UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-QSB

(Mark One)

[X]   Quarterly  Report  Under  Section 13 or 15(d) of the  Securities  Exchange
       Act of 1934 For the Quarterly Period Ended September 30, 2004.

[  ]  Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
       of 1934 For the transition period from ________ to ________

                         Commission File Number 0-22606



                      BRITTON & KOONTZ CAPITAL CORPORATION
        (Exact name of small business issuer as specified in its charter)


      Mississippi                                    64-0665423
(State of Incorporation)                (I.R.S. Employer Identification Number)

                   500 Main Street, Natchez, Mississippi 39120
                    (Address of principal executive offices)

                                  601-445-5576
                           (Issuer's telephone number)


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 [ ]


State the number of shares outstanding of each of the issuer's classes of common
                  equity, as of the latest practicable date:

       2,116,316 Shares of Common Stock, Par Value $2.50, were outstanding
                            as of November 1, 2004.



          Transitional Small Business Disclosure Format: Yes [ ] No [X]




<PAGE>


                      BRITTON & KOONTZ CAPITAL CORPORATION
                                AND SUBSIDIARIES

                                      INDEX


PART I.     FINANCIAL INFORMATION


         Item 1.    Financial Statements

                  Consolidated Statements of Condition
                  Consolidated Statements of Income
                  Consolidated Statements of Changes in Stockholders' Equity
                  Consolidated Statements of Cash Flows
                  Notes to the Consolidated Financial Statements


         Item 2.    Management's Discussion and Analysis or Plan of Operation

         Item 3.  Controls and Procedures



PART II.     OTHER INFORMATION


         Item 6.  Exhibits



SIGNATURES


CERTIFICATIONS




<PAGE>




PART I            FINANCIAL INFORMATION

         Item 1.  Financial Statements



<PAGE>



<TABLE>
<CAPTION>



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




                                                A S S E T S


                                                                          September 30,     December 31,
 ASSETS:                                                                      2004              2003
                                                                        -----------------  ----------------
<S>                                                                     <C>                <C>
 Cash and due from banks:
       Non-interest bearing                                                  $ 7,724,170       $ 7,390,638
       Interest bearing                                                        1,212,131           969,117
                                                                        -----------------  ----------------
              Total cash and due from banks                                    8,936,301         8,359,755

 Federal funds sold                                                                    -            41,361
 Investment Securities:
       Held-to-maturity (market value, in 2004 and 2003,
           of $42,127,857 and $44,002,578, respectively)                      40,389,990        42,289,409
       Available-for-sale (amortized cost, in 2004 and 2003,
           of $89,427,344 and $92,186,797, respectively)                      90,823,349        93,663,436
       Equity securities                                                       5,367,800         5,181,800
 Loans, less unearned income of $2,404 in 2004 and
           $3,931 in 2003, and allowance for loan losses of
           $2,343,812 in 2004 and $2,070,162 in 2003                         218,391,957       204,521,159
 Loans held for sale                                                           1,394,850         3,102,006
 Bank premises and equipment, net                                              8,188,498         8,596,254
 Other real estate                                                             1,325,337         1,741,127
 Accrued interest receivable                                                   2,130,384         2,095,662
 Cash surrender value of life insurance                                          936,194           905,090
 Deposit Premium                                                               1,015,410         1,096,122
 Other assets                                                                  3,398,319         2,813,267
                                                                        -----------------  ----------------

 TOTAL ASSETS                                                              $ 382,298,389     $ 374,406,448
                                                                        =================  ================




                                   LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                          September 30,     December 31,
 LIABILITIES:                                                                 2004              2003
                                                                        -----------------  ----------------
 Deposits
       Non-interest bearing                                                 $ 36,892,897      $ 37,523,263
       Interest bearing                                                      187,524,619       195,410,519
                                                                        -----------------  ----------------
              Total deposits                                                 224,417,516       232,933,782

 Federal Home Loan Bank advances                                              95,755,352        87,575,761
 Federal funds purchased                                                       8,625,000         4,550,000
 Securities sold under repurchase agreements                                  11,080,516         9,935,300
 Accrued interest payable                                                        910,803           830,498
 Advances from borrowers for taxes and insurance                                 340,305           367,375
 Accrued taxes and other liabilities                                           4,797,607         3,017,133
 Trust Preferred Securities                                                    5,000,000         5,000,000
                                                                        -----------------  ----------------
              Total liabilities                                              350,927,099       344,209,849
                                                                        -----------------  ----------------

 COMMITMENTS AND CONTINGENCIES

 STOCKHOLDERS' EQUITY:
 Common stock - $2.50 par value per share;
       12,000,000 shares authorized; 2,130,816 and 2,127,587 issued;
       2,116,316 and 2,113,087 outstanding for September 30, 2004
       and December 31, 2003, respectively                                     5,327,040         5,318,968
 Additional paid-in capital                                                    7,254,113         7,225,408
 Retained earnings                                                            18,038,985        16,690,918
 Accumulated other comprehensive income                                        1,008,527         1,218,680
                                                                        -----------------  ----------------
                                                                              31,628,665        30,453,974
 Cost of 14,500 shares of common stock held by the company                      (257,375)         (257,375)
                                                                        -----------------  ----------------
              Total stockholders' equity                                      31,371,290        30,196,599

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $ 382,298,389     $ 374,406,448
                                                                        =================  ================

</TABLE>
<PAGE>


<TABLE>
<CAPTION>

              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

                                                                    Three Months Ended                   Nine Months Ended
                                                                      September 30,                        September 30,
                                                             --------------------------------    ---------------------------------

                                                                  2004             2003               2004              2003
                                                             ---------------   --------------    ---------------   ---------------

 INTEREST INCOME:
<S>                                                          <C>               <C>               <C>               <C>
 Interest and fees on loans                                     $ 3,529,397      $ 3,669,958        $10,483,266       $10,995,123
 Interest on investment securities:
     Taxable interest income                                      1,045,754          728,396          3,066,327         2,513,751
     Exempt from federal taxes                                      408,467          392,374          1,222,681         1,175,882
 Interest on federal funds sold                                         167              311              2,091            10,345
                                                             ---------------   --------------    ---------------   ---------------

 Total interest income                                            4,983,785        4,791,039         14,774,365        14,695,101
                                                             ---------------   --------------    ---------------   ---------------


 INTEREST EXPENSE:
 Interest on deposits                                               828,398          968,181          2,482,942         3,065,869
 Interest on other borrowed funds                                   779,103          595,565          2,184,368         1,688,768
 Interest on securities sold under repurchase agreements             40,215           12,291             99,536            32,739
                                                             ---------------   --------------    ---------------   ---------------

