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 June 30, 2000.

[  ]     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. ____

1,752,564 Shares of Common Stock,  Par Value $2.50,  were issued and outstanding
as of July 1, 2000.

Transitional Small Business Disclosure Format:      Yes ______   No       X
                                                                       ----

<PAGE>










                           BRITTON & KOONTZ CAPITAL CORPORATION
                                     AND SUBSIDIARY

PART I.     FINANCIAL INFORMATION

         Item 1.    Financial Statements (Unaudited)

         Consolidated Balance Sheets for June 30, 2000 and December 31, 1999

         Consolidated  Statements  of Income for the Three and Six Months Ended
         June 30, 2000 and June 30, 1999

         Consolidated Statements of Stockholders' Equity for the Six Months
         Ended June 30, 2000 and June 30, 1999

         Consolidated Statements of Cash Flows for the Six Months Ended
         June 30, 2000 and June 30, 1999

         Notes to the Consolidated Financial Statements.



<PAGE>
<TABLE>
<CAPTION>


             BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY

                        CONSOLIDATED BALANCE SHEETS

                   JUNE 30, 2000 AND DECEMBER 31, 1999

                                                                     June 30,         December 31,
                                                                       2000              1999
                                                                   ------------       ------------

ASSETS:
<S>                                                             <C>                  <C>

  Cash and due from banks:
     Non-interest bearing                                        $  6,236,840        $  5,450,435
     Interest bearing                                                 481,573             136,258
                                                                -------------        ------------
  Total cash and due from banks                                     6,718,413           5,586,693

  Federal funds sold                                                1,100,000             875,000
  Investment securities:
     Held-to-maturity (market value of $54,753,720 and
     $45,536,865, respectively)                                    55,726,092          46,553,344
     Available for sale, at fair value                              4,179,302           4,263,618
     Equity securities                                              2,174,243           1,948,876
  Loans, less unearned income of $64,665 in 2000 and
     $90,185 in 1999; and allowance for loan losses of
     $987,693 in 2000 and $835,576 in 1999                        156,976,993         139,140,966
  Bank premises and equipment, net of accumulated
    depreciation                                                    6,451,474           6,215,852
  Goodwill                                                          1,472,778           1,526,586
  Other real estate owned less
     Allowance for loses                                               67,538             102,719
  Accrued interest receivable                                       2,161,674           1,680,622
  Cash surrender value life insurance                                 791,621             759,130
  Other assets                                                        206,840             200,446
                                                                 ------------        ------------
  TOTAL ASSETS                                                   $238,026,968        $208,853,852
                                                                 ============        ============
  LIABILITIES:

  Deposits:
     Non-interest bearing                                          27,149,697          25,548,966
     Interest bearing                                             162,324,544         140,745,125
                                                                -------------        ------------
     Total deposits                                               189,474,241         166,294,091

  Securities sold under repurchase agreements                       1,200,000           1,482,445
  Federal Home Loan Bank advances                                  22,840,000          17,850,000
  Accrued Interest Payable                                          1,423,771             891,735
  Negative Goodwill, net of accumulated amortization of
     $2,363,401 in 2000 and $2,276,241 in 1999                        697,021             784,181
  Advances from borrowers for taxes & insurance                       299,798             433,907
  Accrued taxes and other liabilities                               1,423,160             965,752
                                                                -------------        ------------
  Total Liabilities                                               217,357,991         188,702,111
                                                                =============        ============
  STOCKHOLDERS' EQUITY:

  Common stock,  $2.50 par value per share; 12,000,000
     Shares authorized; 1,752,564 and 1,767,064 shares
     issued and outstanding in 2000 and 1999                        4,417,660           4,417,660
  Additional paid-in-capital                                        3,414,927           3,414,927
  Retained earnings                                                13,264,579          12,559,261
  Accumulated other comprehensive income                             (170,814)           (240,107)
                                                                   -----------         -----------
                                                                   20,926,352          20,151,741
  Cost of 14,500 shares of common stock held
     by the company                                                  (257,375)                  0
                                                                 ------------        ------------
     Total Stockholders' Equity                                    20,668,977          20,151,741
                                                                 ------------        ------------
     Total Liabilities and Stockholders' Equity                  $238,026,968        $208,853,852
                                                                 ============        ============


