March 27, 1998





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


Re:  Britton & Koontz Capital Corporation (the "Company")
     Annual Report on Form 10-KSB for Period Ended
     December 31, 1997 (Commission File No. 0-22606)

Ladies and Gentlemen:

     Pursuant to Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Act"), transmitted herewith for filing, is
the Company's Annual Report on Form 10-KSB, with exhibits, for the
period ended December 31, 1997.

     The financial statements in the annual report do not reflect
any change from the prior year in any accounting principles or
practices or in the method of applying any such principles or
practices.



Sincerely yours,




/s/ William M Salters
_________________________
Vice President/Controller


Enclosures

<PAGE>




                       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, 1997

                        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 1997 fiscal year were $13,567,242.

   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 February 20, 1998 is $23,459,940 for 1,117,140 shares at an
estimated $21.00 per share.


   State the number of shares outstanding of each of the issuer's classes of
common equity, as of March 31, 1998.

              Common Stock, $2.50  Par Value: 1,767,064 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, 1997 are incorporated by reference
          into Part II of this annual report on Form 10-KSB.

2.        Portions of the Registrant's definitive proxy statement, which was
          filed on March 4, 1998 with the Securities and Exchange
          Commission, are incorporated by reference into Part III of this
          annual report on Form 10-KSB.


<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  . . . . None


                                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 . . . . . . . . . . . None


                                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 Company's annual report to shareholders.

**  This information is incorporated by reference from the Company's Annual
Report to shareholders pursuant to Instruction E(2) of Form 10-KSB, which
is included as Exhibit 13 to Form 10-KSB.

*** The material required by Items 9 through 12 is incorporated by reference
from the Company's definitive proxy statement pursuant to Instruction E(3)
of Form 10-KSB.  The Company filed a definitive proxy statement with the
Securities and Exchange Commission on March 4, 1998.



<PAGE>


                           TABLE OF CONTENTS


                                                                 Page
                                                                 ____


DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS                    1



<PAGE>

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

	This Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended.  Although the Company
believes that the expectations reflected in such forward-looking statements
are reasonable, such forward-looking statements are based on numerous
assumptions (some of which may prove to be incorrect) and are subject to
risks and uncertainties which could cause the actual results to differ
materially from the Company's expectations.  Forward-looking statements
have been and will be made in written documents and oral presentations of
the Company.  Such statements are based on management's beliefs as well as
assumptions made by and information currently available to management.
When used in the Company's documents or oral presentations, the words
"anticipate," "estimate," "expect," "objective," "projection," "forecast,"
"goal" and similar expressions are intended to identify forward-looking
statements.  In addition to any assumptions and other factors referred to
specifically in connection with such forward-looking statements, factors
that could cause the Company's actual results to differ materially from
those contemplated in any forward-looking statements include, among others,
increased competition, regulatory factors, economic conditions, changing
market conditions, availability or cost of capital, employee workforce
factors, cost and other effects of legal and administrative proceedings, and
changes in federal, state or local legislature requirements.  The Company
undertakes no obligation to update or revise any forward-looking statements,
whether as a result of changes in actual results, changes in assumptions or
other factors affecting such statements.

<PAGE>


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 (the "Bank"), later that same year.  The Bank is the only
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"), located in Natchez, Mississippi, and merged
it into the Bank.  As a result of this merger, the Bank's total assets were
increased by approximately $48 million.

               The Company's major source of income in 1997 was dividends
from the Bank in the amount of $1,076,358.  The Company expects that
dividends from the Bank will continue to be the Company's major source of
income in 1998.  As of December 31, 1997, the Company had total
consolidated assets of approximately $162 million, and total consolidated
shareholders' equity of approximately $18.0 million.

               The Bank

               The Bank conducts a full service banking business from its main
office and two branch offices, all of which are located in Natchez,
Mississippi.  The Bank provides commercial and consumer banking and trust
services to customers in Adams County 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 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, 1997, of approximately $23 million.

               As of December 31, 1997, the Bank had total assets of
approximately $162 million and total deposits of approximately $133
million.

               As of December 31, 1997, the Company and the Bank had
approximately 62 full-time and 5 part-time employees for a total of 67
employees.  The employees are not represented by a collective bargaining
unit.  The Company believes that its relationship with its employees is good.

