U. S. SECURITIES AND EXCHANGE COMMISSION


                     WASHINGTON, D.C.  20549


                           FORM 10-QSB


(Mark One)


[X]  Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange
     Act Of 1934 For The Quarterly Period Ended September 30, 1999


[ ]  Transition Report Pursuant To Section 13 Or 15(d) Of The Securities
     Exchange Act Of 1934



                  Commission File Number 0-22606


               BRITTON & KOONTZ CAPITAL CORPORATION



     Mississippi                                     64-0665423
(State of Incorporation)                           (IRS Employer
                                                 Identification No.)



           500 Main Street, Natchez, Mississippi  39120

                     Telephone:  601-445-5576


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


1,767,064 Shares of Common Stock, Par Value $2.50, were issued and outstanding
as of October 1, 1999.


Transitional Small Business Disclosure Format:  Yes    , No  X


<PAGE>




   BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY

                        INDEX


PART I     FINANCIAL INFORMATION

          Item 1.  Financial Statements (unaudited).

                Consolidated Balance Sheets for September 30, 1999
                and December 31, 1998

                Consolidated Statements of Income for the Three Months
                and the Nine Months Ended September 30, 1999 and
                September 30, 1998

                Consolidated Statements of Stockholders' Equity
                for the Nine Months Ended September 30, 1999 and
                September 30, 1998

                Consolidated Statements of Cash Flows for the
                Nine Months Ended September 30, 1999 and September 30, 1998

                Notes to the Consolidated Financial Statements



<PAGE>
[CAPTION]
<TABLE>


        BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY

               CONSOLIDATED STATEMENT OF CONDITION

             SEPTEMBER 30, 1999 AND DECEMBER 31, 1998




                                                         September 30,      December 31,
                                                             1999              1998
                                                        ------------       ------------
<S>                                                     <C>                <C>
ASSETS

Cash and due from banks:
 Non-interest bearing                                   $  4,875,284       $  4,337,900
 Interest bearing                                            919,260            472,727
                                                        ------------       ------------
      Total cash and due from banks                        5,794,544          4,810,627

Federal funds sold                                                 0                  0
Investment securities:
 Held-to-maturity                                         36,171,805         30,724,063
 Available-for-sale, at fair value                         4,387,112         10,923,838
 Equity securities                                         2,067,303          2,187,499
Loans, less unearned income of and allowance
  for loan losses                                        137,236,934        118,285,228
Bank premises and equipment, net of accumulated
  depreciation                                             6,338,043          4,090,692
Premium - Union Planters                                   1,553,490                  0
Other real estate owned                                       72,538             96,322
Accrued interest receivable                                1,620,111          1,371,834
Cash surrender value life insurance                          750,760            716,313
Other assets                                                 223,808            367,027
                                                        ------------       ------------
      Total Assets                                      $196,216,448       $173,573,443
                                                        ============       ============

LIABILITIES:

Deposits:
 Non-interest bearing                                   $ 23,287,533       $ 21,681,170
 Interest bearing                                        131,520,910        121,505,227
                                                        ------------       ------------
      Total Deposits                                     154,808,443        143,186,397

Securities sold under repurchase agreements                1,650,655          2,416,043
Federal funds purchased                                            0            350,000
FHLB Advances                                             16,200,000          5,000,000
Accrued Interest Payable                                     884,708            951,472
Negative Goodwill, net of accumulated amortization
  of $2,229,491 in 1999 and $2,075,441 in 1998               830,931            984,981
Advances from borrowers for taxes & insurance                318,809            357,025
Accrued taxes and other liabilities                        1,287,190          1,078,342
                                                        ------------       ------------
      Total Liabilities                                  175,980,736        154,324,260
                                                        ------------       ------------
STOCKHOLDERS' EQUITY:

