29, 1996, the Governor of  Mississippi  signed into law a bill
in which Mississippi elected to opt in to interstate branching, effective May 1,
1997. As enacted,  the bill would (1) allow all  Mississippi  banks to establish
branches in any other state  pursuant to the entry rules in the  potential  host
state,  and (2) allow  out-of-state  banks to establish  branches in Mississippi
pursuant to Mississippi's  entry rules. The bill as enacted,  however,  does not
authorize de novo branching into Mississippi. An out-of-state bank can establish
branches in Mississippi  only by (1) merging with a Mississippi  domiciled bank,
(2) buying all of the assets of a Mississippi  domiciled bank, or (3) buying all
of the assets in  Mississippi  of an  out-of-state  bank which has  branches  in
Mississippi.   All  interstate   branching   transactions   require  appropriate
regulatory approval.

         Consequence of Increased Interstate Activity

         Because of the increasing  liberalization  of the laws and  regulations
affecting the conduct of interstate banking  activities,  it is anticipated that
competition in the Bank's geographical market

                                                       4


<PAGE>



area will increase.  If large,  regional bank holding companies acquire branches
in the Bank's  market  area,  they may offer a wider range of services  than are
currently  offered by the Bank. In addition,  some of these  competitors  may be
more highly capitalized than the Bank and the Company.

         Further Changes in Regulatory Requirements

         The  United  States  Congress  and  the  Mississippi  legislature  have
periodically   considered   and  adopted   legislation   that  has  resulted  in
deregulation of, among other matters, banks and other financial institutions, or
adversely affected the profitability of the banking industry. See "Competition."
Legislation could further modify or eliminate  geographic  restrictions on banks
and bank  holding  companies  and  current  prohibitions  with  other  financial
institutions,  including mutual funds,  securities  brokerage  firms,  insurance
companies,  banks from other states and investment  banking firms. The effect of
any such  legislation  on the  business  of the  Company  or the Bank  cannot be
accurately predicted.  The Company also cannot predict what legislation might be
enacted or what other implementing  regulations might be adopted, and if enacted
or adopted, the effect thereof.

Restriction on Dividends

         The Company is a legal entity  separate and distinct  from the Bank and
substantially  all of the  Company's  revenues  result from  amounts paid by the
Bank, as dividends,  to the Company. The payment of dividends by the Bank is, of
course,  dependent upon its earnings and financial condition. The Bank, however,
as a national  bank, is also subject to legal  limitations  on the amount of its
earnings that it may pay as dividends.  For additional information regarding the
restrictions on the Bank's payment of dividends, see Item 5 - "Market for Common
Equity and Related Stockholder Matters--Dividends," below.

Competition

         There is significant competition among banks and bank holding companies
in  Mississippi.  The Bank  competes  with both  national  and  state  banks for
deposits,  loans and trust accounts and with savings and loan  associations  and
credit unions for loans and deposits. The Bank also competes with large national
banks  from the  principal  cities in  Louisiana  and  Mississippi  for  certain
commercial loans.

         The  deregulation  of depository  institutions as well as the increased
ability  of  non-banking  financial  institutions,  such as  finance  companies,
investment companies,  insurance companies and several governmental agencies, to
provide services previously reserved to commercial banks has further intensified
competition. Accordingly, the Bank now competes with these non-banking financial
institutions,  all of which are  engaged in  marketing  various  types of loans,
commercial  paper,  short-term  obligations,  investments  and  other  services.
Because  non-banking  financial   institutions  are  not  subject  to  the  same
regulatory restrictions as banks and bank holding

                                                       5


<PAGE>



companies,  in many  instances  they may operate with greater  flexibility.  The
continued deregulation of the financial services industry may have a detrimental
effect on the Bank's long- term growth and profitability.

         The  Company  anticipates  that  the  intensity  of  competition  among
financial   institutions   will  be  increased   when  the   provisions  of  the
Gramm-Leach-Bliley  Act (the "GLBA") become fully  effective and the regulations
implementing  the GLBA are issued by the Board of Governors of the FRB. The GLBA
permits banks,  securities  firms and insurance  companies to affiliate under an
entity to be known as a "financial  holding company," which could then serve its
customers' varied financial needs through a single corporate structure.

