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, 2002.

[  ]     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. ____


2,109,055 Shares of Common Stock, Par Value $2.50, were issued and outstanding
as of July 1, 2002.


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

<PAGE>



                      BRITTON & KOONTZ CAPITAL CORPORATION
                                AND SUBSIDIARIES

PART I.     FINANCIAL INFORMATION


         Item 1.    Financial Statements (Unaudited)


                  Consolidated Balance Sheets for June 30, 2002 and December 31,
                  2001

                  Consolidated Statements of Income for the Three and Six Months
                  Ended June 30, 2002 and June 30, 2001

                  Consolidated Statements of Changes in Stockholders' Equity for
                  the Six Months Ended June 30, 2002 and June 30, 2001

                  Consolidated Statements of Cash Flows for the Six Months Ended
                  June 30, 2002 and June 30, 2001

                  Notes to the Consolidated Financial Statements


         Item 2.    Management's Discussion  and Analysis of Financial Condition
                    and Results of Operation



PART II.     OTHER INFORMATION


         Item 1.  Legal Proceedings

         Item 2.  Changes in Securities

         Item 3.  Defaults Upon Senior Securities

         Item 4.  Submission of Matters to a vote of Security holders.

         Item 5.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K

         Signature





<TABLE>
<CAPTION>





                           BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                          FOR THE PERIODS ENDED



                                 A S S E T S                                June 30,        December 31,
                                                                              2002              2001
                                                                        -----------------  ----------------
<S>                                                                     <C>                <C>
 Cash and due from banks:
       Non-interest bearing                                                  $ 7,667,010       $ 7,160,387
       Interest bearing                                                          675,030         7,398,849
                                                                        -----------------  ----------------
              Total cash and due from banks                                    8,342,040        14,559,236

 Federal funds sold                                                                    -         1,050,000
 Investment Securities:
       Held-to-maturity (market value, in 2002 and 2001,
           of $33,759,504 and $27,867,675, respectively)                      33,142,832        27,967,610
       Available-for-sale (amortized cost, in 2002 and 2001,
           of $56,470,743 and $53,590,873, respectively)                      58,361,322        54,665,874
       Equity securities, at cost less equity in unallocated losses              416,304           558,827
       Other equity securities                                                 3,204,900         3,163,900
 Loans, less unearned income of $19,068 in 2002 and
           $24,594 in 2001, and allowance for loan losses of
           $2,000,212 in 2002 and $2,036,083 in 2001                         176,864,284       177,603,099
 Loans held for sale                                                           1,456,632         5,415,543
 Bank premises and equipment, net                                              7,161,566         7,170,954
 Deposit Premium                                                               1,257,546         1,311,354
 Other real estate, net                                                        2,087,063         1,526,213
 Accrued interest receivable                                                   2,420,741         2,325,525
 Cash surrender value of life insurance                                          880,997           856,390
 Other assets                                                                    742,803           681,939
                                                                        -----------------  ----------------

 TOTAL ASSETS                                                              $ 296,339,030     $ 298,856,464
                                                                        =================  ================

                                 LIABILITIES

 Deposits
       Non-interest bearing                                                 $ 32,512,725      $ 33,165,781
       Interest bearing                                                      181,845,159       184,514,074
                                                                        -----------------  ----------------
              Total deposits                                                 214,357,884       217,679,855

 Federal Home Loan Bank advances                                              48,482,087        47,000,000
 Securities sold under repurchase agreements                                   2,185,000         3,098,017
 Accrued interest payable                                                        936,212         1,319,813
 Advances from borrowers for taxes and insurance                                 204,261           314,566
 Accrued taxes and other liabilities                                           1,050,984         1,153,073
                                                                        -----------------  ----------------
              Total liabilities                                              267,216,428       270,565,324
                                                                        -----------------  ----------------