Common stock, $2.50 par value per share; 12,000,000
  shares authorized; 1,767,064 shares issued and
  outstanding in 1999 and 1998                             4,417,660          4,417,660
Additional paid-in-capital                                 3,414,927          3,414,927
Retained earnings                                         12,611,525         11,399,263
Net unrealized gain/(loss) on securities
  available for sale                                        (208,400)            17,333
                                                        ------------       ------------
      Total Stockholders' Equity                          20,235,712         19,249,183
                                                        ------------       ------------
      Total Liabilities and Stockholders' Equity        $196,216,448       $173,573,443
                                                        ============       ============




The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>

          BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY

                   CONSOLIDATED STATEMENTS OF INCOME

[CAPTION]
<TABLE>

                                             Three Months Ended        Nine Months Ended
                                                September 30,            September 30,
                                             1999         1998         1999         1998
                                          ----------   ----------   ----------   ----------
<S>                                       <C>          <C>          <C>          <C>
Interest Income:
   Interest and fees on loans             $2,921,711   $2,514,611   $8,219,934   $7,396,090

   Interest on investment securities:
   Taxable interest income                   660,542      701,110    2,042,484    2,177,822
   Exempt from federal taxes                  23,942       22,328       70,114       68,813
     Interest on federal funds sold              377       26,867       38,242      107,315
                                          ----------   ----------   ----------   ----------
   Total Interest Income                   3,606,572    3,264,916   10,370,774    9,750,040
                                          ----------   ----------   ----------   ----------
Interest Expense:
   Interest on deposits                    1,305,068    1,430,227    3,933,281    4,254,063
   Interest on federal funds purchased       147,622        6,923      223,420       25,992
   Interest on securities sold under
     repurchase agreements                    20,778       25,409       70,125       93,403
                                          ----------   ----------   ----------   ----------
   Total Interest Expense                  1,473,468    1,462,559    4,226,826    4,373,458
                                          ----------   ----------   ----------   ----------
Net Interest Income                        2,133,104    1,802,357    6,143,948    5,376,582

Provision for loan losses                     95,000       40,000      185,000      120,000
                                          ----------   ----------   ----------   ----------
Net Interest Income After
  Provision for Loan Losses                2,038,104    1,762,357    5,958,948    5,256,582
                                          ----------   ----------   ----------   ----------
Other Income:
   Service charge on deposit accounts        308,270      201,106      806,001      542,781
   Income from fiduciary activities           19,336       26,986       58,183       60,375
   Insurance premiums and commissions          6,044        9,131       20,578       24,287
   Gain/(loss) on sale of ORE                      0            0      (18,094)           0
   Gain/(loss) on sale of mortgage loans       1,076        5,304       10,897       12,237
   Gain/(loss) on sale of securities           4,385            0        4,385            0
   Gain/ (loss) on sale of premises
     and equipment                                 0            0            0            0
   Amortization of negative goodwill          48,980       58,950      154,050      185,310
   Other real estate income                        0            0        3,000            0
   Other                                     125,255      101,587      329,038      279,023
                                          ----------   ----------   ----------   ----------
   Total Other Income                        513,346      403,064    1,368,038    1,104,013
                                          ----------   ----------   ----------   ----------
Other Expense:
   Salaries                                  773,912      639,131    2,253,531    1,858,554
   Employee benefits                         136,150       78,820      315,293      243,556
   Net occupancy expense                     106,635       93,223      295,928      283,903
   Equipment expense                         172,468      140,890      497,441      419,708
   FDIC assessment                             9,770       10,061       29,769       28,677
   Stationery & supplies                      41,108       38,188      160,987       95,664
   Other real estate expense                   1,036        5,160        3,158        1,540
   Other                                     413,054      259,175    1,101,772      803,213
                                          ----------   ----------   ----------   ----------
   Total Other Expenses                    1,654,133    1,264,648    4,657,879    3,734,815
                                          ----------   ----------   ----------   ----------
Income Before Income Tax Expense             897,317      900,773    2,669,107    2,625,780