Environmental

         The Company is subject to various federal, state and local statutes and
ordinances  regulating  the  discharge of materials  into the  environment.  The
Company does not believe that it will be required to expend any material amounts
to comply with these laws and regulations.

Item 2.  Description of Property.

         The Company has its principal  offices in its headquarters  building at
500 Main Street,  Natchez,  Adams County,  Mississippi 39120, which is owned and
occupied by the Bank. The Bank also owns the properties on which its four branch
offices are located, as well as one property purchased for future expansion. The
Company also owns certain  properties  acquired  primarily  through  foreclosure
proceedings.  In the judgment of  management,  the facilities of the Company and
the Bank are  generally  suitable  and adequate for the needs of the Company and
the Bank.

Item 3.  Legal Proceedings.

         There are no pending legal  proceedings  of a material  nature to which
the Company or the Bank is a party.

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

         None.




                                                       6


<PAGE>



                                                      PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

(a)      Market Information

         On October 17, 1996,  the Company listed its common stock on the NASDAQ
Small Cap Market.  Prior to that date,  there was no established  public trading
market for the common  stock.  The table  below sets forth the NASDAQ  Small Cap
Market high and low bid ranges for the common stock.

                                        Dividends
                                        Per Share            High          Low

Period 1999
         4th Quarter                       $ .30             $20.00      $17.88
         3rd Quarter                                         $21.25      $19.50
         2nd Quarter                       $ .30             $21.00      $19.00
         1st Quarter                                         $20.50      $19.00

Period 1998
         4th Quarter                       $ .30             $21.50      $18.00
         3rd Quarter                                         $23.00      $19.50
         2nd Quarter                       $ .29             $22.50      $20.50
         1st Quarter                                         $23.00      $20.50

(b)      Holders

         On December  31,  1999,  there were 500  shareholders  of record of the
Company's common stock.

(c)      Dividends

         Pursuant to  Mississippi  law, the  Company's  Board of  Directors  may
authorize  the  Company  to pay cash  dividends  to its  shareholders.  The only
limitation  on such a dividend  is that no  distribution  may be made if,  after
giving effect to the  distribution  (a) the Company would not be able to pay its
debts as they come due in the usual  course of  business,  or (b) the  Company's
total assets would be less than the sum of its total liabilities plus the amount
that would be needed,  if the Company  were to be  dissolved  at the time of the
distribution,  to  satisfy  the  preferential  rights  upon  dissolution  of any
shareholders  whose  preferential  rights are  superior to those  receiving  the
distribution.

         The  principal  source of the Company's  cash  revenues,  however,  are
dividends from the Bank. There are certain  limitations under federal law on the
payment of dividends by national  banks.  Under  federal law, the directors of a
national bank, after making proper deduction for all expenses and other

                                                       7


<PAGE>



deductions  required  by the  Comptroller,  may credit net profits to the bank's
undivided  profits  account,  and may declare a dividend from that account of so
much of the net profits as they judge expedient.

         The prior  approval of the  Comptroller  is required,  however,  if the
total of all  dividends  declared by a national  bank in any calendar  year will
exceed the sum of such  bank's net profits  for that year and its  retained  net
profits for the preceding  two calendar  years,  less any required  transfers to
surplus.  Federal law also prohibits  national banks from paying dividends which
would be greater than the bank's undivided profits after deducting statutory bad
debt in  excess  of the  bank's  allowance  for  loan  losses.  Finally,  FDICIA
generally   prohibits  a   depository   institution   from  making  any  capital
distribution  to  its  holding  company  if  the  depository  institution  would
thereafter be "undercapitalized."

         In  addition,  both the  Company  and the Bank are  subject  to various
regulatory  policies  and  requirements  relating to the  payment of  dividends,
including  requirements to maintain adequate capital above regulatory  minimums.
The appropriate  federal  regulatory  authority is authorized to determine under
certain circumstances  relating to the financial condition of a national bank or
bank holding company that the payment of dividends would be an unsafe or unsound
practice and to prohibit  payment  thereof.  The  Comptroller has indicated that
paying  dividends  that deplete a national  bank's capital base to an inadequate
level would be an unsound and unsafe banking  practice.  The Comptroller and the
Federal  Reserve Board have each  indicated  that banking  organizations  should
generally  pay  dividends  only out of current  operating  earnings.  The Bank's
ability to pay dividends is also limited by prudence,  statutory and  regulatory
guidelines, and a variety of other factors.