                             STOCKHOLDERS' EQUITY

 Common stock - $2.50 par value per share;  12,000,000 shares
           authorized; 2,123,555 and 2,109,055 shares issued and
           outstanding in 2002 and 2001, respectively                          5,308,888         5,308,888
 Additional paid-in capital                                                    7,189,563         7,189,563
 Retained earnings                                                            15,636,847        15,373,489
 Accumulated other comprehensive income                                        1,244,679           676,575
                                                                        -----------------  ----------------
                                                                              29,379,977        28,548,515
 Cost of 14,500 shares of common stock held by the company                      (257,375)         (257,375)
                                                                        -----------------  ----------------
              Total stockholders' equity                                      29,122,602        28,291,140

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $ 296,339,030     $ 298,856,464
                                                                        =================  ================

</TABLE>

<PAGE>

<TABLE>
<CAPTION>








               BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF INCOME

                                                                 Three Months Ended                     Six Months Ended
                                                                      June 30,                              June 30,
                                                          ---------------------------------   -------------------------------------

                                                               2002              2001               2002                2001
                                                          ---------------   ---------------   -----------------   -----------------

<S>                                                       <C>               <C>               <C>                 <C>
 INTEREST INCOME:
 Interest and fees on loans                                  $ 3,694,531       $ 4,304,673         $ 7,487,549         $ 8,570,360
 Interest on investment securities:
     Taxable interest income                                     881,570           931,588           1,773,132           1,947,781
     Exempt from federal taxes                                   402,135           150,992             803,216             272,644
 Interest on federal funds sold                                    1,760             8,083              13,074              13,343
                                                          ---------------   ---------------   -----------------   -----------------

 Total interest income                                         4,979,996         5,395,336          10,076,971          10,804,128
                                                          ---------------   ---------------   -----------------   -----------------


 INTEREST EXPENSE:
 Interest on deposits                                          1,273,038         1,981,661           2,676,054           4,158,274
 Interest on other borrowed funds                                529,229           368,605           1,075,266             736,590
 Interest on securities sold under repurchase agreements          12,605            35,718              32,339              73,077
                                                          ---------------   ---------------   -----------------   -----------------

 Total interest expense                                        1,814,872         2,385,984           3,783,659           4,967,941
                                                          ---------------   ---------------   -----------------   -----------------


 NET INTEREST INCOME                                           3,165,124         3,009,352           6,293,312           5,836,187

 Provision for loan losses                                       135,000           120,000             328,000             285,000
                                                          ---------------   ---------------   -----------------   -----------------


 NET INTEREST INCOME AFTER PROVISION
 FOR LOAN LOSSES                                               3,030,124         2,889,352           5,965,312           5,551,187
                                                          ---------------   ---------------   -----------------   -----------------


 OTHER INCOME:
 Service charges on deposit accounts                             315,475           300,926             610,862             608,340
 Income from fiduciary activities                                  9,852            16,670              23,202              35,282
 Insurance premiums and commissions                                1,438             4,744               2,466              10,678
 Gain/(loss) on sale of ORE                                        7,710                 -             (12,192)             (4,912)
 Gain/(loss) on sale of mortgage loans                            55,525            73,726             127,478             103,505
 Gain/(loss) on sale of securities                                     -           129,287                   -             129,287
 Gain/(loss) on sale of premises & equipment                           -              (928)                  -                (928)
 Gain/(loss) on sale of other assets                              (2,250)                -              (5,350)                  -
 Other real estate income                                              -                 -                   -                   -
 Amortization of negative goodwill                                     -                 -                   -                   -
 Equity investee gains/(losses)                                  (72,575)          (58,227)           (142,523)           (108,325)
 Other                                                           128,505           138,506             301,665             311,250
                                                          ---------------   ---------------   -----------------   -----------------

 Total other income                                              443,680           604,704             905,607           1,084,177
                                                          ---------------   ---------------   -----------------   -----------------


 OTHER EXPENSES:
 Salaries                                                      1,193,457           905,473           2,377,701           1,926,140
 Employee benefits                                               196,765           164,023             396,867             323,077
 Director fees                                                    41,570            39,940              82,010              80,030
 Net occupancy expense                                           192,082           182,946             375,144             350,779
 Equipment expenses                                              245,681           221,166             476,796             429,988
 FDIC assessment                                                   9,347             9,776              18,616              20,181
 Stationery and supplies                                          69,909            57,795             124,957             115,218
 Other real estate expense                                         7,618             2,355              12,889               5,325
 Amortization of deposit premium                                  26,904            26,904              53,808              53,808
 Other                                                         1,307,503           481,447           1,755,572           1,006,551
                                                          ---------------   ---------------   -----------------   -----------------