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

<PAGE>




                                 BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
                                          CONSOLIDATED STATEMENTS OF INCOME
                              FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999


                                                   Three Months Ended                 Six Months Ended
                                                         June                               June
                                                   2000          1999                2000          1999
                                               ------------   -----------         ----------    -----------
<S>                                            <C>             <C>                <C>           <C>

  INTEREST INCOME:
     Interest and fees on loans                  $3,407,805    $2,700,962         $6,530,371    $5,298,223
     Interest on investment securities:
         Taxable interest income                    953,995       697,680          1,825,709     1,381,943
         Exempt from federal taxes                   78,341        23,856            153,166        46,172
     Interest on federal funds sold                   7,517         8,840             12,691        37,864
                                                 ----------    ----------         ----------    ----------
         Total Interest Income                   $4,447,658    $3,431,338         $8,521,937    $6,764,202
                                                 ----------    ----------         ----------    ----------
  INTEREST EXPENSE:
     Interest on deposits                         1,765,809     1,291,941          3,352,774     2,628,213
     Interest on federal funds purchased
         And FHLB Advances                          302,570        55,768            549,944        75,798
     Interest on securities sold under
         repurchase agreements                       11,187        22,967             29,656        49,347
                                                  ---------    ----------         ----------    ----------
         Total Interest Expense                   2,079,566     1,370,676          3,932,374     2,753,358
                                                  ---------    ----------         ----------    ----------
  NET INTEREST INCOME                             2,368,092     2,060,662          4,589,563     4,010,844

  PROVISION FOR LOAN LOSSES                          90,000        45,000            160,000        90,000
                                                  ---------    ----------         ----------    ----------
  NET INTEREST INCOME AFTER PROVISION
     FOR LOAN LOSSES                              2,278,092     2,015,662          4,429,563     3,920,844
                                                  ---------    ----------         ----------    ----------
  OTHER INCOME:
     Service charge on deposit accounts             286,544       254,553            556,699       497,731
     Income from fiduciary activities                17,727        18,828             43,027        38,847
     Insurance premiums and commissions               5,758         9,742             10,941        14,534
     Gain/(loss) on sale of ORE                           0       (18,094)            38,819       (18,094)
     Gain/(loss) on sale of mortgage loans           12,666         6,299             20,336         9,821
     Amortization of negative goodwill               42,550        51,310             87,160       105,070
     Other real estate income                             0         3,000                  0         3,000
     Equity in investee losses                      (48,320)      (34,292)           (67,433)      (81,919)
     Other                                          135,034       133,575            274,545       285,702
                                                   --------     ---------          ---------     ---------
         Total Other Income                         451,959       424,921            964,094       854,692
                                                   --------     ---------          ---------     ---------
  OTHER EXPENSE:
     Salaries                                       869,944       753,069          1,747,653     1,479,619
     Employee benefits                              129,039        90,222            257,115       179,143
     Net occupancy expense                          137,830        98,699            263,966       189,293
     Equipment expense                              204,944       178,611            393,459       324,973
     FDIC assessment                                  8,407         9,999             16,377        19,999
     Stationery & supplies                           55,266        58,618             94,057       119,879
     Other real estate expense                          361        (1,243)             3,228         2,122
     Amortization of Premium                         26,904        18,336             53,808        36,672
     Other                                          365,857       339,335            714,434       652,046
                                                  ---------     ---------          ---------     ---------
         Total Other Expenses                     1,798,552     1,545,646          3,544,097     3,003,746
                                                  ---------     ---------          ---------     ---------
  INCOME BEFORE INCOME TAXES                        931,499       894,937          1,849,560     1,771,790