         Further, in connection with the acquisition of Natchez First Federal in
1993, the Bank assumed a liquidation account of approximately $2.8 million which
has the effect of  prohibiting  the payment of dividends if the Bank's net worth
would thereby be reduced below the amount required for the liquidation  account.
Management  does not  anticipate  that this  restriction  will  have a  material
adverse effect on the Bank's ability to pay dividends to the Company.

         The Company has declared  semiannual cash dividends in each of the last
three fiscal years totaling,  on an annual basis,  $.56 per share for 1997, $.59
per  share for 1998 and $.60 per share  for  1999.  Historical  dividend  payout
ratios,  expressed as a percentage of net income,  for 1997 to 1999 were 41.27%,
44.72% and 47.75%, respectively.

         The declaration of future dividends is at the discretion of the Company
and generally will be dependent upon the earnings of the Bank, the assessment of
capital requirements, considerations of safety and soundness, applicable law and
regulation and other factors.  Subject to the limitations set forth above, it is
the present  policy of the Board of  Directors  of the  Company to continue  the
declaration  of cash  dividends  on the  Company's  Common Stock on a semiannual
basis, to the extent practicable.

         Retained  earnings of the Bank  available for payment of cash dividends
under applicable dividend  regulations  exceeded $2.4 million as of December 31,
1999,  although  the Bank  intends to retain most of these funds for capital and
not pay them out as dividends.

                                                       8


<PAGE>



Item 6.  Management's Discussion and Analysis or Plan of Operation.

         The  information  required  in  response  to this item is  incorporated
herein by  reference  to pages 36  through 44 of the  Annual  Report,  which are
included in Exhibit 13 to this report.

Item 7.  Financial Statements.

         The following  consolidated financial statements of the Company and the
Bank are  incorporated  herein by  reference to pages 4 through 10 of the Annual
Report, which are included in Exhibit 13 to this report.

         -  Independent Auditor's Report;
         -  Consolidated  Statements of Financial  Condition - December 31, 1999
            and 1998;
         -  Consolidated Statements of Income-Years ended December 31, 1999  and
            1998;
         -  Consolidated  Statements of Changes in Stockholders'  Equity - Years
            ended December 31, 1999 and 1998;
         -  Consolidated Statements of Cash Flows-Years  ended December 31, 1999
            and 1998;
            and
         -  Notes to the Consolidated Financial Statements.

Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

         None.

                                                     PART III

Item 9.  Directors,   Executive   Officers,   Promoters   and  Control  Persons;
Compliance with Section 16(a) of the Exchange Act.

          The  information  required in  response  to this item is  incorporated
herein by reference to the material under the heading "Election of Directors" of
the Proxy Statement.

Item 10.  Executive Compensation.

          The  information  required in  response  to this item is  incorporated
herein by reference to the material under the heading  "Executive  Compensation"
of the Proxy Statement.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

          The  information  required in  response  to this item is  incorporated
herein by  reference  to the material  under the  headings  "Stock  ownership of
Directors,  Officers, and Principal  Shareholders",  "Employment Agreements" and
"Section  16(a)  Beneficial   Ownership  Reporting   Compliance"  of  the  Proxy
Statement.

                                                       9


<PAGE>



Item 12.  Certain Relationships and Related Transactions.

          The  information  required in  response  to this item is  incorporated
herein by reference to the material under the heading "Certain Relationships and
Related Transactions" of the Proxy Statement.

Item 13.  Exhibits, List and Reports on Form 8-K.

(a)      Exhibits

         The  response to this  portion of Item 13 is  submitted  as the Exhibit
Index attached hereto and incorporated herein by this reference.

(b)      Reports on Form 8-K

         The  Company  filed a report  on Form 8-K,  dated  December  20,  1999,
reporting third quarter 1999 earnings.