Income Tax Expense                           317,419      302,220      926,726      887,655
                                          ----------   ----------   ----------   ----------
Net Income                                 $ 579,898    $ 598,553   $1,742,381   $1,738,125
                                          ==========   ==========   ==========   ==========
Income Per Share                                 .33          .34          .99          .98
                                          ==========   ==========   ==========   ==========
Weighted Average Shares Outstanding        1,767,926    1,769,484    1,767,318    1,769,189
                                          ==========   ==========   ==========   ==========




The accompanying notes are an integral part of these financial statements

</TABLE>
<PAGE>




         BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY

            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

[CAPTION]
<TABLE>




                                               Par                          Retained
                                # Shares      Value        Surplus          Earnings       Other          Total
                               ---------    ----------    ----------      -----------    ---------      -----------

<S>                            <C>          <C>           <C>             <C>            <C>            <C>
Balance December 31, 1997      1,767,064    $4,417,660    $3,414,927      $10,110,313    $  38,844      $17,981,744

 Comprehensive Income:
   Net income                          -             -             -        1,738,125                     1,738,125
   Other comprehensive
    income (net of tax):
   Net change in unrealized
   Gain/(loss) on securities
   Available for sale, net
    of Taxes of $18,610                -             -             -                -       24,047           24,047

  Cash Dividend declared
   $.29 per share                      -             -             -         (512,449)           -         (512,449)
                               ---------    ----------    ----------      -----------    ---------      -----------
Balance September 30, 1998     1,767,064    $4,417,660    $3,414,927      $11,335,989    $  62,891      $19,231,467
                               =========    ==========    ==========      ===========    =========      ===========



Balance December 31, 1998      1,767,064    $4,417,660    $3,414,927      $11,399,263    $  17,333      $19,249,183

 Comprehensive Income:
   Net income                          -             -             -        1,742,381            -        1,742,381
   Other comprehensive
    income (net of tax):
   Net change in unrealized
   Gain/(loss) on securities
   Available for sale, net
    Taxes of $121,688                  -             -             -                -     (225,733)        (225,733)

  Cash Dividend declared
     $.30 per share                    -             -             -         (530,119)           -         (530,119)
                               ---------    ----------    ----------      -----------    ---------      -----------
Balance September 30, 1999     1,767,064    $4,417,660    $3,414,927      $12,611,525    $(208,400)     $20,235,712
                               =========    ==========    ==========      ===========    =========      ===========



The accompanying notes are an integral part of these financial statements

</TABLE>
<PAGE>



       BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY

        CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

      FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

[CAPTION]
<TABLE>


                                                                 9/99              9/98
                                                             ------------      ------------
<S>                                                          <C>               <C>
Net Income                                                   $  1,742,381      $  1,738,125

Adjustments to reconcile net income to net cash
provided by (used in) operating activities:

Operating Activities:
  Deferred taxes                                                 (140,919)          (58,907)
  Provision for loan losses                                       185,000           120,000
  Provision for depreciation                                      401,166           339,682
  FHLB stock dividends received                                   (38,200)          (42,200)
  (Gain) loss on sale of other real estate                         18,094                 0
  (Gain) loss on sale of investment securities                     (4,385)                0
  (Gain) loss on sale of loans                                    (10,897)          (12,237)
  Amortization (accretion) of investment securities
    premiums (discounts), net                                      87,160           (30,299)
  Amortization of valuation adjustment on acquired loans           24,800            37,220
  Amortization of valuation adjustment on acquired deposits             0              (680)
  Amortization of negative goodwill                              (154,050)         (185,310)
  Amortization of premium                                          60,720                 0
  Equity in investee (gain)/losses                                119,596                 0
  Writedown of other real estate                                   15,690                 0
  (Increase) decrease in accrued interest receivable             (229,616)         (290,498)
  (Increase) decrease in cash surrender value                     (34,447)          (28,348)
  (Increase) decrease in other assets                             143,219          (224,074)
  Increase (decrease) in interest payable                        (189,650)          (76,730)
  Increase (decrease) in other payables                           344,475          (672,278)
                                                             ------------      ------------
     Net cash provided (used) by operating activities        $  2,340,137      $    613,466
                                                             ------------      ------------