  Income Tax Expense                                302,016       300,087            617,723       609,307
                                                  ---------     ---------          ---------     ---------
  NET INCOME                                        629,483       594,850          1,231,837     1,162,483
                                                  =========     =========         ==========     =========
  EARNINGS PER SHARE DATA:

     Basic earnings per share                     $     .36     $     .34         $      .70    $      .66

     Diluted earnings per share                   $     .36     $     .34         $      .70    $      .66



                      The accompanying notes are an integral part of these financial statements

<PAGE>



                                           BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY

                                              STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

                                             FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999


                                                                                    Accumulated
                                                       Additional                      Other
                                   Common Stock         Paid-in        Retained     Comprehensive   Treasury
                                Shares     Amount       Capital        Earnings        Income        Stock          Total
                              ---------  ----------    ----------     -----------   ------------    --------     -----------
<S>                           <C>        <C>           <C>            <C>           <C>           <C>            <C>

  Balance December 31, 1998   1,767,064  $4,417,660    $3,414,927     $11,399,263      $17,333            0       $19,249,183


  Comprehensive Income:
     Net income                                                         1,162,483                                   1,162,483

     Other comprehensive
      Income (net of tax):
     Net change in
      unrealized Gain/
      (loss) on securities
     available for sale,
     net of taxes for $92,022                                                         (182,329)                      (182,329)

  Cash dividend declared
    $.30 per share                                                       (530,119)                                   (530,119)
                              ---------   ---------    ----------     -----------    ---------      -------       -----------
  Balance June 30, 1999       1,767,064  $4,417,660    $3,414,927     $12,031,627    ($164,996)     $     0       $19,699,218
                              =========   =========    ==========     ===========    =========      =======       ===========



  Balance December 31, 1999   1,767,064  $4,417,660    $3,414,927     $12,559,261    ($240,107)           0       $20,151,741

  Comprehensive Income:
     Net income                                                         1,231,837                                   1,231,837

     Other comprehensive
      Income (net of tax):
     Net change in
     unrealized Gain/
     (loss) on securities
     available for sale,
     net of taxes of $21,303                                                            69,293                         69,293

  Cash dividend declared
     $.30 per share                                                      (526,519)                                   (526,519)

  Treasury Stock
   Purchased @ cost             (14,500)                                                           (257,375)         (257,375)
                              ---------  ----------    ----------     -----------   ----------    ---------       -----------
  Balance June 30, 2000       1,752,564  $4,417,660    $3,414,927     $13,264,579    ($170,814)   ($257,375)      $20,668,977
                              =========  ==========    ==========     ===========   ==========    =========       ===========






<PAGE>


                                 BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY

                                         CONSOLIDATED STATEMENT OF CASH FLOWS

                                   FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999



                                                                        2000                1999
                                                                     ----------          ----------
<S>                                                               <C>                  <C>

 CASH FLOW FROM OPERATING ACTIVITIES:
     Net Income                                                    $  1,231,837        $  1,162,483

  Adjustments  to  reconcile  net  income  to net
         cash  provided  by  (used  in)
     operating activities:
     Deferred taxes                                                     (37,659)           (106,752)
     Provision for loan losses                                          160,000              90,000
     Provision for depreciation                                         312,594             261,708
     Federal Home Loan Bank stock dividends received                    (54,500)            (25,100)
     (Gain) loss on sale of other real estate                           (38,819)             18,094
     (Gain) loss on sale of loans                                       (20,336)             (9,821)
     Amortization of investment security premiums, net                  (22,437)             68,648
     Amortization of valuation adjustment on acquired loans              11,570              17,370
     Amortization of negative goodwill                                  (87,160)           (105,070)
     Amortization of premium                                             53,808              36,672
     Equity in investee (gain) loss                                      67,433              81,919
     Writedown of other real estate                                           0              15,690
     (Increase) decrease in accrued interest receivable                (481,052)            (72,038)
     (Increase) decrease in cash surrender value                        (32,491)            (26,348)
     (Increase) decrease in other assets                                 (6,394)             98,678
     Increase (decrease) in accrued interest payable                    532,036            (244,679)
     Increase (decrease) in other payables                              518,247             246,746
                                                                      ---------          ----------
     Net cash provided (used) by operating activities                 2,106,677           1,508,200
                                                                      =========          ==========

