SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1

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

                   For the fiscal year ended December 31, 2002

                         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 2002 fiscal year were $20,724,232.

     The  aggregate   market  value  of  the  issuer's   voting  stock  held  by
non-affiliates computed by reference to the price of $14.60 per share, the price
at which the issuer's voting stock was sold on March 26, 2003, is $23,654,935.

     The issuer had 2,113,087 shares of common stock  outstanding as of March 1,
2003.

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

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Registrant's Definitive Proxy Statement with respect to
its 2003 Annual Meeting of Shareholders,  filed with the Securities and Exchange
Commission on or about March 24, 2003, and the Annual Report to Shareholders for
fiscal year ended December 31, 2002 are  incorporated by reference into Parts II
and III of this Annual Report on Form 10-KSB.



<PAGE>



                                EXPLANATORY NOTE

         On the date that Britton & Koontz Capital  Corporation  (the "Company")
filed its annual  report on Form 10-KSB for the fiscal year ended  December  31,
2002, it had not timely filed a report on Form 8-K reporting that May & Company,
its  certifying  accountant,  had notified the Company that May & Company  would
decline to stand for re-election as the Company's certifying  accountant for the
fiscal year ending  December 31, 2003.  Consequently,  the Company on the facing
page of its Form 10-KSB should have checked the box "No" with respect to whether
it had filed all  reports  required  to be filed by  Section  13 or 15(d) of the
Exchange Act during the past 12 months.

         This  Amendment  No. 1 on Form  10-KSB/A is being filed solely to amend
the facing page of its Form 10-KSB as  described  in the  immediately  preceding
paragraph,  to amend Part II, Item 8 of the Annual  Report on Form 10-KSB of the
Company for the fiscal year ended  December 31, 2002 and to amend Part III, Item
13(a) of such Annual  Report to include as an exhibit  thereto the letter of the
Company's certifying accountants required by Item 304(a)(3) of Regulation S-B.

                                     PART II

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

         On March  18,  2003,  May & Company  notified  the  Company  that May &
Company  would  decline to stand for  re-election  as the  Company's  certifying
accountant  for the fiscal year ending  December  31, 2003 because May & Company
intends to discontinue auditing publicly-traded companies. In addition, on April
15, 2003,  the Company's  audit  committee  approved the engagement of Hannis T.
Bourgeois  as the  Company's  certifying  accountant  for the fiscal year ending
December 31, 2003.

         The reports of May & Company on the Company's financial  statements for
the fiscal  years ended  December 31, 2001 and December 31, 2002 did not contain
an adverse  opinion or  disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles.

         During the fiscal  years ended  December 31, 2001 and December 31, 2002
and through March 18, 2003, there have been no disagreements  with May & Company
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the  satisfaction  of May & Company,  would have caused it to make  reference
thereto in their reports on the Company's  consolidated financial statements for
such years.



<PAGE>


                                    PART III

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.



                                   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)


Date:  April 24, 2003                   By:/s/ W. Page Ogden
                                        ---------------------------------
                                        W. Page Ogden
                                        Chairman and Chief Executive Officer






<PAGE>


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, W. Page Ogden, certify that:

1.       I have reviewed this annual report on Form 10-KSB/A of Britton & Koontz
         Capital Corporation;

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

                  (a) designed such disclosure controls and procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual report is being prepared;

                  (b) evaluated the effectiveness of the registrant's disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

                  (c) presented in this annual report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent functions):

                  (a) all significant deficiencies in the design or operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

                  (b)  any  fraud,  whether  or  not  material,   that  involves
                  management or other  employees who have a significant  role in
                  the registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual  report  whether  there were  significant  changes  in  internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.



Date: April 24, 2003                                 By: /s/ W. Page Ogden
                                                         ----------------------
                                                         W. Page Ogden
                                                         Chief Executive Officer


<PAGE>


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Bazile R. Lanneau, Jr., certify that:

1.       I have reviewed this annual report on Form 10-KSB/A of Britton & Koontz
         Capital Corporation;

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

                  (a) designed such disclosure controls and procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual report is being prepared;

                  (b) evaluated the effectiveness of the registrant's disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

                  (c) presented in this annual report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent functions):

                  (a) all significant deficiencies in the design or operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

                  (b)  any  fraud,  whether  or  not  material,   that  involves
                  management or other  employees who have a significant  role in
                  the registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual  report  whether  there were  significant  changes  in  internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.