 Total other expenses                                          3,290,836         2,091,825           5,674,361           4,311,097
                                                          ---------------   ---------------   -----------------   -----------------


 INCOME BEFORE INCOME TAX EXPENSE                                182,968         1,402,231           1,196,558           2,324,267

 Income tax expense                                               24,032           421,432             279,394             715,105
                                                          ---------------   ---------------   -----------------   -----------------


 NET INCOME                                                    $ 158,936         $ 980,799           $ 917,164         $ 1,609,162
                                                          ===============   ===============   =================   =================


 EARNINGS PER SHARE DATA:

 Basic earnings per share                                         $ 0.08            $ 0.47              $ 0.43              $ 0.76
 Basic weighted shares outstanding                             2,109,055         2,109,055           2,109,055           2,108,889

 Diluted earnings per share                                       $ 0.08            $ 0.46              $ 0.43              $ 0.76
 Diluted weighted shares outstanding                           2,113,799         2,110,935           2,112,136           2,111,190



</TABLE>

<PAGE>

<TABLE>
<CAPTION>






                                       BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                     FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001




                                                                                            Accumulated
                                      Common Stock           Additional                        Other                       Total
                                -------------------------     Paid-in        Retained      Comprehensive    Treasury   Stockholders'
                                  Shares        Amount        Capital        Earnings          Income         Stock        Equity
                                ----------   ------------   -----------    ------------   --------------  ----------- --------------

<S>                             <C>          <C>            <C>            <C>            <C>             <C>         <C>
 Balance at December 31, 2000   2,101,534     $5,290,085    $ 7,156,245    $13,412,231     $  (77,565)    $(257,375)   $ 25,523,621

 Comprehensive Income:
     Net income                         -              -              -      1,609,162              -                     1,609,162

     Other comprehensive
        income (net of tax):
     Net change in unrealized
     gain/(loss)on securities
     available for sale, net
     of taxes for $398,261                                                                    675,061                       675,061

 Cash Dividend declared
        $.30 per share                                                        (632,716)                                    (632,716)

 Issuance of common stock           7,521         18,803         33,318                                                      52,121

                                ----------   ------------   -----------    ------------   --------------  ----------  -------------
 Balance at June 30, 2001       2,109,055     $5,308,888    $ 7,189,563    $14,388,677     $  597,496     $(257,375)   $ 27,227,249
                                ==========   ============   ===========    ============   ==============  ==========  ==============


 Balance at December 31, 2001   2,109,055     $5,308,888    $ 7,189,563    $15,373,489     $  676,575     $(257,375)   $ 28,291,140

 Comprehensive Income:
     Net income                         -              -              -        917,164              -                       917,164

     Other comprehensive
        income (net of tax):
     Net change in unrealized
     gain/(loss)on securities
     available for sale, net
     of taxes for $281,740                                                                    476,500                       476,500

     Other Comprehensive gains
     from derivates, net
     of reclassification
     adjustment of $19,634                                                                     91,604                        91,604


 Cash Dividend declared
        $.31 per share                                                        (653,807)                                    (653,807)

                                ----------   ------------   -----------    ------------   -------------   -----------   -----------
 Balance at June 30, 2002       2,109,055     $5,308,888    $ 7,189,563    $15,636,847    $ 1,244,679     $(257,375)    $29,122,602
                                ==========   ============   ===========    ============   ==============  ===========   ===========


</TABLE>

<PAGE>




<TABLE>
<CAPTION>



              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF CASH FLOWS
                   PERIODS ENDED JUNE 30,

                                                                                     2002             2001
                                                                                 --------------   -------------