 Total interest expense                                           1,647,716        1,576,037          4,766,846         4,787,376
                                                             ---------------   --------------    ---------------   ---------------


 NET INTEREST INCOME                                              3,336,069        3,215,002         10,007,519         9,907,725

 Provision for loan losses                                          120,000           60,000            360,000           330,000
                                                             ---------------   --------------    ---------------   ---------------


 NET INTEREST INCOME AFTER PROVISION
 FOR LOAN LOSSES                                                  3,216,069        3,155,002          9,647,519         9,577,725
                                                             ---------------   --------------    ---------------   ---------------


 OTHER INCOME:
 Service charges on deposit accounts                                359,169          358,389          1,001,770         1,007,044
 Income from fiduciary activities                                    10,142            9,408             34,604            32,510
 Insurance premiums and commissions                                     (51)            (461)              (639)             (639)
 Gain/(loss) on sale of ORE                                           7,536                -            (42,970)           (5,953)
 Gain/(loss) on sale of mortgage loans                               75,440          182,187            268,209           506,383
 Gain/(loss) on sale of premises & equipment                              -          (45,612)           173,445           (45,612)
 Gain/(loss) on sale of other assets                                  8,299                -                193               (71)
 Other                                                              166,571          230,815            527,592           597,595
                                                             ---------------   --------------    ---------------   ---------------

 Total other income                                                 627,106          734,726          1,962,204         2,091,257
                                                             ---------------   --------------    ---------------   ---------------


 OTHER EXPENSES:
 Salaries                                                         1,377,590        1,476,303          4,669,754         4,291,838
 Employee benefits                                                  241,353          348,638            728,486           783,010
 Director fees                                                       48,385           42,335            142,255           129,322
 Net occupancy expense                                              241,083          212,567            687,385           601,129
 Equipment expenses                                                 248,002          249,542            713,836           730,592
 FDIC assessment                                                      8,657            8,941             26,200            26,793
 Stationery and supplies                                             56,374           66,598            178,841           212,351
 Other real estate expense                                           13,057           24,626             40,968            48,331
 Amortization of deposit premium                                     26,904           26,904             80,712            80,712
 Other                                                              662,673          670,191          1,792,413         1,870,344
                                                             ---------------   --------------    ---------------   ---------------

 Total other expenses                                             2,924,078        3,126,645          9,060,850         8,774,422
                                                             ---------------   --------------    ---------------   ---------------


 INCOME BEFORE INCOME TAX EXPENSE                                   919,097          763,083          2,548,873         2,894,560

 Income tax expense                                                 200,162          176,289            524,619           853,942
                                                             ---------------   --------------    ---------------   ---------------


 NET INCOME                                                       $ 718,935        $ 586,794        $ 2,024,254       $ 2,040,618
                                                             ===============   ==============    ===============   ===============


 EARNINGS PER SHARE DATA:

 Basic earnings per share                                            $ 0.34           $ 0.28             $ 0.96            $ 0.97
                                                             ===============   ==============    ===============   ===============

 Basic weighted shares outstanding                                2,116,070        2,113,087          2,114,089         2,113,087
                                                             ===============   ==============    ===============   ===============


 Diluted earnings per share                                          $ 0.34           $ 0.28             $ 0.96            $ 0.96
                                                             ===============   ==============    ===============   ===============

 Diluted weighted shares outstanding                              2,119,959        2,116,673          2,117,806         2,115,390
                                                             ===============   ==============    ===============   ===============

 DIVIDENDS PER SHARE                                                    $ -              $ -             $ 0.32            $ 0.32
                                                             ===============   ==============    ===============   ===============




</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                      BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                      FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003




                                                                                             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, 2002               2,113,087  $ 5,318,968 $ 7,225,408 $15,304,539  $ 1,737,934   $ (257,375)  $ 29,329,474

 Comprehensive Income:
     Net income                                                                  2,040,618                                2,040,618

     Other comprehensive income (net of tax):
     Net change in unrealized gain/(loss)
      on securities available for sale, net
      of taxes for $348,593                                                                    (585,790)                   (585,790)
     Other Comprehensive gains from
      derivates, net of reclassification
      adjustment of $4,282                                                                       (7,198)                     (7,198)

 Cash Dividend declared
      $.32 per share                                                              (676,188)                                (676,188)

                                           ----------- ----------- ----------- ------------ -----------   -----------  ------------
 Balance at September 30, 2003              2,113,087  $ 5,318,968 $ 7,225,408 $16,668,969  $ 1,144,946   $ (257,375)  $ 30,100,916
                                           =========== =========== =========== ============ ===========   ===========  ============


 Balance at December 31, 2003               2,113,087  $ 5,318,968 $ 7,225,408 $16,690,918  $ 1,218,680   $ (257,375)  $ 30,196,599

 Comprehensive Income:
     Net income                                                                  2,024,254                                2,024,254

     Other comprehensive income (net of tax):
     Net change in unrealized gain/(loss)
      on securities available for sale, net
      of taxes of $30,077                                                                      (145,297)                   (145,297)
 Other Comprehensive gains from
      derivates, net of reclassification
      adjustment of $38,584                                                                     (64,856)                    (64,856)

 Stock options exercised                        3,229        8,072      28,705                                               36,777

 Cash Dividend declared
      $.32 per share                                                              (676,187)                                (676,187)

                                           ----------- ----------- ----------- ------------ -----------   -----------  ------------
 Balance at September 30, 2004              2,116,316  $ 5,327,040 $ 7,254,113 $18,038,985  $ 1,008,527   $ (257,375)  $ 31,371,290
                                           =========== =========== =========== ============ ===========   ===========  ============


</TABLE>
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                           2004                    2003
                                                                                    -------------------     -------------------

 CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                   <C>                     <C>
 Net income                                                                            $  2,024,254            $  2,040,618
 Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
            Deferred income taxes                                                            70,113                 315,894
            Provision for loan losses                                                       360,001                 330,000
            Provision for depreciation                                                      529,435                 532,153
            Stock dividends received                                                        (56,300)                (54,000)
            (Gain)/loss on sale of other real estate                                         42,970                   5,953
            (Gain)/loss on sale of other repossessed assets                                    (193)                     71
            (Gain)/loss on sale of mortgage loans                                          (268,209)               (506,383)
            (Gain)/loss on sale of premises and equipment                                  (173,445)                 45,612
            Amortization/(accretion) of investment security
            premiums (discounts), net                                                       478,226                 567,543
            Amortization of deposit premium                                                  80,712                  80,712
            Writedown of other real estate                                                   36,000                       -
            (Increase)/decrease in accrued interest receivable                              (34,722)                  7,846
            (Increase)/decrease in cash surrender value                                     (31,104)                  3,838
            (Increase)/decrease in other assets                                            (718,043)                149,904
            (Increase)/decrease in accrued interest payable                                  80,305                 (79,023)
            (Increase)/decrease in accrued taxes and other liabilities                    1,684,283                 236,291