Investing Activities:
 Redemption of Federal Home Loan Bank Stock                        38,800            42,300
  Proceeds from sales of investment securities                  4,000,000                 0
  Proceeds from maturities and paydowns
    of investment securities                                   10,763,396         8,941,336
  Purchases of investment securities                          (13,982,921)      (10,019,501)
  (Increase) decrease in federal funds sold                             0        (1,125,000)
  Net increase in loans                                       (15,883,365)       (9,938,526)
  Purchases of premises and equipment                          (1,073,104)         (476,925)
  Proceeds from sale of other real estate                         190,000                 0
  Acquisition of branches                                      11,271,434                 0
                                                             ------------      ------------
     Net cash provided (used) by investing activities        $ (4,675,760)     $(12,576,316)
                                                             ------------      ------------

Financing Activities:
  Net increase (decrease) in customer deposits                 (6,196,737)       13,016,631
  Net increase (decrease) in securities sold                     (765,388)         (303,317)
    under repurchase
  Net increase (decrease) in federal funds purchased             (350,000)       (1,650,000)
  Net increase (decrease) in Federal Home Loan
    Bank advances                                              11,200,000         2,000,000
  Increase (decrease) in advances from borrowers for
    taxes and insurance                                           (38,216)         (102,675)
  Cash dividends paid                                            (530,119)         (512,449)
                                                             ------------      ------------
Net cash provided (used) by financing activities             $  3,319,540      $ 12,448,190
                                                             ------------      ------------
Increase (decrease) in cash and cash equivalents                  983,917           485,340

Cash and cash equivalents at beginning of period                4,810,627         5,930,784

Cash and cash equivalents at end of period                   $  5,794,544      $  6,416,124
                                                             ============      ============


                           (Continued)

The accompanying notes are an integral part of these financial statements


</TABLE>
<PAGE>

       BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY

              CONSOLIDATED STATEMENT OF CASH FLOWS

      FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998


                           (Continued)

[CAPTION]
<TABLE>


                                                            1999               1998
                                                        ------------        -----------
<S>                                                     <C>                 <C>

SUPPLEMENTAL DISCLOSURES:

Cash paid for:

 Interest on deposits and other borrowing                $ 4,293,590        $ 4,450,188
 Income taxes                                                913,050            874,323



Acquisition of branches:

 Loans, net                                              $ 3,267,244                  0
 Other real estate                                           200,000                  0
 Accrued interest receivable                                  18,661                  0
 Premises and equipment                                    1,575,413                  0
 Goodwill                                                  1,614,210                  0
 Deposits                                                (17,818,783)                 0
 Accrued interest payable                                   (122,886)                 0
    Other accrued liabilities                                 (5,293)                 0
                                                         -----------        -----------
   Cash and due from bank received
       From acquired branch                             ($11,271,434)       $         0





The accompanying notes are an integral part of these financial statements

</TABLE>
<PAGE>


       BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
             SEPTEMBER 30, 1999 AND DECEMBER 31, 1998

NOTE 1.  Presentation.  The accompanying consolidated balance sheet for
Britton & Koontz Capital Corporation (the "Company") as of December 31, 1998,
has been derived from the audited financial statements of the Company for the
year then ended.  The accompanying consolidated financial statements as of
September 30, 1999, and September 30, 1998, are unaudited and reflect all
normal recurring adjustments which, in the opinion of management, are
necessary for the fair presentation of financial position and operating
results of the periods presented.  Certain 1998 amounts have been reclassified
to conform with the 1999 presentation

NOTE 2.  Nonperforming Assets.  Nonperforming assets at September 30, 1999 and
December 31, 1998, were as follows:

                                             09/30/99      12/31/98
                                             --------      --------
                                             (dollars in thousands)
                                             ----------------------
Nonaccrual loans by type
 Real estate                                 $    109     $     97
 Installment                                       69           30
 Commercial and all other loans                   456           95
                                             --------     --------
Total nonaccrual loans                            634          222
Loans past due 90 days or more                    282          448
                                             --------     --------
Total nonperforming loans                         916          670
Other real estate owned (net)                      73           96
                                             --------     --------
Total nonperforming assets                   $    989     $    766
                                             ========     ========
Nonperforming loans as a percent
 of loans, net of unearned interest
 and loans held for sale                         .66%         .56%
                                             ========     ========

NOTE 3.  Allowance for Loan Losses.  The following table reflects the
transactions in the allowance for loan losses for the nine month periods ended
September 30, 1999 and 1998:

                                                09/30/99      09/30/98
                                                --------      --------
                                                (dollars in thousands)
                                                ----------------------
Balance at beginning of year                    $    747      $    677

Provision charged to operations                      185           120

 Charge-offs                                         (84)          (34)
 Recoveries                                           18            22
                                                --------      --------
Net recoveries (charge-offs)                         (66)          (12)
                                                --------      --------
Balance at end of period                        $    866      $    785
                                                ========      ========
Allowance for loan losses as a
 percent of loans, net of unearned
 interest and loans held for sale                   .63%          .67%

<PAGE>


Item 2:  Management's Discussion & Analysis or Plan of Operations.

     This discussion is intended to supplement the consolidated financial
statements, expand on material changes in financial condition since year end
and to compare the operating results for the nine months ended September 30,
1999, to the same period in 1998.

     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.

     DISCLOSURE REGARDING YEAR 2000

     The year 2000 issue results from the fact that many computer programs
store and process data using two digits rather than four to define the
applicable year.  This issue affects not only Britton & Koontz First National
Bank but virtually all companies and organizations that use computer
information systems.

     The Company has adopted a formal five-step methodology to move toward
assuring that the systems it uses to process financial institution records
will be Year 2000 compliant.  That process includes the following phases:
Awareness, Assessment, Renovation, Testing and Implementation.

     The Program is addressing: hardware and software purchased from outside
vendors, custom software developed in-house, telecommunications equipment,
facilities (i.e. elevators, HVAC, etc.) and the information processing systems
of our business partners.  The Company is aware that 2000 is a leap year and
is taking this fact into consideration in both its renovation and testing.

     As part of the process, the institution has developed a plan and
provided sufficient human and financial resources for the successful execution
of that plan.  Our plan called for the testing phase to be completed by March
31, 1999, and the implementation phase to be completed by June 30, 1999.  The
last six months of 1999 are intended to be a cushion period to protect against
missed deadlines and unexpected surprises.  In addition, the company is in the
process of creating contingency plans for unexpected system failures.  At this
point, the Company is on target with its plan.  While our program continues to
track our plan, and target dates have been met, factors beyond the Company's
control, such as external resource constraints and the failure of third
parties to become Year 2000 compliant, could affect the Company's ability to
readily process all applications in the year 2000.  The Company, however, does
not anticipate that this will be a material issue.

<PAGE>

     The Company has already incurred and expensed charges related to Year
2000 compliance and will continue to charge related items to noninterest
expense.  Management does not expect future cost of compliance with the Year
2000 to have a material effect on the financial statements of the Company.

     DISCLOSURE REGARDING PURCHASE OF UNION PLANTERS BRANCHES

     The Company acquired two Natchez, MS. branch offices of Union Planters
Bank on January 21, 1999.  The acquisition added $12.5 million in deposits and
$1.8 million in loans.  On July 23,1999, the Company completed the acquisition
of another Union Planters branch in Vicksburg, MS.  This acquisition added
another $6.2 million in deposits along with $1.4 million in loans.


