March 31, 1999


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, 1998 (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, 1998.

     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,




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, 1998


                  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 1998 fiscal year were $14,562,095.

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
23, 1999 is $21,235,160 for 1,117,640 shares at an estimated $19.00 per share.


    State the number of shares outstanding of each of the issuer's classes of
                  common equity, as of March 31, 1999.

              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, 1998 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 22, 1999 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
annual report is 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 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 22, 1999.

<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 (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"), 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.  On November 10, 1998, the
Company announced the intent to acquire two local branches owned by a regional
bank with deposits of $12 million and $1.8 million in loans.  The acquisition
was completed in January 1999.  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.

         The Company's major source of income in 1998 was dividends from the
Bank in the amount of $2,262,449.  The Company expects that dividends from
the Bank will continue to be the Company's major source of income in 1999.
As of December 31, 1998, the Company had total consolidated assets of
approximately $174 million, and total consolidated shareholders' equity of
approximately $19 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, 1998, of approximately $25 million.

<PAGE>


         As of December 31, 1998, the Bank had total assets of approximately
$172 million and total deposits of approximately $144 million.

         As of December 31, 1998, the Company and the Bank had
approximately 67 full-time and 7 part-time employees for a total of 74
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, formerly
InterBank Systems, Inc. ("InterBank") for $1,000,000 (the "Acquisition").
Following the acquisition and related transactions, 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 ("Summit").  The funds
provided to Sumx will be 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.


<PAGE>


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.

         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.

<PAGE>


         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 ("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.

<PAGE>


         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
along with one commercial property acquired as a result of the acquisition of
the assets and deposits of two branches from a regional bank.  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 NASDAQ
Small Cap Market price high and low ranges for the Common Stock.

                               Dividends
                               Per Share     High       Low

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

Period 1997

  4th Quarter                     $ .29     $23.00     $18.25
  3rd Quarter                               $19.75     $17.00
  2nd Quarter                     $ .27     $23.00     $16.25
  1st Quarter                               $18.75     $14.00


(b)      Holders

         On December 31, 1998, there were 514 shareholders of record of the
Company's 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
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.

<PAGE>


         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, $.50 per share for 1996, $.56
per share for 1997 and $.59 per share for 1998.  Historical dividend payout
ratios, expressed as a percentage of net income, for 1996 to 1998 were 43.41%,
41.27% and 44.72%, 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 $2.6 million as of December 31,
1998, although the Bank intends to retain most of these funds for capital and
not to pay them out as dividends.


<PAGE>


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,
              1998 and 1997;
         -    Consolidated Statements of Income - Years ended December 31,
              1998 and 1997;
         -    Consolidated Statements of Changes in Stockholders' Equity -
              Years ended December 31, 1998 and 1997;
         -    Consolidated Statements of Cash Flows - Years ended December
              31, 1998 and 1997; 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.

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.


<PAGE>


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 November 10, 1998,
reporting third quarter 1998 earnings.

         The Company filed a report on Form 8-K, dated November 10, 1998,
announcing a semi-annual dividend.

         The Company filed a report on Form 8-K, dated November 10, 1998,
announcing the acquisition of two Union Planters Bank Offices.

         The Company filed a report on Form 8-K, dated December 18, 1998,
announcing the investment in an Internet Banking Company


<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.


Signature                      Title                               Date

_________________
/s/ W. Page Ogden            President,                       March 30, 1999
W. Page Ogden                Chief Executive
                             Officer and
                             Director
                             (Principal Executive Officer)

____________________
/s/ W. W. Allen, Jr.         Director                         March 30, 1999
W. W. Allen, Jr.


_____________________
/s/ Craig A. Bradford        Director                         March 30, 1999
Craig A. Bradford, DMD


_________________
/s/ James J. Cole            Director                         March 30, 1999
James J. Cole




              {SIGNATURES CONTINUE ON FOLLOWING PAGE}


<PAGE>


              {SIGNATURES CONTINUED FROM PRECEDING PAGE}

Signature                      Title                               Date

__________________
/s/ Wilton R. Dale           Director                         March 30, 1999
Wilton R. Dale


__________________________
/s/ William J. Feltus, Jr.   Chairman and                     March 30, 1999
William J. Feltus, Jr.       Director


__________________
/s/ A. J. Ferguson           Director                         March 30, 1999
A. J. Ferguson


_________________________
/s/ C. Hayden Kaiser, Jr.    Vice Chairman                    March 30, 1999
Hayden Kaiser, Jr.           and Director


______________________
/s/ Donald E. Killelea       Director                         March 30, 1999
Donald E. Killelea, M.D.


__________________________
/s/ Bazile R. Lanneau, Sr.   Director                         March 30, 1999
Bazile R. Lanneau, Sr.


__________________________
/s/ Bazile R. Lanneau, Jr.   Vice President, Chief            March 30, 1999
Bazile R. Lanneau, Jr.       Financial Officer, Treasurer,
                             Assistant Secretary and Director
                             (Principal Financial Officer)
                             (Principal Accounting Officer)

______________________
/s/ Albert W. Metcalfe       Secretary and                    March 30, 1999
Albert W. Metcalfe           Director


______________________
/s/ Bethany L. Overton       Director                         March 30, 1999
Bethany L. Overton


_____________________
/s/ Robert R. Punches        Director                         March 30, 1999
Robert R. Punches

<PAGE>


             EXHIBITS TO ANNUAL REPORT ON FORM 10-KSB

              OF BRITTON & KOONTZ CAPITAL CORPORATION

                        FOR THE FISCAL YEAR

                      ENDED DECEMBER 31, 1998


<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.

     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.

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     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.

     10.10  Investor Rights Agreement dated December 3, 1998, among
            Britton & Koontz Capital Corporation, Summit Research,
            Inc., Bazile R. Lanneau, Jr. and Sumx Inc.

     10.11  Voting Agreement dated December 3, 1998, among Britton &
            Koontz Capital Corporation, Summit Research, Inc. and
            Bazile R. Lanneau, Jr.

     10.12  Management Services Agreement dated December 3, 1998, among
            Britton & Koontz Capital Corporation, Sumx Inc. and Bazile R.
            Lanneau, Jr.

     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.


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