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

            Net cash provided (used) by operating activities                              4,104,283               3,677,029
                                                                                    -------------------     -------------------


 CASH FLOWS FROM INVESTING ACTIVITIES
            (Increase)/decrease in federal funds sold                                        41,361               3,560,000
            Proceeds from sales, maturities and paydowns
            of investment securities                                                     21,086,149              28,530,952
            Purchase of FHLB stock                                                         (129,700)               (829,500)
            Purchases of investment securities                                          (16,905,504)            (58,921,597)
            (Increase)/decrease in loans                                                (12,956,714)            (20,953,391)
            Proceeds from sale and transfers of other real estate                         1,015,045                 731,394
            Proceeds from sale and transfers of other repossessed assets                     52,800                  42,931
            Proceeds from sale of premises and equipment                                    771,918                       -
            Purchase of premises and equipment                                             (720,152)             (1,218,113)

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

            Net cash provided (used) by investing activities                             (7,744,797)            (49,057,324)
                                                                                    -------------------     -------------------


 CASH FLOWS FROM FINANCING ACTIVITIES
            Increase /(decrease) in customer deposits                                   (13,781,266)              1,617,829
            Increase /(decrease) in brokered deposits                                     5,265,000                       -
            Increase /(decrease) in securities sold under
            repurchase agreements                                                         1,145,216               4,556,706
            Increase /(decrease) in federal funds purchased                               4,075,000               4,535,000
            Increase /(decrease) in FHLB advances                                         8,179,591              27,425,295
            Increase /(decrease) in advances from borrowers
            for taxes and insurance                                                         (27,070)                (16,392)
            Increase /(decrease) in Trust Preferred Securities                                    -               5,000,000
            Cash dividends paid                                                            (676,188)               (676,188)
            Common stock issued                                                              36,777                       -

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

            Net cash provided (used) by financing activities                              4,217,060              42,442,250
                                                                                    -------------------     -------------------


 NET INCREASE/(DECREASE) IN CASH AND DUE FROM BANKS                                         576,546              (2,938,045)
                                                                                    -------------------     -------------------


 CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD                                           8,359,755              11,476,874
                                                                                    -------------------     -------------------


 CASH AND DUE FROM BANKS AT END OF PERIOD                                              $  8,936,301            $  8,538,830
                                                                                    ===================     ===================


</TABLE>
<PAGE>

<TABLE>
<CAPTION>



 SCHEDULE OF NONCASH INVESTING AND                                                         2004                    2003
                                                                                    -------------------     -------------------

 FINANCING ACTIVITIES:

<S>                                                                                    <C>                     <C>
            Cash paid during the year for interest                                      $ 4,686,541             $ 4,754,646
                                                                                    ===================     ===================


            Cash paid during the year for income taxes                                  $   490,379             $   600,283
                                                                                    ===================     ===================


             Transfers from loans foreclosed to other real estate                       $   211,016             $    50,000
                                                                                    ===================     ===================


            Total change in unrealized gains/(losses)
             on securities available for sale                                           $   (80,634)            $  (934,566)
                                                                                    ===================     ===================


             Total change in deferred income taxes on
              securities available for sale                                             $   (30,077)            $  (348,593)
                                                                                    ===================     ===================


            Total change in unrealized gains/(losses) on derivatives                    $  (103,440)            $   (11,480)
                                                                                    ===================     ===================


             Total change in deferred income taxes on derivatives                       $   (38,584)            $    (4,282)
                                                                                    ===================     ===================




</TABLE>
<PAGE>



              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                    SEPTEMBER 30, 2004 AND DECEMBER 31, 2003



Note A.  Basis of Presentation

         The consolidated balance sheet for Britton & Koontz Capital Corporation
(the  "Company")  as of December  31,  2003,  has been  derived from the audited
financial  statements of the Company for the year then ended.  The  accompanying
consolidated  financial  statements as of September 30, 2004,  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 2003 amounts have been reclassified to
conform to the 2004 presentation.


Note B.  Interest Rate Risk Management

         On May 9, 2002, Britton & Koontz Bank, N.A., the Company's wholly-owned
subsidiary  (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 $212,491 at September  30, 2004,  and is
reflected in other assets.  The impact on income through  September 30, 2004, is
$133  thousand.  The  arrangement  is not  considered to have a material  impact
toward the Company's  liquidity or capital resources and does not pose any known
risks with respect to market or credit risk.


Note C.  Loans Held-for-Sale

         Loans  held-for-sale  are primarily  thirty year and fifteen year fixed
rate, one to four family real estate loans which are valued at the lower of cost
or market,  as determined by outstanding  commitments  from investors or current
investor  yield  requirements,  calculated  on an individual  basis.  Unrealized
losses on loans  held-for-sale  are  charged  against  income  in the  period of
decline.  Such  declines  are  recorded  in a  valuation  allowance  account and
deducted from the cost basis of the loans.  At September 30, 2004, no charge was
recorded. Gains on loans are recognized when realized.


Note D.  Trust Preferred Securities

         On March 26,  2003,  the Company  finalized  its  participation  in FTN
Financial  Capital Market's and Keefe,  Bruyette & Woods' pooled trust preferred
offering.  The Company  established  Britton & Koontz  Statutory Trust # 1 which
issued 5,000  capital  securities  and 155 common  securities  with an aggregate
liquidation  amount of $5 million and $155 thousand,  respectively.  The term of
the capital securities and debentures is 30 years, callable after 5 years at the
option of the Company.  The initial interest rate is 4.41%,  adjusting quarterly
at 3-Month LIBOR plus 3.15% and capped at 11.75%.


  Note E.  Loan Commitments

         In the ordinary course of business, the Company enters into commitments
to extend credit to its customers.  Letters of credit  included in the financial
statements  at September  30, 2004 and December 31, 2003,  were $2.4 million and
$1.4 million,  respectively.  As of September 30, 2004,  the Company had entered
into other commercial and residential  loan  commitments with certain  customers
that had an aggregate  unused balance of $39.3 million,  unchanged from December
31, 2003.  Because letters of credit and loan commitments  often are not used in
their entirety,  if at all, before they expire, the balances on such commitments
should not be used to project actual future liquidity requirements. However, the
Company  does  incorporate  expectations  about  the  level of draws  under  all
credit-related commitments into its funds management process.