<PAGE>

               Internet and Electronic Banking Activities

               Management of the Company and the Bank are dedicated to
keeping the Bank competitive as technological innovation in the banking
industry increases.

               Beginning in 1994, the Bank began a $1.2 million capital
improvements program to upgrade its computing, communications, check
processing and accounting systems.  This program will be complete with the
installation of a new client/server based core accounting system in June of
1998.

               In 1995, the Bank installed communications systems enabling it
to provide Internet access to the public and for future delivery of electronic
banking services.  The Bank currently has in excess of 700 subscribers to
its Internet access service and it is actively marketing combination plans for
image checking, online banking and Internet access.

               In 1996, the Bank replaced its old check processing equipment
and systems and began offering image check statements in 1997.

               During 1996, the Bank began development, completed in 1997,
of an electronic banking system that enables customers, among other things,
to view images of cleared checks, obtain account balances and information
including extensive transaction histories, transfer funds between accounts and
stop payment on checks.  Additional features currently available to the Bank,
but not yet offered to the Bank's customers, will allow users to requests wire
transfer to other institutions, apply for an electronic banking account, apply
for loan and deposit accounts and place savings bond orders.

               Management of the Bank believes that development of its
electronic banking capabilities and its experience gained may allow it to
expand its geographical market area or provide additional revenue
opportunities.

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, 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.

<PAGE>


               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, 1997, 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.

Interstate Banking and Branching Legislation

               Federal Law

               In 1994, Congress passed the Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994 ("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.

<PAGE>

               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 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.  Future
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.

<PAGE>

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 nonbanking 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 nonbanking financial institutions, all of which
are engaged in marketing various types of loans, commercial paper, short-
term obligations, investments and other services.  Because nonbanking
financial institutions are not subject to the same regulatory restrictions as
banks and bank holding 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.

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 two branch offices are located, as well as other residential and
commercial properties which it has 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.

               None

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

               Not applicable.

<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 high and low sale prices for the
Company's Common Stock for the periods indicated.  For periods after
October 17, 1996, the table sets forth the Nasdaq Small Cap Market price
range for the Common Stock.  For all prior periods, the table sets forth the
high and low sales price for Common Stock based upon a small number of
transactions that were reported to the Company by a regional securities
broker who facilitated the trading of the Common Stock during those
periods.  The quotations for these periods reflect inter-dealer prices, without
retail mark-up, mark-down or commissions and may not reflect actual
transactions in the Company's Common Stock.



                                                            Dividends
                                       High       Low       per Share
Period 1997                           ______    ______      _________
               4th Quarter            $23.00    $18.25        $ .29
               3rd Quarter            $19.75    $17.00
               2nd Quarter            $23.00    $16.25        $ .27
               1st Quarter            $18.75    $14.00



Period 1996
               10/17/96-12/31/96      $14.50    $11.25        $ .30
               10/01/96-10/16/96      $10.25    $10.25
               3rd Quarter            $10.00    $10.00
               2nd Quarter            $10.00    $ 9.25        $ .20
               1st Quarter            $ 9.75    $ 9.00




(b)            Holders

               On December 31, 1997, there were 526 shareholders of record
of the Company's Common Stock. The above table reflects a 4 for 1 stock split
which was effective for shareholders of record as of the close of business
on April 25, 1997.

<PAGE>

(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 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 totalling, on an annual basis, $.48 per share for
1995, $.50 per share for 1996 and $.56 per share for 1997.  Historical
dividend payout ratios, expressed as a percentage of net income, for 1995
to 1997 were 39.31%, 43.41% and 41.27%, respectively.

<PAGE>

               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 $3.7 million as of
December 31, 1997, although the Bank intends to retain most of these funds
for capital and not to pay them out as dividends.

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

               This information is incorporated by reference to the Company's
Annual Report to shareholders, which is included as Exhibit 13 to Form 10-
KSB.


Item 7.  Financial Statements.

               The following consolidated financial statements of the Company
and the Bank are incorporated by reference to the Company's Annual Report
to shareholders, which is included as Exhibit 13 to Form 10-KSB.