<S>                                                                              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                                                          $ 917,164     $ 1,609,162
 Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
        Deferred income taxes                                                          403,083         178,486
        Provision for loan losses                                                      270,000         285,000
        Provision for losses on foreclosed real estate                                       -               -
        Provision for depreciation                                                     389,029         366,918
        Stock dividends received                                                       (41,000)        (48,000)
        (Gain)/loss on sale of other real estate                                        12,192           4,912
        (Gain)/loss on sale of other repossessed assets                                  5,350
        (Gain)/loss on sale of mortgage loans                                         (127,478)       (103,505)
        (Gain)/loss on sale of investment securities                                         -        (129,287)
        (Gain)/loss on sale of premises and equipment                                        -             925
        Amortization/(accretion) of investment security
        premiums (discounts), net                                                      (40,532)        (85,134)
        Amortization of valuation adjustment on acquired loans                           5,190           7,790
        Amortization of negative goodwill                                                    -               -
        Amortization of deposit premium                                                 53,808          53,808
        Equity in investee (gains)/losses                                              142,523         108,325
        Writedown of other real estate                                                 138,725           9,999
        Writedown of other repossessed assets                                            2,900               -
        (Increase)/decrease in accrued interest receivable                             (95,216)        384,459
        (Increase)/decrease in cash surrender value                                    (24,607)        (29,809)
        (Increase)/decrease in other assets                                             54,596         319,529
        (Increase)/decrease in accrued interest payable                               (383,601)       (737,609)
        (Increase)/decrease in accrued taxes and other liabilities                    (505,553)        242,809

                                                                                 --------------   -------------

        Net cash provided (used) by operating activities                             1,176,573       2,438,778
                                                                                 --------------   -------------


 CASH FLOWS FROM INVESTING ACTIVITIES
        (Increase)/decrease in federal funds sold                                    1,050,000        (610,000)
        Proceeds from sales, maturities and paydowns
        of investment securities                                                     7,165,902      13,154,616
        Redemption of FHLB stock                                                             -               -
        Purchase of FHLB stock                                                               -               -
        Purchases of investment securities                                         (15,519,539)    (15,015,071)
        (Increase)/decrease in loans                                                 3,396,343       1,976,646
        Proceeds from sale and transfers of other real estate                          361,329          52,983
        Proceeds from sale and transfers of other repossessed assets                    48,850               -
        Proceeds from sale of premises and equipment                                         -          20,964
        Proceeds from sale of premises and equipment                                         -               -
        Purchase of premises and equipment                                            (379,641)       (368,459)

                                                                                 --------------   -------------

        Net cash provided (used) by financing activities                            (3,876,756)       (788,321)
                                                                                 --------------   -------------


 CASH FLOWS FROM FINANCING ACTIVITIES
        Increase /(decrease) in customer deposits                                   (3,321,971)      9,820,864
        Increase /(decrease) in brokered deposits                                            -     (10,000,000)
        Increase /(decrease) in securities sold under
        repurchase agreements                                                         (913,017)       (235,000)
        Increase /(decrease) in federal funds purchased                                      -               -
        Increase /(decrease) in FHLB advances                                        1,482,087         325,000
        Increase /(decrease) in advances from borrowers
        for taxes and insurance                                                       (110,305)       (209,932)
        Cash dividends paid                                                           (653,807)       (632,716)
        Acquisition of treasury stock                                                        -               -
        Common stock issued                                                                  -          52,121

                                                                                 --------------   -------------

        Net cash provided (used) by financing activities                            (3,517,013)       (879,663)
                                                                                 --------------   -------------


 Net Increase/(decrease)  in cash and due from banks                                (6,217,196)        770,794
                                                                                 --------------   -------------


 Cash and due from banks at beginning of period                                     14,559,236       7,958,878
                                                                                 --------------   -------------


 Cash and due from banks at end of period                                          $ 8,342,040     $ 8,729,672
                                                                                 ==============   =============




</TABLE>

<PAGE>

<TABLE>
<CAPTION>




              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                              PERIODS ENDED JUNE 30,



 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                  2002             2001
                                                                                 --------------   -------------

<S>                                                                             <C>              <C>


        Cash paid during the year for interest                                     $ 4,167,260     $  5,705,550
                                                                                 ==============   =============


        Cash paid during the year for income taxes                                 $   779,896     $    728,008
                                                                                 ==============   =============


         Transfers of other real estate to loans                                   $ 1,073,096     $          -
                                                                                 ==============   =============