  CASH FLOW FROM INVESTING ACTIVITIES:
     Proceeds from sale of Federal Home Loan Bank stock                  30,600              26,500
     Proceeds from maturities and paydowns of
        investment securities                                         2,621,313           8,503,326
     Purchases of investment securities                             (11,618,015)         (7,937,921)
     Purchases of FHLB stock                                           (268,900)                  0
     (Increase) decrease in federal funds sold                         (225,000)                  0
     Net (increase)/decrease in loans                               (17,987,261)         (7,753,922)
     Purchases of premises and equipment                               (548,216)           (632,747)
     Proceeds from sales of other real estate                            74,000             190,000
     Acquisition of branches                                                  0           7,820,475
                                                                    -----------         -----------
     Net cash provided (used) by investing activities               (27,921,479)            215,711
                                                                    -----------         -----------

  CASH FLOWS FROM FINANCING ACTIVITIES:
     Net increase (decrease) in customer deposits                    13,156,971          (2,153,740)
     Net increase (decrease) in brokered deposits                    10,000,000                   0
     Net increase (decrease) in securities sold
         repurchase agreements                                         (282,445)           (625,000)
     Net increase (decrease) in federal funds purchased                       0           1,405,000
     Net increase (decrease) in FHLB advances                         4,990,000                   0
     Net increase (decrease) in advances from borrowers
         for taxes and insurance                                       (134,110)           (107,027)
     Acquisition of treasury stock                                     (257,375)                  0
     Cash dividends paid                                               (526,519)           (530,119)
                                                                    -----------         -----------
     Net cash provided (used) by financing activities                26,946,522          (2,010,886)
                                                                    -----------         -----------
  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    1,131,720            (286,975)

  CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                    5,586,693           4,810,627

  CASH AND CASH EQUIVALENTS AT END OF PERIOD                       $  6,718,413        $  4,523,652
                                                                   ============        ============




<PAGE>






                                 BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY

                                         CONSOLIDATED STATEMENT OF CASH FLOWS

                                   FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999




                                                                        2000               1999
                                                                     ----------         -----------
<S>                                                               <C>                  <C>

  Schedule of Non-Cash Investing and
         Financing Activities:

         Interest Paid                                             $  3,400,338        $  2,916,207


  ACQUISITION OF BRANCHES:

         Loans, net                                                           0           1,826,881
         Other branch premises (1)                                            0             200,000
         Accrued interest receivable                                          0              11,295
         Premises and equipment                                               0             785,220
         Goodwill                                                             0           1,100,100
         Deposits                                                             0         (11,662,141)
         Accrued interest payable                                             0             (81,830)
                                                                    -----------        ------------

         Cash and due from bank received
               From acquired branch                                           0          (7,820,475)





         (1)  Other branch premises were acquired with the intent of disposition
              and were placed directly into Other Real Estate.

   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
                     JUNE 30, 2000 AND DECEMBER 31, 1999


  Note 1. Presentation.  The accompanying consolidated balance sheet for Britton
  & Koontz Capital Corporation (the "Company") as of December 31, 1999, has been
  derived from the audited financial statements of the Company for the year then
  ended. The accompanying consolidated financial statements as of June 30, 2000,
  and June 30, 1999, 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
  1999 amounts have been reclassified to conform to the 2000 presentation.