<PAGE>


  Note F.  Earnings per Share

                  Basic  income per share  amounts are  computed by dividing net
income by the weighted  average  number of common  shares  outstanding.  Diluted
income per share  assumes  exercise of all  potential  common  stock,  including
options  granted,  unless  the  effect  is  anti-dilutive.  The  effect  will be
anti-dilutive when the exercise price per share of an option exceeds the current
market price for a share of our common stock. The following is information about
the  computation  of  earnings  per share for the  three and nine  months  ended
September 30, 2004.

<TABLE>
<CAPTION>


                                                   For the three months ended        For the nine months ended
                                                         September 30,                    September 30,
                                                   ------------------------------------------------------------
                                                      2004            2003              2004           2003
                                                   -----------     -----------       -----------    -----------

<S>                                                <C>             <C>               <C>            <C>
Basic weighted average shares outstanding            2,116,070       2,113,087         2,114,089      2,113,087
Dilutive effect of granted options                       3,889           3,586             3,717          2,303

Diluted weighted average shares outstanding          2,119,959       2,116,673         2,117,806      2,115,390
Net income                                         $   718,935     $   586,794       $ 2,024,254    $ 2,040,618
Net income per share-basic                         $       .34     $       .28       $       .96    $       .97
Net income per share-diluted                       $       .34     $       .28       $       .96    $       .96


</TABLE>


Item 2. Management's Discussion and Analysis or Plan of Operation

             This  discussion  is  intended  to  present  a review  of the major
factors  affecting  the  financial  condition  and results of  operations of the
Company as of September  30, 2004,  and disclose and expand on material  changes
from prior periods.

SUMMARY

             The Company had net income of  approximately  $2.0  million  ($0.96
basic and diluted  earnings per share) for the nine months ended  September  30,
2004,  unchanged compared to the same period in 2003. The Company had net income
of approximately  $719 thousand ($0.34 basic and diluted earnings per share) for
the three months ended September 30, 2004, an increase of $132 thousand compared
to the same period in 2003.

             Total assets increased $7.9 million from $374.4 million at December
31, 2003 to $382.3 million at September 30, 2004.  Since year-end,  cash and due
from  banks   increased  $577  thousand  to  $8.9  million,   available-for-sale
investment  securities  decreased  $2.8  million  to  $90.8  million  while  the
held-to-maturity  portfolio  fell $1.9  million  to $40.4  million.  Net  loans,
excluding loans held for sale, increased $13.9 million to $218.4 million.  Other
real estate owned  decreased $416 thousand to $1.3 million.  Deposits  decreased
$8.5 million to $224.4  million  while  borrowings  increased  $13.4  million to
$115.5  million.  Total  stockholders'  equity  increased  $1.2 million to $31.4
million because of earnings of $2.0 million and exercise of stock options of $37
thousand,  offset by dividend  payments of $676  thousand and $210 thousand from
unrealized losses in the available-for-sale investment portfolio and off-balance
sheet derivatives.

<PAGE>


             Financial Condition

             Assets

             The  Company's  total  assets  increased  $7.9  million from $374.4
million at December  31, 2003,  to $382.3  million at  September  30, 2004.  The
Company  anticipated  slower growth in total assets this year as cash flows from
investment  securities were used to make higher yielding loans rather than being
invested back into the securities portfolio.  The shift from securities to loans
was also an effort to slow the  compression  in the Bank's net  interest  margin
while at the same time  providing  available  liquidity  to fund  expected  loan
growth.  Loan  portfolio  growth was funded by an increase in borrowed funds and
the proceeds from security cash flows.

             Investment Securities

             The Company's  investment portfolio at September 30, 2004, consists
of mortgage-backed,  municipal, and corporate securities.  Investment securities
that  are  deemed  to be  held-to-maturity  ("HTM")  are  accounted  for  by the
amortized  cost  method  while  securities  in  the  available-for-sale  ("AFS")
categories are accounted for at fair value.

             Management  determines  the  classification  of its  securities  at
acquisition.  Generally, municipal securities are classified as held-to-maturity
whereas  mortgage  backed  securities  are  generally  classified  as available-
for-sale.  Total  HTM and AFS  investment  securities  decreased  3.5% to $131.2
million from  December  31, 2003,  to  September  30,  2004.  Equity  securities
increased $186 thousand to $5.4 million from December 31, 2003, to September 30,
2004,  due  primarily  to the  purchase  of  Federal  Home Loan Bank  stock.  At
September 30, 2004, equity securities are comprised primarily of Federal Reserve
Bank stock of $522  thousand,  Federal  Home Loan Bank stock of $4.7 million and
ECD  Investments,  LLC membership  interests of $100 thousand.  ECD is a vehicle
through which banks,  individuals  and other  institutions  can  participate  in
economic and business development  activities in economically  depressed regions
of the  country,  in this  instance,  the  states  of  Arkansas,  Louisiana  and
Mississippi.


             The amortized cost of the Bank's investment  securities,  including
HTM and AFS, at September  30, 2004,  and December 31, 2003,  are  summarized in
Table 1.


             TABLE 1: COMPOSITION OF INVESTMENT PORTFOLIO

                                                          Amortized Cost
                                                 -------------------------------
                                                     09/30/04         12/31/03
                                                 -------------     -------------
    Obligations of other U.S. Government
       Agencies and Corporations                 $  92,486,411     $  95,608,328
    Obligations of state and
       Political Subdivisions                       35,318,441        34,834,072
    Corporate Securities                             2,012,482         4,033,806
                                                 =============     =============
                                                 $ 129,817,334     $ 134,476,206
                                                 =============     =============


             Loans

             Loan demand in the Company's market areas showed growth  throughout
the first six months of 2004,  however,  during the third  quarter  loan  demand
began  to level  off in the  Company's  market  areas.  In  spite of this  local
slowdown in the third quarter of 2004,  loans  increased $12.4 million to $222.1
million at September 30, 2004,


<PAGE>

compared to $209.7 million at December 31, 2003.  Home equity loans increased as
a result of the success of loan specials  featured  lower  interest but we don't
believe  this  will  have  an  impact  on net  interest  margin  non-residential
commercial real estate loans also increased.  Loan to total assets  increased to
57.5% at September 30, 2004, compared to 55.5% at December 31, 2003. The loan to
deposit  ratio was 98.0% at September  30, 2004,  compared to 89.1% at year-end.
Fixed rate  conforming  mortgages  with  maturities  of 15 years and greater are
customarily sold in the secondary market at the time of origination.

             Table 2 presents the Bank's loan portfolio composition at September
30, 2004, and December 31, 2003.