         Transfers from loans foreclosed to other real estate                      $   107,654     $          -
                                                                                 ==============   =============


         Total increase (decrease) in unrealized gains (losses)
         on securities available for sale                                          $  (569,494)    $  1,067,724
                                                                                 ==============   =============


         Total increase (decrease) on deferred income taxes
         on unrealized gains on securities available for sale                      $  (212,421)    $    398,261
                                                                                 ==============   =============


        Transfer of debt securities , net                                          $         -     $ 46,101,893
                                                                                 ==============   =============


         Derivative gain, net of reclassification adjustment                       $    91,604     $          -
                                                                                 ==============   =============



</TABLE>

<PAGE>


              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                       JUNE 30, 2002 AND DECEMBER 31, 2001


Note A.  Basis of Presentation

     The  accompanying  consolidated  balance sheet for Britton & Koontz Capital
Corporation  (the  "Company") as of December 31, 2001, 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,  2002,  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  2001  amounts  have been
reclassified to conform to the 2002 presentation.


Note B.  Nonperforming Assets.

     Nonperforming  assets  at June 30,  2002 and  December  31,  2001,  were as
follows:

                                                   06/30/02           12/31/01
                                                      (dollars in thousands)
         Nonaccrual loans by type
             Real estate                       $     1,210          $     750
             Installment                                69                 86
             Commercial and all other loans            266                449
                                                ----------         ----------
                Total nonaccrual loans               1,545              1,285
         Loans past due 90 days or more                723              1,510
                                                ----------         ----------
               Total nonperforming loans             2,268              2,795
         Other real estate owned (net)               2,087              1,526
                                                ----------         ----------
                Total nonperforming assets     $     4,355         $    4,321
                                                ==========         ==========
         Nonperforming loans as a percent
         of loans, net of unearned interest
         and loans held for sale                     1.27%              1.56%


Note C.  Allowance for Loan Losses

     The following  table  reflects the  transactions  in the allowance for loan
losses for the six months ended June 30, 2002 and 2001:

                                                  06/30/02           06/30/01

                                                     (dollars in thousands)

         Balance at beginning of year           $    2,108         $    1,884

         Provision charged to operations               270                285

         Charge offs                                  (494)              (185)
         Recoveries                                     58                 52
                                                ----------         ----------
         Net recoveries (charge offs)                 (436)              (133)
                                                ----------         ----------
         Balance at end of period               $    1,942         $    2,036
                                                ==========         ==========

         Allowance for loan losses as a percent
         of loans, net of unearned interest
         and loans held for sale                     1.08%              1.10%



<PAGE>


Note D.  Interest Rate Risk management

     On May 9, 2002,  the Bank entered into an  off-balance  sheet interest rate
swap agreement to convert  existing prime based loans to a fixed rate. Under the
terms  of the  agreement,  the  Bank  receives  a fixed  rate of  7.635%  and is
obligated  to pay a  floating  rate  based on  USD-Prime-H.15,  calculated  on a
contractual notional amount of $5,000,000.  The original term is for five years,
expiring May 10, 2007. The fair value of this  derivative,  designated as a cash
flow hedge, and considered highly effective was $91,604 at June 30, 2002, and is
reflected in other assets.

Note E.  Sumx Inc.

     On July 31, 2002, Sumx Inc., a 37% owned  subsidiary of the Company,  filed
suit for a Declaratory  Judgment  against  Diebold  Incorporated  ("Diebold") to
terminate the License and Strategic Alliance Agreement entered into as of May 7,
2001, between Sumx and Diebold.  Under that agreement,  Diebold has the right to
market,  sublicense,  install  and  support  Sumx'  Internet  banking  solution,
SumxNet,  to  financial  institutions.  For  24  months,  Diebold's  rights  are
exclusive  among third party  vendors.  In the suit,  Sumx  alleges that Diebold
failed to use reasonable commercial efforts to market,  advertise and sublicense
SumxNet.  Sumx  retains the right to market its products  directly.  Pending the
outcome of litigation and related negotiations, Sumx intends to continue support
for Diebold under the agreement  and to seek  additional  sources of capital and
funding which may include outright sale of the company.