  Note 2.  Nonperforming Assets.  Nonperforming assets at June 30, 2000 and
           December 31, 1999, were as follows:

                                                 06/30/00           12/31/99

                                                    (dollars in thousands)

         Nonaccrual loans by type
             Real estate                         $   373            $   373
             Installment                              14                 12
             Commercial and all other loans            1                 26
                                                 --------           --------
                Total nonaccrual loans               388                411
         Loan past due 90 days or more               467                306
                                                 --------           --------

               Total nonperforming loans             855                717
         Other real estate owned (net)                68                103
                                                --------           --------
                Total nonperforming assets       $   923            $   820
                                                ========           ========

         Nonperforming loans as a percent
         of loans, net of unearned interest
         and loans for sale                         .54%               .51%


  Allowance for Loan Losses.  The following  table reflects the  transactions in
  the allowance  for loan losses for the six months  periods ended June 30, 2000
  and 1999:

                                                  06/30/00           06/30/99

                                                    (dollars in thousands)

         Balance at beginning of year            $   836            $   747

         Provision charged to operations             160                 90
         Charge offs                                 (63)               (66)
         Recoveries                                   55                 10
                                                --------           --------
         Net recoveries (charge offs)                 (8)               (56)
                                                --------           --------
         Balance at end of period                $   988            $   781
                                                ========           ========

         Allowance for loan losses as a percent
         of loans, net of unearned interest
         and loans held for sale                    .63%               .61%



<PAGE>




  Item 2:  Management's Discussion and Analysis of Financial Condition
           and Results 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 six months  ended June
  30, 2000, to the same period in 1999.

                 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 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,  costs  and  other  effects  of legal  and  administrative
  proceedings,  and changes in federal, state or local legislative 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.

             Financial Condition

             Earning  Assets.  Earning  assets  averaged  $213.8  million in the
  second quarter of 2000, a $41.6 million (24%) increase from the second quarter
  1999  average  of  $172.2  million.  The  increase  was due to  growth  in the
  investment portfolio (28%) and strong loan growth (21%) in existing markets as
  well as the bank's expanding  presence  to  Vicksburg,  Mississippi  and Baton
  Rouge,  Louisiana.  Investment and loan growth has  been funded by an increase
  in deposits  and  borrowed  funds along with the reinvestment of proceeds from
  securities paydowns.

             Asset  Quality.  Several  key  measures  are used to  evaluate  and
  monitor  the  Company's   asset   quality.   These   measures   include  total
  delinquencies,  nonaccrual  loans and  other  real  estate  owned by the bank.
  Nonperforming loans at June 30, 2000, increased $168 thousand primarily due to
  increases in loans 90 days or more  delinquent  offset by a slight decrease in
  nonaccrual  loans. The breakdown of nonperforming  loans at June 30, 2000, and
  December 31, 1999,  respectively,  were nonaccrual  loans of $388 thousand and
  $411 thousand and loans past due ninety days or more of $467 thousand and $306
  thousand. Nonperforming loans as a percentage of loans, net of unearned income
  increased to .54 at June 30, 2000, compared to .51% at December 31, 1999.

             Allowance for Possible Loan Losses. The allowance for possible loan
  losses was  increased  to $988  thousand  at June 30,  2000,  compared to $781
  thousand at June 30, 1999. The ratio of the allowance for possible loan losses
  to loans, net of unearned income and loans held for sale, increased to .63% at
  June 30, 2000 from .61% at June 30, 1999.  The Company  regularly  reviews the
  reserve for possible loan losses to maintain an adequate  level to absorb loan
  losses that may be inherent in the portfolio.The bank's 1-4 family residential
  first  mortgage loans represent approximately 50% of the total portfolio with
  very little  history of loss.  Therefore, management  is of the  opinion  that
  the provision is adequate at June 30, 2000.  The bank reported net  chargeoffs
  for  the first six months of 2000 of $8 thousand compared $56 thousand for the
  same period in 1999.

             Other Real Estate. Other real estate decreased to $68 thousand from
  $103 thousand at December 31, 1999, due to the sale of one piece of property.