Date: April 24, 2003                        By: /s/ Bazile R. Lanneau, Jr.
                                                -------------------------------
                                                Bazile R. Lanneau, Jr.
                                                Chief Financial Officer


<PAGE>




                    EXHIBITS TO ANNUAL REPORT ON FORM 10-KSB

                     OF BRITTON & KOONTZ CAPITAL CORPORATION


                               FOR THE FISCAL YEAR

                             ENDED DECEMBER 31, 2002





<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               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 *

10.1              Employment  Agreement dated December 31, 2002, between Britton
                  & Koontz Capital Corporation and W. Page Ogden incorporated by
                  reference to Exhibit  10.01 to  Registrant's  Annual Report on
                  Form 10-KSB filed with the Commission on March 27, 2003 *

10.2              Employment  Agreement dated December 31, 2002, between Britton
                  &  Koontz  Capital  Corporation  and  Bazile  R.  Lanneau, Jr.
                  incorporated  by  reference  to  Exhibit 10.02 to Registrant's
                  Annual  Report  on  Form  10-KSB  filed with the Commission on
                  March 27, 2003 *

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

10.4              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 *

10.5              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 *



<PAGE>


10.6              Stock  Purchase  Agreement  dated  December  3, 1998,  between
                  Britton & Koontz Capital Corporation &  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 *

10.7              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 *

10.8              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 *

10.9              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  incorporated
                  by  reference to Exhibit 11  to  Registrant's Annual Report on
                  Form 10-KSB filed with the Commission on March 27, 2003 *

13                Annual  Report to  Shareholders  incorporated  by reference to
                  Exhibit 13 to  Registrant's Annual Report on Form 10-KSB filed
                  with the Commission on March 27, 2003 *

16                Letter  of May  & Company  dated  April 23, 2003 re: Change in
                  Certifying Accountant

21                Subsidiaries of the  Registrant  incorporated  by reference to
                  Exhibit 21 to  Registrant's Annual Report on Form 10-KSB filed
                  with the Commission on March 27, 2003 *

22                Consent of Independent  Auditors  incorporated by reference to
                  Exhibit 22 to Registrant's  Annual Report on Form 10-KSB filed
                  with the Commission on March 27, 2003 *

99.1              Section 906 - Certification of Chief Executive Officer

99.2              Section 906 - Certification of Chief Financial Officer

* As indicated in the column entitled  "Description of Exhibit," this exhibit is
incorporated by reference to another filing or document.



<PAGE>





                                   EXHIBIT 16

                        LETTER OF CERTIFYING ACCOUNTANTS


<PAGE>


                         [Letterhead of May and Company]







                                 April 23, 2003



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

We have read the statements made by Britton & Koontz Capital Corporation (a copy
of which is attached),  which we understand  will be filed with the  Commission,
pursuant to Part II, Item 8 of Form 10-KSB as part the  Company's  Form 10-KSB-A
for the fiscal  year  ended  December  31,  2002.  We agree with the  statements
concerning our firm in such Form 10-KSB-A.

                                                        Very truly yours,


                                                        /s/ May & Company, LLP
                                                        ---------------------
                                                        May & Company, LLP








<PAGE>



                                  EXHIBIT 99.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER


<PAGE>


                    Certification of Chief Executive Officer
                         Pursuant to 18 U.S.C. ss. 1350
                 (Section 906 of the Sarbanes-Oxley Act of 2002)


         In connection  with the Annual Report on Form 10-KSB for the year ended
December 31, 2002 of Britton & Koontz Capital  Corporation (the  "Company"),  as
filed with the  Securities  Exchange  Commission on the date hereof (the "Annual
Report"),  I, W. Page Ogden,  Chief Executive  Officer of the Company,  certify,
pursuant  to 18 U.S.C.  ss.  1350,  as adopted  pursuant  to Section  906 of the
Sarbanes-Oxley Act of 2002, that:

         (1)      the Annual Report fully  complies  with  the  requirements  of
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  as amended; and

         (2)      the   information   contained  in  the  Annual  Report  fairly
                  presents,  in all material respects,  the financial  condition
                  and results of operations of the Company.



Date: April 24, 2003                                 /s/ W. Page Ogden
                                                     --------------------------
                                                     W. Page Ogden,
                                                     Chief Executive Officer



<PAGE>





                                  EXHIBIT 99.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER


<PAGE>


                    Certification of Chief Financial Officer
                         Pursuant to 18 U.S.C. ss. 1350
                 (Section 906 of the Sarbanes-Oxley Act of 2002)


         In connection  with the Annual Report on Form 10-KSB for the year ended
December 31, 2002 of Britton & Koontz Capital  Corporation (the  "Company"),  as
filed with the  Securities  Exchange  Commission on the date hereof (the "Annual
Report"),  I, Bazile R. Lanneau,  Jr., Chief  Financial  Officer of the Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:

         (1)      the Annual Report fully  complies  with  the  requirements  of
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  as amended; and

         (2)      the   information   contained  in  the  Annual  Report  fairly
                  presents,  in all material respects,  the financial  condition
                  and results of operations of the Company.



Date:  April 24, 2003                                /s/ Bazile R. Lanneau, Jr.
                                                     --------------------------
                                                     Bazile R. Lanneau, Jr.,
                                                     Chief Financial Officer