             TABLE 2: COMPOSITION OF LOAN PORTFOLIO

                                                   09/30/04           12/31/03
                                               --------------    --------------

Commercial, financial & agricultural           $   32,154,000     $   31,853,000
Real estate-construction                           17,172,000         14,690,000
Real estate-residential                            94,522,000         91,031,000
Real estate-other                                  63,896,000         57,826,000
Installment                                        14,245,000         14,195,000
Other                                                 144,000            102,000
                                               --------------     --------------
       Total loans                             $  222,133,000     $  209,697,000
                                               ==============     ==============

             The  Company's  loan  portfolio  at  September  30,  2004,  had  no
  significant  concentrations of loans other than in the categories presented in
  the table above.

             Bank Premises

             While the  Company  began 2004 with ten  locations,  it is expected
  that the Company will end the year with six locations.  Earlier, in the second
  quarter,  the  Company  closed and sold its  Shields  Lane  office in Natchez,
  Mississippi.  During the third quarter,  the Company  completed the closure of
  two  locations  in Baton  Rouge,  Louisiana.  The  Company  has also  received
  approval  from the  Office of the  Comptroller  of The  Currency  to close the
  Madison,  Mississippi  office on November 19, 2004.  The Baton Rouge  closures
  follow a move into a larger,  more  updated  facility on  Bluebonnet  Drive in
  Baton Rouge.  The Madison branch  closure  decision was made in order to focus
  bank resources on expansion in other remaining markets,  particularly in Baton
  Rouge.  The Company's  decision to leave the Madison market is not expected to
  have an impact on earnings.  In Natchez,  the bank completed the renovation of
  its 11,000 square foot Tracetown  branch  office,  which also houses the banks
  mortgage banking department. The consolidation, building and renovation of the
  bank's  premises  reflect the  Company's  effort to  strengthen  operations by
  controlling  personnel and other fixed premises costs and intensify  marketing
  efforts to allow the bank to be more  competitive in its remaining  attractive
  markets.

             Asset Quality

             Nonperforming  assets,  including  non-accrual  loans,  other  real
estate and loans 90 days or more  delinquent  decreased  $680  thousand  to $2.6
million  at  September  30,  2004,  from $3.3  million at  year-end.  The Bank's
nonperforming  loan ratio  decreased to .57% at September 30, 2004, from .74% at
December 31, 2003. A breakdown of  nonperforming  assets at September  30, 2004,
and December 31, 2003, is shown in Table 3.


<PAGE>



             TABLE 3: BREAKDOWN OF NONPERFORMING ASSETS

                                                         09/30/04      12/31/03
                                                        ---------     ----------
                                                         (dollars in thousands)
    Non-accrual loans by type
      Real estate                                       $     890     $     585
      Installment                                              31            20
      Commercial and all other loans                          267           580
                                                        ---------     ----------
          Total non-accrual loans                           1,188         1,184
      Loans past due 90 days or more                           70           337
                                                        ---------     ----------
          Total nonperforming loans                         1,258         1,522
      Other real estate owned (net)                         1,325         1,741
                                                        ---------     ----------
          Total nonperforming assets                    $   2,583     $   3,263
                                                        =========     ==========
    Nonperforming loans as a percent
      of loans, net of unearned interest
      and loans held for sale                                .57%          .74%
                                                        =========     ==========



             Allowance for Possible Loan Losses

             The  allowance  for  loan  losses  is  established  as  losses  are
estimated through a provision for loan losses charged against  operations and is
maintained at a level that management considers adequate to absorb losses in the
loan  portfolio.  The allowance is subject to change as management  re-evaluates
the adequacy of the  allowance on a quarterly  basis.  Management's  judgment in
determining the adequacy of the allowance is inherently  subjective and is based
on  the   evaluation   of  individual   loans,   the  known  and  inherent  risk
characteristics  and size of the loan  portfolios,  the  assessment  of  current
economic and real estate  market  conditions,  estimates of the current value of
underlying collateral, past loan loss experience, review of regulatory authority
examination  reports  and  evaluations  of  specific  loans and  other  relevant
factors.  The bank risk rates each loan at the initiation of the transaction and
risk ratings are reviewed and changed,  when  necessary,  during the life of the
loan.

             The  allowance  consists  of  specific,   general  and  unallocated
components.  The  specific  component  relates  to  loans  that  are  considered
impaired.  Loan loss reserve factors are multiplied against the balances in each
risk rating  category to arrive at the  appropriate  level for the allowance for
loan losses.  Loans  assigned  higher risk ratings are monitored more closely by
management.  The general component of the allowance for loan losses groups loans
with similar  characteristics  and allocates a percentage  based upon historical
losses and the inherent risks within each category.  The unallocated  portion of
the allowance reflects  management's  estimate of probable but undetected losses
inherent in the portfolio;  such estimates are  influenced by  uncertainties  in
economic  conditions,  delays in obtaining  information,  including  unfavorable
information about a borrower's  financial  condition,  difficulty in identifying
triggering events that correlate to subsequent loss rates, and risk factors that
have not yet manifested  themselves in loss allocation factors.  The methodology
for  determining  the adequacy of the allowance for loan losses is  consistently
applied; however, revisions may be made to the methodology and assumptions based
on historical  information  related to charge-off  and recovery  experience  and
management's evaluation of the current loan portfolio.

             Based upon this evaluation,  management  believes the allowance for
loan losses of $2.3 million at September  30, 2004,  which  represents  1.06% of
gross loans held to maturity,  is more than adequate,  under prevailing economic
conditions,  to absorb losses on existing  loans.  At September 30, 2004,  total
reserves included  specific  reserves of $1.0 million,  general reserves of $778
thousand and  unallocated  reserves of $548 thousand.  At December 31, 2003, the
allowance  for loan  losses  was $2.1  million  or 1.00% of gross  loans held to
maturity.


<PAGE>

             Provision for Possible Loan Losses

             The  provision  for possible loan losses is a charge to earnings to
maintain the  allowance  for  possible  loan losses at a level  consistent  with
management's  assessment of the loan  portfolio in light of current and expected
economic conditions.  The Company's regular review of the allowance is an effort
to  maintain  it at an  adequate  level and make a proper  provision  expense to
earnings.  Assuming no sudden loan growth or surprise loan problems,  management
anticipates  a nominal  provision to the  allowance in the final  quarter of the
year.