         The  Company  filed a report  on Form 8-K,  dated  December  20,  1999,
announcing a semi- annual dividend.

                                                       10


<PAGE>



                                                     SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                           BRITTON & KOONTZ CAPITAL CORPORATION

                                  (Registrant)

                                           By:      /s/ W. Page Ogden
                                                    ----------------------------
                                                    W. Page Ogden
                                                    President and
                                                    Chief Executive Officer

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>



<S>                                                <C>                                       <C>
Signature                                           Title                                      Date

/s/ W. Page Ogden                                   President,                                 March 31, 2000
-----------------------------------                 Chief Executive
W. Page Ogden                                       Officer and Director
                                                    (Principal Executive Officer)


/s/ W. W. Allen, Jr.                                Director                                   March 31, 2000
-----------------------------------
W. W. Allen, Jr.



/s/ Craig A. Bradford                               Director                                   March 31, 2000
-----------------------------------
Craig A. Bradford, DMD



/s/ James J. Cole                                   Director                                   March 31, 2000
-----------------------------------
James J. Cole

                                       {SIGNATURES CONTINUE ON FOLLOWING PAGE}

                                                      S-1


<PAGE>



Signature                                           Title                                      Date

/s/ Wilton R. Dale                                  Director                                   March 31, 2000
---------------------------------------
Wilton R. Dale

/s/ William J. Feltus, Jr.                          Chairman and                               March 31, 2000
--------------------------                          Director
William J. Feltus, Jr.



/s/ A. J. Ferguson                                  Director                                   March 31, 2000
-----------------------------------
A. J. Ferguson



/s/ C. Hayden Kaiser, Jr.                           Vice Chairman                              March 31, 2000
--------------------------                          and Director
Hayden Kaiser, Jr.

/s/ Donald E. Killelea                              Director                                   March 31, 2000
-----------------------------------
Donald E. Killelea, M.D.


/s/ Bazile R. Lanneau, Sr.                          Director                                   March 31, 2000
-----------------------------------
Bazile R. Lanneau, Sr.


/s/ Bazile R. Lanneau, Jr.                          Vice President, Chief                      March 31, 2000
-----------------------------------                 Financial Officer, Treasurer,
Bazile R. Lanneau, Jr                               Assistant Secretary and Director
                                                    (Principal Financial Officer)
                                                    (Principal Accounting Officer)
 .

/s/ Albert W. Metcalfe                              Secretary and                              March 31, 2000
--------------------------                          Director
Albert W. Metcalfe



/s/ Bethany L. Overton                              Director                                   March 31, 2000
--------------------------
Bethany L. Overton

/s/ Robert R. Punches                               Director                                   March 31, 2000
--------------------------
Robert R. Punches

                                                      S-2


<PAGE>
</TABLE>



                                      EXHIBITS TO ANNUAL REPORT ON FORM 10-KSB

                                       OF BRITTON & KOONTZ CAPITAL CORPORATION

                                                 FOR THE FISCAL YEAR

                                               ENDED DECEMBER 31, 1999

                                                        3


<PAGE>



                               EXHIBIT INDEX




Exhibit /  Description of Exhibit

 3.1   (*)

Restated  Articles  of  Incorporation  of Britton & Koontz  Capital Corporation,
incorporated by reference to Exhibit 4.1 to Registrant's  Registration Statement
on Form S-8,  Registration No.  333-20631,  filed with the Commission on January
29, 1997.


 3.2   (*)

By-Laws of  Britton & Koontz  Capital  Corporation,  as  amended  and  restated,
incorporated by reference to Exhibit 3.2 to  Registrant's  Annual Report on Form
10-KSB filed with the Commission on March 30, 1998.


 4.1   (*)

Certain provisions defining the rights of Shareholders are found in the Articles
of  Incorporation  and  By-Laws of  Britton & Koontz  Capital  Corporation.  See
Exhibits 3.1 and 3.2, above.


 4.2   (*)

Shareholder Rights Agreement dated June 1, 1996 between Britton & Koontz Capital
Corporation  and  Britton  &  Koontz  First  National  Bank,  as  Rights  Agent,
incorporated by reference to Exhibit 4.3 to Registrant's  Registration Statement
on Form S-8,  Registration No.  333-20631,  filed with the Commission on January
29, 1997.