     The  Company's  carrying  value of its  $1.25  million  investment  is $418
thousand  plus a related tax asset of  approximately  $310  thousand.  Under the
equity  method of  accounting  the Company  has been  required to write down its
investment by its proportionate  share of the net operating losses of Sumx since
1998.


  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, 2002, to the
same period in 2001.


             Financial Condition

     Earning  Assets.  Earning  assets  averaged  $279.5  million during the six
months ended June 30, 2002, a $25.2 million (10%) increase  compared to the same
period a year ago. The increase  was due to growth in the  investment  portfolio
(9%), primarily municipal securities.  Investment growth was funded with Federal
Home Loan Bank advances 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.  The  nonperforming  loan ratio
decreased to 1.27% from 1.56% at December 31, 2001. A breakdown of nonperforming
loans at June 30, 2002, and December 31, 2001, respectively, is shown in Note B.

     Allowance for Loan Losses. The allowance for loan losses remained stable at
$2.0 million at June 30,  2002.  The ratio of the  allowance  for loan losses to
loans,  net of unearned  income and loans held for sale,  decreased  to 1.08% at
June 30, 2002, from 1.10% at June 30, 2001. Net charge offs increased during the
first half of 2002 to $436 thousand  compared to $133  thousand  during the same
period a year ago. The Company  regularly reviews the reserve for loan losses in
order to maintain an adequate  level to absorb  probable loan losses that may be
inherent in the portfolio.  1-4 family  residential  mortgage loans which have a
history of low losses  constitute over 30% of the loan portfolio.  Management is
of the opinion that the provision is adequate as of June 30, 2002.

     Other Real  Estate.  Other real estate  (ORE)  increased to $2.1 million at
June 30, 2002,  from $1.5 million at December 31, 2001.  The Company  recognized
that the bank held properties  that would go to foreclosure  after the reporting
period of June 30, 2002, and moved $936 thousand to insubstance foreclosure. The
increases in ORE were offset by writing down the value in a commercial  property


<PAGE>

owned in New  Orleans,  LA.  that was  brought  into the  portfolio  through the
Company's  acquisition of Louisiana Bank and Trust in December 2000. The bank is
actively  promoting the sale of property owned and has sold four properties this
year. The activity in ORE is presented in the table below.


Other Real Estate Activity


Balance at December 31, 2001                                       $ 1,526

      Writedowns                                       (139)
      Sales                                            (374)
      Foreclosures                                    1,074            561
                                                 --------------  -----------

Balance at June 30, 2002                                          $  2,087


     Securities.  Securities  primarily consist of  mortgage-backed,  municipal,
corporate   and   agency   securities.   Securities   that  are   deemed  to  be
held-to-maturity are accounted for by the amortized cost method while securities
in the available-for-sale categories are accounted for at fair value. Management
determines the  classification  of its securities at acquisition.  Approximately
$46 million of the  Company's  held-to-maturity  portfolio  was  transferred  to
available-for-sale pursuant to the adoption of FAS 133 on January 1, 2001. Total
investment  securities increased 10% to $91.9 million.  Other equity securities,
comprised  primarily of Federal  Reserve Bank stock of $372 thousand and Federal
Home  Loan  Bank  stock  of $2.8  million,  increased  $41  thousand  due to the
retention of dividend income.

     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  decreased $6.2 million to
$8.3  million at June 30,  2002 due to a  temporary  year end 2001  increase  in
public funds deposits of $8 million.  This amount was subsequently invested into
other  securities.  Cash  provided by  operating  activities  increased  by $1.2
million,  while  investing and financing  activities used $3.9 and $3.6 million,
respectively.

     Deposits.  Customer deposits  decreased to $214.4 million at June 30, 2002,
compared to $217.7  million at December 31, 2001 due to normal  fluctuations  in
public funds deposits. Core deposits remained relatively stable.