             Table 4  details  allowance  activity  for the  nine  months  ended
September 30, 2004 and 2003:

             TABLE 4: ACTIVITY OF ALLOWANCE FOR POSSIBLE LOAN LOSSES

                                                      09/30/04        09/30/03
                                                      ---------       ---------
                                                        (dollars in thousands)
  Balance at beginning of period                      $  2,070        $  2,129
    Charge-offs:
      Real Estate                                          (13)           (219)
      Commercial                                           (71)            (14)
      Installment and other                                (43)            (46)
    Recoveries:
      Real Estate                                            2               0
      Commercial                                            12              57
      Installment and other                                 27              13
                                                      ---------       ---------
    Net (charge-offs)/recoveries                           (86)           (209)
      Provision charged to operations                      360             330
                                                      ---------       ---------
  Balance at end of period                            $  2,344        $  2,250
                                                      =========       =========
    Allowance for loan losses as a percent of loans,
      net of unearned interest & loans held for sale     1.06%           1.12%
                                                      =========       =========
    Net charge-offs as a percent of average loans          04%            .10%
                                                      =========       =========


             Potential Problem Loans

             At September 30, 2004,  the Company had no loans,  other than those
  balances incorporated in tables 3 and 4 above, that management had significant
  doubts as to the  ability of the  borrower to comply  with  current  repayment
  terms.


             Deposits

             Total  deposits  decreased  $8.5  million  from  $232.9  million at
December 31, 2003 to $224.4  million at September  30, 2004.  Customer  deposits
fell $13.8 million but this decrease was partially offset by an increase of $5.3
million  in  short-term  brokered  deposits.  Contributing  to the  decrease  in
customer  deposits at September 30, 2004, was a $12 million decrease in deposits
of public  funds.  The Company's  markets are very  competitive  providing  some
volatility in obtaining  deposits  associated with public entities.  The Company
has made  application and has been accepted to bid on deposits from the State of
Louisiana,  which should provide greater access to the public funds market.  The
Company  considers  these  deposits to be part of the total  non-core  wholesale
funding used to fund investments. Additionally, the decline in total deposits is
the result of  decreases  in other  non-core  funding.  As non-core  funding has
decreased, core funding was estimated to increase slightly during the first nine
months of 2004.


<PAGE>

             TABLE 5: COMPOSITION OF DEPOSITS

                                                   09/30/04          12/31/03
                                                -------------     -------------
Non-Interest Bearing                            $  36,892,897     $  37,523,263
NOW Accounts                                       29,893,085        35,062,025
Money Market Deposit Accounts                      23,402,181        27,096,521
Savings Accounts                                   16,689,912        16,788,328
Certificates of Deposit                           117,539,441       116,463,645
                                                -------------     -------------
       Total Deposits                           $ 224,417,516     $ 232,933,782
                                                =============     =============

             Borrowings

             Total bank borrowings,  including  Federal Home Loan Bank Advances,
Federal Funds purchased,  and customer  repurchase  agreements,  increased $13.4
million from $102.1 million at December 31, 2003, to $115.5 million at September
30,  2004.  The  additional  borrowed  funds  along  with  cash  flows  from the
investment  portfolio  were used to fund the bank's  $12.4  million  increase in
loans and offset the decrease in deposits.

             Capital

             Stockholders'  equity  totaled $31.4 million at September 30, 2004,
compared to $30.2  million at December 31, 2003.  The increase is primarily  the
result of net income of $2.0  million for the nine months  ended  September  30,
2004, adjusted by dividends paid and the change in comprehensive  income/ (loss)
over  the  first  nine  months   totaling  $677  thousand  and  $210   thousand,
respectively.  Comprehensive  income is the result of unrealized gains or losses
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 8.2% at September 30, 2004, compared to 8.1% at December 31, 2003.

             The Company  maintained  a total  capital to risk  weighted  assets
ratio of 15.14%,  a Tier 1 capital to risk weighted assets ratio of 14.17% and a
leverage ratio of 9.05% at September 30, 2004. These levels substantially exceed
the  minimum  requirements  of bank  regulatory  agencies  for  well-capitalized
institutions of 10.00%, 6.00% and 5.00% respectively.

             Off-Balance Sheet Arrangements

             There have been no significant changes in the Company's off-balance
  sheet arrangements during the nine months ended September 30, 2004. See Note B
  to the Company's  consolidated  financial  statements for a description of the
  Company's off-balance sheet arrangements.


             Results of Operations

             Net Income

             Net income for the three months ended September 30, 2004, increased
$132  thousand  to $719  thousand or $0.34 per  diluted  share  compared to $587
thousand  or $0.28 per  diluted  share for the same  period in 2003.  Returns on
average  assets and average  equity were .76% and 9.28% in the third  quarter of
2004,  compared to .68% and 8.01% in the third quarter of 2003.  Several factors
contributed to the  improvement in net income.  The increase is primarily due to
the Company's consolidation of bank premises throughout 2004. These efforts were
associated  with the  reduction  of employee  salary and benefits of 11% or $206
thousand for the quarter. Management believes the consolidation initiatives will
result in additional  savings in occupancy,  supplies and  communication  costs.
These changes will allow the Company to be more competitive in all three markets
it serves.

<PAGE>

             For the nine months ended  September 30, 2004, net income  remained
stable at approximately  $2.0 million and $.96 per diluted share compared to the
same periods in 2003. Returns on average assets and average equity were .72% and
8.82% for the nine months ended  September 30, 2004,  compared to .80% and 9.00%
during the same period in 2003.  The  primary  factor  contributing  to the flat
earnings was  increased  employee  salary and benefits  expense  during the nine
months ended  September  30, 2004,  compared to the same period in 2003.  Higher
employee costs for the nine month period, in contrast to the quarterly decrease,
were due to a one-time  expense,  during the second quarter of 2004,  associated
with additional deferred  compensation related to the retirement and resignation
of three bank officers.


             Net Interest Income and Net Interest Margin

             One of the  largest  components  of the  Company's  earnings is net
interest income, which is the difference between the interest and fees earned on
loans and investments and the interest paid for deposits and borrowed funds. The
net interest  margin (NIM) is net interest  income  expressed as a percentage of
average earning assets.

             Net interest income increased $121 thousand to $3.3 million for the
  three months ended  September  30, 2004,  compared to the same period in 2003.
  Net  interest  income of $192  thousand  was  provided  by higher  volumes  as
  increases in interest  income  earning assets  outpaced  increases in interest
  expense  from  costing  liabilities.  However,  this  amount was offset by $71
  thousand due to the lower interest rate environment as greater compression was
  experienced  between  asset  yields  compared to liability  costs.  Additional
  volumes  and  compression  from lower  interest  rates also  contributed  to a
  narrowing of net interest  margin from 3.95% for the quarter  ended  September
  30, 2003, compared to 3.73% at September 30, 2004.

