EXHIBIT 10.2
		      
       EMPLOYMENT AGREEMENT OF BAZILE R. LANNEAU, JR.

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			     EXHIBIT 10.2

			 EMPLOYMENT AGREEMENT

     AGREEMENT dated effective as this 31st day of December, 1996, between
BRITTON & KOONTZ FIRST NATIONAL BANK (hereinafter referred to as "B&K", BRITTON
& KOONTZ CAPITAL CORPORATION (hereinafter referred to as "B&K Capital Corp."),
and BAZILE R. LANNEAU, JR. (hereinafter referred to as "Employee").


			 I.  EMPLOYMENT

     B&K agrees to employ the Employee and the Employee agrees to work as a
full-time employee of B&K, upon the terms and conditions of this agreement.


			    II.  TERM

     This agreement shall terminate on December 31, 1999. However, it shall
automatically renew for three successive one-year terms, unless 90 days prior
notice is given by the respective parties.


		       III.  COMPENSATION

     For all services rendered by the Employee, as outlined hereinafter, the
Employee shall be paid an annual salary of Eighty Five Thousand ($85,000)
Dollars, which shall be payable in accordance with B&K's ordinary payroll
procedures.


		IV.  ADDITIONAL EMPLOYEE BENEFITS

     A)  In addition to the compensation recited hereinabove, Employee shall be
entitled to participate to the fullest extent allowable in all additional
benefits normally made available to employee.

     B)  B&K agrees to provide Employee with an automobile and to reimburse
Employee for all maintenance, repairs, insurance, gasoline, and other costs
incidental to the automobile.  Employee agrees to reimburse B&K for such
automobile costs or expenses necessary to comply with the current or future tax
laws and regulations promulgated thereunder.

     C)  B&K agrees to pay the country club, professional and civic organization
dues for Employee and his wife.


			   V.  DUTIES

     Employee is hired by B&K as Executive Vice President and by B&K Capital
Corp. as Vice President and will report directly to the President and CEO. 
Employee will be the second ranking employee in the bank and will be responsible
for the supervision and administration of areas listed below in accordance with
the policies and strategic plans of the bank and applicable state and federal
laws and regulations.  Employee will be responsible for the ongoing development
of policy and procedures in and oversight of investments and funds management,
operations, accounting, personnel and trust.

     Employee will be a member of the Board of Directors of B&K and B&K Capital
Corp. and will serve as Chairman of the Investment and Trust Committees of the
Board of B&K and B&K Capital Corp.  Employee will be a voting member of both the
Directors' and Officers' Loan Committees and will service a portfolio of loan
accounts selected by the president.  Employee is expected to spend a reasonable
amount of his time in civic and professional activities, and it is agreed that
the time spent by Employee in these activities, along with other reasonable
amounts of time for personal or outside business, shall not constitute a breach
of this agreement by Employee, provided that such activities do not materially
interfere with the services required to be rendered by Employee to B&K.

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		 VI.  TERMINATION OF EMPLOYMENT

     It is agreed that B&K may terminate Employee's employment at any time, with
or without cause, but any termination other than for cause shall not affect
Employee's right to compensation or other benefits.  Termination for cause shall
include termination because of personal dishonesty, willful misconduct, breach
of fiduciary duty involving personal profit, intentional failure to perform
stated duties, willful violation of any law, rule or regulation (other than
traffic violations or similar offenses), and/or flagrant abuse and violation of
the bank policies adopted by the B&K Board of Directors.  If employee is
terminated without cause B&K shall pay Employee a lump sum termination payment
equal to the greater of Forty Two Thousand Five Hundred ($42,500.00) Dollars or
six months of Employee's then current annual salary.  As a condition precedent
to employee receiving this lump sum termination payment, employee must sign an
agreement not to sue B&K or B&K Capital based on any violation of labor laws,
including age discrimination.


VII.  ASSIGNMENT

     Employee acknowledges that the services to be rendered by him are unique
and personal.  Accordingly, the Employee may not assign any of his rights or
delegate any of his authorities or obligations under this agreement.


		     VIII.  ENTIRE AGREEMENT

This agreement contains the entire understanding of the parties, may not be
changed orally, but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension or discharge is
sought.


		       IX.  GOVERNING LAW

     This agreement shall be construed and enforced in accordance with the laws
of the State of Mississippi.


		X.  SEVERABILITY AND MODIFICATION

     The invalidity of unenforceability of any provision hereof shall in no way
affect the validity or enforceability of other provisions.


			XI.  COUNTERPARTS

     This instrument is executed in duplicate counterparts, each of which shall
be deemed an original, but both of which shall constitute one and the same
instrument.  Employee shall have one fully executed copy and B&K shall have one
fully executed copy.

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	     XII.  BINDING EFFECTS OF THIS AGREEMENT

     This agreement shall be binding upon the heirs, legal representative,
successors and assigns of the parties hereto.

     IN WITNESS WHEREOF this agreement is executed as of the date first
hereinabove recited.

			      BRITTON & KOONTZ FIRST NATIONAL BANK



			      By: _______________________________
				  W. Page Ogden, President & CEO

			      BRITTON & KOONTZ CAPITAL CORPORATION



			      By: _______________________________
				  W. Page Ogden, President & CEO



			      ___________________________________
				      BAZILE R. LANNEAU, JR.