               -         Independent Auditor's Report;
               -         Consolidated Statements of Financial Condition -
                         December 31, 1997 and 1996;
               -         Consolidated Statements of Income - Years ended
                         December 31, 1997 and 1996;
               -         Consolidated Statements of Changes in Stockholders'
                         Equity - Years ended December 31, 1997 and 1996;
               -         Consolidated Statements of Cash Flows - Years ended
                         December 31, 1997 and 1996; 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.

                This information is incorporated by reference to the Company's
definitive proxy statement filed with the Commission pursuant to Regulation
14A.

<PAGE>



Item 10.  Executive Compensation.

                This information is incorporated by reference to the Company's
definitive proxy statement filed with the Commission pursuant to Regulation
14A.


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

                This information is incorporated by reference to the Company's
definitive proxy statement filed with the Commission pursuant to Regulation
14A.

Item 12.  Certain Relationships and Related Transactions.

                This information is incorporated by reference to the Company's
definitive proxy statement filed with the Commission pursuant to Regulation
14A.


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 hereby incorporated herein by this
reference.

(b)            Reports on Form 8-K

               The Company filed a report on Form 8-K, dated October 24,
1997, reporting third quarter 1997 earnings.

               The Company filed a report on Form 8-K, dated November 20,
1997, announcing a semi-annual dividend.

<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 27, 1998
__________________________                                Chief Executive
W. Page Ogden                                             Officer and
                                                          Director
                                                          (Principal Executive Officer)


/s/ W. W. Allen, Jr.                                      Director                                         March 27, 1998
__________________________
W. W. Allen, Jr.



/s/ Craig A. Bradford                                     Director                                         March 27, 1998
__________________________
Craig A. Bradford, DMD



/s/ James J. Cole                                         Director                                         March 27, 1998
__________________________
James J. Cole




                  {SIGNATURES CONTINUE ON FOLLOWING PAGE}

<PAGE>


                  {SIGNATURES CONTINUED FROM PRECEDING PAGE}

Signature                                                 Title                                            Date
__________________________                                _____________________________                    ______________



/s/ Wilton R. Dale                                        Director                                         March 27, 1998
__________________________
Wilton R. Dale



/s/ W. J. Feltus, III                                     Chairman and                                     March 27, 1998
__________________________                                Director
W. J. Feltus, III



/s/ A. J. Ferguson                                        Director                                         March 27, 1998
__________________________
A. J. Ferguson



/s/ C. H. Kaiser, Jr.                                     Vice Chairman                                    March 27, 1998
__________________________                                and Director
C. H. Kaiser, Jr.



/s/ Donald E. Killelea                                    Director                                         March 27, 1998
__________________________
Donald E. Killelea, M.D.


/s/ Bazile R. Lanneau, Sr.                                Director                                         March 27, 1998
__________________________
Bazile R. Lanneau, Sr.


/s/ Bazile R. Lanneau, Jr.                                Vice President, Chief                            March 27, 1998
__________________________                                Financial Officer, Treasurer,
Bazile R. Lanneau, Jr.                                    Assistant Secretary and Director
                                                          (Principal Financial Officer)
                                                          (Principal Accounting Officer)


/s/ Albert W. Metcalfe                                    Secretary and                                    March 27, 1998
__________________________                                Director
Albert W. Metcalfe



/s/ Bethany L. Overton                                    Director                                         March 27, 1998
__________________________
Bethany L. Overton


/s/ Robert R. Punches                                     Director                                         March 27, 1998
__________________________
Robert R. Punches

</TABLE>
<PAGE>


                                   EXHIBITS TO ANNUAL REPORT ON FORM 10-KSB

                                    OF BRITTON & KOONTZ CAPITAL CORPORATION

                                              FOR THE FISCAL YEAR

                                            ENDED DECEMBER 31, 1997

<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.

 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.

10.1      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.

10.2      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.

10.3      Employment Agreement dated January 1, 1996, between                 *
          Britton & Koontz Capital Corporation and James J. Cole,
          incorporated by reference to Exhibit 10.3 to Registrant's
          Annual Report on Form 10-KSB filed with the Commission on
          March 29, 1996.

10.4      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.

10.5      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.

<PAGE>

10.6      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.

10.7      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.

11        Statement re: computation of per share earnings.

13        Annual Report to shareholders for fiscal year 1997.

21        Subsidiaries of the Registrant

23.1      Consent of Independent Auditors

27        Financial Data Schedule



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