     Capital.  Shareholders'  equity  totaled  $29.0  million at June 30,  2002,
compared to $28.3  million at December 31, 2001.  The increase is primarily  the
result of net income,  dividend payments and comprehensive income over the first
six  months   totaling  $917   thousand,   $569  thousand  and  $654   thousand,
respectively.  Comprehensive  income  is  the  result  of  unrealized  gains  in
available-for-sale  securities and the  recognition of the fair value of certain
derivative instruments. The ratio of shareholders' equity to assets increased to
9.8% at June 30, 2002, from 9.5% at December 31, 2001. The Company  maintained a
total capital to risk weighted assets ratio of 15.05%,  a Tier 1 capital to risk
weighted  assets  ratio of 14.00% and a leverage  ratio of 9.01%.  These  levels
substantially  exceed the minimum  requirements  of the regulatory  agencies for
well-capitalized institutions of 10.00%, 6.00% and 5.00% respectively.


             Results of Operations

     Analysis of Net Income.  Net income for the six months  ended June 30, 2002
was $917 thousand or $.43 per diluted share, compared to $1,609 thousand or $.76
per diluted share for the same period  ending June 30, 2001.  Net income for the
second  quarter of 2002 was $159 thousand or $.08 per diluted  share, a decrease
from $981  thousand  or $.46 per diluted  share  during the same period in 2001.
Second quarter net income includes pre-tax charges of $134 thousand in valuation
write down of other real estate owned acquired in the December 2000  acquisition
of Louisiana Bank and Trust in Baton Rouge,

<PAGE>


  Louisiana, and $549 thousand charge-off of all debt and receivables from Sumx
  Inc. The Company holds a 37% preferred equity interest in Sumx, an Internet
  banking solutions provider since 1996 (See Note E for further description of
  the Company's relationship to Sumx Inc.) Other factors contributing to the
  decrease were increases to salaries and benefits along with marketing and
  public relations expense as the Company prepares for expansion in the Baton
  Rouge, Louisiana and Vicksburg Mississippi markets. Along with the expansions
  into the new markets, management expects that future earnings will continue to
  be reduced by personnel, marketing, training and facilities costs. Current
  plans include two additional locations in Vicksburg and a main office
  relocation and branch improvements in Baton Rouge.

     Analysis of Net Interest  Income.  Net interest income (NII), the amount by
which interest income on loans,  investments  and other interest  earning assets
exceed  interest  expense on deposits and other borrowed  funds,  increased $457
thousand or 8% to $6.3  million for the period  ended June 30,  2002,  from $5.8
million during the first half of 2001. The growth is primarily  attributable  to
rate variances.  Interest earned  decreased by $1.2 million and interest paid on
liabilities decreased by $1.7 million.

     The falling rate environment  provided for total interest earned on earning
assets to fall by $1.2 million while interest paid on costing  liabilities  fell
by  $1.7  million.   Both  volumes  of  average   earning   assets  and  average
interest-bearing liabilities increased but were offset by each other.

     Provision for Loan Losses. The Company assesses current economic conditions
and the  quality  of the loan  portfolio  on a regular  basis to  determine  the
adequacy of the allowance for loan losses. The provision for loan losses for the
first six months of 2002 was $270  thousand  compared to $285  thousand  for the
same period in 2001.

     Non-Interest  Income.  Non-interest  income decreased to $906 thousand from
$1.1 million due primarily to the sale of investment  securities  during the 1st
half of 2001. The bank's core income continues to remain strong.

     Non-Interest  Expense.  Non-interest  expense increased to $5.7 million for
the six month period ended June 30, 2002,  compared to $4.3 million for the same
period in 2001.  This  increase  was due  primarily to increases in salaries and
benefits  of $516  thousand,  marketing  and public  relations  expenses  of $87
thousand along with a $140 thousand  valuation  write-down of other real estate.
The  Company  also  charged  off loans  and  receivables  made to Sumx  Inc.  of
approximately $539 thousand.

     Pretax Income. The combination of the above factors produced a 48% decrease
in pretax income to $1.2 million compared to $2.3 million for the same period in
the previous year.

     Income  Taxes.  Income taxes  decreased to $279 thousand for the six months
ended June 30, 2002,  from $715 thousand for same period last year. The majority
of the  decrease is due  primarily to  additional  tax-free  municipal  security
purchases in the 4th quarter of 2001.