             For the nine months ended  September 30, 2004, net interest  income
increased  $100 thousand to $10.0  million  compared to the same period in 2003.
This  improvement was due primarily to a $625 thousand  increase in net interest
income  resulting from an 11% increase in the volume of average  earning assets,
which was partially offset by a $525 thousand loss in net interest income due to
lower  interest  rates.  Net interest  margin  decreased from 4.15% for the nine
months ended  September 30, 2003,  to 3.78% for the nine months ended  September
30, 2004. It is not  anticipated  that the decrease in net interest  margin will
have a negative impact on short or long-term liquidity.

             Non-Interest Income

             Non-interest  income includes service charges on deposit  accounts,
income from fiduciary and brokerage activities,  gains from the sale of mortgage
loans  and  other  revenue  not  derived  from   interest  on  earning   assets.
Non-interest  income for the three months ended  September  30, 2004,  decreased
$108  thousand  over the same period in 2003.  The  decrease was  primarily  the
result of lower fee income on the sale of mortgage loans. Income was received on
$8.0  million  in sales of  mortgage  loans  during  the third  quarter  of 2004
compared to $24.0 million in 2003. Lower originations  followed a national trend
of lower refinancing in 2004.

             For the nine months ended  September 30, 2004, non interest  income
decreased  $129  thousand to $2.0 million  compared to $2.1 million for the same
period in 2003 primarily due to lower revenues from mortgage  sales.  Income was
received  on $31.4  million  in sales of  mortgage  loans  during the first nine
months of 2004 compared to $65.1 million during the same period in 2003.

             Non-Interest Expense

             Non-interest  expense  includes  salaries and benefits,  occupancy,
equipment  and other  operating  expenses.  Non-interest  expenses for the three
months ended September 30, 2004, were $2.9 million  compared to $3.1 million for
the three months ended September 30, 2003, a decrease of 6% or $203 thousand. As
was discussed earlier,  in consolidating bank premises,  the Company was able to
realize lower costs associated with employee salary and benefits.

<PAGE>

             Non-interest  expense for the nine months ended September 30, 2004,
increased $286 thousand to $9.1 million compared to $8.8 million during the same
period in 2003. This increase was primarily due to additional expense related to
deferred  compensation  associated  with the retirement and resignation of three
bank officers.  Full-time  equivalents dropped from 149 at December 31, 2003, to
130 at September 30, 2004.

             Income Taxes

             The Company  recorded  income tax expense of $200  thousand for the
three months ended  September  30, 2004,  compared to $176 thousand for the same
period in 2003. The increase resulted from the Company's increased net income.

             Income tax for the nine months ended  September 30, 2004,  was $525
thousand  compared to $854  thousand  during the same period in 2003.  The lower
percentage  in 2004  reflects a revised  estimate of recording  tax expense.  An
adjustment  was made in the fourth  quarter of 2003,  to reflect the correct tax
expense for the year.

             Liquidity

             The  Company  utilizes  a  funds   management   process  to  assist
management in maintaining  net interest income during times of rising or falling
interest rates and in maintaining  sufficient  liquidity.  Principal  sources of
liquidity  for the  Company  are asset cash  flows,  customer  deposits  and the
ability to borrow against investment securities and loans.  Secondary sources of
liquidity  include the sale of  investment  and loan assets.  All  components of
liquidity are reviewed and analyzed on a monthly  basis.  As discussed  earlier,
total  deposits  decreased  from December 31, 2003,  to September 30, 2004.  The
Company does not believe that this decrease  will have a material  effect on the
Company's ability to meet its future liquidity needs.

             The Company has established a liquidity  contingency  plan to guide
the Bank in the event of a  liquidity  crisis.  The plan  describes  the  normal
operating  environment,  prioritizes  funding  options and  outlines  management
responsibilities and board notification procedures.

             The Company's cash and cash equivalents  increased $577 thousand to
$8.9 million at September 30, 2004, from $8.4 million at December 31, 2003. Cash
provided by operating and financing  activities during the third quarter of this
year was $4.1 million and $4.2 million, respectively, while investing activities
used $7.8 million. Investing activities include a net increase in loans of $13.0
million along with the purchase of $16.9 million of investment securities offset
by pay downs of $21.1 million.

             At September  30, 2004,  the Company had  unsecured  federal  funds
lines with correspondent  banks of $34 million and maintains the ability to draw
on its  line of  credit  with the  Federal  Home  Loan  Bank in the  amounts  of
approximately  $11 million.  In addition to these lines of credit,  the bank had
approximately $77 million in unencumbered  investment  securities  available for
collateralized  borrowing.  Management  believes it maintains adequate liquidity
for the Company's current needs.


                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Report includes "forward-looking  statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange  Act of 1934,  as  amended.  Although  the  Company  believes  that the
expectations reflected in such forward-looking  statements are reasonable,  such
forward-looking  statements are based on numerous assumptions (some of which may
prove to be incorrect)  and are subject to risks and  uncertainties  which could
cause the actual results to differ  materially from the Company's  expectations.
Forward-looking  statements have been and will be made in written  documents and
oral  presentations  of the Company.  Such  statements are based on management's
beliefs as well as assumptions  made by and information  currently  available to
management.  When used in the  Company's  documents or oral  presentations,  the
words "anticipate", "believe", "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

<PAGE>


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.



Item 3.      Controls and Procedures

             As of the end of the  period  covered by this  quarterly  report on
Form 10-QSB,  the Company  carried out an evaluation,  under the supervision and
with  the  participation  of  our  principal  executive  officer  and  principal
financial  officer,  of the  effectiveness  of the design and  operation  of our
disclosure  controls  and  procedures  as  defined  in Rule  13a-15(e)  and Rule
15d-15(e) under the Securities  Exchange Act of 1934, as amended.  Based on this
evaluation,  our principal  executive  officer and principal  financial  officer
concluded  that our  disclosure  controls and procedures are effective in timely
alerting  them to material  information  required to be included in our periodic
SEC reports.  There has been no change in the  Company's  internal  control over
financial  reporting  that  occurred  during the  Company's  most recent  fiscal
quarter that has  materially  affected,  or is  reasonably  likely to materially
affect, the Company's internal control over financial reporting.


PART II.  OTHER INFORMATION


Item 6.      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  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. *

31.1 Certifications  of the Chief  Executive  Officer,  as required  pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certifications  of the Chief  Financial  Officer,  as required  pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certifications  of the Chief  Executive  Officer,  as required  pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002


<PAGE>


32.2 Certifications  of the Chief  Financial  Officer,  as required  pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002



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


<PAGE>


                                   SIGNATURES



In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.