<PAGE>

             Securities.  Securities primarily consist of mortgage-backed,  U.S.
  government  agencies  and  municipal  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  $9.1  million  to $55.7  million at June 30,  2000,  as
  compared to $46.6 million at December 31, 1999.  The Company from time to time
  will  purchase   securities  and  hold  them  as  available  for  sale.  These
  securities,  which are marked to market,  amounted to $4.2 million at June 30,
  2000.  Equity  securities at June 30, 2000,  comprised of Federal Reserve Bank
  stock of $239  thousand,  Federal  Home Loan Bank stock of $1.3  million and a
  $684 thousand investment in Sumx, Inc.,  increased $225 thousand due primarily
  to the purchase of additional stock in the Federal Home Loan Bank.

             Liquidity. Principal sources of liquidity for the Company are asset
  cash flows,  customer  deposits and the ability to borrow  against  investment
  securities and loans. The Company's cash and cash  equivalents  increased $1.1
  million to $6.7 million at June 30, 2000, compared to $5.6 million at December
  31, 1999.  Cash provided by operating and  financing  activities  increased by
  $2.1 million and $26.9 million, respectively,  while investing activities used
  $27.9 million.

             Deposits.  Deposits  increased to $189.5  million at June 30, 2000,
  compared  to $166.3  million at December  31,  1999,  due to $10.0  million in
  Brokered CD's and $13.2 million from local customer deposits.

             Capital.  Shareholders'  Equity  totaled  $20.7 million at June 30,
  2000  compared  to $19.7 million a year earlier. The increase is primarily the
  result of net income over the most recent twelve months  totaling $2.3 million
  offset  by  $1.4 million  in  dividends  declared  on  common  stock and  the
  repurchase of 14,500 shares of common stock. The ratio of  Shareholders'
  equity to assets decreased to 8.68% at June 30, 2000, compared to 9.65% at the
  end of 1999,  due to growth in total assets.  The Company  maintained a Tier 1
  capital to risk  weighted  assets ratio at June 30, 2000,  of 13.16%,  a total
  capital to risk weighted assets ratio of 13.83% and a leverage ratio of 8.51%.
  These levels  substantially  exceed the minimum requirements of the regulatory
  agencies  for  well-  capitalized  institutions  of  6.00%,  10.00%  and 5.00%
  respectively.

             Results of Operations

             First six months of 2000 compared to the first six months of 1999

             Analysis of Net Income.  Net income  increased to $1.232 million or
  $.70 per share from $1.163 million or $.66 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.  Returns on average
  assets and average equity for the first half of 2000 were 1.11% and 11.96%,
  respectively.

             Analysis of Net Interest Income. Net interest income increased $579
  thousand or 14.4% to $4.6 million for the period ended June 30, 2000, due to a
  22% growth in average  earning  assets.  $514  thousand of the increase in net
  interest income was the result of volume  increases with the remainder  coming
  from slight increases in rates.  Interest income increased $1.8 million or 26%
  primarily on the strength of a 19% increase in average loan volumes along with
  a 35% increase in the Banks investment portfolio from leverage strategies.

             Provision for Loan Losses.  The Company increased the provision for
  loan loss expense to $160  thousand  during the current  year  compared to $90
  thousand in 1999, in an effort to keep pace with the growing loan portfolio.

             Non-Interest  Income.  Non-interest  income  increased  13% to $964
  thousand  primarily  on the  strength of growth in service  charges on deposit
  accounts  of $59  thousand  and  gains  from  sales of  mortgage  loans of $11
  thousand. The bank also sold one property previously held in other real estate
  for a gain of $39 thousand.


<PAGE>

             Non-Interest  Expense.  Non-interest  expense increased 18% or $540
  thousand  to $3.5  million  for the  six-month  period  ended  June 30,  2000.
  Salaries and employee benefits  accounted for approximately  two-thirds of the
  increase.  Equipment and occupancy expense  increased $143 thousand  primarily
  due to the addition of two new branches.