  PART II.  OTHER INFORMATION


         Item 1.  Legal Proceedings

                  None


         Item 2.  Changes in Securities

                  None


         Item 3.  Defaults Upon Senior Securities

                  None




<PAGE>

         Item 4.  Submission of Matters to a vote of Security holders.

(a)      April 25, 2002; 2002 Annual Meeting of Shareholders


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

                 For three-year terms expiring in 2005:(Class III) James J.Cole,
                 Bazile R. Lanneau, Jr., Albert W. Metcalfe, and R. Andrew Patty
                 II.


     Directors  whose term of office as a director  continued  after the meeting
and the  expiration  date of their current term are: A. J. Ferguson  (2003),  W.
Page Ogden (2003), Bethany L. Overton (2003) and Robert R. Punches (2003), W. W.
Allen, Jr., (2004),  Craig A. Bradford,  D.M.D.,  (2004),  and Vinod K. Thukral,
Ph.D. (2004),


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


                                  For        Against     Abstain       Total

        James J. Cole           1,305,750    107,800        0        1,413,550
        Bazile R. Lanneau, Jr.  1,305,750    107,800        0        1,413,550
        Albert W. Metcalfe      1,384,150     29,400        0        1,413,550
        R. Andrew Patty II      1,384,150     29,400        0        1,413,550



  Item 5.  Other Information

             None

  Item 6.    Exhibits and Reports on Form 8-K


(a)      Exhibits



                                  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.


<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.

     10.01  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,  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 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.

     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/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.  incorporated by reference to Exhibit
10.09 to Registrant's  Annual Report on Form 10-KSB filed with the Commission on
March 30, 1999.

     10.10 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 30, 1999.

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

<PAGE>


     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 30, 1999.

     11 Statement, re: computation of per share earnings



(b)      Reports on Form 8-K

     The  Company  filed a  current  report  on Form  8-K,  dated  May 7,  2002,
reporting first quarter 2002 earnings.

     The  Company  filed a  current  report on Form  8-K,  dated  May 29,  2002,
announcing a  semi-annual  dividend of $.31 per share  payable June 14, 2002, to
shareholders of record as of May 31, 2002.

     The  Company  filed a  current  report on Form 8-K,  dated  June 19,  2002,
reporting the election of W. Page Ogden as Chairman.




                 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.







<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, 2002
                                    /s/ W. Page Ogden
                                    President and Chief Executive Office




  August 14, 2002                  /s/ Bazile R. Lanneau, Jr.
                                   Vice President and Chief Financial Officer










<PAGE>








                                   EXHIBIT 11


                 STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE




<PAGE>

<TABLE>
<CAPTION>


                                                                     EXHIBIT 11

                                             Statement Re: Computation of Per Share Earnings




                                                                               Three Months Ended             Six Months Ended
                                                                           June                                     June
                                                     ----------------------------------    -------------------------------------
                                                          2002               2001                2002                2001
                                                     ----------------   ---------------    ------------------  -----------------

<S>                                                  <C>                <C>                <C>                 <C>
Basic:
   Average shares outstanding:                             2,109,055         2,109,055             2,109,055          2,108,889


                         Total                             2,109,055         2,109,055             2,109,055          2,108,889
                                                     ================   ===============    ==================  =================

Net income                                               $   158,936       $   980,799           $   917,164        $ 1,609,162
                                                     ================   ===============    ==================  =================

Net income per share                                     $      0.08       $      0.47           $      0.43        $      0.76
                                                     ================   ===============    ==================  =================






Diluted:
   Average shares outstanding:                             2,109,055         2,109,055             2,109,055          2,108,889

       Net effect of the assumed
       exercise of stock options
       based on the treasury stock
       method using average market prices                      4,744               844                 3,081              1,390
                                                     ----------------   ---------------    ------------------  -----------------

                         Total                             2,113,799         2,109,899             2,112,136          2,110,279
                                                     ================   ===============    ==================  =================

Net income                                               $   158,936       $   980,799           $   917,164        $ 1,609,162
                                                     ================   ===============    ==================  =================

Net income per share                                     $      0.08       $      0.46           $      0.43        $      0.76
                                                     ================   ===============    ==================  =================



</TABLE>