EXHIBIT 10.1
		      
	       EMPLOYMENT AGREEMENT OF W. PAGE OGDEN
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			     EXHIBIT 10.1

			 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 W. PAGE OGDEN (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 One Hundred Thousand ($100,000)
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 the President and Chief Executive Officer of
B&K and B&K Capital Corp.  Employee will report directly to the Board of
Directors of B&K and B&K Capital Corp. and will be responsible for the
supervision and administration of the bank in accordance with 1) the strategic
plan, 2) policies adopted by the Board and 3) applicable state and federal law
and regulations.

     Employee will serve on the Board of Directors of B&K and B&K Capital Corp.
in accordance with federal banking regulations.  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 Fifty Thousand ($50,000.00) 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. J. Feltus III, Chairman


			      BRITTON & KOONTZ CAPITAL CORPORATION



			      By: _______________________________
				    W. J. Feltus III, Chairman



			      ___________________________________
					 W. PAGE OGDEN