     Results of Operations


     First Nine Months of 1999 Compared to the First Nine Months of 1998

     Analysis of Net Income.  Net income remained stable at $1.7 million or
$.99 per share. The Company's continued effort to modernize facilities, update
computer operations and market the bank's new electronic banking system has
kept operating expenses higher than normal.  During this time of increased
expenses, the Company has experienced strong growth in the bank's core income
such as service charges on deposit accounts, internet fees and other retail
service fees.  The net effect was a slight increase in net income.  Returns on
average assets and average equity for the first nine months of 1999 were 1.24%
and 11.71%, respectively.

     Analysis of Net Interest Income.  Net interest income for the period
ended September 30, 1999, was $6.1 million, an increase of $758 thousand or
14% over the same period in 1998.  Contributing to the increase in net
interest income was an overall growth in earning assets offset by increases in
average deposits. Earning assets grew as a result of continued strong loan
demand in the first three quarters of 1999.  The increase in both deposit and
loans resulted in a net volume variance of $517 thousand as well as a $241
thousand variance due to decreases in rates.

     Provision for Possible Loan Losses.  As a result of loan growth, and
management's assessment of the loan portfolio, $185 thousand has been added to
the reserve for possible loan losses.

     Non-Interest Income.  Non-interest income increased to $1.4 million for
the period ended September 30, 1999, from $1.1 million for the same period in
1998 primarily on the strength of the bank's acquisition of three Union
Planters branches.  Service charges and other retail fees contributed to the
increase.

     Non-Interest Expense.  Non-interest expense increased $923 thousand to
$4.7 million for the period ended September 30, 1999.  The Company has for the
past three years been in a major capital improvements program which has been
the primary reason for the increases in non-interest expense. It is
management's opinion that this capital improvements program is near
completion.  A large share of the increased expenses reflects the cost of
upgrades to premises, information systems and other items related to marketing
the bank's new electronic banking system.  Other contributing factors are
increases in salaries and benefits from the branch acquisitions.

<PAGE>


     Pretax Income.  The combination of all the above factors produced a
pretax income of $2.7 million for the nine months ended September 30, 1999,
compared to $2.6 million for the same period in 1998.  Income tax expense
increased to $927 thousand from $888 thousand.



     Financial Condition


     Earning Assets.  Earning assets averaged $174.1 million in the first
nine months of 1999, a 7% increase over the same period in 1998.  The growth
in average earning assets was due primarily to strong loan growth funded by
increases in deposits along with FHLB advances.  Average loans and average
deposits grew 12% and 6%, respectively.

     Asset Quality.  Nonperforming assets consist of nonperforming loans and
other real estate owned.  Nonperforming loans, totaling $916 thousand at
September 30, 1999, increased $246 thousand from December 31, 1998.  The
increase is made up of a $412 thousand addition to nonaccrued loans offset by
reductions to the loans past due ninety days or more.  Other real estate
decreased to $73 thousand.  Nonperforming assets as a percent of loans, net of
unearned income, ended September 30, 1999 at .66%, compared to .56% at
December 31, 1998. A further breakdown is found in note 2.

     Allowance for Possible Loan Losses.  The allowance for possible loan
losses was increased to $866 thousand at September 30, 1999, from $785
thousand at September 30, 1998.  The ratio of the allowance for possible loan
losses to loans, net of unearned income and loans held for sale, decreased to
 .63% from .67% at September 30, 1998.  The Company's net charge-offs for the
first nine months of 1999 compared to the same period in 1998 increased to $66
thousand from $12 thousand. Management regularly reviews the level of the
allowance for possible loan losses and is of the opinion that it is adequate
for September 30, 1999.  Note 3 presents a comparison of the activity in this
account.