10.01  (*)

Employment  Agreement dated December 31, 1996,  between Britton & Koontz Capital
Corporation  and W. Page Ogden,  incorporated  by  reference  to Exhibit 10.1 to
Registrant's Annual Report on Form 10-KSB filed with the Commission on March 28,
1997.


10.02  (*)

Employment Agreement  dated December 31, 1996, between Britton & Koontz Capital
Corporation and Bazile R. Lanneau, Jr., incorporated  by  reference to  Exhibit
10.2 to Registrant's Annual Report on Form 10-KSB filed with  the Commission on
March 28, 1997.


10.03  (*)

Employment  Agreement dated December 31, 1998,  between Britton & Koontz Capital
Corporation  and James J. Cole,  incorporated  by reference to Exhibit  10.03 to
Registrant's Annual Report on Form 10-KSB filed with the Commission on March 30,
1999.


10.04  (*)

Salary Continuation Plan Agreements dated September 26, 1994, between Britton &
Koontz Capital Corporation and W. Page Ogden,  Bazile R. Lanneau, Jr. and James
J. Cole, incorporated by reference to Exhibit 10 to Registrant's Current Report
on Form 10-QSB filed with the Commission on November 14, 1994.




<PAGE>





10.05  (*)

System  Purchase  Agreement  dated January 22, 1996 between the Britton & Koontz
First National Bank and InterBank  Systems,  Inc.,  incorporated by reference to
Exhibit  10.5 to  Registrant's  Annual  Report  on Form  10-KSB  filed  with the
Commission on March 29, 1996 and Form 10- KSB/A,  Amendment Number 1, filed with
the Commission on June 14, 1996.


10.06  (*)

Independent  Contractor  Agreement  dated  January  22, 1996  between  InterBank
Systems,  Inc. and Summit Research,  Inc.,  incorporated by reference to Exhibit
10.6 to  Registrant's  Annual Report on Form 10-KSB filed with the Commission on
March 29, 1996 and Form 10-KSB/A,  Amendment Number 1, filed with the Commission
on June 14, 1996.


10.07  (*)

Britton & Koontz Capital Corporation  Long-Term Incentive  Compensation Plan and
Amendment, incorporated by reference to Exhibit 4.4 to Registrant's Registration
Statement on Form S-8, Registration No. 333-20631,  filed with the Commission on
January 29, 1997.


10.09  (*)

Stock  Purchase  Agreement  dated  December  3, 1998,  between  Britton & Koontz
Capital Corporation and Sumx Inc.  incorporated by reference to Exhibit 10.09 to
Registrant's Annual Report on Form 10-KSB filed with the Commission on March 30,
1999.


10.10  (*)

Investor Rights Agreement dated December 3, 1998, among Britton & Koontz Capital
Corporation,  Summit  Research,  Inc., Bazile  R. Lanneau,  Jr.  and  Sumx  Inc.
incorporated by reference to Exhibit 10.10 to Registrant's Annual Report on Form
10-KSB filed with the Commission on March 30, 1999.


10.11  (*)

Voting  Agreement  dated  December 3,  1998,  among  Britton  &  Koontz Capital
Corporation, Summit Research, Inc. and  Bazile R. Lanneau, Jr.  incorporated by
reference  to  Exhibit  10.11 to Registrant's Annual Report on Form 10-KSB filed
with the Commission on March 30, 1999.


10.12  (*)

Management  Service  Agreement  dated  December 3, 1998, among Britton & Koontz
Capital  Corporation,  Sumx Inc.  and  Bazile  R. Lanneau, Jr.  incorporated by
reference  to  Exhibit 10.12 to Registrant's Annual Report on Form 10-KSB filed
with the Commission on March 30, 1999.


11

Statement re: computation of per share earnings


13

Annual Report to shareholders for fiscal year 1999




<PAGE>



21

Subsidiaries of the Registrant


23.1

Consent of Independent Auditors


27

Financial Data Schedule



As  indicated  by (*) , this  exhibit  is incorporated by reference  to  another
filing or document.