             Pretax Income.  The combination of all the above factors produced a
  4.4% increase in pretax income to $1.85 million  compared to $1.77 million for
  the same period in the previous year.

             Income Taxes.  Income taxes  increased to $618 thousand for the six
  months ended June 30, 2000, from $309 thousand for same period last year.



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

       (a) April 25, 2000; 2000 Annual Meeting of Shareholders

       (b) The following directors were re-elected by Shareholders at the
           Annual Meeting:

             For three-year terms expiring in 2003: (Class I) A. J. Ferguson,
             W. Page Ogden, Bethany L. Overton, and Robert R. Punches.

             For a two-year term expiring in 2002: (Class III) James J. Cole.

           Directors whose term of office as a director continued after the
           meeting and the expiration date of their current term are: W. W.
           Allen, Jr. (2001), Craig A. Bradford, DMD (2001), W. J. Feltus III
           (2001), C. H. Kaiser, Jr. (2002), Bazile R. Lanneau, Jr. (2002),
           Albert W. Metcalfe (2002).

       (c) The following  directors were elected by Shareholders at the Annual
           Meeting by the votes indicated:

                                    For       Against   Abstain      Total
                                  --------    -------   -------     --------

            A. J. Ferguson        1,270,758    8,998       0       1,279,756
            W. Page Ogden         1,270,758    8,998       0       1,279,756
            Bethany L. Overton    1,270,758    8,998       0       1,279,756
            Robert R. Punches     1,270,758    8,998       0       1,279,756

  Item 5.    Other Information

             None


<PAGE>

  Item 6.    Exhibits and Reports on Form 8-K

(a)      Exhibits



  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.

10.01Employment  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.
10.02Employment  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.

10.03Employment  Agreement  dated  December 31, 1998,  between  Britton & Koontz
     Capital Corporation 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.

10.04Salary  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-KSB filed with the  Commission  on
     November 14, 1994.

<PAGE>

10.05System  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.

10.06Independent  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/A,  Amendment
     Number 1, filed with the Commission on June 14, 1996.

10.07Britton & 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.

10.09Stock Purchase  Agreement  dated  December 3, 1998,  among 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 30, 1999.

10.10Investor Rights  Agreement  dated December 3, 1998,  among Britton & Koontz
     Capital  Corporation,  Summit Research,  Inc.,  Bazile R. Lanneau,  Jr. and
     Sumx,  Inc.  incorporated  by  reference to Exhibit  10.10 to  Registrant's
     Annual Report on Form 10-KSB filed with the Commission on March 30, 1999.

10.11Voting  Agreement  dated  December 3, 1998,  among Britton & Koontz Capital
     Corporation,  Summit Research, Inc. and Bazile R. Lanneau, Jr. incorporated
     by reference to Exhibit 10.11 to Registrant's  Annual Report on Form 10-KSB
     filed with the Commission on March 30, 1999.

10.12Management  Service  Agreement  dated  December  3, 1998,  among  Britton &
     Koontz  Capital  Corporation,   Sumx,  Inc.  and  Bazile  R.  Lanneau,  Jr.
     incorporated by reference to Exhibit 10.12 to Registrant's Annual Report on
     Form 10-KSB filed with the Commission on March 30, 1999.

11   Statement,  re: computation of per share earnings

27   Financial Data Schedule


(b)      Reports on Form 8-K

  The  Company  filed a report on Form 8-K,  dated  April  21,  2000,  reporting
  earnings for the first quarter ended March 31, 2000.

  The Company  filed a report on Form 8-K,  dated May 17, 2000,  to announce the
declaration of a semi-annual dividend.

<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




August 14, 2000                   /s/ W. Page Ogden
                                  -------------------------------------
                                  President and Chief Executive Office




August 14, 2000                   /s/ Bazile R. Lanneau, Jr.
                                  -------------------------------------
                                  Vice President and Chief Financial Officer