     Securities.  Management determines the classification of its securities
at acquisition.  Securities that are deemed to be held to maturity are
accounted for by the amortized cost method.  These securities increased $5.4
million to $36.2 million at September 30, 1999, compared to $30.7 million at
December 31, 1998.  Available-for-sale securities reported at fair market
value decreased to $4.4 million at September 30, 1999.  Equity securities at
September 30, 1999, comprised of Federal Reserve Bank stock of $239 thousand,
Federal Home Loan Bank stock of $957 thousand and a $871 thousand investment
in Sumx Inc., decreased $120.  The Company's share of the loss reported by
Sumx Inc. for the period ended September 30, 1999 was $120 thousand.

     Liquidity.  Principal sources of liquidity for the Company are asset
cash flows, customer deposits and the ability to borrow against investment
securities and loans.  Principal and interest cash flows from investment
securities exceeded $16 million or 9% of average assets for the period ended
September 30, 1999.  The Company's cash and cash equivalents decreased $1.0
million to $5.8 million at September 30, 1999, compared to $4.8 million at
December 31, 1998.  Cash used by operating and investing activities decreased
by $2.3 million, while financing activities provided $3.3 million.

     Deposits.  Deposits increased to $154.8 million at September 30, 1999,
from $143.2 million at December 31, 1998, primarily due to an increase in
interest bearing deposits from the acquisition of two local Union Planters
branches.


<PAGE>

     Capital.  Stockholders' equity increased to $20.2 million at September
30, 1999, from $19.2 million at the end of 1998.  The ratio of Stockholders'
equity to assets decreased slightly to 10.31%.  At September 30, 1999, the
Company maintained a Tier 1 capital to net risk weighted assets ratio of
14.73%, a total capital to net risk weighted assets ratio of 15.41% and a
leverage ratio of 10.04%.  These levels exceed the minimum requirements of the
regulatory agencies of 4.00%, 8.00% and 3.00% respectively.



PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings

     None

Item 2.  Changes in Securities

     None

Item 3.  Defaults Upon Senior Securities

     None

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

     None

Item 5.  Other Information

     None.

Item 6.  Exhibits and Reports on Form 8-K

      (a)  Exhibits

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,
      incorporated by reference to Exhibit 3.2 to Registrant's
      Annual Report on Form 10-KSB filed with the Commission on
      March 31, 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.


<PAGE>

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 First National Bank 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 First National Bank 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 First National Bank and James J. Cole,
      incorporated by reference to Exhibit 10.03 to Registrant's
      Annual Report on Form 10-KSB filed with the Commission on
      March 30, 1999.

10.04 Salary Continuation Agreements dated September 26, 1994,
      between Britton & Koontz First National Bank and W. Page
      Ogden, Bazile R. Lanneau, Jr. and James J. Cole,
      incorporated by reference to Exhibit 10 to Registrant's
      Quarterly Report on Form 10-QSB filed with the Commission on
      November 14, 1994.

10.05 Systems Purchase Agreement dated January 22, 1996, between
      Britton & Koontz First National Bank and InterBank Systems,
      Inc., incorporated by reference to Exhibit 10.5 to the
      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 the
      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
      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.
      incorporated by reference to Exhibit 10.09 to Registrant's
      Annual Report on Form 10-KSB filed with the Commission on
      March 31, 1999.

10.10 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 31, 1999.

10.11 Voting Agreement dated December 3, 1998, among Britton &
      Koontz Capital Corporation, Sumx, 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 31, 1999.

10.12 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 31, 1999.

11    Statement re: computation of per share earnings

27    Financial Data Schedule


      (b)  Reports on Form 8-K

     None

<PAGE>




                            SIGNATURES



    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.







                         BRITTON & KOONTZ CAPITAL CORPORATION




November 15, 1999        /s/ W.Page Ogden
                         President and CEO




November 15, 1999        /s/ Bazile R. Lanneau, Jr.
                         Vice President and CFO



<PAGE>



                          EXHIBIT INDEX


Exhibit
Number          Item
-------         --------

11              Statement Regarding Computation of Per Share Earnings

27              Financial Data Schedule