                                            BRITTON & KOONTZ CAPITAL CORPORATION




Date: November 12, 2004                     /s/ W. Page Ogden
                                            ____________________________________
                                            W. Page Ogden
                                            Chairman and Chief Executive Officer




Date: November12, 2004                      /s/ William M. Salters
                                            ____________________________________
                                            William M. Salters
                                            Chief Financial Officer





<PAGE>




                                  EXHIBIT 31.1

             SECTION 302 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER


<PAGE>






                                                                    EXHIBIT 31.1



                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER


         I, W. Page Ogden, certify that:



         1. I have  reviewed this  quarterly  report on Form 10-QSB of Britton &
         Koontz Capital Corporation;

         2. Based on my  knowledge,  this  report  does not  contain  any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the Small business  issuer as of, and for, the periods  presented in
         this report;

         4. The Small  business  issuer's  other  certifying  officer  and I are
         responsible for  establishing and maintaining  disclosure  controls and
         procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e))
         for the Small business issuer and have:

         a) designed such  disclosure  controls and  procedures,  or caused such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  to ensure that material information relating to the Small
         business issuer, including its consolidated subsidiaries, is made known
         to us by others within those entities,  particularly  during the period
         in which this report is being prepared;

         b)  evaluated  the   effectiveness  of  the  Small  business   issuer's
         disclosure  controls and  procedures  and  presented in this report our
         conclusions  about the  effectiveness  of the  disclosure  controls and
         procedures,  as of the end of the period covered by the report based on
         such evaluation; and

         c) disclosed in this report any change in the Small  business  issuer's
         internal  control over  financial  reporting  that occurred  during the
         Small business  issuer's most recent fiscal quarter (the Small business
         issuer's  fourth fiscal  quarter in the case of an annual  report) that
         has materially affected,  or is reasonably likely to materially affect,
         the Small business issuer's internal control over financial  reporting;
         and

         5. The Small  business  issuer's  other  certifying  officer and I have
         disclosed, based on our most recent evaluation of internal control over
         financial  reporting,  to the Small business  issuer's auditors and the
         audit  committee of the Small business  issuer's board of directors (or
         persons performing the equivalent functions):

         a) all significant  deficiencies and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the Small  business  issuer's
         ability to record, process, summarize and report financial information;
         and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who have a  significant  role in the  Small  business
         issuer's internal control over financial reporting.





Date: November 12, 2004                     /s/ W. Page Ogden
                                            ____________________________________
                                            W. Page Ogden
                                            Chief Executive Officer


<PAGE>




                                  EXHIBIT 31.2

             SECTION 302 - CERTIFICATION OF CHIEF FINANCIAL OFFICER


<PAGE>




                                                                    EXHIBIT 31.2



                    CERTIFICATION OF CHIEF FINANCIAL OFFICER


         I, William M. Salters, certify that:



         1. I have  reviewed this  quarterly  report on Form 10-QSB of Britton &
         Koontz Capital Corporation;

         2. Based on my  knowledge,  this  report  does not  contain  any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the Small business  issuer as of, and for, the periods  presented in
         this report;

         4. The Small  business  issuer's  other  certifying  officer  and I are
         responsible for  establishing and maintaining  disclosure  controls and
         procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e))
         for the Small business issuer and have:

         a) designed such  disclosure  controls and  procedures,  or caused such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  to ensure that material information relating to the Small
         business issuer, including its consolidated subsidiaries, is made known
         to us by others within those entities,  particularly  during the period
         in which this report is being prepared;

         b)  evaluated  the   effectiveness  of  the  Small  business   issuer's
         disclosure  controls and  procedures  and  presented in this report our
         conclusions  about the  effectiveness  of the  disclosure  controls and
         procedures,  as of the end of the period covered by the report based on
         such evaluation; and

         c) disclosed in this report any change in the Small  business  issuer's
         internal  control over  financial  reporting  that occurred  during the
         Small business  issuer's most recent fiscal quarter (the Small business
         issuer's  fourth fiscal  quarter in the case of an annual  report) that
         has materially affected,  or is reasonably likely to materially affect,
         the Small business issuer's internal control over financial  reporting;
         and

         5. The Small  business  issuer's  other  certifying  officer and I have
         disclosed, based on our most recent evaluation of internal control over
         financial  reporting,  to the Small business  issuer's auditors and the
         audit  committee of the Small business  issuer's board of directors (or
         persons performing the equivalent functions):

         a) all significant  deficiencies and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the Small  business  issuer's
         ability to record, process, summarize and report financial information;
         and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who have a  significant  role in the  Small  business
         issuer's internal control over financial reporting.






Date: November 12, 2004                     /s/ William M. Salters
                                            ____________________________________
                                            William M. Salters
                                            Chief Financial Officer




<PAGE>





                                  EXHIBIT 32.1

             SECTION 906 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER


<PAGE>



                                                                    EXHIBIT 32.1





                    Certification of Chief Executive Officer
                         Pursuant to 18 U.S.C. ss. 1350
                 (Section 906 of the Sarbanes-Oxley Act of 2002)


         In connection with the Quarterly  Report on Form 10-QSB for the quarter
ended  September  30,  2004,  of  Britton  &  Koontz  Capital  Corporation  (the
"Company"),  as filed with the Securities Exchange Commission on the date hereof
(the  "Quarterly  Report"),  I, W. Page Ogden,  Chief  Executive  Officer of the
Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:


(1)  the Quarterly  Report fully complies with the requirements of Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)  the information  contained in the Quarterly Report fairly presents,  in all
     material respects, the financial condition and results of operations of the
     Company.







Date: November 12, 2004                     /s/ W. Page Ogden
                                            ____________________________________
                                            W. Page Ogden
                                            Chief Executive Officer



<PAGE>



                                  EXHIBIT 32.2

             SECTION 906 - CERTIFICATION OF CHIEF FINANCIAL OFFICER


<PAGE>




                                                                    EXHIBIT 32.2



                    Certification of Chief Financial Officer
                         Pursuant to 18 U.S.C. ss. 1350
                 (Section 906 of the Sarbanes-Oxley Act of 2002)


         In connection with the Quarterly  Report on Form 10-QSB for the quarter
ended  September  30,  2004,  of  Britton  &  Koontz  Capital  Corporation  (the
"Company"),  as filed with the Securities Exchange Commission on the date hereof
(the "Quarterly Report"), I, William M. Salters,  Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:


(1)  the Quarterly  Report fully complies with the requirements of Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)  the information  contained in the Quarterly Report fairly presents,  in all
     material respects, the financial condition and results of operations of the
     Company.







Date: November 12, 2004                     /s/ William M. Salters
                                            ____________________________________
                                            William M. Salters
                                            Chief Financial Officer